1

<PAGE>
                          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, 1999

                            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
<PAGE>
                           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  real property.  The  Partnership
subsequently  acquired equity interests in the  real  estate
securing  all of the loans through foreclosure or  transfers
of ownership in lieu of foreclosure.  All properties but the
One  Congress  Street property were sold in 1998.   The  One
Congress Street property is described in Item 2 below.

The One Congress Street property is currently being marketed
for  sale,  with the objective of completing  such  sale  in
2000.   There  can be no assurance that this  property  will
sold.

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  One  Congress Street property is subject to competition
from  similar  properties in the vicinity  in  which  it  is
located.   Further  information  regarding  competition  and
market conditions is set forth in Item 7 below.

<PAGE>
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,  1999, the  Partnership  owned  a  42%
interest  in  the  corporate joint venture  which  owns  the
general  partnership  interest in GCGA  Limited  Partnership
("GCGA"),  the  owner  of  the One  Congress  Street  office
building.   Dean  Witter  Realty Yield  Plus,  L.P.  ("Yield
Plus"),  an affiliate of the Partnership, owns the remaining
58%  joint venture interest.  Yield Plus and the Partnership
jointly  made a $59.2 million participating second  mortgage
loan  to  GCGA  in 1990;  the Partnership's  share  of  this
mortgage  loan  was approximately $24.9 million.   In  1996,
GCGA  filed  for bankruptcy protection, and  in  1997,  GCGA
entered  into  a  settlement agreement in  which  the  joint
venture  acquired the general partnership interest in  GCGA.
Yield Plus and the Partnership recorded their shares of  the
equity interests in the property at $19.5 million and  $13.9
million, respectively, the net carrying value of their loans
at  the acquisition date (which, in aggregate was lower than
the  estimated  fair value of the property).  The  property,
which  includes  an  income-producing  parking  garage,   is
located  in  Boston, MA.  Construction of the  building  was
completed in 1991. The building has a net rentable  area  of
283,000 square feet, including 37,000 square feet of  retail
space.  The property is subject to a first mortgage loan.

The  largest  office  tenant  at  the  One  Congress  Street
building  is the Government Service Administration  ("GSA").
GSA occupied 82% of the building's office space during 1999,
and  at  December 31, 1999. GSA's lease expires on July  31,
2006;  however,  after July 31, 2003,  GSA  has  a  one-time
option  to  terminate its lease on all or a portion  of  its
space.  The  lease  does not include  any  renewal  options.
GSA's  1999  rent  per  annum was approximately  $35.16  per
square foot, and will increase periodically to a maximum  of
$47.09 per square foot, beginning in August 2005.

The  lease  of  the  Commonwealth  of  Massachusetts,  which
occupies  the  remaining office space at  the  One  Congress
Street building, expires in January 2004.  The 1999 rent per
annum  from  this lease is approximately $38.22  per  square
foot, and will increase annually to a maximum of $40.22  per
square foot in 2003.

<PAGE>
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 1999 rent
per  annum  on  this lease was approximately $4,238,000  and
rents will increase annually to a maximum rent per annum  of
$4,498,00 in 2003.

In  1999,  GSA also leased approximately 19% of  the  retail
space at  the property; however, the retail space, which  is
not  a  significant portion of the overall  space,  remained
substantially vacant during 1999 and at December 31, 1999.

The  One Congress Street property is managed by an affiliate
of the original general partner of GCGA.

Generally, the leases pertaining to the property provide for
pass-throughs  to  the tenants of their  pro-rata  share  of
certain  operating expenses.  In the opinion of the Managing
General  Partner,  the  property is  adequately  covered  by
insurance.

The  property owner's Federal tax basis of the One  Congress
Street   property  is  approximately  $45.0  million.    The
building is depreciated using an accelerated method  over  a
period of 15 years.  The property owner's real estate  taxes
in 1999 totaled approximately $4.5 million and were assessed
at a rate of $4.08 per $100 of assessed valuation.

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

ITEM 3.  LEGAL PROCEEDINGS

None.


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

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






<PAGE>
                       PART II.

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

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

As  of  March 10, 2000, there were 7,368 holders of  limited
partnership interests.

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

The  Managing  General Partner was obligated  to  (a)  defer
receipt of its share of distributable net cash flow, and (b)
contribute additional capital to the Partnership, sufficient
to  fund any shortfalls between cash flow and a 7.5%  annual
distribution  rate to Limited Partners during  the  offering
period  (which  ended  March 1990) and the  twelve  quarters
thereafter.   During  the  offering  period,  the   Managing
General  Partner deferred receipt of distributions 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.

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

The  Partnership  paid cash distributions  during  the  year
ended  December  31,  1998  aggregating  $246.53  per   Unit
(including $233.84 per Unit from proceeds from the sales  of
Century Alameda and Michelson property interests, which were
paid  100%  to  the Limited Partners).  Total  distributions
amounted to $42,934,281 with $42,690,119 distributed to  the
Limited Partners and $244,162 to the General Partners.

<PAGE>
<TABLE>
The   Partnership   does  not  anticipate   making   regular
distributions  to  its partners in the  future.   Generally,
future   cash  distributions  will  be  paid  from  proceeds
received  from the sale of the One Congress Street  property
and cash reserves.

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

ITEM 6.                                   SELECTED FINANCIAL DATA

The  following  sets  forth a summary of selected  financial
data for the Partnership:
<CAPTION>
  Years ended December 31, 1999, 1998, 1997, 1996 and 1995

                        1999        19981              19972
19963      1995
<S>                         <C>       <C>      <C>       <C>
<C>
Total   revenues    $  1,873,153        $17,623,800        $
3,359,076        $ 4,073,429       $ 4,790,945

Net  income                 $  1,735,154      $16,812,595  $
1,741,253        $ 1,013,115       $ 3,445,931

Net income per
 Unit of limited
  partnership interest     $      9.02       $      96.23  $
9.05   $      5.27        $     17.91

Cash distribution paid
 per Unit of limited
  partnership  interest4    $      10.44       $     246.535
$     12.50      $     12.50       $     16.25

Total assets at
     December     31        $15,708,254          $15,996,248
$42,328,088      $43,004,012       $44,487,504
_________________________
</TABLE>
<PAGE>
1.Total  revenues  and  net income  include  gains  of  $2.7
  million  and  $12.7 million on the sales  of  the  Century
  Alameda and Michelson properties, respectively.

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

3.    Net income is net of a $1.5 million loss on impairment
  on the One Congress Street participating mortgage loan, and
  total  revenues and net income are net of reserves of  $.5
  million of accrued by unpaid interest on the loan.

4.   Distributions paid to Limited Partners included returns
  of capital per Unit of Limited Partnership interest of $1.42
  and $200.77 for the years ended December 31, 1999 and 1998
  respectively, calculated as the excess of cash distributed
  per  Unit over accumulated earning per Unit not previously
  distributed.  All distribution paid to Limited Partners in
  1995-1997 represented returns of capital.

5.    Includes  distributions of sales proceeds  of  $233.84
  from sales of property interests.

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

<PAGE>
ITEM  7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
        AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

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

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

The  Century Alameda and Michelson properties were  sold  in
1998. See Notes 4 and 5 to the financial statements.

As  a  result of the property sales, Partnership  cash  flow
from operations decreased during 1999 as compared to 1998.

Currently, the Partnership's 42% interest in the partnership
("GCGA") which owns the One Congress Street property is  the
Partnership's sole property interest. GCGA is discussing the
sale of the property with parties it has identified as being
interested in acquiring the property; however, there can  be
no  assurance that the One Congress Street property will  be
sold.

Currently,  the vacancy rate in the downtown  Boston  office
market,   the   location   of  One   Congress   Street,   is
approximately 7% and rental rates in this market are stable.
There  is  no  significant new construction in this  market.
During  the year ended December 31, 1999, occupancy at  both
the  parking  garage and the office space  at  the  property
remained  at 100%. GCGA's lease with the Government Services
Administration ("GSA"), which occupies approximately 82%  of
the office space at the property, is scheduled to expire  no
earlier   than   August  1,  2003.   The  lease   with   the
Commonwealth of Massachusetts, which occupies the  remaining
office  space, is scheduled to expire in January 2004.   The
lease for 100% of the parking lot space at the property with
Kinney  Systems, Inc. expires in December 2003.  The  retail
space,  which  is not a significant portion of  the  overall
space, remains substantially vacant.

GCGA  is negotiating a lease of all the vacant retail  space
at  the property to a single tenant.  If GCGA is successful,
it  may  incur  a significant amount of capital expenditures
and leasing commissions to lease the space.  The Partnership
will be responsible for making

<PAGE>
additional  loans  to GCGA to fund 42% of such  expenditures
(the amount of which is uncertain at this time).

In  1998, the Partnership and Dean Witter Realty Yield Plus,
L.P.,  an affiliate, (collectively, the "New GP") identified
several  areas  of  the parking garage at the  One  Congress
Street property which were in need of repair.  In 1998,  the
New GP had GCGA fund repairs for several of the problems  at
the  garage  that  the  New GP believed  required  immediate
attention, and hired an engineering firm to investigate  the
overall  garage  space to determine what additional  repairs
are  required.   During  the  first  quarter  of  1999,  the
engineering firm issued its preliminary report  to  the  New
GP,  and  during  the  second  quarter  of  1999,  a  second
engineering  firm  reviewed  the  first  firm's   work   for
reasonable  and completeness.   The New GP, after consulting
with  the engineering firms, has determined and planned  the
necessary repair work, and has selected the contractors  who
will  perform the repair work.  The New GP expects that  the
repair  work will begin during the second quarter  of  2000,
and  will be completed by the end of 2000.  The cost of this
work  to  GCGA is expected to be between $2 million  and  $3
million.   The  Partnership will be responsible  for  making
additional  loans  to  GCGA to fund  42%  of  such  fundings
(between $840,000 and $1,260,000).

The Partnership will fund its share of additional GCGA loans
from its cash reserves. However, any costs of tenant-related
expenditures which have not been funded by the time  of  the
closing of the sale of the One Congress Street property  may
instead be deducted from the sale proceeds.

During  the  year ended December 31, 1999, the One  Congress
Street   property   generated  positive   cash   flow   from
operations,  and it is anticipated that it will continue  to
do so during the period the Partnership owns its interest in
the property.

During  the  year  ended December 31, 1999, the  Partnership
made  cash distributions out of cash reserves (see Item  5).
Generally,  future  cash distributions  will  be  paid  from
proceeds  received from the sale of the One Congress  Street
property and any remaining cash reserves.

During  the  year ended December 31, 1999, the Partnership's
distributions to investors, contributions to GCGA  (to  fund
its share of tenant improvements and leasing commissions  at
the   One  Congress  Street  property)  and  cash  used   in
operations  exceeded  the Partnership's  distributions  from
GCGA's operating cash flow.  This deficiency was funded with
Partnership cash reserves.

<PAGE>
The Managing General Partner believes that the Partnership's
cash reserves are adequate for its needs in 2000.

Except  as  discussed above and in the financial statements,
the  Managing General Partner is not aware of any  trend  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, 1999 compared  to  1998  and  1998
compared   to  1997  are  primarily  attributable   to   the
following:

The  Partnership's  equity  in earnings  of  joint  ventures
included its $12.7 million share of the gain on the sale  of
the  Michelson  property in April  1998  and  its  share  of
earnings  from  operations of the Michelson property,  which
were  approximately $550,000 and $934,000 in 1998 and  1997,
respectively.

During the years ended December 31, 1999, 1998 and 1997, the
Partnership's equity in earnings of the joint venture  which
owns   the   general  partnership  interest  in   GCGA   was
approximately    $1,792,000,   $335,000,    and    $192,000,
respectively.  The  1999 increase is primarily  due  to  the
increase  in  rental  revenues at the  One  Congress  Street
property   resulting  from  an  increase  in  office   space
occupancy   from  73%  in  1998  to  100%   in   1999;   the
Partnership's  42%  share of the increase  in  revenues  was
$1,924,000. This increase was partially offset by  increases
in   property   real  estate  taxes  and  depreciation   and
amortization  expenses relating to capital expenditures  and
leasing commissions incurred in leasing the remaining vacant
space;  the  Partnership's share of the  increase  in  these
costs  were $434,000 and $327,000, respectively.  Equity  in
earnings  of the GCGA joint venture was lower in  1997  than
1998 because the Partnership did not begin to recognize  its
share of earnings from this joint venture until October  27,
1997.

The gain on sale of the real estate resulted from the August
1998  sale of the Century Alameda property.  See Note  5  to
the financial statements. The sale also caused the decreases
in  1999 and 1998 rental income, property operating expenses
and depreciation and amortization expenses.

In  1999 and 1998, there was no interest income recorded  on
the   Partnership's  participating  mortgage  loan  to  GCGA
because  the  loan was accounted for as an investment  in  a
joint venture.

<PAGE>
In  1998,  interest on cash and cash equivalents  and  other
revenues was greater than in 1999 and 1997 primarily due  to
interest  earned in 1998 on the proceeds from the  sales  of
the  Michelson  and Century Alameda properties  before  such
proceeds were distributed to the Limited Partners.

General  and  administrative  expenses  decreased  in   1999
compared to 1998 and 1998 compared to 1997 primarily due  to
the sales of the Michelson and Century Alameda properties.

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

Inflation

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





<PAGE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.



        DEAN WITTER REALTY YIELD PLUS II, L.P.


                        INDEX


                                                       Page

(a) Financial statements

Independent Auditors' Report
Balance Sheets at December 31, 1999 and 1998
Income Statements for the years ended December 31,
  1999, 1998 and 1997
Statements of Partners' Capital for the years
  ended December 31, 1999, 1998 and 1997
Statements of Cash Flows for the years ended December 31,
            1999,           1998          and           1997
Notes to Financial Statements










All  schedules have been omitted because either the required
information is not applicable or the information is shown in
the financial statements or notes thereto.
<PAGE>
Independent Auditors' Report



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,  1999 and 1998, and the related statements  of
income,  partners' capital and cash flows for  each  of  the
three  years  in the period ended December 31,  1999.  These
financial   statements   are  the  responsibility   of   the
Partnership's management.  Our responsibility is to  express
an  opinion  on  these  financial statements  based  on  our
audits.

We   conducted  our  audits  in  accordance  with  generally
accepted  auditing standards.  Those standards require  that
we plan and perform the 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, 1999 and 1998,
and  the  results of its operations and its cash  flows  for
each  of  the  three years in the period ended December  31,
1999,  in  conformity  with  generally  accepted  accounting
principles.


                                 Deloitte & Touche LLP
                              /s/Deloitte & Touche LLP


New York, New York
March 20, 2000
<PAGE>
<TABLE>
             DEAN WITTER REALTY YIELD PLUS II, L.P.

                         BALANCE SHEETS

                   December 31, 1999 and 1998
<CAPTION>
                                                 1999      1998
<S>                                                         <C>
<C>
                             ASSETS

Investment  in  joint  venture                   $14,311,690
$13,923,431

Cash  and  cash  equivalents                       1,377,357
2,062,767

Other   assets                                        19,207
10,050

                                                 $15,708,254
$15,996,248


                LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and other liabilities       $    66,874    $
81,320


Partners' capital:
   General  partners                               3,416,870
3,444,225
  Limited  partners ($500 per Unit, 173,164   Units  issued)
12,224,510                                    12,470,703

   Total  partners'  capital                      15,641,380
15,914,928

                                                 $15,708,254
$15,996,248







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

                        INCOME STATEMENTS

          Years ended December 31, 1999, 1998, and 1997

<CAPTION>
                                      1999      1998       1997
<S>                                                    <C>  <C>
<C>
Revenues:
  Equity  in  earnings  of joint ventures         $1,791,853
$13,554,417                                       $1,125,625
Rental                                    -        1,118,383
1,564,070
   Gain  on  sale of real estate           -       2,655,594
-
 Interest on participating mortgage loan          -          -
503,707
 Interest on cash and cash equivalents and
         other      income                            81,300
295,406                               165,674

                                                   1,873,153
17,623,800                          3,359,076

Expenses:
 Property operating                    49,309             508,469
922,107
  Depreciation  and  amortization           -        126,208
392,618
 General and administrative            88,690             176,528
303,098

                                      137,999             811,205
1,617,823

Net income                         $1,735,154    $16,812,595
$1,741,253


Net income allocated to:
 Limited partners                  $1,561,639    $16,663,573
$1,567,128
 General partners                     173,515             149,022
174,125

                                   $1,735,154    $16,812,595
$1,741,253


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







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

                 STATEMENTS OF PARTNERS' CAPITAL

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

                                   Limited   General
                                   Partners  Partners      Total
<S>                                          `         <C>  <C>
<C>

Partners'  capital  at January 1,  1997          $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

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

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


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

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

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

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














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

                    STATEMENTS OF CASH FLOWS

          Years ended December 31, 1999, 1998, and 1997
<CAPTION>
                                         1999     1998       1997
<S>                                                      <C>
<C>                                  <C>
Cash flows from operating activities:
    Net    income                             $    1,735,154
$16,812,595                          $ 1,741,253
 Adjustments to reconcile net income to net
  cash (used in) provided by operating activities:
    Equity in earnings of joint ventures         (1,791,853)
(13,554,417)                          (1,125,625)
    Gain on sale of real estate             -    (2,655,594)
-          Depreciation  and  amortization                 -
126,208                                  392,618
    (Increase) decrease in other assets              (9,157)
420,775                                 (345,093)
    Decrease  in  accounts  payable  and  other  liabilities
(14,446)                                           (212,304)
(12,121)

       Net  cash  (used in) provided by operating activities
(80,302)                                             937,263
651,032

Cash flows from investing activities:
    Distributions   from   joint   ventures        2,516,970
33,595,903                             1,884,766
 Contributions to joint ventures       (1,113,376)    (1,314,009)
(413,373)
   Proceeds  from sale of real estate         -    9,097,224
-

         Net   cash   provided   by   investing   activities
1,403,594                                         41,379,118
1,471,393

Cash flows from financing activities:
     Cash    distributions                       (2,008,702)
(42,934,281)                          (2,405,056)

Decrease in cash and cash equivalents              (685,410)
(617,900)                               (282,631)

Cash  and cash equivalents at beginning of year    2,062,767
2,680,667                              2,963,298

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


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

    Addition  to  investment in joint ventures     $       -
$    -                                $13,830,589







         See accompanying notes to financial statements.

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

                Notes to Financial Statements

1. The Partnership

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

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

The  Partnership expects to sell its remaining  real  estate
investment  in 2000. Pursuant to the Partnership  Agreement,
the  sale  of  the  Partnership's last such investment  will
cause  the  dissolution of the Partnership. Thereafter,  the
Partnership  will  wind up its affairs, make  a  final  cash
distribution, and terminate.

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  ("DMA") and,  effective  October  27,
1997,  the  Partnership's 42% interest in the joint  venture
which  owns the 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 joint ventures,  all  of
which were acquired in settlement of loans, were recorded at
the   lower   of   the  carrying  value  of   the   original
participating mortgage loan or estimated fair value  of  the
real estate investment at the date of foreclosure or
<PAGE>
in-substance  foreclosure.  Costs of  improvements  to  real
estate   are   capitalized   and   repairs   are   expensed.
Depreciation is recorded on the straight-line method.

At  least annually, and more often if circumstances dictate,
the  Partnership  evaluates the recoverability  of  the  net
carrying  value  of its real estate and any related  assets,
including  the real estate and related assets owned  by  the
joint ventures.  As part of this evaluation, the Partnership
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.

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,
1999. 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.

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

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

<PAGE>
Rental income was 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 increased  over  the
term  of  a lease) were 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.

For  tax  purposes, the Partnership, in connection with  its
investment   in  joint  venture,  only  recognizes   taxable
interest  income  on its loans secured by the  One  Congress
Street  property.  In  addition, the Partnership's  offering
costs   are   treated  differently  for  tax  and  financial
reporting  purposes.   The tax basis  of  the  Partnership's
assets and liabilities is approximately $25.7 million higher
than  the  amounts reported for financial statement purposes
at December 31, 1999.

Prior to 1999, the Partnership also recognized its share  of
DMA's  taxable income (which was net of interest expense  on
the   participating   mortgage   loans   outstanding).   The
accounting  policies to account for property operations  for
tax  reporting  purposes differed from  those  used  by  the
Partnership   for  financial  reporting  as   follows:   (a)
depreciation  was calculated using accelerated methods,  (b)
rental  income was recognized based on the payment terms  in
the  applicable leases, and (c) write-downs for  impairments
of real estate were not deductible.

3. Partnership Agreement

The  Partnership Agreement provides that net cash  flow,  as
defined, will be paid 90% to the Limited Partners and 10% to
the  General  Partners. However, during the offering  period
(which   ended  in  March  1990)  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 <PAGE>
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
generally be allocated to the partners in proportion to  the
distribution  of  distributable cash or  sale  or  financing
proceeds, as the case may be (or 90% to the Limited Partners
and 10% to the General Partners if there is no distributable
cash  or  sale  or financing proceeds). At  a  minimum,  the
General Partners must be allocated 1% of the taxable  income
from  a  sale  or  financing. Tax losses, if  any,  will  be
allocated 90% to the Limited Partners and 10% to the General
Partners.

Distributions  paid to Limited Partners  in  1999  and  1998
included  returns of capital of $1.42 and $200.77 per  Unit,
respectively,  calculated as the excess of cash  distributed
over  accumulated  earnings not previously distributed.  All
distributions  paid to Limited Partners  in  1997  represent
returns of capital.

4. Investments in Joint Ventures

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  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 <PAGE>
voluntary  petition under Chapter 11 of the U.S.  Bankruptcy
Code.  On  October  27,  1997, the  Lender  entered  into  a
settlement agreement with GCGA (the "Agreement").   As  part
of  the  Agreement, a new corporate joint venture  which  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   capital
     expenditures  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  at  the  date  of  the  Agreement)   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  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
<PAGE>
<TABLE>
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 and Yield Plus recognize
all  of  GCGA's  profits and losses in proportion  to  their
ownership of the New General Partner.

In  1997  (prior to the Agreement) the Partnership  reserved
accrued but unpaid interest on the Loan of $1,130,000.

Summarized financial information of GCGA is as follows:
<CAPTION>
                                                December 31,
                                            1999      1998
<S>                                                      <C>
<C>
                           ASSETS

Land  and  building, net                   $59,243,308     $
60,698,880
Other
8,331,755                                  6,394,881

Total  assets                             $67,575,063      $
67,093,761

        LIABILITIES AND PARTNERS' CAPITAL DEFICIENCY

First mortgage loan                     $37,750,000    $
37,750,000
Second mortgage loan and accrued interest
84,028,030                                79,023,308
Other liabilities                         3,630,657
3,190,814
Partners' capital deficiency            (57,833,624)
(52,870,361)

Total liabilities and partners' capital deficiency
$67,575,063                             $ 67,093,761

                  STATEMENTS OF OPERATIONS

                                       Years ended December
31,
                                  1999       1998     1997

Revenues:
 Rental                       $ 16,094,032        $
11,513,818                    $ 11,498,722
 Other                             311,709
79,390                             238,937

                                16,405,741
11,593,208                      11,737,659

Expenses:
 Interest on second mortgage loan          8,346,614
8,078,420                        8,036,377             Other
interest                         3,785,371
3,798,362                        3,768,876
 Property operating              6,498,471
5,946,569                        5,075,676
 Depreciation and amortization             2,738,548
1,960,626                        1,940,143

                                21,369,004
19,783,977                      18,821,072

Net loss                      $ (4,963,263)       $
(8,190,769)                   $ (7,083,413)
</TABLE>
<PAGE>
<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

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

The  sale price was received in cash at closing on April  3,
1998.   On  April  28,  1998,  the  Partnership  distributed
approximately $31.4 million ($181.09 per Unit), its share of
the  net  proceeds  from  the  sale,  100%  to  the  Limited
Partners.   The Partnership's share of the gain on  sale  of
the  property was approximately $12.7 million; such gain was
allocated  100% to Limited Partners in accordance  with  the
Partnership Agreement.

Summarized  financial  information of  DW  Michelson  is  as
follows:

                      INCOME STATEMENTS
<CAPTION>

Years ended December 31,
                                           1998      1997
<S>                                                      <C>
<C>
Revenues:
   Rental                                 $  1,809,111     $
6,814,131
    Gain   on   sale  of  property                25,221,250
-
       Other                                         114,859
110,244

                                                  27,145,220
6,924,375

Expenses:
     Property    operating                           736,120
2,917,322
     Depreciation   and   amortization                64,745
2,108,642

                                                     800,865
5,025,964

Net  income                               $26,344,355      $
1,898,411
</TABLE>

<PAGE>
Yield  Plus  and  the  Partnership received  cash  flow  and
profits  and  losses  from  operations  according  to  their
interest in DMA.

The   accounting  policies  of  DMA  and  the  Company  were
consistent with those of the Partnership.

5. Sale of Real Estate

On August 11, 1998, the partnership sold the Century Alameda
Distribution  Center  to  an  unaffiliated   party   for   a
negotiated  sale  price of $9.35 million.   The  Partnership
recognized  a  gain  on  this  sale  of  approximately  $2.7
million, which was allocated 100% to the Limited Partners in
accordance  with the partnership Agreement.  On  August  26,
1998,  the  Partnership  distributed  100%  to  the  Limited
Partners  approximately $9.1 million ($52.75 per Unit),  the
proceeds  from  the  sale of the property  (net  of  closing
costs).

6. Related Party Transactions

An affiliate of Realty provided property management services
for  the  Michelson  and  the Century  Alameda  Distribution
Center  properties until the properties were sold  in  1998.
For  the  years  ended  December  31,  1998  and  1997,  the
affiliate received property management fees of approximately
$40,000  and  $126,000, respectively.   These  amounts  were
included in property operating expenses.

Realty   performs  administrative  functions  and  processes
certain  investor  tax information for the Partnership.  For
the  years  ended  December 31, 1999, 1998,  and  1997,  the
Partnership  incurred  approximately $33,000,  $145,000  and
$212,000,  respectively, for these services.  These  amounts
are included in general and administrative expenses.



<PAGE>
ITEM  9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS  ON
ACCOUNTING
       AND FINANCIAL DISCLOSURE

None.
                      PART III.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

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

William B. Smith        Chairman of the Board of Directors
E. Davisson Hardman, Jr.      President and Director
Ronald T. Carman        Secretary and Director
Lewis A. Raibley, III              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 56, has been a Managing Director  of
Morgan  Stanley  &  Co. Incorporated and Co-head  of  Morgan
Stanley  Realty  Incorporated since  the  merger  of  Morgan
Stanley  Group Inc. and Dean Witter Discover & Co. in  1997.
Prior  to the merger, Mr. Smith was Executive Vice President
of  Dean Witter Reynolds Inc. and Director of its Investment
Banking  Department since January 1987.   Mr.  Smith  joined
Dean Witter in 1982 as Co-director of Dean Witter Realty.

E.  Davisson  Hardman,  Jr., age 50,  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.

Ronald T. Carman, age 48, is a Director and the Secretary of
Dean  Witter Realty Inc.  He has been an Assistant Secretary
of  Morgan Stanley Dean Witter & Co. ("MWD") and a  Managing
Director  of  Morgan  Stanley & Co. Inc.  since  July  1998.
Previously,  he  was a Senior Vice President  and  Associate
General  Counsel  of  Dean Witter Reynolds  Inc.,  which  he
joined in 1984.
<PAGE>
Lewis  A.  Raibley, III, age 38, is a Senior Vice  President
and  Controller in the Individual Asset Management Group  of
MWD.   From  July 1997 to May 1998, Mr. Raibley  was  Senior
Vice  President  and  Director  in  the  Internal  Reporting
Department of MWD;  from 1992 to 1997, he served  as  Senior
Vice  President and Director in the financial Reporting  and
Policy  Division  of  MWD.  He has been  with  MWD  and  its
affiliates since 1986.

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

ITEM 11.  EXECUTIVE COMPENSATION

The   General   Partners  are  entitled  to   receive   cash
distributions, when and as cash distributions  are  made  to
the  Limited Partners, and a share of taxable income or  tax
loss.   Descriptions of such distributions  and  allocations
are  contained  in  Item  5  above.   The  General  Partners
received  cash  distributions  of  $200,870,  $244,162   and
$240,506 during the years ended December 31, 1999, 1998  and
1997,  respectively.  The  General  Partners  have  deferred
distribution  of their share of all proceeds  from  property
sales to date.

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

The  directors  and  officers of the Partnership's  Managing
General   Partner   received  no   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 February  29,
2000:

                                             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
________________
<PAGE>
*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
6  to  the  Financial  Statements  in  Item  8  above.   The
Partnership  believes  that the  payment  of  fees  and  the
reimbursement of expenses to the General Partners and  their
affiliates  are on terms as favorable as would  be  obtained
from unrelated third parties.
<PAGE>
                       PART IV.

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

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

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

               2.   Exhibits

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

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

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

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

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

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

                     (10)(c)    Construction Loan Agreement,
          dated  April  26, 1989, between Government  Center
          Garage Realty Trust, as Borrower and Dean
<PAGE>
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.

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

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

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

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

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

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


           (27)          Financial Data Schedule
<PAGE>
 (b)            No  Forms  8-K were filed by the partnership
          during  the last quarter of the period covered  by
          this report.

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

<PAGE>
                         SIGNATURES

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

DEAN WITTER REALTY YIELD PLUS II, L.P.

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


By:                                  /s/E. Davisson Hardman,
Jr.                                  Date:  March 29, 2000
   E. Davisson Hardman, Jr.
   President


By:                                   /s/Charles M.  Charrow
Date:  March 29, 2000
   Charles M. Charrow
   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 29, 2000
William B. Smith
Chairman of the Board of Directors

/s/E. Davisson Hardman, Jr.             Date: March 29, 2000
E. Davisson Hardman, Jr.
Director

/s/Ronald T. Carman                     Date: March 29, 2000
Ronald T. Carman
Director

/s/Lewis A. Raibley, III                     Date: March 29,
2000
Lewis A. Raibley, III
Director
<PAGE>
           DEAN WITTER REALTY YIELD PLUS II, L.P.

                Year ended December 31, 1999

                        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
<PAGE>
(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.
<PAGE>
    (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.

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

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

<PAGE>
(27)        Financial Data Schedule
                            (99)    Financial Statements  of
            GCGA  Limited  Partnership, owner of  an  office
            building/parking  garage  complex   located   in
            Boston, Massachusettes.



































                             E-3



<PAGE>














                  GCGA LIMITED PARTNERSHIP

                    Financial Statements

                Independent Auditors' Report
<PAGE>
Independent Auditors' Report



To the Partners of
  GCGA Limited Partnership



We  have  audited the accompanying balance  sheets  of  GCGA
Limited  Partnership (the "Partnership") as of December  31,
1999  and  1998  and the related statements  of  operations,
partners' capital deficiency, and cash flows for each of the
three  years  in the period ended December 31, 1999.   These
financial   statements   are  the  responsibility   of   the
Partnership's management.  Our responsibility is to  express
an  opinion  on  these  financial statements  based  on  our
audits.

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

In  our opinion, the financial statements present fairly, in
all  material  respects,  the  financial  position  of  GCGA
Limited Partnership as of December 31, 1999 and 1998 and the
results of its operations and its cash flows for each of the
three  years  in  the  period ended December  31,  1999,  in
conformity with generally accepted accounting principles.




                                   Deloitte & Touche, LLP
                                    /s/  Deloitte &  Touche,
LLP



New York, New York
March 20, 2000
<PAGE>
<TABLE>
                    GCGA LIMITED PARTNERSHIP

                         Balance Sheets

                   December 31, 1999 and 1998
<CAPTION>
                                                 1999       1998
<S>                                          <C>       <C>
                             Assets

Real estate, at cost:
 Land                                                  $
4,892,336                                    $  4,892,336
 Building and improvements                     74,563,455
73,624,779
                                               79,455,791
78,517,115
  Accumulated depreciation                    (20,212,483)
(17,818,235)
                                               59,243,308
60,698,880

Cash
1,054,639                                         385,172
Escrow deposits                                 1,015,167
808,617
Accounts receivable                             4,917,634
4,761,502
Deferred expenses, net                          1,228,081
325,806
Other assets                                      116,234
113,784

                                             $ 67,575,063   $
67,093,761


          Liabilities and Partners' Capital Deficiency

Liabilities:
 First mortgage loan                         $ 37,750,000   $
37,750,000
 Second mortgage loan and accrued interest     84,028,030
79,023,308
 Note payable                                   2,371,498
2,446,428
 Accounts payable and other liabilities         1,259,159
744,386

                                              125,408,687
119,964,122

Partners' capital deficiency                  (57,833,624)
(52,870,361)

                                             $ 67,575,063   $
67,093,761








         See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
                    GCGA LIMITED PARTNERSHIP

                    Statements of Operations

          Years ended December 31, 1999, 1998 and 1997

<CAPTION>
                                       1999      1998      1997
<S>
<C>                                          <S>       <S>
Revenues:
 Rental                            $16,094,032
$11,513,818                        $11,498,722
 Interest and other                    311,709
79,390                                 238,937

                                    16,405,741
11,593,208                          11,737,659

Expenses:
 Interest                           12,131,985
11,876,782                          11,805,253         Property
operating                            6,205,129
4,996,224                            4,393,023
Depreciation                         2,394,248
1,895,228                            1,774,048
 Amortization                          344,300
65,398                                 166,095
 General and administrative            293,342
950,345                                682,653

                                    21,369,004
19,783,977                          18,821,072

Net loss                           $(4,963,263)
$(8,190,769)                       $(7,083,413)





















         See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
                    GCGA LIMITED PARTNERSHIP

      Statements of Changes in Partners' Capital Deficiency

          Years ended December 31, 1999, 1998 and 1997

<CAPTION>

                                                           Total
<S>
<C>
Partner's capital deficiency at January 1, 1997
$(37,719,179)

Contributions
200,000

Distributions
(77,000)

Net loss
(7,083,413)

Partners' capital deficiency at December 31, 1997
(44,679,592)

Net loss
(8,190,769)

Partners' capital deficiency at December 31, 1998
(52,870,361)

Net loss
(4,963,263)

Partners' capital deficiency at December 31, 1999
$(57,833,624)



















         See accompanying notes to financial statements.
</TABLE>




<PAGE>
<TABLE>
                    GCGA LIMITED PARTNERSHIP

                    Statements of Cash Flows

          Years ended December 31, 1999, 1998 and 1997
<CAPTION>
                                        1999          1998
1997
<S>                                 <C>         <C>       <C>
Cash flows from operating
activities:                         $(4,963,2   $(8,190,7 $(7,083,4
  Net loss                          63)         69)       13)
  Adjustments to reconcile net loss
to net cash
   (used in) provided by operating
activities:
     Interest accrual on second     2,353,827   4,154,099 6,856,266
mortgage loan in         excess of
payments                            2,738,548   1,960,626 1,940,143
     Depreciation and amortization
     (Increase) decrease in
operating assets:                   (206,550)   (36,239)  (188,802)
        Escrow deposits
        Accounts receivable         (156,132)   213,677   (36,403)
        Deferred expenses
        Other assets                (1,246,57   (132,862) (29,417)
     Increase (decrease)in accounts 5)
payable and                                     96,406    (98,627)
       other liabilities            (2,450)

                                                222,624   (92,377)
                                    514,773

         Net cash (used in)
       provided by operating
       activities                   (967,822)   (1,712,43 1,267,370
                                                8)

Cash flows from investing
activities:                                                    -
  Additions to building and         (938,676)   (2,672,80
improvements                                    2)

Cash flows from financing
activities:                                                    -
  Borrowings under second mortgage  2,650,895   2,720,943
loan                                                      (80,571)
  Repayment of note payable         (74,930)    (67,827)
  Partner contributions                   -           -   200,000
  Partner distributions                   -           -
                                                          (77,000)

         Net cash provided by
financing activities                2,575,965   2,653,116 42,429

Increase (decrease) in cash
                                    669,467     (1,732,12 1,309,799
Cash at beginning of year                       4)

                                    385,172               807,497
                                                2,117,296

Cash at end of year                             $         $
                                    $1,054,63   385,172   2,117,296
                                    9

Supplemental disclosure of cash
paid during the year for interest               $         $
                                    $9,778,15   7,752,794 4,948,987
                                    8



         See accompanying notes to financial statements.
</TABLE>
<PAGE>
                  GCGA LIMITED PARTNERSHIP

                Notes to Financial Statements


1. Organization

GCGA  Limited Partnership (the "Partnership") is  a  limited
partnership organized under the laws of the Commonwealth  of
Massachusetts.   The Partnership is the sole beneficiary  of
the  Government  Center Garage Realty  Trust  (the  "Trust")
which owns One Congress Street (the "Property"), an 11-story
structure  containing approximately 283,000 square  feet  of
office  and  retail space and a 2,200-space parking  garage,
located in Boston, Massachusetts.

Prior  to  October 27, 1997, the partners of the Partnership
were Government Center Garage Associates Limited Partnership
("GCA"), which owned a 1% general partnership interest and a
98%   limited   partnership  interest,  and  an   individual
affiliated with the developer of the property who owned a 1%
limited partnership interest (the "Affiliate").

In  October  1996, the Partnership defaulted on  its  second
mortgage  loan  by failing to timely pay its  debt  service.
Thereafter,  the second mortgage lenders (Dean Witter  Yield
Plus,  L.P.  ("Yield Plus") and Dean Witter Yield  Plus  II,
L.P.  ("Yield  Plus  II"),  collectively,   (the  "Lender"))
accelerated the loan and attempted to take possession of the
property.   On  October 15, 1996, the  Partnership  and  the
Trust filed a voluntary petition for relief under Chapter 11
of  Title 11 of the United States Code in the United  States
Bankruptcy   Court  for  the  District  of   Maryland   (the
"Bankruptcy  Court").  While in bankruptcy, the  Partnership
operated  as a debtor-in-possession, whereby the Partnership
could  not  engage in transactions outside of  the  ordinary
course of business without approval of the Bankruptcy Court,
after notice and hearing.

On  October  27,  1997,  the  Partnership  entered  into   a
settlement agreement with the Lender (the "Agreement").   As
part  of  the Agreement, two new corporations each of  which
are  jointly  owned by Yield Plus (58%) and  Yield  Plus  II
(42%),  became the sole general partners (the  "New  General
Partners")  of  the  Partnership  (with  an  aggregate   19%
ownership  interest) and GCA (with an aggregate 1% ownership
interest).  Yield Plus and Yield Plus II have agreed to make
all  decisions concerning the Partnership and  its  property
jointly, and retained an affiliate of the Partnership's


<PAGE>
                  GCGA LIMITED PARTNERSHIP

                Notes to Financial Statements

1. Organization (continued)

original  general partner as property manager.  As  part  of
the   Agreement,   the  second  mortgage   loan   was   also
restructured (see Note 3).

Pursuant   to   the  Agreement,  GCA's  limited  partnership
interest  in  the Partnership was reduced  to  81%  and  the
Affiliate's 1% interest in the Partnership was eliminated.

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.

Real   estate   is   recorded  at  cost   less   accumulated
depreciation.   Cost  includes  land,  improvements,  direct
construction  costs,  indirect project costs,  and  carrying
costs, including real estate taxes, interest and loan  costs
incurred  during  the construction period.  Depreciation  is
recorded on the straight-line method.  Repairs are expensed.

At  least annually, and more often if circumstances dictate,
the  Partnership  evaluates the recoverability  of  the  net
carrying value of  the Property and any related assets.   As
part  of  this  evaluation, the Partnership assesses,  among
other  things, whether there has been a significant decrease
in   the  market  value  of  the  Property.   If  events  or
circumstances indicate that the net carrying  value  of  the
Property  may  not be recoverable, the expected  future  net
cash  flows from the Property are estimated for a period  of
approximately  five  years  (or  a  shorter  period  if  the
Partnership  expects that the Property may  be  disposed  of
sooner), along with estimated sales proceeds at the  end  of
the                                                  period.
<PAGE>
                  GCGA LIMITED PARTNERSHIP

                Notes to Financial Statements

2. Summary of Significant Accounting Policies (continued)

If  the  total of these future undiscounted cash flows  were
less  than the carrying amount of the Property, the Property
would  be  written down to its fair value as determined  (in
some  cases  with  the  assistance of  outside  real  estate
consultants) based on discounted cash flows, and a  loss  on
impairment recognized by a charge to earnings.

Because  the  determination of  fair  value  is  based  upon
projections  of  future  economic events  such  as  property
occupancy rates, rental rates, operating cost inflation  and
market capitalization rates which are inherently subjective,
the  amounts ultimately realized at disposition  may  differ
materially  from the net carrying value as of  December  31,
1999. 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 New General
Partners.  Unanticipated events and circumstances may  occur
and  some assumptions may not materialize; therefore  actual
results may vary from the estimates and the variances may be
material.   The  Partnership may provide  additional  write-
downs, which could be material, in subsequent years if  real
estate markets or local economic conditions change.

Deferred expenses  consist of origination fees in connection
with   the   mortgage   loans   and   leasing   commissions.
Origination  fees   are amortized over the  applicable  loan
terms. Leasing commissions are amortized over the applicable
lease terms.

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

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



                  GCGA LIMITED PARTNERSHIP
<PAGE>
                Notes to Financial Statements

2.   Summary of Significant Accounting Policies (continued)

The accounting policies used for tax reporting purposes
differ from those used for financial reporting as follows:
(a) depreciation is calculated
using   accelerated  methods  and  (b)  rental   income   is
recognized  based   on the payment terms in  the  applicable
leases.   The  tax  basis  of the Partnership's  assets  and
liabilities  is approximately $12.2 million lower  than  the
amounts   reported  for  financial  statement  purposes   at
December 31, 1999.

3. Mortgage Loans Payable

The Trust has a $37,750,000 first mortgage loan payable to a
major insurance company.  The loan requires monthly payments
of  interest only, payable at 9.39% and matures November  1,
2001.  For  each  of  the three years in  the  period  ended
December 31, 1999, the Partnership incurred interest expense
of $3,544,725 on this loan.

The  Trust  also  has a participating second  mortgage  loan
payable  to  the  Lender  which is due in  2001.   Prior  to
October  27,  1997, principal of the loan  was  $59,200,000,
base  interest  was  payable monthly 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  revenues  and
capital proceeds generated by the property.

The second mortgage loan was restructured as follows:

(a)  any New Loans (the "New Loans") made by the New General
     Partners  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;
<PAGE>
                  GCGA LIMITED PARTNERSHIP

                Notes to Financial Statements

(b)  the  interest  rate  on  the  principal  and  past  due
     interest  on   the  second mortgage  loan  (aggregating
     approximately  $12.3 million at October 27,  1997)  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)  Yield  Plus'  and Yield Plus II's interest in  adjusted
     net  revenue  and  capital proceeds  generated  by  the
     property was increased to 80%.

The  Partnership  incurred interest expense  on  the  second
mortgage  loan of $8,346,614, $8,078,420, and $8,036,377  in
1999, 1998 and 1997, respectively.

4. Note Payable

At  the  inception of the parking garage lease  with  Kinney
System  of  Sudbury St., Inc., a wholly owned subsidiary  of
Kinney System, Inc., the lessee granted a $3,000,000 loan to
the  Partnership,  which is payable in monthly  payments  of
$26,350, which include interest at 10 percent per annum. The
lease  provides  for  supplemental rental  payments  to  the
Partnership of $26,350 per month to cover loan principal and
interest  payments.   These amounts are included  in  rental
income.   The lease also provides that the unpaid  principal
of  the loan may be forgiven if certain conditions described
in the note agreement are met.  Interest expense incurred on
this  loan  in  1999,  1998,  and  1997  were  approximately
$241,000,  $248,000, and $224,000, respectively.   The  loan
will be fully paid by December 2003.
<PAGE>
                  GCGA LIMITED PARTNERSHIP

                Notes to Financial Statements

5. Leases

Minimum  future rental income under noncancelable  operating
leases as of December 31, 1999 is as follows:

          Year ended December 31   Future minimum rentals


                2000                  $12,470,989
                2001                   12,710,556
                2002                   13,013,044
                2003                   10,190,833
                2004                      135,156
                                      $48,520,578

The  Partnership has determined that all leases relating  to
its properties are operating leases.  Lease terms range from
five to twenty one years.

6. Related-Party Transactions

The  Property is managed by an affiliate of the Partnership.
For  the years ended December 31, 1999, 1998, and 1997,  the
affiliate   earned   management  fees  of  approximately   $
173,000,   $105,000,  and  $124,000,  respectively.    These
amounts are included in property operating expenses.