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, 1996

                             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 instrume
nt)

       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)
392-1054

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

Title of each className 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       X
No

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. Not Applicable
            DOCUMENTS INCORPORATED BY REFERENCE
                            None
                          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.     Financial  Statement  Schedules  (see  Index  to
     Financial  Statements filed as part of Item 8  of  this
     Annual Report).

 3.  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.

    (27)  Financial Data Schedule

(d)       1.     Financial   statements  of   GCGA   Limited
          Partnership,  owner of an office  building/parking
          garage located in Boston, Massachusetts.

(d)   2.    Financial statements of DW Michelson Associates,
owner  of the             Michelson office buildings located
in Irvine, California.

                      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:  March 27, 1998
   E. Davisson Hardman, Jr.
   President


By:                                     /s/Lawrence    Volpe
Date:  March 27, 1998
   Lawrence Volpe
   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:   March  27,
1998
William B. Smith
Chairman of the Board of Directors


/s/E.  Davisson  Hardman, Jr.             Date:   March  27,
1998
E. Davisson Hardman, Jr.
Director


/s/Lawrence  Volpe                        Date:   March  27,
1998
Lawrence Volpe
Director


/s/Ronald  T.  Carman                     Date:   March  27,
1998
Ronald T. Carman
Director
             DEAN WITTER REALTY YIELD PLUS II, L.P.
                   Two World Trade Center
                  New York, New York 10048



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


Ladies and Gentlemen:

Attached  is Registrant's Form 10-K/A by which the financial
statements  of  GCGA  Limited  Partnership  are   filed   as
financial statement schedules to Registrant's annual  report
on Form 10-K for the year ended December 31, 1996.


                                   Very truly yours,

                              DEAN WITTER REALTY YIELD PLUS
II,                                       L.P.

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



                            By:     /s/   C.   M.    Charrow
Charles M. Charrow
                              Assistant Controller