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

                       FORM 10-K/A

[ X ]ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF
           THE SECURITIES EXCHANGE ACT OF
1934
         For the fiscal year ended October
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 0-18150

      DEAN WITTER REALTY INCOME PARTNERSHIP
  II, L.P. (Exact name of registrant as
  specified in its charter)

       Delaware                      13-
3244091
(State of organization)  (IRS Employer
Identification No.)

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

Registrant's telephone number, including area
code:   (212) 392-1054

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

Title of each className of each exchange on
       which registered None
       None

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

          Units of Limited Partnership Interest
                (Title of Class)

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

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

State the aggregate market value of the voting
stock held by nonaffiliates of the registrant.
Not Applicable


       DOCUMENTS INCORPORATED BY REFERENCE

                      None

<PAGE>
 DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.

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

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

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

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

 3.        Exhibits
                  (3)(a)   Amended and Restated
           Agreement of Limited  Partnership
           dated  as  of  September  6, 1984
           set  forth  in Exhibit A to the
           Prospectus included      in
           Registration   Statement   Number
           2-93207 is incorporated herein by
reference.

                       (b)      Certificate
           of    Limited Partnership  included
           in Registration  Statement Number   2-
           93207   is  incorporated   herein
           by reference.

                  (4)(a)   Amended and Restated
           Agreement of Limited  Partnership
           dated  as  of  September  6, 1984
           set  forth  in Exhibit A to the
           Prospectus included      in
           Registration   Statement   Number
           2-93207 is incorporated herein by
reference.

                       (b)      Certificate
           of    Limited Partnership  included
           in Registration  Statement Number   2-
           93207   is  incorporated   herein
           by reference.

                (10)(a)    Purchase and Sale
           Agreements  for properties
           purchased were filed as  Exhibits  to
           Form  8-K on May 24, 1985, July 15,
           1985, October 29,  1985, November 15,
           1985, February 27,  1986, August 29,
           1986, September 4, 1986, December
           18, 1986  and  December 30, 1986 and
           are incorporated herein by reference.

                     (b)     Purchase  and  Sale
           Agreement, dated  as  of  October
           19,  1995,  between  Dean Witter
           Income  Partnership  II,  L.P.,
           Midway Crossing Limited Partnership,
           Dean Witter  Income Partnership  III,
           L.P., Genesee Crossing  Limited
           Partnership,  Farmington/9  Mile
           Associates,   a Michigan  Limited
           Partnership, Hampton  Crossing
           Associates,  Rochester Hills Limited
           Partnership, Dean  Witter Realty
           Yield Plus, L.P. and New Plan Realty
           Trust  (including Exhibit J thereto)
           was filed  as an exhibit to Form 8-K
           on December  11, 1995 and is
           incorporated herein by reference.

      (c)  First Amendment to Purchase and Sale
Agreement, dated
         as  of October 19, 1995, between Dean Witter
         Income
Partnership II, L.P., Midway Crossing Limited
Partnership, Dean Witter Income Partnership III, L.P.,
Genesee Crossing
         Limited Partnership, Farmington/9 Mile
         Associates, a Michigan Limited Partnership,
         Hampton Crossing Associates, Rochester Hills
         Limited Partnership, Dean Witter Realty
      <PAGE>
      Yield Plus, L.P. and New Plan Realty Trust was
filed
   as an exhibit to Form 8-K on December 11, 1995 and is
      incorporated herein by reference.

       (d)    Purchase  and  Sale  Agreement  dated  as
of
           December  19,  1996, between  Dean Witter
           Realty Income  Partnership II, L.P., a Delaware
           limited partnership,  as  Seller and  Office
           Opportunity Fund  III,  a California limited
           partnership,  as Purchaser was filed as an
           Exhibit to Form 8-K  on February  27, 1997 and
           is incorporated herein  by reference.


                       (e)   Purchase  and  Sale
Agreement,
           dated  as  of February 28, 1997, between
           Century Square     Venture,    a    California
           general
           partnership,  as  Seller and Speiker
           Properties, L.P., a  California  limited
           partnership,      as
           Purchaser was filed as an Exhibit to Form 8-K
           on April  10,  1997  and is incorporated
           herein  by reference.

  (f)  Purchase and Sale Agreement, dated as of  October
           22,   1997,  between        Framingham
           Corporate Center   Limited  Partnership   as
           Seller   and Massachusetts  Mutual Life
           Insurance  Company  as Purchaser was filed as
           an Exhibit to Form 8-K  on December  3, 1997
           and is incorporated  herein  by reference.

      (g)  Purchase and Sale Agreement, dated as of
           February 10, 1998, between DWR Chesterbrook
           Associates, Glenhardie
Corporation, the Partnership, Dean Witter Realty Income
Partnership III, L.P., and Part Six Associates, as
Sellers, and FV Office Partners, L.P., as Purchaser was
filed as an Exhibit to Form 8-K on April 1, 1998 and is
incorporated herein by reference.

      (h)     Purchase  and  sale  Agreement  Dated  as
of
           February         16,         1999
between
           Dean  Witter Realty Income
           Partnership II,  L.P., Dean  Witter
           Realty Income Partnership III, L.P.,
           and  New Plan Excel Realty Trust,
           Inc. was  filed as  an exhibit to
           Form 10-Q on March 18, 1999 and is
           incorporated herein by reference.

       (i)    Assignment and Option Agreement
           dated February 8,  1999 between
           Taxter Park  Associates  and  DW
           Taxter  Special Corp was filed as an
           Exhibit  to Form  10-Q  on March 18,
           1999 and is incorporated herein by
           reference

                   (21)       Subsidiaries:
Century  Square
           Venture,   a   California  general
           partnership; Framingham  Corporate
           Center LP, a  Massachusetts limited
           partnership.

     (27)  Financial Data Schedule.

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

(d)  (1)  See paragraph (a) (2) above.

   (2)   Financial Statements of Taxter Park
Associates, the
      joint
       Venture    which   owns   Taxter
Corporate                Park.
       <PAGE>
 DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.

   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   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 INCOME PARTNERSHIP II, L.P.

By: Dean Witter Realty Income Properties II Inc.
       Managing General Partner

By:   /s/E.  Davisson  Hardman,  Jr.Date:
April  12, 2000
   E. Davisson Hardman, Jr.
   President

By: /s/Charles M. CharrowDate:
April  12, 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 INCOME PROPERTIES II INC.
Managing General Partner

/s/William   B.  Smith   Date:
April  12, 2000
William B. Smith
Chairman of the Board of Directors

/s/E.   Davisson  Hardman,  Jr.Date:
April  12, 2000
E. Davisson Hardman, Jr.
Director

/s/Ronald   T.  Carman   Date:
April  12, 2000
Ronald T. Carman
Director

/s/Lewis  A.  Raibley,  IIIDate:
April  12, 2000
Lewis A. Raibley, III
Director

<PAGE>
 DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                   Two World
                  Trade Center
                  New York,
                  New York
                  10048
Securities and Exchange
Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:

Attached  is Registrant's Form 10-K/A by which

the financial statements of Taxter Park

Associates are filed as  financial statement

schedules to Registrant's annual report on Form

10K for the year ended October 31, 1999.



                                   Very truly

yours,

Date:   April  12,  2000
By:   Dean
Witter Realty Income
                                        Propertie
                                           s, II
                                           Inc.
                                           Managi
                                           ng
                                           Genera
                                           l
     Partner



                                       By:
     /S/Charles   M. Charrow
                                        Charles
                                        M.
                                        Charrow
                                        Controlle
                                        r
          <PAGE>
Independent Auditors' Report



To The Partners of
Taxter Park Associates


We  have  audited the accompanying balance
sheets of  Taxter Park Associates
(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 Taxter Park Associates 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.

/s/Deloitte & Touche LLP
                                       DELOITTE
& TOUCHE LLP



New York, New York
March  20, 2000





<PAGE>
<TABLE>
             TAXTER PARK ASSOCIATES

                 BALANCE SHEETS

           December 31, 1999 and 1998

   <CAPTION>

1999      1998
                     ASSETS
<S>                                       <C>
<C>
Cash  and  cash equivalents               $
450,933     $
35,847

Real estate, at cost:                   Land
1,798,825
1,798,825
    Buildings   and   improvements
26,982,320
27,558,482

28,781,145 29,357,307
     Accumulated    depreciation
13,542,977
13,019,324

15,238,168 16,337,983

Deferred   leasing   commissions,   net
        238,115
193,292

Other      assets
602,936
1,287,425


$16,530,152 $17,854,547

        LIABILITIES AND PARTNERS' CAPITAL

Accounts   payable   and  accrued
liabilities               $
399,638                                 $
640,028

Partners'      capital
16,130,514
17,214,519

                                  $16,530,152

$17,854,547







 See accompanying notes to financial statements.









</TABLE>




<PAGE>
<TABLE>
             TAXTER PARK ASSOCIATES

                INCOME STATEMENTS

  Years ended December 31, 1999, 1998 and 1997

<CAPTION>
                                  1999     1998
1997 <S>
<C>   <C>
<C>
Revenues:
    Rental                       $ 5,269,027
                   $5,684,312
$5,568,140
    Interest and other                39,476
                     68,706
114,082

                                5,308,503
5,753,018
5,682,222

Expenses:
    Property operating             3,144,567
                    2,439,845
3,168,784
    Depreciation                   1,238,389
                    1,311,491
1,093,264
    Amortization                     129,637
                     166,557
166,577

                                4,512,593
3,917,893
4,428,625

Net income                    $   795,910
$1,835,125
$1,253,597











 See accompanying notes to financial statements.



</TABLE>
<PAGE>
<TABLE>

TAXTER PARK ASSOCIATES

               STATEMENTS OF PARTNERS' CAPITAL

Years ended December 31, 1999, 1998, and 1997

  <CAPTION>

<S>
<C>
Partners'      capital     at      January
1,      1997
$19,254,076

Net
income
1,253,597

Capital
contributions
652,219

Cash
distributions
(2,710,562)


Partners'     capital     at     December
31,      1997
18,449,330

Net
income
1,835,125

Capital
contributions
517,939

Cash
distributions
(3,587,875)


Partners'     capital     at     December
31,      1998
17,214,519

Net
income
795,910

Capital
contributions
311,184

Cash
distributions
(2,191,099)

Partner's     capital     at     December
31,      1999
$16,130,514


 See accompanying notes to financial statements.






</TABLE>



<PAGE>
<TABLE>
             TAXTER PARK ASSOCIATES

            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                        $   795,910
$  1,835,125
$1,253,597
Adjustments to reconcile net income
  to net cash provided by operating activities:
    Depreciation                      1,238,389
1,311,491
1,093,264
    Amortization                        129,637
166,557
166,577
Decrease  (increase) other assets       684,489
(91,865) 212,801
   (Decrease) increase accounts payable
       and  accrued liabilities         (240,390)
358,936 7,852

      Net cash provided by operating
        activities                    2,608,035
3,580,244 2,734,091

Cash flows from investing activities:
 Additions to real estate             (313,034)
                    (517,938)
(652,218)

Cash flows from financing activities:
  Capital contributions                 311,184
                     517,939
652,219
 Cash distributions                 (2,191,099)
                   (3,587,875)
(2,710,562)

       Net  cash  used in financing activities
(1,879,915) (3,069,936) (2,058,343)

Increase   (decrease)   in   cash   and   cash
equivalents 415,086      (7,630)     23,530

Cash   and   cash   equivalents   at   beginning
of   year
35,847      43,477      19,947

Cash  and  cash equivalents at end of year      $

450,933 $         35,847 $    43,477







 See accompanying notes to financial statements.





</TABLE>
<PAGE>
TAXTER PARK ASSOCIATES
          NOTES TO FINANCIAL STATEMENTS
1.   Organization
Taxter  Park  Associates the ("Partnership") was
formed  in 1986  under  the laws of the State of
New York,  to  acquire interests  in  the
Taxter  Corporate  Park  in  Westchester County,
New  York.  The buildings consist  of  344,741
net rentable  square  feet.  The property is not
encumbered  by debt.
The  general  partners of the Partnership  are
Dean  Witter Realty  Income  Partnership II,
L.P.  (14.8%),  Dean  Witter Realty  Income
Partnership III, L.P. (44.6%) and Dean Witter
Realty Income Partnership IV, L.P. (40.6%).
The  Partnership  Agreement provides  that  all
cash  flow, profits,  losses  and  credits of
the Partnership  shall  be allocated  in
proportion to the Partners' original  capital
contributions.
The joint venture expects to sell the property
in 2000.
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  carrying  value  of real estate includes
the  purchase price  paid  by  the  Partnership
and acquisition  fees  and expenses.   Costs  of
improvements to  the  properties  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. 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 <PAGE>
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.
Deferred   leasing  commissions  are  amortized
over   the applicable lease terms.
Rental  income is accrued on a straight-line
basis over  the terms  of the leases.  Accruals
in excess of amounts payable by  tenants
pursuant to their leases (resulting  from  rent
concessions  or rents which periodically
increase  over  the term of a lease) are
recorded as receivables and included in other
assets.
Cash  and cash equivalents consist of cash and
highly liquid investments with maturities, when
purchased, of three months or less.
No provision for income taxes has been made in
the financial statements since the liability for
such taxes is that of the partners rather than
the Partnership.
The  accounting  policies used for  tax
reporting  purposes differ  from those used for
financial reporting as  follows: (a)
depreciation  is calculated using accelerated
methods; (b)  rental income is recognized based
on the payment  terms in the applicable leases;
(c) payments made by the seller of the  property
in prior years under a rental income  guaranty
were
<PAGE>
accounted  for  as  rental income; and  (d)
writedowns  for impairment of real estate are
not deductible.  The tax basis of the
Partnership's assets and liabilities is
approximately $20  million  higher than the
amount reported for  financial statement
purposes.

3.  Lease Commitments

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

          Year ending December 31:
         2000                  4,427,923
         2001                  2,876,074
         2002                  1,983,000
         2003                    401,676
         2004                    540,852
         Thereafter            1,086,577

         Total               $11,316,102

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

4.  Related Party Transactions

An affiliate of the partners co-managed the
buildings at the property until December 31,
1998.  The Partnership paid  the affiliate
management  fees  of approximately  $175,700
and $179,000 in 1998 and 1997, respectively, for
such services.