DW MICHELSON ASSOCIATES






                        CONSOLIDATED FINANCIAL STATEMENTS

                  FOR THE YEARS ENDED DECEMBER 31, 1996 and 1995



                           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, 1996 and 1995, and the related
statements of operations, partners' capital, and cash flows for each
of the three years in the period ended December 31, 1996.  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,
1996 and 1995, and the results of their operations and their cash
flows for each of the three years in the period ended December 31,
1996 in conformity with generally accepted accounting principles.





March 26, 1997
New York, New York



<PAGE>
<TABLE>
                                     DW MICHELSON ASSOCIATES

                                   CONSOLIDATED BALANCE SHEETS

                                   December 31, 1996 and 1995
<CAPTION>

                                                                  1996           1995

                                             ASSETS
<S>                                                           <C>            <C>
Cash and cash equivalents                                     $   107,262    $   349,827

Real estate, at cost:
  Land                                                          4,080,416      4,080,416
  Buildings and improvements                                   44,603,252     42,731,505
                                                               48,683,668     46,811,921
  Accumulated depreciation                                     10,293,558      8,270,732
                                                               38,390,110     38,541,189

Deferred leasing commissions, net                                 763,736        893,955

Other assets                                                      629,831        769,593

                                                              $39,890,939    $40,554,564


                                LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued liabilities                      $   398,490    $   249,328

Contingencies

Partners' capital                                              39,492,449     40,305,236

                                                              $39,890,939    $40,554,564



















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

CONSOLIDATED STATEMENTS OF OPERATIONS

Years ended December 31, 1996, 1995 and 1994
<CAPTION>

                                                  1996           1995            1994
<S>                                           <C>            <C>             <C>
Revenue:
  Rental                                      $ 6,600,303    $  6,181,349    $ 5,397,889
  Interest                                         41,640         289,477        153,536
                                                6,641,943       6,470,826      5,551,425

Expenses:
  Property operating                            2,128,564       1,641,804      2,277,502
  General and administrative                      286,382         271,690        259,518
  Depreciation                                  2,022,826       1,928,929      1,118,383
  Amortization                                    187,750         222,307         41,280
  Other                                            91,720         241,303        410,774
                                                4,717,242       4,306,033      4,107,457

Net income                                    $ 1,924,701    $  2,164,793    $ 1,443,968



























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

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL

Years ended December 31, 1996, 1995, and 1994
<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, 1994             $20,664,622     $19,491,926       $40,156,548

Net income                                           733,680         710,288         1,443,968
Capital contributions                                983,031         989,425         1,972,456
Distributions                                     (1,368,614)     (1,357,785)       (2,726,399)

Partners' capital at December 31, 1994            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





















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

                              CONSOLIDATED STATEMENTS OF CASH FLOWS

                          Years ended December 31, 1996, 1995 and 1994
<CAPTION>

                                                     1996          1995           1994
<S>                                              <C>           <C>            <C>
Cash flows from operating activities:
  Net income                                     $ 1,924,701   $  2,164,793   $ 1,443,968
    Adjustments to reconcile net
    income to net cash provided by
    operating activities:
     Depreciation                                  2,022,826      1,928,929     1,118,383
     Amortization                                    187,750        222,307        41,280
     (Increase) decrease in operating assets:
       Deferred expenses                             (57,531)      (567,380)     (223,158)
       Other assets                                  139,762       (320,224)      (25,982)
     Increase (decrease) in accounts payable
       and accrued liabilities                       149,162         25,954        31,642

           Net cash provided by operating
             activities                            4,366,670      3,454,379     2,386,133

Cash flows from investing activities:
  Additions to real estate                        (1,871,747)      (421,083)   (1,749,298)

Cash flows from financing activities:
  Capital contributions                            1,932,389        989,712     1,972,456
  Cash distributions                              (4,669,877)    (3,695,842)   (2,726,399)

           Net cash used in financing activities  (2,737,488)    (2,706,130)     (753,943)

(Decrease) increase in cash and cash
  equivalents                                       (242,565)       327,166      (117,108)

Cash and cash equivalents at beginning of year       349,827         22,661       139,769

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














                         See accompanying notes to financial statements.
</TABLE>
<PAGE>
                              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 acquire interests in three office buildings and underlying land
located in Irvine, CA (the "Property").

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.

The Partnership owns a 90% general partnership interest in Michelson
Company Limited Partnership (which owns the Property); 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, 1996, Michelson Company
Limited Partnership 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.

2.  Summary of Significant Accounting Policies

The financial statements include the accounts of the Partnership,
and Michelson Company Limited Partnership 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 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 a 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.

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.  The Partnership's
accounting policy complies with Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of".

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, 1996.  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 Managing
General Partner.  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 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.

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

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 as follows: (a) depreciation is
calculated over a different useful life; (b) rental income is
recognized based on the payment terms in the applicable leases; (c)
writedowns for impairment of real estate are not deductible.  The
tax basis of the Partnership's assets and liabilities is
approximately $27 million higher than the amount reported for
financial statement purposes.

3.  Lease Commitments

Minimum future rental income under noncancellable operating leases
as of December 31, 1996 is as follows:
<TABLE>
<CAPTION>
       Year ending December 31:
       <S>                      <C>
       1997                     $ 5,820,166
       1998                       4,631,696
       1999                       2,834,761
       2000                       2,007,248
       2001                       1,268,081
       Thereafter                   451,957

       Total                    $17,013,909
</TABLE>

The Partnership has determined that all leases relating to the
Property are operating leases.  The terms range from three to five
years, and generally provide for fixed minimum rents with rental
escalation and/or expense reimbursement clauses.

4.  Related Party Transactions

An affiliate of the partners provides property management services.
For the years ended December 31, 1996, 1995 and 1994, the affiliate
received property management fees of $188,428, $161,258 and
$144,120, respectively.  These amounts are included in property
operating expenses.  As of December 31, 1996, the affiliate was owed
a total of approximately $16,000 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.

5.  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.