UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-K/A


[ X ]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                   THE SECURITIES EXCHANGE ACT OF 1934
               For the fiscal year ended December 31, 2000

                                   OR

[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                   THE SECURITIES EXCHANGE ACT OF 1934
          For the transition period from ________ to ________.

                     Commission File Number 0-18149


                 DEAN WITTER REALTY YIELD PLUS II, L.P.
                 --------------------------------------
     (Exact name of registrant as specified in governing instrument)



       Delaware                                       13-3469111
-----------------------                   ---------------------------------
(State of organization)                   (IRS Employer Identification No.)


   2 World Trade Center, New York, NY                   10048
----------------------------------------              ----------
(Address of principal executive offices)              (Zip Code)


Registrant's telephone number, including area code:  (212) 392-2974
                                                     --------------


Securities registered pursuant to Section 12(b) of the Act:

Title of each class           Name of each exchange on which registered
-------------------           -----------------------------------------

     None                                        None

Securities registered pursuant to Section 12(g) of the Act:

                      Units of Limited Partnership Interest
                      -------------------------------------
                                (Title of Class)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                  Yes ______  No __X___



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

State the aggregate  market value of the voting stock held by nonaffiliates of
the registrant.   N/A

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>







                                     PART I.


The registrant is filing this Annual Report on Form 10-Q/A because it
inadvertently failed to file the Form 10-Q for the period ended September 30,
2000 and its August 4, 2000 Form 8-K during the 12 months preceding the original
filing of the Report. Accordingly, this Report indicates on the cover page that
in the 12 months preceding the filing of its original Report, the registrant did
not file all reports required to be filed by Section 13 or Section 15(d) of the
Securities Exchange Act of 1934. The registrant has since filed the report.



ITEM 1.  BUSINESS
------   --------

The Registrant, Dean Witter Realty Yield Plus II, L.P. (the "Partnership"), is a
limited partnership formed in February 1988 under the laws of the State of
Delaware for the purpose of investing in income-producing commercial and
industrial properties.

The Managing General Partner of the Partnership is Dean Witter Realty Yield Plus
II Inc. (the "Managing General Partner"), a Delaware corporation which is
wholly-owned by Dean Witter Realty Inc. ("Realty"). The Associate General
Partner is Dean Witter Realty Yield Plus Associates II, L.P. (the "Associate
General Partner"), a Delaware limited partnership, the general partner of which
is the Managing General Partner. The Managing General Partner manages and
controls all aspects of the business of the Partnership. The terms of
transactions between the Partnership and its affiliates are set forth below in
the financial statements in Item 8 and in Item 13.

The Partnership issued 173,164 units of limited partnership interest (the
"Units") for $86,582,000. The offering has been terminated and no additional
Units will be sold.

The proceeds from the offering were used to make investments in three
participating mortgage loans and land leases secured by interests in real
property. The Partnership subsequently acquired equity interests in the real
estate securing all of the foregoing loans through foreclosure or transfers of
ownership in lieu of foreclosure. The last Partnership property investment, the
One Congress Street property, was sold on August 31, 2000.

The Partnership Agreement provides that the Partnership shall terminate upon the
sale of the Partnership's last investment, and that dissolution shall be
effective on the day on which the event occurs giving rise to the dissolution.
Accordingly, the Partnership dissolved pursuant to the terms of its Partnership
Agreement, effective August 31, 2000, the date on which the One Congress Street
property was sold. As soon as possible in 2001, the Partnership plans to wind up
its affairs, distribute its remaining cash reserves and terminate its existence
by filing a certificate of cancellation in the office of the Delaware Secretary
of State.

The Partnership considered its business to include one industry segment,
investment in real property. Financial information regarding the Partnership is
in the Partnership's financial statements in Item 8 below.

The Partnership has no employees.

All of the Partnership's business is conducted in the United States.

ITEM 2.  PROPERTIES
------   ----------

The Partnership's principal offices are located at Two World Trade Center, New
York, New York 10048. The Partnership has no other offices.

As of December 31, 2000, the Partnership did not own any property investments.

The One Congress Street property, which is located in Boston, Massachusetts and
primarily consists of office space and an income producing parking garage, was
sold on August 31, 2000. The Partnership owned a 42% interest in the joint
venture which owned the general partnership interest in the property owner. Dean
Witter Realty Yield Plus, L.P., an affiliate, owned the remaining 58% interest
in the joint venture.

Further information relating to the Partnership's properties is included in
Notes 4 and 5 to the financial statements in Item 8 below.

ITEM 3.  LEGAL PROCEEDINGS
------   -----------------

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------   ---------------------------------------------------

No matter was submitted during the fourth quarter of the fiscal year to a vote
of Unit holders.


<PAGE>



                                    PART II.

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
------     ---------------------------------------------------
           STOCKHOLDER MATTERS
           -------------------

An established public trading market for the Units does not exist, and it is not
anticipated that such a market will develop in the future. Accordingly,
information as to the market value of a Unit at any given date is not available.
However, the Partnership does allow limited partners (the "Limited Partners") to
transfer their Units if a suitable buyer can be located.

As of March 1, 2001, there were 7,147 holders of limited partnership interests.

As a limited partnership, the Partnership does not pay dividends. It does,
however, make distributions of cash to its partners. Pursuant to the Partnership
Agreement, distributable cash, as defined, is paid 90% to the Limited Partners
and 10% to the general partners (the "General Partners").

The Managing General Partner was obligated to (a) defer receipt of its share of
distributable net cash flow and (b) contribute additional capital to the
Partnership, sufficient to fund any shortfalls between cash flow and a 7.5%
annual distribution rate to Limited Partners during the offering period (which
ended March 1990) and the twelve quarters thereafter. During the offering
period, the Managing General Partner deferred receipt of distributions totaling
$3,713,000, but was not required to make any additional capital contributions.
Thereafter, the Managing General Partner contributed a total of $4,807,069 with
respect to the twelve quarters ended March 31, 1993.

Sale or financing proceeds are distributed, to the extent available: first, 97%
to the Limited Partners and 3% to the General Partners until each Limited
Partner has received a return of their invested capital plus an amount
sufficient to provide a 10% cumulative annual return on their adjusted capital
contribution; second, 100% to the General Partners until they have received an
amount equal to (i) any portion of their share of net cash flow previously
deferred above and not distributed and (ii) any additional capital contributions
made by the Managing General Partner to fund distributions to the Limited
Partners in respect of the 7.5% minimum annual return described above; and
third, 85% to the Limited Partners and 15% to the General Partners. However, if
the Limited Partners don't receive a return on their invested capital and a 10%
cumulative annual return on their adjusted capital contribution by the
termination of the Partnership, then the General Partners must contribute the
sale proceeds they received from the Partnership back to the Partnership. In
lieu of this contribution, the General Partners have not and will not receive
distributions of sale proceeds from the Partnership.

As discussed in Item I, the Partnership plans to make its final distribution of
Partnership cash reserves later in fiscal year 2001.

On February 27, 2001, the Partnership paid a distribution, to Limited Partners
only, of $9.10 per Unit, consisting of approximately $6.05 per Unit from the
remaining undistributed proceeds from the sale of the One Congress Street
property and $3.05 per Unit from Partnership cash reserves. The total
distribution was $1,634,475, with $1,575,792 paid to Limited Partners and
$58,683 payable to the General Partners.

The Partnership paid cash distributions during the year ended December 31, 2000
aggregating $189.00 per Unit, consisting of $183.05 per Unit, paid to Limited
Partners only, from a portion of the Partnership's share of the net proceeds
from the sale of One Congress Street and $5.95 per Unit from Partnership cash
reserves. Total distributions were $32,842,477 with $32,727,996 paid to the
Limited Partners and $114,481 payable to the General Partners.

The General Partners deferred receipt of their share of the cash reserve
distributions in 2001 and 2000 to ensure that the Partnership would have cash on
hand to cover all liabilities that may arise while the Partnership winds up its
affairs.

The Partnership paid distributions from cash reserves during the year ended
December 31, 1999 aggregating $10.44 per Unit. Total distributions amounted to
$2,008,702 with $1,807,832 distributed to the Limited Partners and $200,870 to
the General Partners.

Taxable income (subject to certain adjustments) will generally be allocated to
the partners in proportion to the distribution of distributable cash or sale or
financing proceeds, as the case may be (or 90% to the Limited Partners and 10%
to the General Partners if there is no distributable cash or sale or financing
proceeds). At a minimum, the General Partners must be allocated 1% of the
taxable income from a sale or financing. Tax losses, if any, will be allocated
90% to the Limited Partners and 10% to the General Partners.

ITEM 6.  SELECTED FINANCIAL DATA
------   -----------------------

The following sets forth a summary of selected financial data for the
Partnership:

             Years ended December 31, 2000, 1999, 1998, 1997 and 1996
<TABLE>
<CAPTION>

                                     2000[1]            1999           1998[2]               1997[3]             1996[4]
---------------------------------------------------------------------------------------------------------------------------
<S>                               <C>              <C>               <C>                 <C>               <C>
Total revenues                    $19,862,547      $ 1,873,153       $17,623,800         $ 3,359,076       $ 4,073,429

Net income                        $19,774,535      $ 1,735,154       $16,812,595         $ 1,741,253       $ 1,013,115

Net income per
  Unit of limited
  partnership interest            $    114.06      $      9.02       $     96.23         $      9.05       $      5.27

Cash distribution paid
  per Unit of limited
  partnership interest[5,6]       $    189.00      $     10.44       $    246.53         $     12.50       $     12.50

Total assets at
  December 31                     $ 2,865,163      $15,708,254       $15,996,248         $42,328,088       $43,004,012

</TABLE>

1. Total  revenues and net income  include a gain of $19.5 million on the sale
   of the One Congress Street property.

2. Total revenues and net income include gains of $2.7 million and $12.7 million
   on the sales of the Century Alameda and Michelson properties, respectively.

3. Total revenues and net income are net of reserves of $1.1 million of accrued
   but unpaid interest on the One Congress Street participating mortgage loan.

4. Net income is net of a $1.5 million loss on impairment of the One Congress
   Street participating mortgage loan, and total revenues and net income are net
   of reserves of $0.5 million of accrued but unpaid interest on the loan.

5. Distributions paid to Limited Partners included returns of capital per Unit
   of Limited Partnership interest of $74.94, $1.42 and $200.77 for the years
   ended December 31, 2000, 1999, and 1998 respectively, calculated as the
   excess of cash distributed per Unit over accumulated earning per Unit not
   previously distributed. All distributions paid to Limited Partners in
   1996-1997 represented returns of capital.

6. Includes  distributions  of proceeds  of $183.05 and $233.84  from sales of
   property interests in 2000 and 1998, respectively.

The above financial data should be read in conjunction with the financial
statements and the related notes appearing in Item 8.


<PAGE>




ITEM 7.     MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND
------      ------------------------------------------------------------------
            RESULTS OF OPERATIONS
            ---------------------

Liquidity and Capital Resources

The Partnership raised $86,582,000 through a public offering which terminated in
1990. The Partnership has no plans to raise additional capital.

The Partnership committed the gross proceeds raised in the offering to three
investments. No additional investments are planned.

The Partnership's 42% share of the general partnership interest in the
partnership ("GCGA") which owned the One Congress Street property was the
Partnership's last remaining property interest. As discussed in Note 4 to the
financial statements, the property was sold to an unaffiliated third party on
August 31, 2000.

The Partnership Agreement provides that the Partnership shall terminate upon the
sale of the Partnership's last investment, and that dissolution shall be
effective on the day on which the event occurs giving rise to the dissolution.
Accordingly, the Partnership dissolved pursuant to the terms of its Partnership
Agreement, effective August 31, 2000, the date on which the One Congress Street
property was sold. As soon as possible in 2001, the Partnership plans to wind up
its affairs, distribute its remaining cash reserves and terminate its existence
by filing a certificate of cancellation in the office of the Delaware Secretary
of State.

As discussed in Item 5, the Partnership paid, to Limited Partners only,
distributions totaling $189.00 per Unit in 2000 and $9.10 per Unit on February
27, 2001. Such distributions consisted of proceeds from the sale of One Congress
Street and cash reserves. The General Partners deferred receipt of their share
of the cash reserve distributions in 2001 and 2000 to ensure that the
Partnership would have cash on hand to cover all liabilities that may arise
while the Partnership winds up its affairs.

As part of the One Congress Street sale agreement, GCGA continues to be
responsible for completing the repair work it began relating to the parking
garage area of the property. The Partnership's share of the costs incurred up to
the closing date of the sale was approximately $455,000. Also, an additional
$1.2 million was deducted from the sale proceeds GCGA received, and placed in
escrow to ensure that GCGA would complete and pay for all the required repair
work; the Partnership's share of such escrow deposit was $495,000. The Managing
General Partner expects that the remaining repair work will be completed in the
Spring of 2001, and the funds needed to complete such work will not exceed the
amount of the escrow deposit.

During the year ended December 31, 2000, the Partnership's cash provided by
operating activities and the distributions it received from GCGA (excluding its
share of the One Congress Street sale proceeds) exceeded the amount of the
distributions of cash reserves that the Partnership paid to the Limited Partners
and contributions to GCGA (to fund the Partnership's share of repair costs and
tenant improvements at the property). However, the increase in cash between
December 31, 1999 and 2000 was primarily caused by the $1.0 million of One
Congress Street sale proceeds which the Partnership did not distribute until
February 2001. The Partnership temporarily retained such proceeds to cover any
sale contingencies that might have arisen after closing of the sale. Such
contingencies may still arise through March 31, 2001 but the Partnership has
sufficient cash reserves after the February 2001 distribution to cover any
remaining contingencies.

Except as discussed above and in the financial statements, the Managing General
Partner is not aware of any trends or events, commitments or uncertainties that
may have a material impact on liquidity.

Operations
----------

Fluctuations in the Partnership's operating results for the year ended December
31, 2000 compared to 1999 and 1999 compared to 1998 are primarily attributable
to the following:

The increase in equity in earnings of joint venture in 2000 compared to 1999 is
primarily due to the Partnership's share (approximately $19.5 million) of GCGA's
gain on the sale of the One Congress Street property. This gain was partially
offset by the Partnership's share of the above-mentioned repair costs
(approximately $950,000) at the property in 2000 and the loss of four months of
operating income from One Congress Street in 2000 after its sale.

The 1998 equity in earnings of joint ventures was greater than such earnings in
1999 primarily due to the Partnership's $12.7 million share of the gain on the
April 1998 sale of the Michelson property. Also, the 1998 earnings included
approximately $550,000 of operating income from the Michelson property before
its sale. However, the Partnership's share of the One Congress Street earnings
in 1999 ($1,792,000) was greater than 1998 ($335,000). This 1999 increase was
primarily due to the increase in rental revenues at the One Congress Street
property resulting from an increase in office space occupancy from 73% in 1998
to 100% in 1999; the Partnership's 42% share of the increase in revenues was
$1,924,000. The increase in rental revenues at One Congress Street was partially
offset by 1999 increases in property real estate taxes and depreciation and
amortization expenses (relating to capital expenditures and leasing commissions
incurred in leasing the remaining vacant space); the Partnership's share in the
1999 increases in these costs at One Congress Street were $434,000 and $327,000,
respectively.

The gain on sale of real estate resulted from the August 1998 sale of the
Century Alameda property (see Note 5 to the financial statements). The sale also
caused the elimination of or decrease in rental income, property operating
expenses and depreciation and amortization expenses in 1999. The activity in
property operating expenses in 1999 and 2000 was caused by final settlements of
operating issues relating to Century Alameda from before its sale.

Interest and other income was greater in 2000 and 1998 than in 1999 primarily
due to interest earned on the proceeds from sales of properties before such
proceeds were distributed to the Limited Partners.

General and administrative expenses decreased in 1999 compared to 1998 primarily
as a result of the sales of the Michelson and Century Alameda properties.

The were no other individually significant factors which caused changes in
revenues or expenses.

Inflation
---------

Inflation has been consistently low during the periods presented in the
financial statements and, as a result, has not had a significant effect on the
operations of the Partnership or its properties.


<PAGE>



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
-------  --------------------------------------------



              DEAN WITTER REALTY YIELD PLUS II, L.P.


                               INDEX

(a) Financial statements

Independent Auditors' Report Balance Sheets at December 31, 2000 and 1999 Income
Statements for the years ended December 31,
  2000, 1999 and 1998
Statements of Partners' Capital for the years
  ended December 31, 2000, 1999 and 1998
Statements of Cash Flows for the years ended December 31,
  2000, 1999 and 1998
Notes to Financial Statements


-------------

All financial statement schedules have been omitted because either the required
information is not applicable or the information is shown in the financial
statements or notes thereto.


<PAGE>



INDEPENDENT AUDITORS' REPORT

To the Partners of
Dean Witter Realty Yield Plus II, L.P.


We have audited the accompanying balance sheets of Dean Witter Realty Yield Plus
II, L.P. (the "Partnership") as of December 31, 2000 and 1999, and the related
statements of income, partners' capital and cash flows for each of the three
years in the period ended December 31, 2000. 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit 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 financial statements present fairly, in all material
respects, the financial position of Dean Witter Realty Yield Plus II, L.P. as of
December 31, 2000 and 1999, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2000, in conformity
with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the financial statements, during the year ended
December 31, 2000, the Partnership sold its remaining property investment, which
effectuated the dissolution of the Partnership. The Partnership is in the
process of winding up its affairs, and it plans to terminate in 2001.

                                        Deloitte & Touche LLP
                                     /s/Deloitte & Touche LLP


New York, New York
March 28, 2001


<PAGE>








                    DEAN WITTER REALTY YIELD PLUS II, L.P.

                                 BALANCE SHEETS

                           December 31, 2000 and 1999


                                                        2000             1999
--------------------------------------------------------------------------------


                                     ASSETS

Investment in joint venture                               $  -       $14,311,690

Cash and cash equivalents                            2,860,434         1,377,357

Other assets                                             4,729            19,207
--------------------------------------------------------------------------------

                                                    $2,865,163       $15,708,254
================================================================================



                        LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and other liabilities                $177,244          $ 66,874

Distributions payable to General Partners              114,481                 -
--------------------------------------------------------------------------------

                                                       291,725            66,874
--------------------------------------------------------------------------------


Partners' capital (deficiency):
  General Partners                                   3,325,464         3,416,870
  Limited Partners ($500 per Unit, 173,164
    Units issued)                                     (752,026)       12,224,510
--------------------------------------------------------------------------------

                                                     2,573,438        15,641,380
--------------------------------------------------------------------------------

                                                    $2,865,163       $15,708,254
================================================================================







               See accompanying notes to financial statements.


<PAGE>

                            DEAN WITTER REALTY YIELD PLUS II, L.P.

                                      INCOME STATEMENTS

                        Years ended December 31, 2000, 1999, and 1998

<TABLE>
<CAPTION>

                                                      2000              1999              1998
-----------------------------------------------------------------------------------------------------
<S>                                               <C>                 <C>              <C>

Revenues:
  Equity in earnings of joint ventures             $19,573,242        $1,791,853       $13,554,417
  Rental                                                     -                 -         1,118,383
  Gain on sale of real estate                                -                 -         2,655,594
  Interest and other income                            289,305            81,300           295,406
-----------------------------------------------------------------------------------------------------

                                                    19,862,547         1,873,153        17,623,800
-----------------------------------------------------------------------------------------------------


Expenses:
  Property operating                                   (15,585)           49,309           508,469
  Depreciation and amortization                              -                 -           126,208
  General and administrative                           103,597            88,690           176,528
-----------------------------------------------------------------------------------------------------

                                                        88,012           137,999           811,205
-----------------------------------------------------------------------------------------------------


Net income                                         $19,774,535        $1,735,154       $16,812,595
=====================================================================================================


Net income allocated to:
  Limited Partners                                 $19,751,460        $1,561,639       $16,663,573
  General Partners                                      23,075           173,515           149,022
-----------------------------------------------------------------------------------------------------

                                                   $19,774,535        $1,735,154       $16,812,595
=====================================================================================================


Net income per Unit of limited
partnership interest                                   $114.06             $9.02            $96.23
=====================================================================================================
</TABLE>





                       See accompanying notes to financial statements.


<PAGE>



                            DEAN WITTER REALTY YIELD PLUS II, L.P.

                               STATEMENTS OF PARTNERS' CAPITAL


                        Years ended December 31, 2000, 1999, and 1998



<TABLE>
<CAPTION>
                                                    Limited            General
                                                    Partners           Partners              Total
--------------------------------------------- -------------------- ----------------- -------------------
<S>                                                 <C>                <C>                <C>
Partners' capital at January 1, 1998                $38,497,249        $3,539,365         $42,036,614

Net income                                           16,663,573           149,022          16,812,595

Cash distributions                                  (42,690,119)         (244,162)        (42,934,281)
--------------------------------------------- -------------------- ----------------- -------------------

Partners' capital at December 31, 1998               12,470,703         3,444,225          15,914,928

Net income                                            1,561,639           173,515           1,735,154

Cash distributions                                   (1,807,832)         (200,870)         (2,008,702)
--------------------------------------------- -------------------- ----------------- -------------------

Partners' capital at December 31, 1999               12,224,510         3,416,870          15,641,380

Net income                                           19,751,460            23,075          19,774,535

Cash distributions                                  (32,727,996)         (114,481)        (32,842,477)
--------------------------------------------- -------------------- ----------------- -------------------


Partners' capital (deficiency) at
  December 31, 2000                                  $ (752,026)       $3,325,464          $2,573,438
============================================= ==================== ================= ===================

</TABLE>


                       See accompanying notes to financial statements.


<PAGE>



                            DEAN WITTER REALTY YIELD PLUS II, L.P.

                                   STATEMENTS OF CASH FLOWS

                        Years ended December 31, 2000, 1999, and 1998


<TABLE>
<CAPTION>

                                                      2000             1999              1998
---------------------------------------------------------------------------------------------------
<S>                                                <C>             <C>              <C>
Cash flows from operating activities:

  Net income                                       $19,774,535     $1,735,154        $16,812,595
  Adjustments to reconcile net income
    to net cash provided by (used in)
    operating activities:
      Equity in earnings of joint ventures         (19,573,242)    (1,791,853)       (13,554,417)
      Gain on sale of real estate                            -              -         (2,655,594)
      Depreciation and amortization                          -              -            126,208
      Decrease (increase) in other assets               14,478         (9,157)           420,775
      Increase (decrease) in accounts
        payable and other liabilities                  110,370        (14,446)          (212,304)
---------------------------------------------------------------------------------------------------

Net cash provided by (used in) operating
activities                                             326,141        (80,302)           937,263
---------------------------------------------------------------------------------------------------

Cash flows from investing activities:

  Distributions from joint ventures                 34,858,632      2,516,970         33,595,903
  Contributions to joint ventures                     (973,700)    (1,113,376)        (1,314,009)
  Proceeds from sale of real estate                          -              -          9,097,224
---------------------------------------------------------------------------------------------------

Net cash provided by investing activities           33,884,932      1,403,594         41,379,118
---------------------------------------------------------------------------------------------------

Cash flows from financing activities:

  Cash distributions                               (32,842,477)    (2,008,702)       (42,934,281)
  Increase in distributions payable to
    General Partners                                   114,481              -                  -
---------------------------------------------------------------------------------------------------

Net cash used in financing activities              (32,727,996)    (2,008,702)       (42,934,281)
---------------------------------------------------------------------------------------------------

Increase (decrease) in cash and cash
equivalents                                          1,483,077       (685,410)          (617,900)

Cash and cash equivalents at beginning of
year                                                 1,377,357      2,062,767          2,680,667
---------------------------------------------------------------------------------------------------

Cash and cash equivalents at end of year
                                                    $2,860,434     $1,377,357         $2,062,767
===================================================================================================
</TABLE>





                       See accompanying notes to financial statements.


<PAGE>


                    DEAN WITTER REALTY YIELD PLUS II, L.P.

                          Notes to Financial Statements

1.   The Partnership
     ---------------

Dean  Witter  Realty  Yield Plus II,  L.P.  (the  "Partnership")  is a limited
partnership  organized  under  the laws of the  State of  Delaware  in 1988 to
invest in  participating  mortgage loans  collateralized  by  income-producing
commercial  and industrial  properties.  The Managing  General  Partner of the
Partnership  is Dean Witter Realty Yield Plus II Inc.,  which is  wholly-owned
by Dean Witter Realty Inc. ("Realty").

The Partnership issued 173,164 units of limited partnership interest (the
"Units") for $86,582,000. No additional Units will be sold.

The Partnership's last property investment, One Congress Street, was sold on
August 31, 2000 (see Note 4). This sale has effectuated the dissolution of the
Partnership. Accordingly, the Partnership is in the process of winding up its
affairs, and it plans to distribute the Partnership's remaining cash reserves
and terminate in 2001.

2.   Summary of Significant Accounting Policies
     ------------------------------------------

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 accounting principles generally accepted in the United States of
America 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 of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.

The Partnership's 49.19% general partnership interest in DW Michelson Associates
("DW Michelson") and 42% interest in the joint venture which owns the general
partnership interest in GCGA Limited Partnership ("GCGA"), the owner of the One
Congress Street property, were accounted for on the equity method.

Real estate and the investments in joint ventures, all of which were acquired in
settlement of loans, were recorded at the lower of the carrying value of the
original participating mortgage loans or the estimated fair value of the real
estate investment at the date of foreclosure or in-substance foreclosure. Costs
of improvements to real estate were capitalized and repairs were expensed.
Depreciation was recorded on the straight-line method until a property was
reclassified as real estate held for sale.

At least annually, and more often if circumstances dictated, the Partnership
evaluated the recoverability of the net carrying value of its real estate and
any related assets, including the real estate and related assets owned by the
joint ventures. As part of this evaluation, the Partnership assessed, among
other things, whether there had been a significant decrease in the market value
of any of its properties. If events or circumstances indicated that the net
carrying value of a property was not recoverable, the expected future net cash
flows from the property were estimated for a period of approximately five years
(or a shorter period if the Partnership expected that the property would be
disposed of sooner), along with the estimated sales proceeds at the end of the
period. If the total of these future undiscounted cash flows was less than the
carrying amount of the property, the property was 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.

The cash flows used to evaluate the recoverability of the assets and to
determine fair value were based on good faith estimates and assumptions
developed by the Managing General Partner.

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

Deferred leasing commissions were amortized over the applicable lease terms.

Rental income was accrued on a straight-line basis over the terms of leases
which provided for varying rents over the lease terms. Expense reimbursements
payable by tenants pursuant to their leases were recorded as rental revenues.

The Partnership does not use derivative instruments and did not engage in
hedging activities.

Net income per Unit amounts are calculated by dividing net income allocated to
Limited Partners by the weighted average number of Units outstanding.

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.

For income tax purposes, the Partnership, in connection with its investment in
joint ventures, recognized interest income on its original participating
mortgage loans which were secured by the properties owned by the joint ventures.
For tax purposes, the sale of One Congress Street in 2000 did not generate a
capital gain or loss; instead, the Partnership treated the receipt of its share
of the sale proceeds from GCGA, a corporate joint venture, as a loan repayment
in full. In addition, the Partnership's offering costs are treated differently
for tax and financial reporting purposes. The tax basis of the Partnership's
assets and liabilities is approximately $9.5 million higher than the amounts
reported for financial statement purposes at December 31, 2000.

In 1998, the Partnership also recognized its share of taxable income from DW
Michelson, a partnership. Such income was net of interest expense on the
Partnership's participating mortgage loan secured by the Michelson property. The
accounting policies used to account for property operations for tax reporting
purposes differed from those used by the Partnership for financial reporting as
follows: (a) depreciation was calculated using accelerated methods, (b) rental
income was recognized based on the payment terms in the applicable leases, and
(c) write-downs for impairments of real estate were not deductible.

3.   Partnership Agreement
     ---------------------

The Partnership Agreement provides that net cash flow, as defined, will be paid
90% to the Limited Partners and 10% to the General Partners. However, during the
offering period (which ended in March 1990), the Managing General Partner was
obligated to defer receipt of its share of distributable net cash flow, which
totaled $3,713,000; and during the twelve quarters thereafter, the Managing
General Partner contributed $4,807,069 of additional capital to the Partnership
to fund the difference between cash flow and a 7.5% annual distribution rate to
Limited Partners.

Sale or financing proceeds will be distributed, to the extent available: first,
97% to the Limited Partners and 3% to the General Partners until each Limited
Partner has received a return of their invested capital plus an amount
sufficient to provide a 10% cumulative annual return on their adjusted capital
contribution; second, 100% to the General Partners until they have received an
amount equal to (i) any portion of their share of net cash flow previously
deferred and not distributed, and (ii) any additional capital contributions made
by the Managing General Partner to fund distributions to the Limited Partners in
respect of the 7.5% minimum annual return described above; and third, 85% to the
Limited partners and 15% to the General Partners. However, if the Limited
Partners don't receive a return of their invested capital and a 10% cumulative
annual return on their adjusted capital contribution by the termination of the
Partnership, then the General Partners must contribute the sale proceeds they
received from the Partnership back to the Partnership. In lieu of this
contribution, the General Partners have not and will not receive distributions
of sale proceeds from the Partnership.

Taxable income (subject to certain adjustments) will generally be allocated to
the partners in proportion to the distribution of distributable cash or sale or
financing proceeds, as the case may be (or 90% to the Limited Partners and 10%
to the General Partners if there is no distributable cash or sale or financing
proceeds). At a minimum, the General Partners must be allocated 1% of the
taxable income from a sale or refinancing. Tax losses, if any, will be allocated
90% to the Limited Partners and 10% to the General Partners.

During the years ended December 31, 2000, 1999 and 1998, distributions paid to
Limited Partners included returns of capital of $74.94, $1.42 and $200.77 per
Unit, respectively, calculated as the excess of cash distributed over
accumulated earnings not previously distributed.

4.   Investments in Joint Ventures
     -----------------------------

One Congress Street, Boston, Massachusetts

Before the Partnership, through its joint venture investment, owned a general
partnership interest in GCGA, the Partnership and an affiliate, Dean Witter
Realty Yield Plus, L.P. ("Yield Plus"; and collectively, with the Partnership,
the "Lender"), made a $59.2 million participating second mortgage loan (the
"Loan") to GCGA. The Loan was due in 2001. The property was also subject to a
first mortgage loan.

In October 1996, GCGA defaulted on the Loan, and filed a voluntary petition
under Chapter 11 of the U.S. Bankruptcy Code. On October 27, 1997, the Lender
entered into a settlement agreement with GCGA (the "Agreement"). As part of the
Agreement, a new corporate joint venture which was jointly owned by the
Partnership (42%) and Yield Plus (58%) became the sole general partner of GCGA
(the "New General Partner"), with an aggregate 19.81% ownership interest in the
property. The Partnership and Yield Plus agreed to make all decisions concerning
the property jointly, and retained an affiliate of GCGA's original general
partner as property manager.

The Agreement also provided the following:

(a)   as a result of their interests in the New General Partner, the Partnership
      and Yield Plus were required to make additional loans to fund future
      tenant improvements and leasing commissions at the property (the "New
      Loans") in proportion to their ownership of the New General Partner. Any
      New Loans would bear interest at 12%, payable monthly from available cash
      flow generated by the property after payment of debt service on the first
      mortgage loan and certain operating escrows;

(b)   the interest rate on the principal of the Loan and past due interest
      thereon (aggregating approximately $12.3 million at the date of the
      Agreement) was increased to 10%, payable monthly from available cash flow
      generated by the property after payment of debt service on the New Loans;

(c)   any future unpaid debt service would accrue interest at 10%; and

(d)   the Partnership's and Yield Plus' interest in adjusted net revenue and
      capital proceeds generated by the property was increased to 80%.

The Agreement effectively changed the Lender from a participating lender to GCGA
into the general partner in a partnership which owned the One Congress Street
property. The Partnership, through the New General Partner, owned an 8.3%
partnership interest in GCGA. However, the Partnership and Yield Plus recognized
all of GCGA's profits and losses in proportion to their ownership of the New
General Partner because the Partnership and Yield Plus controlled GCGA and were
entitled to receive substantially all the cash flow and other economic benefits
from the property.

In August 2000, GCGA sold the land and building which comprise the One Congress
Street property to One Congress Street JV LLC (the "Purchaser"), an unaffiliated
third party, for a negotiated sale price of $118.5 million.

At closing, approximately $37.8 million of the sale proceeds were used to settle
GCGA's first mortgage loan, $1.3 million was used to fund all tenant
improvements that GCGA incurred in renting out the remaining vacant space at the
property prior to the sale and $1.4 million was used to pay the sale-related
closing costs (collectively, the "Sale Proceeds Reductions"). The sale proceeds
that GCGA received at closing, net of the Sale Proceeds Reductions, were
approximately $78.1 million; GCGA paid this amount to the Partnership and Yield
Plus in settlement of the Loan and accrued interest thereon. Accordingly, the
Partnership received approximately $32.8 million representing its 42% share of
the net sale proceeds GCGA received at closing.

In 2000, the Partnership paid, 100% to Limited Partners, a cash distribution of
approximately $31.7 million ($183.05 per Unit) from a portion of the One
Congress Street property sale proceeds it received. The remaining sale proceeds
were distributed, to Limited Partners only, on February 27, 2001 (see Note 7).

The Partnership's share of GCGA's gain on sale of the One Congress Street
property was approximately $19.5 million, such gain was allocated 100% to the
Limited Partners.

The summarized balance sheet of GCGA at December 31, 1999 is as follows:



                                ASSETS

Land and building, net                                    $ 59,243,308
Other                                                        8,331,755
--------------------------------------------------------------------------

Total assets                                              $ 67,575,063
==========================================================================




               LIABILITIES AND PARTNERS' CAPITAL DEFICIENCY


First mortgage loan                                       $ 37,750,000
Second mortgage loan and accrued interest                   84,028,030
Other liabilities                                            3,630,657
Partners' capital deficiency                               (57,833,624)
--------------------------------------------------------------------------

                                                          $ 67,575,063
Total liabilities and partners' capital deficiency
==========================================================================



<PAGE>



The summarized statements of operations of GCGA are as follows:


                                            Years ended December 31,
                                       2000            1999             1998
--------------------------------------------------------------------------------
Revenues:
  Rental                           $10,023,247      $16,405,741     $11,593,208
  Gain on sale of real estate       55,227,589                -               -
--------------------------------------------------------------------------------

                                    65,250,836       16,405,741      11,593,208
--------------------------------------------------------------------------------


Expenses:
  Interest on second
    mortgage loan                    5,694,891        8,346,614       8,078,420
  Other interest                     2,877,814        3,785,371       3,798,362
  Property operating                 6,282,296        6,498,471       5,946,569
  Depreciation and
    amortization                     1,506,742        2,738,548       1,960,626
--------------------------------------------------------------------------------

                                    16,361,743       21,369,004      19,783,977
--------------------------------------------------------------------------------

Income (loss) before
extraordinary item:                 48,889,093       (4,963,263)     (8,190,769)

--------------------------------------------------------------------------------

Extraordinary item:
  Gain on extinguishment
     of debt                         8,946,154                -               -
--------------------------------------------------------------------------------

Net income (loss)                  $57,835,247      $(4,963,263)    $(8,190,769)
================================================================================


GCGA's second mortgage loan consists of the Loan. The balance of the Loan at the
date of closing of the sale was approximately $88.1 million. GCGA used its net
proceeds from the sale of the One Congress Street property and remaining cash
reserves to repay $79.2 million of the Loan. Since GCGA has no remaining assets
at December 31, 2000, GCGA will not be able to repay the Loan in full. As a
result, the Partnership and Yield Plus have jointly forgiven the unpaid Loan
balance (approximately $8.9 million; the Partnership's share of this balance is
$3.7 million).

The Partnership did not recognize interest income and a loss on extinguishment
of debt on its share of the Loan; instead, the Partnership recognized its share
of GCGA's earnings exclusive of all Loan activity.

Michelson, Irvine, California

DW Michelson was owned by the Partnership (49.19%) and Yield Plus (50.81%). In
April 1998, DW Michelson sold its 90% general partnership interest in the
partnership which owned the Michelson property (the "Company") to SC Enterprises
("SCE"), the 10% limited partner of the Company, along with two promissory notes
totaling approximately $1.2 million due from SCE, for a negotiated aggregate
sale price of $64 million. SCE assigned its right to purchase the interest in
the Company to Spieker Properties L.P., which is not affiliated with the
Partnership or SCE.

In 1998, the Partnership distributed, 100% to the Limited Partners,
approximately $31.4 million ($181.09 per Unit), its share of the net proceeds
from the sale. The Partnership's share of the gain on sale of the property was
approximately $12.7 million; such gain was allocated 100% to Limited Partners.

A summarized income statement for DW Michelson for the year ended December 31,
1998 is as follows:

                                INCOME STATEMENT


Revenues:
  Rental                                                $ 1,809,111
  Gain on sale of property                               25,221,250
  Other                                                     114,859
---------------------------------------------------------------------------

                                                         27,145,220
---------------------------------------------------------------------------
Expenses:
  Property operating                                        736,120
  Depreciation and amortization                              64,745
---------------------------------------------------------------------------

                                                            800,865
---------------------------------------------------------------------------

Net income                                             $ 26,344,355
===========================================================================

Yield Plus and the Partnership received cash flow and profits and losses from
operations according to their interest in DW Michelson.

The accounting policies of GCGA and DW Michelson were consistent with those of
the Partnership.

5.   Sale of Real Estate
     -------------------

On August 11, 1998, the Partnership sold the Century Alameda Distribution Center
to an unaffiliated third party for a negotiated sale price of $9.35 million. The
Partnership recognized a gain on this sale of approximately $2.7 million, which
was allocated 100% to the Limited Partners. In 1998, the Partnership
distributed, 100% to the Limited Partners, approximately $9.1 million ($52.75
per Unit), the proceeds from the sale of the property (net of closing costs).

6.   Related Party Transactions
     --------------------------

An affiliate of Realty provided property management services for the Michelson
and the Century Alameda Distribution Center properties until the properties were
sold in 1998. For the year ended December 31, 1998, the affiliate received
property management fees of approximately $40,000. This amount was included in
property operating expenses.

Realty performs administrative functions and processes certain investor tax
information for the Partnership. For the years ended December 31, 2000, 1999,
and 1998, the Partnership incurred approximately $18,000, $33,000, and $145,000,
respectively, for these services. These amounts are included in general and
administrative expenses. At December 31, 2000, accounts payable and other
liabilities included the $18,000 due to Realty for the services it performed for
the Partnership in 2000.

7.   Cash Distributions

In 2000, the Partnership paid a distribution, to Limited Partners only, of
approximately $32,728,000 ($189.00 per Unit), consisting of $31,697,000 ($183.05
per Unit) from a portion of the proceeds from the sale of the One Congress
Street property and $1,031,000 ($5.95 per Unit) from Partnership cash reserves.
The General Partners deferred receipt of their share ($114,481) of the
distribution of cash reserves to ensure that the Partnership would have cash on
hand to cover all liabilities that may arise while the Partnership winds up its
affairs. The amounts deferred were charged against partners' capital and
recorded as distributions payable.

On February 27, 2001, the Partnership paid a distribution, to Limited Partners
only, of approximately $1,576,000 ($9.10 per Unit), consisting of $1,048,000
($6.05 per Unit) from the remaining proceeds from the sale of the One Congress
Street property and $528,000 ($3.05 per Unit) from Partnership cash reserves.
The General Partners deferred receipt of their share ($58,000) of the
distribution of cash reserves.
<PAGE>




8.   Summary of Quarterly Results (Unaudited):
     -----------------------------------------

                                                             Net Income
                                                             Per Unit of
                                                             Limited
                                                             Partnership
                           Revenue         Net Income        Interest
--------------------------------------------------------------------------------


2000

  March 31                 $ 367,131        $ 350,362           $ 1.82
  June 30                    281,183          261,238             1.36
  September 30            19,164,127       19,135,256           110.68
  December 31                 50,106           27,679             0.20
--------------------------------------------------------------------------

    Total                $19,862,547      $19,774,535          $114.06
==========================================================================


1999

  March 31                 $ 401,616        $ 378,645           $ 1.97
  June 30                    312,572          290,541             1.51
  September 30               510,328          487,969             2.53
  December 31                648,637          577,999             3.01
--------------------------------------------------------------------------

    Total                $ 1,873,153      $ 1,735,154           $ 9.02
==========================================================================



<PAGE>



ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
------   -------------------------------------------------
           ACCOUNTING AND FINANCIAL DISCLOSURE
           -----------------------------------

None.
                             PART III.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-------   --------------------------------------------------

The Partnership is a limited partnership which has no directors or officers.

The directors and executive officers of the Managing General Partner are as
follows:

                                         Position with the
Name                                 Managing General Partner
----                                 ------------------------

William B. Smith                 Chairman of the Board of Directors
E. Davisson Hardman, Jr.         President and Director
Ronald T. Carman                 Secretary and Director

All of the directors have been elected to serve until the next annual meeting of
the shareholder of the Managing General Partner or until their successors are
elected and qualify. Each of the officers has been elected to serve until his
successor is elected and qualifies.

William B.  Smith,  age 57, has been an Advisory  Director  of Morgan  Stanley
Dean  Witter & Co.  since July 2000.  From June 1997 to July 2000,  Mr.  Smith
was a Managing  Director of Morgan  Stanley & Co.  Inc.  and co-head of Morgan
Stanley  Realty  Incorporated.  Prior to June 1997, Mr. Smith was an Executive
Vice  President of Dean Witter  Reynolds  Inc. and Director of its  Investment
Banking Department for more than five years.

E.  Davisson  Hardman,  Jr.,  age 51, has been a Managing  Director  of Morgan
Stanley Asia,  Ltd. since 1997. For more than five years before June 1997, Mr.
Hardman was a Managing Director of Dean Witter Realty Inc.

Ronald T. Carman,  age 49, has been an Assistant  Secretary of Morgan  Stanley
Dean Witter & Co. since June 1997 and a Managing  Director of Morgan Stanley &
Co.  Inc.  since July 1998.  Previously,  he was a Senior Vice  President  and
Associate  General  Counsel of Dean Witter  Reynolds Inc.,  which he joined in
1984.

There is no family relationship among any of the foregoing persons.

ITEM 11.  EXECUTIVE COMPENSATION
-------   ----------------------

The General Partners are entitled to receive cash distributions, when and as
cash distributions are made to the Limited Partners, and a share of taxable
income or tax loss. Descriptions of such distributions and allocations are
contained in Item 5 above. The General Partners received cash distributions of
$200,870 and $244,162 during the years ended December 31, 1999 and 1998,
respectively. The General Partners deferred receipt of $114,481, their share of
the 2000 cash reserve distributions, to ensure that the Partnership would have
cash on hand to cover all liabilities that may arise while the Partnership winds
up it affairs. The General Partners have not received any distributions of
proceeds from property sales to date.

The General Partners and their affiliates were paid certain fees and reimbursed
for certain expenses. Information concerning such fees and reimbursements is
contained in Note 6 to the Financial Statements in Item 8 above.

The directors and officers of the Partnership's Managing General Partner
received no remuneration from the Partnership.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
-------   ---------------------------------------------------
          MANAGEMENT

(a) The following is known to the Partnership to be the beneficial owner of more
than five percent of the Units:

                                                            Units
                                                      beneficially owned
      Name of Beneficial Owners                       Number     Percent
      -------------------------                       ------     -------

       Madison Avenue Investment
           Partners, LLC ("MAIP");
       First Equity Realty, LLC ("FER");
       The Harmony Group II, LLC
           ("Harmony");
       Ronald M. Dickerman;
       Bryan E. Gordon (collectively the
           "Reporting Persons")                       8,694        5.02%

The information set forth in the Item 12 (a) is based on a Schedule 13G
Information Statement filed September 22, 2000 by the Reporting Persons. Such
Schedule 13G discloses each of the Reporting Persons beneficially owns and has
shared voting and shared dispositive power over 8,694 Units.

The  address  of MAIP,  Harmony  and Mr.  Gordon  is P.O.  Box  7533,  Incline
Village,  Nevada  89452.  The  address of FER and Mr.  Dickerman  is 555 Fifth
Avenue, 9th Floor, NY, NY 10017.

(b) The directors and executive officers of the Managing General Partner own the
following Units as of February 28, 2001:

                                                               Amount and
                                                               Nature of
Title of Class      Name of Beneficial Owner             Beneficial Ownership
--------------      ------------------------             --------------------

Limited             All directors and executive                   *
Partnership         officers of the Managing General
Interests           Partner, as a group


* Own, by virtue of ownership of limited partnership interests in the Associate
General Partner, less than 1% of the Units of the Partnership.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------   ----------------------------------------------

As a result of their being partners of a limited partnership which is the
limited partner of the Associate General Partner, certain current and former
officers and directors of the Managing General Partner also own indirect
partnership interests in the Partnership. The Partnership Agreement of the
Partnership provides that cash distributions and allocations of income and loss
to the General Partners shall be distributed or allocated 50% to the Managing
General Partner and 50% to the Associate General Partner. The General Partners'
share of cash distributions and income or loss is described in Item 5 above.

All of the outstanding shares of common stock of the Managing General Partner
are owned by Dean Witter Realty Inc., a Delaware corporation which is a
wholly-owned subsidiary of Morgan Stanley Dean Witter & Co. The general partner
of the Associate General Partner is the Managing General Partner. The limited
partner of the Associate General Partner is LSYP 88, L.P., a Delaware limited
partnership. Realty and certain current and former officers and directors of the
Managing General Partner are partners of LSYP 88, L.P. Additional information
with respect to the directors and executive officers and compensation of the
Managing General Partner and affiliates is contained in Items 10 and 11 above.

The One Congress Street property was developed by a partnership between a
Maryland-based developer and an entity comprised of former Realty executives,
some of whom were formerly executive officers of the Managing General Partner.
This entity withdrew as a partner of the original property owner/borrower
("GCGA") in September 1993, so GCGA was controlled solely by the Maryland-based
developer until control of the borrower was transferred to the Partnership and
Dean Witter Realty Yield Plus, L.P., an affiliate, in 1997.

The General Partners and their affiliates were paid certain fees and reimbursed
for certain expenses. Information concerning such fees and reimbursements is
contained in Note 6 to the financial statements in Item 8 above. The Partnership
believes that the payment of fees and the reimbursement of expenses to the
General Partners and their affiliates are on terms as favorable as would be
obtained from unrelated third parties.

                                    PART IV.

ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
-------      ----------------------------------------------------------------

(a)          The following documents are filed as part of this Annual Report:

   1.        Financial  Statements (see Index to Financial  Statements filed as
             part of Item 8 of this Annual Report).

   2.        Exhibits

     (3)(a)  Amended and Restated Agreement of Limited Partnership dated as of
             June 24, 1988 set forth in Exhibit A to the Prospectus included in
             Registration Statement Number 33-20475 is incorporated herein by
             reference.

     (3)(b)  Certificate of Limited Partnership dated as of June 24, 1988 set
             forth in Registration Statement Number 33-20475 is incorporated
             herein by reference.

     (4)(a)  Amended and Restated Agreement of Limited Partnership dated as of
             June 24, 1988 set forth in Exhibit A to the Prospectus included in
             Registration Statement Number 33-20475 is incorporated herein by
             reference.

     (4)(b)  Certificate of Limited Partnership dated as of June 24, 1988 set
             forth in Registration Statement Number 33-20475 is incorporated
             herein by reference.

     (10)(a) Partnership Agreement for DW Michelson Associates dated March 14,
             1988 was filed as Exhibit 10.1 (a) to Amendment No. 1 to
             Registrant's Registration Statement on Form S-11 and is
             incorporated herein by reference.

     (10)(b) First Mortgage Promissory Note, dated April 26, 1989, between the
             Government Center Garage Realty Trust (Maker) and Dean Witter
             Realty Yield Plus II, L.P.(Holder) was filed as Exhibit to
             Amendment No. 2 to Current Report on Form 8-K on April 26, 1989 and
             is incorporated herein by reference.

     (10)(c) Construction Loan Agreement, dated April 26, 1989, between
             Government Center Garage Realty Trust, as Borrower and Dean Witter
             Realty Yield Plus, L.P. and Dean Witter Realty Yield Plus II, L.P.,
             as Lender was filed as Exhibit to Amendment No. 2 to Current Report
             on Form 8-K on April 26, 1989 and is incorporated herein by
             reference.

     (10)(d) Intercreditor Agreement among Dean Witter Realty Yield Plus, L.P.,
             Dean Witter Realty Yield Plus II, L.P., and Realty Management
             Services Inc. dated as of April 26, 1989 was filed as Exhibit to
             Amendment No. 2 to Current Report on Form 8-K on April 26, 1989 and
             is incorporated herein by reference.

     (10)(e) First Amendment to Construction Loan Agreement dated October 12,
             1989 between Government Center Garage Realty Trust, as Borrower and
             Dean Witter Realty Yield Plus, L.P. and Dean Witter Realty Yield
             Plus II, L.P., as Lender. Filed as Exhibit 10(e) to Registrant's
             Annual Report on Form 10-K for the year ended December 31, 1995 and
             incorporated by reference herein.

     (10)(f) Amended and Restated Construction Loan/Office Loan Promissory Note
             dated October 12, 1989 between Government Center Garage Realty
             Trust (Maker) and Dean Witter Realty Yield Plus II, L.P. (Holder).
             Filed as Exhibit 10(f) to Registrant's Annual Report on Form 10-K
             for the year ended December 31, 1995 and incorporated by reference
             herein.

     (10)(g) Second Amendment to Construction Loan Agreement dated June 22, 1990
             between Government Center Garage Realty Trust, as Borrower and Dean
             Witter Realty Yield Plus, L.P. and Dean Witter Realty Yield Plus
             II, L.P., as Lender. Filed as Exhibit 10(g) to Registrant's Annual
             Report on Form 10-K for the year ended December 31, 1995 and
             incorporated by reference herein.

     (10)(h) First Amendment to Amended and Restated Construction Loan/Office
             Loan Promissory Note dated June 22, 1990 between Government Center
             Garage Realty Trust (Maker) and Dean Witter Realty Yield Plus II,
             L.P. (Holder). Filed as Exhibit 10(h) to Registrant's Annual Report
             on Form 10-K for the year ended December 31, 1995 and incorporated
             by reference herein.

     (10)(i) Supplemental Loan Agreement dated September 20, 1993 between
             Government Center Garage Realty Trust, as Borrower and Dean Witter
             Realty Yield Plus, L.P. and Dean Witter Realty Yield Plus II, L.P.,
             as Lender. Filed as Exhibit 10(i) to Registrant's Annual Report on
             Form 10-K for the year ended December 31, 1995 and incorporated by
             reference herein.

     (10)(j) Second Amendment to Notes dated September 20, 1993 between
             Government Center Garage Realty Trust (Maker) and Dean Witter
             Realty Yield Plus, L.P. and Dean Witter Realty Yield Plus II, L.P.,
             (Holders). Filed as Exhibit 10(j) to Registrant's Annual Report on
             Form 10-K for the year ended December 31, 1995 and incorporated by
             reference herein.

     (10)(k) Supplement and Amendment to Construction Loan Agreement dated
             October 27, 1997 between Government Center Garage Realty Trust
             (Borrower) and Dean Witter Realty Yield Plus, L.P. and Dean Witter
             Realty Yield Plus II, L.P. (Lenders) was filed as an Exhibit to
             Form 8-K on October 27, 1997 and is incorporated herein by
             reference.

     (10)(l) Third Amendment to Notes dated October 27, 1997 between Government
             Center Garage Realty Trust (Maker) and Dean Witter Realty Yield
             Plus, L.P. and Dean Witter Realty Yield Plus II, L.P. (Holder) was
             filed as an Exhibit to Form 8-K on October 27, 1997 and is
             incorporated herein by reference.

     (10)(m) "Purchase and Sale Agreement" dated as of December 26, 1997 among
             DW Michelson Associates as Seller, Michelson Company Limited
             Partnership as Acquired Partnership and SC Enterprises as
             Purchaser, First Amendment to Purchase and Sale Agreement dated as
             of February 3, 1998 and Assignment and Assumption Agreement dated
             as of April 3, 1998 were collectively filed as an Exhibit to Form
             8-K on April 3, 1998 and are incorporated herein by reference.

     (10)(n) "Purchase and Sale Agreement" dated as of July 1, 1998 between Dean
             Witter Realty Yield Plus II, L.P. as Seller and St. Paul
             Properties, Inc. as Purchaser was filed as an Exhibit to Form 8-K
             on August 11, 1998 and is incorporated herein by reference.

     (10)(o) Purchase and Sale Agreement as of June 14, 2000 between Government
             Center Garage Realty Trust as Seller and One Congress Street JV
             LLC, as Purchaser, First Amendment to Purchase and Sale Agreement
             as of July 27, 2000 and Second Amendment to Purchase and Sale
             Agreement were collectively filed as an exhibit to Form 8-K on
             August 31, 2000 and are incorporated herein by reference.

(b)          No Forms 8-K were filed by the Partnership during the last quarter
             of the period covered by this report.


<PAGE>



                                   SIGNATURES
                                   ----------

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

DEAN WITTER REALTY YIELD PLUS II, L.P.

By: Dean Witter Realty Yield Plus II Inc.
    Managing General Partner



By: /s/E. Davisson Hardman, Jr.               Date:  June 14, 2001
    -------------------------------------
    E. Davisson Hardman, Jr.
    President


By: /s/Raymond E. Koch                        Date:  June 14, 2001
    --------------------------------------
    Raymond E. Koch
    Controller
    (Principal Financial and Accounting Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.


DEAN WITTER REALTY YIELD PLUS II INC.
Managing General Partner


/s/William B. Smith                           Date: June 14, 2001
-------------------------------------
William B. Smith
Chairman of the Board of Directors

/s/E. Davisson Hardman, Jr.                   Date: June 14, 2001
-------------------------------------
E. Davisson Hardman, Jr.
Director

/s/Ronald T. Carman                           Date: June 14, 2001
-------------------------------------
Ronald T. Carman
Director