UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                 Washington, D.C.  20549

                        FORM 10-K

[ X ]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
           THE SECURITIES EXCHANGE ACT OF 1934
       For the fiscal year ended December 31, 1997

                            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)
392-1054

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.   N/A

           DOCUMENTS INCORPORATED BY REFERENCE
                           None
                           PART I.

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  three  office  buildings,   one
industrial  property,  and  an  office  and  parking  garage
complex.   The  Partnership subsequently acquired  the  real
estate   securing  all  of  the  foregoing   loans   through
foreclosure   or   transfers  of  ownership   in   lieu   of
foreclosure.  In December 1997, the partnership  which  owns
the  Michelson office property agreed to sell the  property;
closing   is   expected  to  occur  in  April   1998.    The
Partnership's properties are described in Item 2 below.

The  Partnership  currently plans to  market  for  sale  its
remaining  real estate interests in 1998, with the objective
of  completing sales of such properties by the end of  1998.
There  is no assurance that the Partnership will be able  to
achieve this objective.

The  Partnership  considers  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's real property investments are subject  to
competition  from  similar  types  of  properties   in   the
vicinities  in which they are located.  Further  information
regarding  competition  and  market  conditions  where   the
Partnership's properties are located is set forth in Item  7
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, 1997, the Partnership owned directly  or
through  subsidiaries the following three interests in  real
estate.  Generally, the leases pertaining to the  properties
provide  for pass-throughs to the tenants of their  pro-rata
share of certain operating expenses.  In the opinion of  the
Managing   General  Partner,  all  of  the  properties   are
adequately covered by insurance.
<TABLE>
<CAPTION>
                  Year(s)  Initial Net Rentable
     Property,  Completion/        Investment         Area
Location and Type         Acquisition1         ($000) 2
(000 sq. ft.)     Type of Investment
<S>             <C>       <C>      <C>       <C>
Michelson,      1986-89/1990        $34,300  390  49.19%
general
 Irvine, CA                                  partnership
interest.3
 Three office buildings

Century Alameda 1989,90/1991        $12,400  473  Fee
interest in building
 Distribution Center,                             and
leasehold interest
 Lynwood, CA                                 in land.
 Industrial building

One Congress Street,4      1990,91/1997      $13,900
office-246      42% general partner-
 Boston, MA                         retail-37     ship
interest.5
 Office building and
  garage
________________________
</TABLE>
1.Acquisition  date is date of foreclosure  or  in-substance
  foreclosure.

2.The  lower  of  estimated fair value of  property  or  net
  carrying value of loan at acquisition date.

3.Dean  Witter  Realty Yield Plus, L.P. ("Yield  Plus"),  an
  affiliate  of  the Partnership, owns the remaining  50.81%
  general   partnership   interest.    The   total   initial
  investment in the property was approximately $71 million.

4.Property  is  subject to a mortgage loan.   In  1997,  the
  Partnership  acquired an equity interest in the  property.
  See Note 4 to the financial statements.

5.Yield  Plus  owns  the  remaining 58% general  partnership
  interest.   The  total net carrying value of  the  general
  partnership   interest   at  the  acquisition   date   was
  approximately $33.4 million.

Each property was built with on-site parking facilities.

An  affiliate  of  Realty is the property  manager  for  the
Michelson   and   Century   Alameda   Distribution    Center
properties.

In  December 1997, the partnership which owns the  Michelson
property  (which is owned 49.19% by the Partnership)  agreed
to  sell the property; closing is expected to occur in April
1998.

In  1997, the Partnership acquired an equity interest in the
One  Congress  Street property.  Approximately  70%  of  the
office   space   is   leased  to  the  Government   Services
Administration  ("GSA");  the  remaining  office  space   is
vacant.   GSA  has leased its space through July  31,  2006.
The  lease  does  not include any renewal options;  however,
after July 31, 2002, GSA may terminate the lease on all or a
portion  of  its  space.   The  1997  rent  per  annum   was
approximately $5,495,000 ($31.85 per square foot), and rents
will  increase  periodically, to a maximum of  approximately
$8,180,000  ($47.42  per square foot)  effective  August  1,
2005.   All of the parking space is leased to Kinney Systems
Inc.  through  December 31, 2003, subject to two  successive
five year renewal options at market rental rates (but in  no
event,  less  than 105% of the rent payable in  2003).   The
1997   rent  per  annum  on  this  lease  was  approximately
$3,976,713,  and rents will increase annually to  a  maximum
rent  per  annum of $4,498,252 in 2003.  The  retail  space,
which  is  not  a significant portion of the overall  space,
remains substantially vacant.

Average occupancy and effective annual rent per square  foot
at  the remaining properties in which the Partnership has an
ownership interest were as follows:
<TABLE>
<CAPTION>
                               1997  1996  1995  1994   1993
<S>                                       <C>   <C>    <C>               <C>    <C>
Century Alameda
    Average    occupancy                 100%           100%
100%                             72%        100%
  Effective annual rent per square foot     $  3.31        $
3.12                           $  3.46      $  2.94        $
3.01

Michelson
    Average    occupancy                  93%            92%
92%                              72%         83%
   Effective   annual   rent  per  square   foot      $17.36
$16.82                              $15.75            $13.75
$16.21
</TABLE>
Future  lease expiration data are as follows (dollar amounts
and square footage in thousands):
<TABLE>
<CAPTION>
                          Century Alameda


         No.  of  Tenant      Square    Annual Base    %  of
Total
  Year  Leases Expiring              Footage Expiring         Rent Expiring1     Base Rent
<S>                   <C>            <C>           <C>                   <C>
  1998       -             -              -            -
  1999       -             -              -            -
  2000       -             -              -            -
  2001       -             -              -            -
  2002       -             -              -            -
  2003       1            103           $388           27
  2004       -             -              -            -
  2005       1            309            854           81
  2006       -             -              -            -
  2007       1             61            196          100
______________________
</TABLE>
1.    Represents annualized base rent amount at the time  of
lease expiration.

Three   tenants   occupy  the  Century   Alameda   property.
Goldenberg Plywood, a manufacturer and distributor  of  home
improvement products, occupies approximately 309,000  square
feet  (65%  of the property) under a lease which expires  in
2005,  subject  to extension at the tenant's  option  for  5
years  at  the then-current market rent.  Rent per annum  is
approximately   $854,000.    Tools   Exchange,    a    tools
distributor, occupies approximately 103,000 square feet (22%
of  the property) under a lease which expires in 2003.   The
1997  rent  per  annum is approximately $347,000,  and  will
increase  to $388,000 over the remaining life of the  lease.
California  Feather & Down, a home furnishings  distributor,
occupies  approximately  61,000  square  feet  (13%  of  the
property)  under a lease which expires in  2007.   Rent  per
annum is approximately $196,000.

Leases at the properties generally provide for fixed minimum
rents  with  rental escalation and/or expense  reimbursement
clauses.

The  Federal  tax basis of the Century Alameda  property  is
approximately $13.5 million.  The building is depreciated on
the  straight-line method over a period of 31.5 years.  Real
estate taxes in 1997 totaled approximately $91,000 and  were
assessed at a rate of $1.38 per $100 of assessed valuation.

The  property  owner's Federal tax basis  of  the  Michelson
property  is  approximately $55.9 million.  The building  is
depreciated  on the straight-line method over  a  period  of
31.5  years.  The property owner's real estate taxes in 1997
totaled approximately $544,000 and were assessed at  a  rate
of $1.06 per $100 of assessed valuation.

The  property owner's Federal tax basis of the One  Congress
Street   property  is  $76.3  million.   The   building   is
depreciated using an accelerated method over a period of  15
years.   The  property  owner's real estate  taxes  in  1997
totaled  approximately $2.8 million and were assessed  at  a
rate of $4.14 per $100 of assessed valuation.

Further information relating to the Partnership's properties
is  included  in Item 7 and Notes 4 and 5 to  the  financial
statements in Item 8 below.

ITEM 3.  LEGAL PROCEEDINGS

On  December 27, 1995, a purported class action lawsuit (the
"Grigsby   Action")  naming  various  public   real   estate
partnerships sponsored by Realty (including the  Partnership
and  its  Managing  General Partner  and  Associate  General
Partner),  Realty,  Dean Witter Reynolds  Inc.  ("DWR")  and
others  as  defendants  was  filed  in  Superior  Court   in
California.    The   complaint  alleged   fraud,   negligent
misrepresentation,  intentional  and  negligent  breach   of
fiduciary  duty,  unjust enrichment and related  claims  and
sought  compensatory  and punitive  damages  in  unspecified
amounts  and  injunctive and other  equitable  relief.   The
defendants  removed the case to the United  States  District
Court for the Southern District of California.  Pursuant  to
an  order  of  the  U.S.  District Court  for  the  Southern
District  of  California entered May 24, 1996,  the  Grigsby
Action  was transferred to the U.S. District Court  for  the
Southern  District of New York.  The case was  dismissed  by
stipulation  of the parties dated March 6, 1997 and  refiled
and  consolidated with the Consolidated Action  (as  defined
below).

On  February 14, 1996, a purported class action lawsuit (the
"Schectman  Action")  naming  various  public  real   estate
partnerships sponsored by Realty (including the  Partnership
and  its  Managing  General Partner), Realty,  Dean  Witter,
Discover  & Co. ("DWD") and DWR as defendants was  filed  in
the  Chancery Court of Delaware for New Castle  County  (the
"Delaware  Chancery  Court").   On  February  23,  1996,   a
purported  class action lawsuit (the "Dosky Action")  naming
various public real estate partnerships sponsored by  Realty
(including   the   Partnership  and  its  Managing   General
Partner),  Realty,  DWD, DWR and others  as  defendants  was
filed in the Delaware Chancery Court.  On February 29, 1996,
a purported class action lawsuit (the "Segal Action") naming
various public real estate partnerships sponsored by  Realty
(including   the   Partnership  and  its  Managing   General
Partner),  Realty,  DWR, DWD and others  as  defendants  was
filed in the Delaware Chancery Court.  On March 13, 1996,  a
purported  class action lawsuit (the "Young Action")  naming
the  Partnership,  other unidentified limited  partnerships,
DWD,  DWR and others as defendants was filed in the  Circuit
Court  for  Baltimore  City  in  Baltimore,  Maryland.   The
defendants  removed the Young Action to  the  United  States
District Court for the District of Maryland.

Thereafter, the Schectman Action, the Dosky Action  and  the
Segal  Action  were  consolidated in a  single  action  (the
"Consolidated Action") in the Delaware Chancery Court.   The
Young   Action   was  dismissed  without   prejudice.    The
plaintiffs  in  the  Young  Action joined  the  Consolidated
Action.

On  October  7,  1996,  the plaintiffs in  the  Consolidated
Action  filed a First Consolidated and Amended Class  Action
Complaint  naming  various public real  estate  partnerships
sponsored  by  Realty  (including the  Partnership  and  its
Managing  General Partner), Realty, DWD, DWR and  others  as
defendants.  This complaint alleges breach of fiduciary duty
and seeks an accounting of profits, compensatory damages  in
an   unspecified   amount,  possible  liquidation   of   the
Partnership  under  a  receiver's  supervision   and   other
equitable relief.  The defendants filed a motion to  dismiss
this complaint on December 10, 1996.
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.

                       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 17, 1998, there were 7,733 holders of  limited
partnership interests.

The  Partnership is a limited partnership and,  accordingly,
does  not  pay dividends.  It does, however, make  quarterly
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 totalling
$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.

During  each of the years ended December 31, 1997 and  1996,
the    Partnership   paid   quarterly   cash   distributions
aggregating $12.50 per Unit to Limited Partners.  The  total
distribution  in  each year was $2,405,056, with  $2,164,550
distributed to the Limited Partners and $240,506 distributed
to the General Partners.

On January 28, 1998, the Partnership paid the fourth quarter
distribution  of  $3.125 per Unit to the  Limited  Partners.
The  cash  distribution  aggregated $601,264  with  $541,138
distributed  to the Limited Partners and $60,126 distributed
to the General Partners.

The Partnership anticipates making regular distributions  to
its partners in the future.  Future cash distribution levels
will   fluctuate  based  on  cash  flow  generated  by   the
Partnership's  remaining  property  interests  and  proceeds
received from property sales.

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
thereon;  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.   To  date,  the
Partnership  has  not  distributed  any  sale  or  financing
proceeds.

Taxable  income  (subject to certain  adjustments)  will  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).   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:
<TABLE>
<CAPTION>
           DEAN WITTER REALTY YIELD PLUS II, L.P.

  Years ended December 31, 1997, 1996, 1995, 1994 and 1993

                     19971             19962            1995
1994       19932
<S>                         <C>       <C>      <C>       <C>
<C>
Total  revenues    $  3,359,076        $  4,073,429        $
4,790,945        $ 4,232,379       $ 5,104,420

Net  income  (loss)         $ 1,741,253      $  1,013,115  $
3,445,931        $ 2,396,809       $(6,602,459)

Net income (loss) per
 Unit of limited
  partnership interest     $      9.05       $       5.27  $
17.91  $     12.46        $    (33.75)

Cash distribution paid
 per Unit of limited
  partnership interest3    $     12.50       $      12.50  $
16.25  $     20.00        $     28.75

Total assets at
     December     31        $42,328,088          $43,004,012
$44,487,504      $44,411,118       $45,659,620
_________________________
</TABLE>
1.Total  revenues  and net income include reserves  of  $1.1
  million   of   accrued   but  unpaid   interest   on   the
  participating mortgage loan.

2.Net  income  (loss)  is  net of a $1.5  million  and  $9.8
  million   loss   on   impairment   in   1996   and   1993,
  respectively,  on  the  One Congress Street  participating
  mortgage loan.  1996 revenues and net income are also  net
  of  reserves of $.5 million of accrued but unpaid interest
  on the loan.

3.Distributions  paid to Limited Partners represent  returns
  of  capital,  calculated as the excess of cash distributed
  per   Unit   over  accumulated  earnings  per   Unit   not
  previously distributed.

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

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.

As  described  in  Note  4 to the financial  statements,  on
October  27,  1997, the Partnership and Dean  Witter  Realty
Yield  Plus,  L.P.  ("Yield Plus"),  an  affiliate,  jointly
acquired   the   controlling  ownership  interest   in   the
owner/borrower  on  the One Congress  Street  property,  and
began accounting for their interests in the property on  the
equity  method.  The Partnership and Yield Plus continue  to
receive 100% of the cash flow and economic benefits from the
property.

In  December  1997,  partnership which  owns  the  Michelson
property  (in  which  the Partnership is  a  49.19%  general
partner) has entered into an agreement to sell the property,
for  $64  million,  of  which  the  Partnership's  share  is
approximately $31.5 million.  Closing is expected  to  occur
in  April 1998. Partnership cash flow from this property was
approximately  $1,885,000 and $2,297,000 in 1997  and  1996,
respectively.

The  Managing  General  Partner has engaged  a  real  estate
broker  to  market for sale the Century Alameda Distribution
Center and believes that, barring a change in circumstances,
it  will market for sale the One Congress Street property in
1998.   However,  there  can  be  no  assurance  that  these
properties will be sold.

Employment   growth,   especially  in  the   communications,
technology and financial services industries, has  increased
demand  for  space in many office markets.  Such  increasing
demand  and  a controlled amount of speculative construction
has   resulted  in  falling  vacancies  and  rising   rents.
Improved  property  performance  along  with  an  influx  of
capital from REITs, pension funds and foreign investors  are
increasing  property values. Some office markets, especially
suburban  markets,  are faring better than  others  and,  in
certain  areas, improved market conditions can  support  new
construction.   In  1997, the office  vacancy  rate  in  the
downtown  financial markets and government center of  Boston
(the  location of One Congress Street) decreased to  5%  and
rental rates in this market increased.  In Orange County, CA
(the  location of the Michelson property), the strong demand
for  quality  office  space combined  with  a  lack  of  new
construction increased rental rates significantly  in  1997.
The  industrial property market in the South Bay area of Los
Angeles  (the  location of the Century Alameda  Distribution
Center)  remains  strong,  and  is  experiencing  increasing
rental rates and a limited supply of large vacant blocks  of
Class A space.

In  1998,  the  Partnership's liquidity  will  be  primarily
affected  by  sales  of the Partnership's  properties;  when
properties are sold, the Partnership will have fewer income-
producing investments, Partnership cash from operations will
decrease and Partnership distributions will decline.  Future
cash  distribution levels will fluctuate based on cash  flow
generated  by  the  Partnership's remaining  properties  and
proceeds received from property sales.

The  Partnership's liquidity also depends upon the cash flow
from  operations of its real estate, distributions from  its
investments  in unconsolidated partnerships and expenditures
for  building improvements, tenant improvements and  leasing
commissions in connection with the leasing of space.  During
1997,  all of the Partnership's properties, except  for  the
One  Congress Street property, generated positive cash  flow
from  operations,  and  it  is anticipated  that  they  will
continue  to  so  in 1998. As described in  Note  4  to  the
financial   statements,  GCGA  did  not  pay   approximately
$1,130,000  of  its  1997  minimum  debt  service   to   the
Partnership while in bankruptcy.

Subsequent  to October 27, 1997, GCGA renewed the  lease  of
the  Government  Services Administration ("GSA"),  the  sole
tenant  of  the  office  space at the  One  Congress  Street
property.  The lease, which is effective August 1, 1997  and
covers  approximately  70%  of  the  office  space  at   the
property,  expires on July 31, 2006, subject to GSA's  right
to  terminate the lease, in whole or in part, after July 31,
2002.   The rental rates during the first four years of  the
new  lease  are less than the rental rates received  in  the
last two years of the expired lease.  The new lease requires
the  Partnership and Yield Plus to fund tenant  improvements
aggregating  between  $862,500 and  $1,687,500;  any  amount
funded over $862,500 will be repaid monthly by GSA over five
years plus interest at 8%. In addition, the Partnership  and
Yield  Plus  will  be  required to fund leasing  commissions
relating  to  the  new  lease  of  up  to  $1,125,000.   The
Partnership's 42% share of the maximum amount of the  above-
mentioned   tenant-related  expenditures  is   approximately
$1,181,000  (of which $346,500 would be repaid  by  GSA,  as
discussed above); the Partnership did not pay any  of  these
expenditures in 1997.

As  of December 31, 1997, the Partnership has commitments to
fund  approximately $194,000 to DW Michelson Associates  for
lease-related capital expenditures.

During   1997,  Partnership  cash  flows  from   operations,
interest   on   the   participating   mortgage   loan    and
distributions   from   DW  Michelson   Associates   exceeded
distributions  to  investors.   The  contributions  to   the
Michelson partnership ($330,000) were funded from cash  flow
from operations and cash reserves.

In  1998,  the  Partnership  expects  that  cash  flow  from
operations  of  its real estate and distributions  from  the
unconsolidated  partnerships will  exceed  distributions  to
investors (other than distributions of cash reserves and net
proceeds  from property sales).  The Partnership expects  to
fund  contributions to the unconsolidated partnerships  from
operating  cash  flows  and cash  reserves.   In  1998,  the
Partnership  expects  to distribute a portion  of  its  cash
reserves to investors.

On January 28, 1998, the Partnership paid the fourth quarter
cash   distribution  of  $3.125  per  Unit  to  the  Limited
Partners.   The cash distribution aggregated $601,264,  with
$541,138  distributed  to the Limited Partners  and  $60,126
distributed to the General Partners.

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, 1997 compared  to  1996  and  1996
compared   to  1995  are  primarily  attributable   to   the
following:

In  1995, Goldenberg Plywood leased an additional 28% of the
space at Century Alameda Distribution Center, which had been
vacant from April 1994 until July 1995.  Lease terms on  all
of  the space leased by Goldenberg were changed requiring  a
one-time adjustment to the straight-line rent accrual, which
increased  rental revenue in 1995.  Rental income  decreased
in 1996 compared to 1995 primarily because of the absence of
the  above-described  adjustment,  partially  offset  by  an
increase  in revenues because of Goldenberg's 65%  occupancy
of the property during all of 1996.

Equity  in earnings of unconsolidated partnerships increased
in   1997   because  of  the  inclusion   of   earnings   of
approximately $192,000 from GCGA in 1997. Equity in earnings
of  unconsolidated partnership decreased in 1996 compared to
1995  primarily because the real estate tax refund  received
by  the Michelson partnership in 1995 was greater than  that
received in 1996.

Interest  on the One Congress Street participating  mortgage
loan  decreased in 1997 compared to 1996 because  $1,130,000
of   reserves  of  accrued  but  uncollected  interest  were
recognized  from January 1, 1997 to October 27,  1997  (when
the  Partnership obtained control of the property)  compared
to  $470,000  in  1996.   Effective October  27,  1997,  the
Partnership  stopped accruing interest on the  participating
mortgage loan and began recognizing its share of income from
the property using the equity method of accounting.

The  decrease  in  interest income  from  the  participating
mortgage  loan  in  1996  compared  to  1995  resulted  from
reserves of accrued but uncollected interest of $470,000  in
1996.

General    and   administrative   expenses   decreased    by
approximately  $120,000  in  the  fourth  quarter  of   1997
because,   as  part  of  the  settlement  with  GCGA,   GCGA
reimbursed  the  Partnership for  approximately  $83,000  of
legal  fees the Partnership had previously paid relating  to
the settlement.

The loss on impairment of the investment in the One Congress
Street  participating mortgage loan was  incurred  in  1996.
See Note 4 to the financial statements.

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

A  summary of the markets where the Partnership's properties
are  located,  and the performance of each property,  is  as
follows:

There  has  been  no  significant new  construction  in  the
industrial  building  market  in  Lynwood,  California,  the
location  of  the Century Alameda Distribution Center.   The
demand for space in industrial properties remained strong in
1997 and the vacancy rate in this market decreased from 9.5%
in  1996  to  7%  in  1997.  Also,  in  1997,  rental  rates
increased in this market as a result of a limited supply  of
large  vacant  blocks of class A space.   During  the  years
ended December 31, 1997 and 1996, the property remained 100%
leased  to 3 tenants.  In 1997, the Partnership renewed  its
lease with Tools Exchange Inc. (for approximately 22% of the
property's space) through 2003 at a higher rental rate  than
was  received  under the expired lease.  The leases  of  the
other  two tenants at the property, Goldenberg Plywood  (for
approximately 65% of the space) and California  Feather  and
Down (for approximately 13% of the space) expire in 2005 and
2007, respectively.

During  1997,  the market vacancy rate for  class  A  office
space  in Irvine, California, the location of 2600 Michelson
Drive,  decreased  from  16% to  below  14%.   Rental  rates
increased  in  this market in 1997 because of the  continued
strong  demand  and a lack of significant new  construction.
During 1997, average occupancy at the property was 93%, and,
at  December 31, 1997, occupancy was 94% compared to 93%  at
the  prior  year-end.   The lease  of  AVCO  Financial  (for
approximately 22% of the property's space) expires in  2002;
however,  the tenant has a one-time option to terminate  its
lease  in 1999.  The property is leased to 42 other tenants,
none  of  which  individually occupy more than  10%  of  the
property's space.  Leases covering approximately 27% and 14%
of  the  space  expire in 1998 and 1999, respectively.   The
Partnership has agreed to sell this property; see Note 4  to
the financial statements.

During 1997, the downtown Boston office market, the location
of  One  Congress Street, continued to strengthen and rental
rates increased. There is no significant new construction in
this  market.   Effective August 1, 1997,  GSA  renewed  its
lease (for approximately 70% of the office space) through at
least  July 31, 2002.  The remaining 30% of the office space
has  been  vacant  since GSA terminated  a  portion  of  its
expired  lease  in August 1996. The lease for  100%  of  the
parking lot space at the property with Kinney Systems,  Inc.
expires  in 2003.  In both 1997 and 1996, the retail  space,
which  is  not  a significant portion of the overall  space,
remained substantially vacant.

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.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.



        DEAN WITTER REALTY YIELD PLUS II, L.P.


                        INDEX


                                                       Page

(a) Financial statements

Independent Auditors' Report                           17
Balance Sheets at December 31, 1997 and 1996           18
Statements of Income for the years ended December 31,
  1997, 1996 and 1995                                  19
Statements of Partners' Capital for the years
  ended December 31, 1997, 1996 and 1995               20
Statements of Cash Flows for the years ended December 31,
   1997,  1996 and 1995                                   21
Notes to Financial Statements                          22-31



(b) Financial statement schedule

Real Estate and Accumulated Depreciation       III     39-40






All  schedules  other than those indicated above  have  been
omitted  because  either  the required  information  is  not
applicable  or  the information is shown  in  the  financial
statements or notes thereto.

Independent Auditors' Report



The Partners
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,  1997 and 1996, and the related statements  of
income,  partners' capital and cash flows for  each  of  the
three  years  in  the period ended December  31,  1997.  Our
audits  also  included  financial  statement  schedule  III.
These  financial  statements  and  the  financial  statement
schedule   are   the  responsibility  of  the  Partnership's
management.  Our responsibility is to express an opinion  on
these  financial  statements  and  the  financial  statement
schedule based on our audits.

We   conducted  our  audits  in  accordance  with  generally
accepted  auditing standards.  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, 1997 and 1996,
and  the  results of its operations and its cash  flows  for
each  of  the  three years in the period ended December  31,
1997,  in  conformity  with  generally  accepted  accounting
principles.   Also,  in  our  opinion,  financial  statement
schedule  III,  when  considered in relation  to  the  basic
financial  statements taken as a whole, presents fairly,  in
all material respects, the information set forth therein.

                                 Deloitte & Touche LLP
                              /s/Deloitte & Touche LLP


New York, New York
March 24, 1998
<TABLE>
             DEAN WITTER REALTY YIELD PLUS II, L.P.

                         BALANCE SHEETS

                   December 31, 1997 and 1996
<CAPTION>
                                                 1997      1996
<S>                                                         <C>
<C>
                             ASSETS

Investment  in  unconsolidated  partnerships     $32,650,908
$19,166,087

Building, at cost, net of accumulated depreciation of
  $1,211,289  and  $1,012,772                      6,093,337
6,291,854

Investment in participating mortgage loan, net of
   allowance  of  $11,264,750  in  1996                    -
13,755,767

Cash  and  cash  equivalents                       2,680,667
2,963,298

Deferred  expenses,  net                             292,703
561,626

Other   assets                                       610,473
265,380

                                                 $42,328,088
$43,004,012


                LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and other liabilities       $   193,555    $
205,676

Security   deposits                                   97,919
97,919

                                                     291,474
303,595

Partners' capital:
   General  partners                               3,539,365
3,605,746
  Limited  partners  ($500 per Unit, 173,164  Units  issued)
38,497,249                                    39,094,671

   Total  partners'  capital                      42,036,614
42,700,417

                                                 $42,328,088
$43,004,012







         See accompanying notes to financial statements.
</TABLE>
<TABLE>
             DEAN WITTER REALTY YIELD PLUS II, L.P.

                      STATEMENTS OF INCOME

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

                                      1997      1996       1995
<S>                                                    <C>  <C>
<C>
Revenues:
 Rental                            $1,564,070          $1,475,990
$1,635,640
 Equity in earnings of unconsolidated
  partnerships                      1,125,625             946,761
1,064,862
  Interest  on  participating mortgage  loan         503,707
1,520,481                           1,988,000
 Interest on short-term investments and other             165,674
130,197                               102,443

                                    3,359,076           4,073,429
4,790,945

Expenses:
 Property operating                   922,107             817,877
662,219
 Depreciation and amortization        392,618             402,256
377,320
 General and administrative           303,098             363,181
305,475
 Loss on impairment of participating mortgage
    loan                                    -      1,477,000
-

                                    1,617,823           3,060,314
1,345,014

Net income                         $1,741,253          $1,013,115
$3,445,931

Net income allocated to:
 Limited partners                  $1,567,128          $  911,804
$3,101,338
 General partners                     174,125             101,311
344,593
                                   $1,741,253          $1,013,115
$3,445,931

Net income per Unit of limited partnership
 interest                          $     9.05          $     5.27
$    17.91










         See accompanying notes to financial statements.
</TABLE>
<TABLE>
             DEAN WITTER REALTY YIELD PLUS II, L.P.

                 STATEMENTS OF PARTNERS' CAPITAL

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

                                   Limited   General
                                   Partners  Partners      Total
<S>                                                    <C>  <C>
<C>
Partners'  capital  at January 1,  1995          $40,059,994
$3,713,005                         $43,772,999

Net income                           3,101,338            344,593
3,445,931

Cash        distributions                        (2,813,915)
(312,657)                           (3,126,572)


Partners'  capital  at December 31,  1995         40,347,417
3,744,941                           44,092,358

Net income                             911,804            101,311
1,013,115

Cash        distributions                        (2,164,550)
(240,506)                           (2,405,056)


Partners'  capital  at December 31,  1996         39,094,671
3,605,746                           42,700,417

Net income                           1,567,128            174,125
1,741,253

Cash        distributions                        (2,164,550)
(240,506)                           (2,405,056)


Partners'  capital  at December 31,  1997        $38,497,249
$3,539,365                         $42,036,614















         See accompanying notes to financial statements.
</TABLE>

<TABLE>
             DEAN WITTER REALTY YIELD PLUS II, L.P.

                    STATEMENTS OF CASH FLOWS

          Years ended December 31, 1997, 1996, and 1995
<CAPTION>
                                         1997     1996       1995
<S>                                                      <C>
<C>                                  <C>
Cash flows from operating activities:
  Net income                          $ 1,741,253          $
1,013,115                            $ 3,445,931
 Adjustments to reconcile net income to net
  cash provided by operating activities:
     Equity   in  earnings  of  unconsolidated  partnerships
(1,125,625)                                        (946,761)
(1,064,862)
      Depreciation    and    amortization            392,618
402,256                                  377,320
   Loss on impairment of participating mortgage loan           -
1,477,000                                  -
   (Increase) decrease in operating assets:
         Other     assets                          (345,093)
145,217                                 (334,773)
       Deferred  expenses                      -           -
(210,272)
   Decrease in operating liabilities:
      Accounts payable and other liabilities        (12,121)
(91,551)                                (240,224)
       Security  deposits                       -          -
(2,749)

         Net   cash   provided   by   operating   activities
651,032                                            1,999,276
1,970,371

Cash flows from investing activities:
     Distributions    from    unconsolidated    partnerships
1,884,766                                          2,297,113
1,821,753
  Contributions to unconsolidated partnerships     (413,373)
(949,484)                               (489,992)
  Additions  to  building  and  improvements               -
(212,002)                                  -

         Net   cash   provided   by   investing   activities
1,471,393                                          1,135,627
1,331,761

Cash flows from financing activities:
     Cash     distributions                      (2,405,056)
(2,405,056)                           (3,126,572)

(Decrease)   increase   in   cash   and   cash   equivalents
(282,631)                                            729,847
175,560

Cash  and  cash equivalents at beginning of year   2,963,298
2,233,451                              2,057,891

Cash and cash equivalents at end of year       $ 2,680,667  $
2,963,298                            $ 2,233,451


Supplemental disclosure of non-cash investing activities:
 Reclassification of investment in participating mortgage
  loan to investment in unconsolidated partnership:
    Investment in participating mortgage loan, net         $
13,755,767                           $     -   $      -
   Deferred expenses, net                  74,822              -
-

   Addition to investment in unconsolidated
     partnership                     $ 13,830,589      $     -
$     -





         See accompanying notes to financial statements.
</TABLE>
           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.

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  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.

The Partnership's 49.19% general partnership interest in  DW
Michelson Associates ("DW Michelson") and, effective October
27, 1997, the Partnership's 42% general partnership interest
in  GCGA Limited Partnership ("GCGA"), the owner/borrower of
the  One Congress Street property, are accounted for on  the
equity method.  See Note 4.

Real   estate   and   the  investments   in   unconsolidated
partnerships,  all of which were acquired in  settlement  of
loans,  were recorded at the lower of the carrying value  of
the  original participating mortgage loan or estimated  fair
value  of  the  real  estate  investment  at  the  date   of
foreclosure   or   in-substance   foreclosure.    Costs   of
improvements to real estate are capitalized and repairs  are
expensed.  Depreciation  is recorded  on  the  straight-line
method.

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

At  least annually, and more often if circumstances dictate,
the  Partnership  evaluates the recoverability  of  the  net
carrying  value  of its real estate and any related  assets,
including  the real estate and related assets owned  by  the
unconsolidated  partnerships.  As part of  this  evaluation,
the  Partnership assesses, among other things, whether there
has  been a significant decrease in the market value of  any
of its properties.  If events or circumstances indicate that
the net carrying value of a 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   also   periodically    evaluated    the
collectibility  of  both  interest  and  principal  of   its
investment  in the participating mortgage loan to  determine
whether  it  was impaired.  The mortgage loan was considered
to  be impaired when, based on then-current information  and
events, it was probable that the Partnership would be unable
to  collect  all  amounts  due  according  to  the  existing
contractual  terms of the loan. When the mortgage  loan  was
considered  to  be impaired, the Partnership  established  a
valuation  allowance  which  was  equal  to  the  difference
between  a)  the  carrying value of the  loan,  and  b)  the
present  value of the expected cash flows from the  loan  at
its effective interest rate, or, for practical purposes,  at
the  estimated fair value of the real estate collateralizing
the loan.

Because  the  determination of  fair  value  is  based  upon
projections  of  future  economic events  such  as  property
occupancy rates, rental rates, operating cost inflation  and
market capitalization rates which are inherently subjective,
the  amounts ultimately realized at disposition  may  differ
materially  from the net carrying value as of  December  31,
1997. The cash flows used to evaluate the recoverability  of
the  assets  and to determine fair value are based  on  good
faith  estimates and assumptions developed by  the  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  additional
write-downs, which could be material, in subsequent years if
real estate markets or local economic conditions change.

Deferred expenses consist of leasing commissions and,  prior
to October 27, 1997, origination fees in connection with the
participating   mortgage  loan.  Leasing   commissions   are
amortized over the applicable lease terms. Origination  fees
were  amortized  over the loan term, which approximated  the
effective yield method.

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.

Net  income per Unit amounts are calculated by dividing  net
income allocated to Limited Partners, in accordance with the
Partnership  Agreement, 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.

The  accounting  policies used for  tax  reporting  purposes
differ  from those used for financial reporting as  follows:
(a)  depreciation  is calculated using accelerated  methods,
(b)  rental income is recognized based on the payment  terms
in   the   applicable  leases,  and  (c)   write-downs   for
impairments  of  real estate and the participating  mortgage
loan  are not deductible.  For tax purposes, the Partnership
continues to recognize taxable interest income on its  loans
secured by the Michelson and One Congress Street properties.
The  Partnership recognizes its share of the  unconsolidated
partnerships'  taxable  income (which  is  net  of  interest
expense on the participating mortgage loans which are  still
outstanding).  In  addition,  offering  costs  are   treated
differently  for tax and financial reporting purposes.   The
tax  basis  of  the Partnership's assets and liabilities  is
approximately $42.3 million higher than the amounts reported
for financial statement purposes at December 31, 1997.

The   Financial  Accounting  Standards  Board  ("FASB")  has
recently   issued  several  new  accounting  pronouncements.
Statement   No.   130,   "Reporting  Comprehensive   Income"
establishes   standards  for  reporting   and   display   of
comprehensive income and its components.  Statement No. 131,
"Disclosures  about  Segments of an Enterprise  and  Related
Information" establishes standards for the way  that  public
business  enterprises  report  information  about  operating
segments  in  annual financial statements and requires  that
those   enterprises   report  selected   information   about
operating  segments in interim financial reports  issued  to
shareholders.   It  also establishes standards  for  related
disclosure  about  products and services, geographic  areas,
and  major customers.  These two standards are effective for
the   Partnership's  1998  financial  statements,  but   the
Partnership does not believe that they will have any  effect
on  the  Partnership's computation or  presentation  of  net
income or other disclosures.

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

3. 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)  and  the  twelve  quarters
thereafter,  the Managing General Partner was  obligated  to
(a)  defer  receipt of its share of distributable  net  cash
flow,   which   totaled  $3,713,000;  and   (b)   contribute
additional capital to the Partnership sufficient to fund the
difference  between cash flow and a 7.5% annual distribution
rate to Limited Partners, a total of $4,807,069.

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
thereon;  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.

Taxable  income  (subject to certain  adjustments)  will  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).   Tax  losses,  if  any,  will  be
allocated 90% to the Limited Partners and 10% to the General
Partners.

Distributions paid to Limited Partners for the  years  ended
December  31,  1997,  1996  and 1995  represent  returns  of
capital,  calculated as the excess of cash distributed  over
accumulated    earnings    not    previously    distributed.
4.   Investments   in   Participating  Mortgage   Loan   and
Unconsolidated      Partnerships

One Congress Street, Boston, Massachusetts

The  Partnership  and Dean Witter Realty  Yield  Plus,  L.P.
("Yield  Plus"; and collectively, with the Partnership,  the
"Lender"),  an affiliate, made a $59.2 million participating
second  mortgage  loan on the One Congress  Street  building
(the  "Loan")  to  GCGA.  The loan is  due  in  2001.   Base
interest was originally payable at 8% and the first $250,000
of  net revenues in any calendar year from the property  was
payable as additional interest.  The Lender also owned a 58%
interest  in  adjusted  net  revenue  and  capital  proceeds
generated  by  the property.  The property is subject  to  a
first mortgage loan.

In  1991, one of the general partners of the general partner
of  GCGA filed a voluntary petition under Chapter 11 of  the
Bankruptcy  Code.   In  1996, as part of  a  reorganization,
control over this general partner's interest in the property
was transferred to a trustee in bankruptcy.

In  October  1996, GCGA defaulted on the Loan by failing  to
timely   pay  its  debt  service.   Thereafter,  the  Lender
accelerated the Loan and attempted to take possession of the
property.   On  October  15, 1996, GCGA  filed  a  voluntary
petition  under  Chapter  11 of the  U.S.  Bankruptcy  Code.
During  the bankruptcy period, GCGA remained current on  its
debt  service payments to its first mortgage lender and  the
property's real estate taxes were paid.

On  October  27, 1997, the Lender entered into a  settlement
agreement  with  GCGA (the "Agreement").   As  part  of  the
Agreement, a new corporation which is 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 have agreed to make all decisions
concerning the property jointly.  The Lender has retained an
affiliate  of  GCGA's original general partner  as  property
manager.

The Agreement also provides the following:

(a)  as  a  result  of  their interests in the  New  General
     Partner, the Partnership and Yield Plus are 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  will  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)  has  been 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 will 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  has effectively changed the  Lender  from  a
participating lender to GCGA into the general partner  in  a
partnership  which  owns the One Congress  Street  property.
The  Partnership, through the New General Partner,  owns  an
8.3%  partnership  interest  in GCGA  and,  accordingly,  at
October 27, 1997, the Partnership recorded its investment at
an  amount equal to the net carrying value of its investment
in the participating mortgage loan and related assets (which
carrying value was less than the estimated fair value of the
property  at  that date).  The Partnership began,  effective
October  27,  1997,  to account for its  investment  on  the
equity method (and stopped recognizing interest income  from
its  participating mortgage loan).  Because the  Partnership
and  Yield  Plus  control GCGA and are entitled  to  receive
substantially all the cash flow and other economic  benefits
from  the property, the Partnership recognizes its share  of
the operations of GCGA.

The  Partnership  believed that during  the  period  of  the
bankruptcy it would be unable to collect its interest on the
Loan  in full and that the bankruptcy could adversely impact
future  leasing at the property. Accordingly, in  1996,  the
Partnership  determined  that  the  Loan  was  impaired  and
recorded an additional valuation allowance of $1,477,000  to
reduce the carrying value of the Loan to its estimated  fair
value.    The  Partnership  had  previously  recognized   an
impairment allowance of $9.8 million in 1993.

In  1997  (prior to the Agreement) and 1996, the Partnership
reserved  accrued  but  unpaid  interest  on  the  Loan   of
$1,130,000 and $470,000, respectively.  At October 27, 1997,
the  Partnership's total reserves against accrued but unpaid
interest approximated $1,600,000.

Summarized financial information of GCGA is as follows:
<TABLE>
<CAPTION>
                                                December 31,
                                            1997      1996
<S>                                                      <C>
<C>
                           ASSETS

Land  and  building, net                  $  59,921,306    $
61,695,354
Other
8,333,385                                  6,836,432

Total  assets                             $  68,254,691    $
68,531,786

        LIABILITIES AND PARTNERS' CAPITAL DEFICIENCY

First mortgage loan                     $ 37,750,000   $
37,750,000
Second mortgage loan and accrued interest
72,148,266                                65,292,000
Other liabilities                          3,036,017
3,208,965
Partners' capital deficiency             (44,679,592)
(37,719,179)

Total liabilities and partners' capital deficiency     $
68,254,691                              $ 68,531,786

                   STATEMENT OF OPERATIONS

                                       Years ended December
31,
                                  1997      1996      1995

Revenues:
 Rental                       $ 11,498,722        $
13,380,683                    $ 13,302,513
 Other                             238,937
63,455                             102,906

                                11,737,659
13,444,138                      13,405,419

Expenses:
 Interest on second mortgage loan          8,036,377
9,357,983                        4,734,619
 Other interest                  3,768,876
3,816,304                        3,824,393
 Property operating              5,075,676
4,874,545                        4,994,295
 Depreciation and amortization             1,940,143
2,226,861                        2,232,693

                                18,821,072
20,275,693                      15,786,000

Net loss                      $ (7,083,413)       $
(6,831,555)                   $ (2,380,581)
</TABLE>
GCGA's  second  mortgage loan consists  of  the  Loan.   The
accounting policies of GCGA are consistent with those of the
Partnership.

Michelson, Irvine, California

The  property, which consists of three office buildings,  is
owned by a subsidiary partnership of DW Michelson, a general
partnership  owned 49.19% by the Partnership and  50.81%  by
Yield Plus.
An  affiliate of the developer of the property is  obligated
to  DW Michelson on two promissory notes which originated in
1991 totaling approximately $1.1 million.  The notes 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. Payment of the promissory notes are included  in
other income when received.

In  December  1997, DW Michelson entered into  an  agreement
with  an  affiliate of the property's developer to sell  the
property and the two promissory notes, for approximately $64
million,  the  Partnership's share of which is approximately
$31.5  million.  Subsequently, the  developer  assigned  its
right  to  purchase  the property to an unaffiliated  party.
Closing is expected to occur in April 1998.  At December 31,
1997,  the  Partnership's carrying value of this  investment
was approximately $18.5 million.

The  Partnership's share of net income and  cash  flow  from
operations  from this property for the year  ended  December
31,   1997   were  approximately  $934,000  and  $1,885,000,
respectively.

An affiliate of Realty manages the property.

Summarized  financial  information of  DW  Michelson  is  as
follows:
<TABLE>
<CAPTION>
                                              December 31,
                                           1997      1996
<S>                                                      <C>
<C>
                           ASSETS

Real  estate  held for sale                $36,917,242     $
-
Land     and    building,    net                           -
38,390,110
Other
1,662,502                                 1,500,829

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

              LIABILITIES AND PARTNERS' CAPITAL

Liabilities                              $    350,749      $
398,490
Partners'      capital                            38,228,995
39,492,449

Total   liabilities   and  partners'   capital   $38,579,744
$39,890,939
</TABLE>
<TABLE>
                      INCOME STATEMENT
<CAPTION>
                                       Years  ended December
31,
                                 1997      1996      1995
<S>                                                <C>   <C>
<C>
Revenues:
 Rental                       $6,814,131          $6,600,303
$6,181,349
 Other                           110,244              41,640
289,477

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

Expenses:
 Property operating            2,917,322           2,506,666
2,154,797
    Depreciation   and   amortization              2,108,642
2,210,576                      2,151,236

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

Net income                    $1,898,411          $1,924,701
$2,164,793
</TABLE>
The  accounting policies of DW Michelson are consistent with
those of the Partnership.
5. Building

Century Alameda Distribution Center, Lynwood, CA

The building was acquired by deed-in-lieu of foreclosure  in
1992.   The land underlying the building is leased  from  an
unaffiliated   party.    The   current   ground   rent    is
approximately   $547,000  a  year,  subject   to   graduated
increases  until  expiration  of  the  lease  in  2043.   An
affiliate of Realty manages the property.
6. Leases
Minimum  future rental income under noncancellable operating
leases  of  the Century Alameda property as of December  31,
1997 is as follows:
<TABLE>
<CAPTION>
         Year ending December 31,
<S>            <C>        <C>
               1998       $ 1,397,431
               1999         1,417,882
               2000         1,417,882
               2001         1,438,333
               2002         1,438,333
               Thereafter   3,075,982
                          $10,185,843
</TABLE>
The  Partnership has determined that all leases relating  to
its properties are operating leases.  Lease terms range from
five  to  eleven  years,  and generally  provide  for  fixed
minimum   rents   with  rental  escalation  and/or   expense
reimbursement clauses.

7.  Related Party Transactions

An affiliate of Realty provides property management services
for  the  Michelson  and  the Century  Alameda  Distribution
Center  properties.  For the years ended December 31,  1997,
1996  and  1995, the affiliate received property  management
fees  of  $126,267,  $129,896  and  $106,543,  respectively.
These amounts are included in property operating expenses.

Realty   performs  administrative  functions  and  processes
certain  investor tax information for the Partnership.   For
each  of  the  three years in the period ended December  31,
1997,  the Partnership incurred approximately $212,000,  for
these  services.  These amounts are included in general  and
administrative expenses.

As of December 31, 1997, the affiliates were owed a total of
approximately $28,000 for these services.

8.  Litigation

Various  public partnerships sponsored by Realty  (including
the  Partnership  and  its  Managing  General  Partner)  are
defendants  in  purported class action lawsuits  pending  in
state and federal courts.  The complaints allege a number of
claims,   including   breach  of  fiduciary   duty,   fraud,
misrepresentation and related claims, and seek  compensatory
and  other  damages  and equitable relief.   The  defendants
intend  to vigorously defend against these actions.   It  is
impossible  to  predict the effect, if any, the  outcome  of
these  actions  might  have on the  Partnership's  financial
statements.

9.  Subsequent Event

On   January   28,  1998,  the  Partnership  paid   a   cash
distribution  of $3.125 per Unit to Limited  Partners.   The
cash   distribution   aggregated  $601,264   with   $541,138
distributed  to the Limited Partners and $60,126 distributed
to the General Partners.

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
Lawrence Volpe          Controller 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 54, has been a Managing Director  of
Morgan   Stanley  and  co-head  of  Morgan  Stanley   Realty
Incorporated  since 1997, and a Managing  Director  of  Dean
Witter  Realty  Inc., which he joined in  1982.   He  is  an
Executive Vice President of Dean Witter Reynolds Inc.

E.  Davisson  Hardman,  Jr., age 48,  has  been  a  Managing
Director of Morgan Stanley Asia, Ltd. since 1997, and  is  a
Managing  Director  of  Dean Witter Realty  Inc.,  which  he
joined in 1982.

Lawrence Volpe, age 50, is a Director and the Controller  of
Dean  Witter Realty Inc.  He is a Senior Vice President  and
Controller of Dean Witter Reynolds Inc., which he joined  in
1983.

Ronald T. Carman, age 46, is a Director and the Secretary of
Dean Witter Realty Inc.  He is an Assistant Secretary of MWD
and 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  $240,506,  $240,506   and
$312,652 during the years ended December 31, 1997, 1996  and
1995, respectively.

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
7 to the Financial Statements in Item 8 above.

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

ITEM  12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS
AND
          MANAGEMENT

   (a)   No  person is known to the Partnership  to  be  the
beneficial owner of more than five percent of the Units.

   (b)  The directors and executive officers of the Managing
General  Partner  own the following Units as  of  March  17,
1998:

                                             Amount and
                                             Nature of
Title of ClassName of Beneficial Owner  Beneficial Ownership

Limited           All directors and executive      *
Partnership       officers of the Managing
Interests         General 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  borrower  in
September  1993, so the borrower partnership was  controlled
solely by the Maryland-based developer until control of  the
borrower  was transferred to the Partnership and Yield  Plus
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
7  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.   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.

          (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.

           (27)          Financial Data Schedule

 (d)      1.     Financial   statements  of   GCGA   Limited
          Partnership,  owner of an office  building/parking
          garage complex 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
<TABLE>
                          SCHEDULE III

             DEAN WITTER REALTY YIELD PLUS II, L.P.

            Real Estate and Accumulated Depreciation

                        December 31, 1997

                 Initial Cost to Partnership (A)
<CAPTION>
                                                          Costs

Capitalized
                                         Building        and
Susbsquent to
Description              Land    Improvements             Total
Acquisition
<S>                                          <C>       <C>  <C>
<C>
Lynwood, CA          $     -     $ 9,321,476 $ 9,321,476    $
212,002

                                           Carried at End of
Period (B)

                          Loss
                     on Impairment                      Buildings
and
Description             of   Real   Estate              Land
Improvements            Total

Lynwood, CA          $(2,228,852)           $     -        $
7,304,626            $ 7,304,626

                                                         Life on
                                                       which
Deprecia-
                                                         tion in
                                                      Latest
Income
                     Accumulated             Date of      Date
Statement
Description            Depreciation(C)          Construction
Acquired             is Computed

Lynwood, CA          $1,211,289    1989    October 1991     40
years
</TABLE>
Notes:

(A)                 The property is not encumbered by long term
   debt.   The basis in the property for financial reporting
   purposes is net of loss on foreclosure of real estate.  The
   loss on foreclosure does not reduce the basis for federal
   income tax purposes.

(B)                 Reconciliation of real estate owned:
<TABLE>
<CAPTION>
                                     1997      1996      1995
<S>                               <C>       <C>       <C>
   Balance at beginning of period $7,304,626          $7,092,624
   $7,092,624

   Additions during period:
     Improvements                       -                 212,002
-
   Balance at end of period        $7,304,626          $7,304,626
$7,092,624
                    SCHEDULE III (continued)

             DEAN WITTER REALTY YIELD PLUS II, L.P.

            Real Estate and Accumulated Depreciation

                        December 31, 1997


 (C) Reconciliation of accumulated depreciation:

   Balance at beginning of period  $1,012,772          $  824,572
$  647,256
     Depreciation expense             198,517             188,200
177,316

   Balance end of period           $1,211,289          $1,012,772
$  824,572
</TABLE>
           DEAN WITTER REALTY YIELD PLUS II, L.P.

                Year ended December 31, 1997

                        Exhibit Index

Exhibit No.                Description

            (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.





                             E-1
    (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)  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.
                             E-2
    (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)
            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.

 (27)       Financial Data Schedule

                               (99)(a)             Financial
            Statements  of  GCGA Limited Partnership,  owner
            of  an  office  building/parking garage  complex
            located in Boston, Massachusettes.

     (99)(b)                 Financial  Statements   of   DW
            Michelson  Associates, owner  of  the  Michelson
            office buildings located in Irvine, California.






                             E-3