9















                     DW MICHELSON ASSOCIATES






                CONSOLIDATED FINANCIAL STATEMENTS

         FOR THE YEARS ENDED DECEMBER 31, 1997 and 1996



                  INDEPENDENT AUDITORS' REPORT

INDEPENDENT AUDITORS' REPORT

To the Partners of
  DW Michelson Associates


We  have audited the accompanying consolidated balance sheets  of
DW   Michelson  Associates  and  consolidated  partnership   (the
"Partnership") as of December 31, 1997 and 1996, and the  related
consolidated  statements of income, partners' capital,  and  cash
flows  for  each of the three years in the period ended  December
31,  1997.  These financial statements are the responsibility  of
the  Partnership's management.  Our responsibility is to  express
an opinion on these financial statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the audits to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the  overall  financial statement presentation.  We believe  that
our audits provide a reasonable basis for our opinion.

In  our  opinion, such consolidated financial statements  present
fairly,  in all material respects, the financial position  of  DW
Michelson Associates and consolidated partnership as of  December
31,  1997 and 1996, and the results of their operations and their
cash  flows  for  each  of the three years in  the  period  ended
December   31,   1997  in  conformity  with  generally   accepted
accounting principles.





New York, New York
March 24, 1998

                             <TABLE>
                     DW MICHELSON ASSOCIATES

                   CONSOLIDATED BALANCE SHEETS

                   December 31, 1997 and 1996
<CAPTION>

                                                 1997      1996
<S>                                                         <C>
<C>

                             ASSETS

Cash and cash equivalents                    $   394,740    $
107,262

Real estate held for sale                     36,917,242
-

Real estate, at cost:
 Land                                              -
4,080,416
 Buildings and improvements                        -
44,603,252
                                                   -
48,683,668
 Accumulated depreciation                          -
10,293,558
                                                   -
38,390,110

Deferred leasing commissions, net                797,701
763,736

Other assets                                     470,061
629,831

                                             $38,579,744
$39,890,939


                LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued liabilities     $   350,749    $
398,490

Partners' capital                             38,228,995
39,492,449

                                             $38,579,744
$39,890,939








         See accompanying notes to financial statements.
</TABLE>
<TABLE>
                     DW MICHELSON ASSOCIATES

                CONSOLIDATED STATEMENTS OF INCOME

          Years ended December 31, 1997, 1996 and 1995
<CAPTION>

                                      1997      1996      1995
<S>                                                     <C>   <C>
<C>
Revenue:
 Rental                            $6,814,131          $6,600,303
$6,181,349
 Interest and other                   110,244              41,640
289,477

                                    6,924,375           6,641,943
6,470,826

Expenses:
 Property operating                 2,531,246           2,128,564
1,641,804
 Depreciation                       1,883,379           2,022,826
1,928,929
 Amortization                         225,263             187,750
222,307
 General and administrative           290,837             286,382
271,690
      Other                                                95,239
91,720                                241,303

                                    5,025,964           4,717,242
4,306,033

Net income                         $1,898,411          $1,924,701
$2,164,793


















         See accompanying notes to financial statements.
</TABLE>
<TABLE>
                     DW MICHELSON ASSOCIATES

          CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL

          Years ended December 31, 1997, 1996 and 1995

<CAPTION>
                              Dean Witter Dean Witter
                                Realty  Yield              Realty
Yield
                                Plus,   L.P.    Plus   II,   L.P.
Total
<S>                                                     <C>   <C>
<C>
Partners'   capital   at   January   1,   1995        $21,012,719
$19,833,854                   $40,846,573

Net     income                          1,099,931       1,064,862
2,164,793

Capital     contributions                 499,720         489,992
989,712

Distributions                                         (1,874,089)
(1,821,753)                    (3,695,842)


Partners'   capital   at   December   31,   1995       20,738,281
19,566,955                     40,305,236

Net     income                            977,940         946,761
1,924,701

Capital     contributions                 982,906         949,483
1,932,389

Distributions                                         (2,372,764)
(2,297,113)                    (4,669,877)


Partners'   capital   at   December   31,   1996       20,326,363
19,166,086                     39,492,449

Net     income                            964,583         933,828
1,898,411

Capital     contributions                 340,294         329,445
669,739

Distributions                                         (1,946,838)
(1,884,766)                    (3,831,604)


Partners'   capital   at   December   31,   1997      $19,684,402
$18,544,593                   $38,228,995







        See accompanying notes to financial statements.
</TABLE>
<TABLE>
                     DW MICHELSON ASSOCIATES

          CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL

          Years ended December 31, 1997, 1996 and 1995
<CAPTION>
                                       1997      1996      1995
<S>                                                     <C>   <C>
<C>
Cash flows from operating activities:
   Net   income                          $  1,898,411           $
1,924,701                          $ 2,164,793
  Adjustments to reconcile net income to
   net cash provided by operating activities:
               Depreciation                             1,883,379
2,022,826                            1,928,929
               Amortization                               225,263
187,750                                222,307
     (Increase) decrease in operating assets:
            Deferred       expenses                     (259,228)
(57,531)                              (567,380)
             Other       assets                           159,770
139,762                               (320,224)
     (Decrease) increase in accounts payable
           and      accrued     liabilities              (47,741)
149,162                                 25,954

       Net cash provided by operating
                  activities                            3,859,854
4,366,670                            3,454,379

Cash flows from investing activities:
     Additions     to    real    estate                 (410,511)
(1,871,747)                           (421,083)

Cash flows from financing activities:
       Cash       distributions                       (3,831,604)
(4,669,877)                         (3,695,842)
        Capital       contributions                       669,739
1,932,389                              989,712

         Net  cash  used  in  financing  activities   (3,161,865)
(2,737,488)                         (2,706,130)

Increase    (decrease)    in   cash    and    cash    equivalents
287,478    (242,565)                   327,166

Cash    and    cash    equivalents   at   beginning    of    year
107,262     349,827                     22,661

Cash  and  cash equivalents at end of year     $    394,740     $
107,262 $   349,827

Supplement disclosure of non-cash investing
 activities:
  Reclassification of real estate held for sale
   Decrease in real estate, at cost:
      Land                                     $   4,080,416    $
- $      -
      Building  and improvments        45,013,763               -
-
      Accumulated  depreciation       (12,176,937)              -
-
    Increase  in  real estate held for sale     $ 36,917,242    $
- $      -
        See accompanying notes to financial statements.
</TABLE>
                     DW MICHELSON ASSOCIATES

                  NOTES TO FINANCIAL STATEMENTS

1.  Organization

DW  Michelson Associates (the "Partnership") was formed in  March
1988  as  a  General Partnership under the laws of the  state  of
California  to  make a participating mortgage loan  to  Michelson
Company  Limited Partnership (the "Company"), the owner of  three
office  buildings and underlying land located in Irvine, CA  (the
"Property").  In 1990, the Company defaulted on the loan, and, in
1991, the Partnership acquired a 90% general partnership interest
in the Company; the remaining 10% limited partnership interest is
owned by SC Enterprises ("SC"), an affiliate of the developer  of
the  Property.   After  a preferred return  to  the  Partnership,
profits  and  cash flow shall be allocated 90% to the Partnership
and  10%  to  SC.  Losses are allocated 100% to the  Partnership.
Through  December  31, 1997, the Company has not  generated  cash
flow  and  profits  to  satisfy  the  preferred  return  to   the
Partnership;  accordingly, no profits  or  cash  flow  have  been
allocated to SC.

The  General  Partners of the Partnership are Dean Witter  Realty
Yield  Plus, L.P. (50.81%) and Dean Witter Realty Yield Plus  II,
L.P. (49.19%).

The  Partnership Agreement provides that all cash flow,  profits,
losses  and credits of the Partnership shall be allocated to  the
Partners' in proportion to their interests.

Subsequent to December 31, 1997, the Partnership entered into  an
agreement  with SC to sell the Property and two promissory  notes
totaling  approximately $1.1 million (see Note 3),  for  a  sales
price  of  approximately $64 million.  Subsequently, SC  assigned
its right to purchase the Property to an unaffiliated party.

2.  Summary of Significant Accounting Policies

The  financial statements include the accounts of the Partnership
and the Company on a consolidated basis.

The Partnership's records are maintained on the accrual basis  of
accounting  for  financial  reporting  and  tax  purposes.    The
preparation of financial statements in conformity with  generally
accepted  accounting  principles  requires  management  to   make
estimates  and  assumptions that affect the reported  amounts  of
assets  and  liabilities and disclosure of contingent assets  and
liabilities               at               the               date

                     DW MICHELSON ASSOCIATES

          CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL

2.  Summary of Significant Accounting Policies (continued)

of  the financial statements and the reported amounts of revenues
and  expenses during the reporting period.  Actual results  could
differ from those estimates.

Real  estate, which was acquired in settlement of the  loan,  was
recorded at the estimated fair value of the property at the  date
of  foreclosure.   Costs  of improvements  to  the  Property  are
capitalized  and repairs are expensed.  Depreciation is  recorded
on the straight-line method.

Cash  and  cash  equivalents consist of cash  and  highly  liquid
investments with maturities, when purchased, of three  months  or
less.

At  least annually, and more often if circumstances dictate,  the
Partnership  evaluates the recoverability  of  the  net  carrying
value  of the Property and any related assets.  As part  of  this
evaluation, the Partnership assesses, among other things, whether
there has been a significant decrease in the market value of  the
Property.   If  events  or circumstances indicate  that  the  net
carrying  value  of  the  Property may not  be  recoverable,  the
expected  future net cash flows from the Property  are  estimated
for a period of approximately five years (or a shorter period  if
the  Partnership  expects that the Property may  be  disposed  of
sooner),  along with estimated sales proceeds at the end  of  the
period.   If  the total of these future undiscounted  cash  flows
were  less than the carrying amount of the Property, the Property
would  be  written down to its fair value as determined (in  some
cases  with  the  assistance of outside real estate  consultants)
based  on  discounted  cash  flows,  and  a  loss  on  impairment
recognized by a charge to earnings.

Because the determination of fair value is based upon projections
of  future  economic  events  such as property  occupancy  rates,
rental  rates, operating cost inflation and market capitalization
rates  which  are  inherently subjective, the amounts  ultimately
realized  at  disposition  may differ  materially  from  the  net
carrying value as of December 31, 1997.  The cash flows  used  to
evaluate  the recoverability of the assets and to determine  fair
value are based on good faith estimates and assumptions developed
by the partners.

Unanticipated  events  and  circumstances  may  occur  and   some
assumptions  may  not materialize; therefore actual  results  may
vary  from the estimates and the variances may be material.   The
Partnership       may       provide      write-downs,       which

                     DW MICHELSON ASSOCIATES

          CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL

2.  Summary of Significant Accounting Policies (continued)

could be material, in subsequent years if real estate markets  or
local economic conditions change.

Deferred  leasing commissions are amortized over  the  applicable
lease terms.

Rental income is accrued on a straight-line basis over the  terms
of  the  leases. Accruals in excess of amounts payable by tenants
pursuant  to  their  leases (resulting from rent  concessions  or
rents  which periodically increase over the term of a lease)  are
recorded as receivables and included in other assets.

No  provision  for  income taxes has been made in  the  financial
statements  since the liability for such taxes  is  that  of  the
partners rather than the Partnership.

The  accounting  policies used for tax reporting purposes  differ
from  those  used  for  financial reporting  purposes.   For  tax
purposes,  the Company is not consolidated, and the  Property  is
not  treated  as  real  estate owned  by  the  Partnership.   The
Partnership recognizes its share of the Company's taxable  income
(which  is net of interest expense on the participating  mortgage
loan  which  is  still  outstanding).   For  tax  purposes,   the
Partnership  also continues to recognize taxable interest  income
on  its  loan.  The policies used by the Company to  account  for
property operations for tax reporting purposes differ from  those
used  by  the  Partnership for financial  reporting  purposes  as
follows:   (a)  depreciation  is  calculated  using   accelerated
methods,  (b)  rental income is recognized based on  the  payment
terms   in  the  applicable  leases,  and  (c)  write-downs   for
impairments  of real estate and the participating  mortgage  loan
are  not  deductible.  The tax basis of the Partnership's  assets
and  liabilities is approximately $27.5 million higher  than  the
amounts reported for financial statement purposes at December 31,
1997.

The  Financial Accounting Standards Board ("FASB")  has  recently
issued  several  new accounting pronouncements.   Statement  130,
"Reporting   comprehensive  Income"  establishes  standards   for
reporting and display of comprehensive income and its components.
Statement  No. 131, "Disclosures about Segments of an  Enterprise
and  Related Information" establishes standards for the way  that
public  business  enterprises report information about  operating
segments  in annual financial statements and requires that  those
enterprises          report         selected          information

                     DW MICHELSON ASSOCIATES

          CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL

2.  Summary of Significant Accounting Policies (continued)

about  operating segments in interim financial reports issued  to
shareholders. It also establishes standards of related disclosure
about   products  and  services,  geographic  areas,  and   major
customers.    These   two  standards  are   effective   for   the
Partnership's 1998 financial statements, but the Partnership does
not  believe  that they will have any effect on the Partnership's
computation or presentation of net income or other disclosures.

The  implementation in 1997 of FASB Statement No. 128,  "Earnings
per  Share"  and  Statement No. 129, "Disclosure  of  Information
about  Capital  Structure" effective for the  Partnership's  1997
year-end  financial statements did not have  any  impact  on  the
Partnership's financial statements.

3. Related Party Transactions

An   affiliate  of  the  partners  provides  property  management
services to the Property.  For the years ended December 31, 1997,
1996 and 1995, the affiliate received property management fees of
$183,647, $188,428 and $161,258, respectively.  These amounts are
included  in  property operating expenses.  As  of  December  31,
1997, the affiliate was owed a total of approximately $17,000 for
these services.

The  general  partners of SC are obligated to the Partnership  on
two  promissory notes totaling approximately $1.1  million.   The
notes (which originated in 1991) are due December 31, 1999,  bear
interest  at  8.5%  per  annum and require  monthly  payments  of
approximately  $15,000.   Because of  the  uncertainty  of  their
realization,  the  principal amounts  of  these  notes  were  not
recognized  in  the  financial  statements.   Payments   of   the
promissory notes are included in other income when received.

4.  Contingency

The  Property may have certain soil and water contamination.  The
Partnership  believes that any such contamination  is  minor  and
that liability for cleanup if any, will be minimal.