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 October 31, 1998

                            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       1       of       40
<PAGE>
                       PART I.

ITEM 1.  BUSINESS

The  Registrant,  Dean Witter Realty Income Partnership  II,
L.P. (the "Partnership"), is a limited partnership formed in
September 1984 under the Uniform Limited Partnership Act  of
the State of Delaware for the purpose of investing primarily
in income-producing office and retail properties.

The  Managing  General Partner of the  Partnership  is  Dean
Witter  Realty  Income  Properties 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 Income Associates  II,
L.P.  (the "Associate General Partner"), a Delaware  limited
partnership,  the general partner of which  is  Dean  Witter
Realty  Income Associates II Inc., a wholly-owned subsidiary
of  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 in  Note  8  to
the  Consolidated Financial Statements in Item 8 and in Item
13 below.

The  Partnership issued 177,023 units of limited partnership
interest (the "Units") with gross proceeds from the offering
of  $177,023,000.  The offering has been terminated  and  no
additional Units will be sold.

The  proceeds  from the offering were used  to  make  equity
investments  in  five  office properties  and  three  retail
properties  which were acquired without mortgage  debt.  All
properties  but  two  were  sold to unaffiliated  purchasers
prior  to  October 31, 1998.  The remaining  properties  are
described in Item 2 below.

The   Partnership's  remaining  property   investments   are
currently  being  marketed for sale, with the  objective  of
completing  sales  of such properties in fiscal  year  1999.
There  can  be  no assurance that these properties  will  be
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 consolidated financial statements  in  Item  8
below.
<PAGE>
<TABLE>
The  Partnership's real property investments are subject  to
competition  from  similar  types  of  properties   in   the
vicinities  in which they are located.  Further  information
regarding  competition  and  market  conditions  where   the
Partnership's properties are located is set forth in Item 7,
"Management's Discussion and Analysis of Financial Condition
and Results of Operations".

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  October 31, 1998, the Partnership owned directly  or
through  a  partnership interest the following two  property
interests, neither of which is encumbered by mortgage  debt.
Generally,  the leases pertaining to the properties  provide
for pass-throughs to the tenants of their pro-rata share  of
certain  operating expenses.  In the opinion of the Managing
General  Partner,  both  of  the properties  are  adequately
covered by insurance.
<CAPTION>
                       Year Acquisition Net Rentable
Type of
                    Completed/          Cost       Area
Ownership of Land
Property and Location       Acquired   ($000)  (000 sq. ft.)
and Improvements
<S>                           <C>       <C>    <C>     <C>
Pavilions  at East Lake,       1986,1996/1986   $19,300  164
Fee interest
 Atlanta, GA
 Shopping Center

Taxter  Corporate Park         1987,88/1986,88  $7,659   345
14.8% general
              Westchester             County,             NY
partnership
 Two office buildings                             interest1

1.  Dean Witter Realty Income Partnership III, L.P. and Dean
Witter Realty Income Partnership IV L.P., affiliates of  the
Partnership,  own  the  remaining 44.6%  and  40.6%  general
partnership interests, respectively.

Each property was built with on-site parking facilities.
An  affiliate of the Partnership is the property manager for
Taxter Corporate Park.
</TABLE>

<PAGE>
In   fiscal   1998,  the  Partnership  sold  the  Framingham
Corporate Center, located in Framingham, Massachusetts,  and
the  Glenhardie Corporate Center I and II, located in Valley
Forge, Pennsylvania.

In  October  1998, the general partnership  which  owns  the
Taxter  property, entered into an agreement with  KLM  Royal
Dutch  Airlines  ("KLM"),  a tenant  who  owns  a  long-term
leasehold interest in approximately 20% of the space at  the
property,  to  purchase KLM's space for $6.75 million.   The
Partnership's  share of this purchase price  is  yet  to  be
determined.   The  closing of the purchase  is  expected  to
occur during the second fiscal quarter in 1999.

Further information relating to the Partnership's properties
is  included in Item 7 and footnotes 4, 5, 6 and  7  to  the
Consolidated Financial Statements included in Item 8 below.

ITEM 3.  LEGAL PROCEEDINGS

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

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

Thereafter, the Schectman Action, the Dosky Action  and  the
Segal  Action  were  consolidated in a  single  action  (the
"Consolidated Action") in the Delaware Chancery Court.   The
Young   Action   was  dismissed  without   prejudice.    The
plaintiffs in the Young Action and the Grigsby Action joined
the  Consolidated Action.  The Grigsby Action remains stayed
indefinitely subject to being reopened for good cause.

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

On  July  17, 1998, the Delaware Chancery Court granted  the
defendants'   motion  to  dismiss  the  complaint   in   the
Consolidated  Action.   The plaintiffs  filed  a  notice  of
appeal  from the Chancery Court's order on August 14,  1998.
Oral  argument  on  the  appeal was heard  by  the  Delaware
Supreme  Court  on  January 5, 1999.  The  Delaware  Supreme
Court  affirmed  the  Chancery  Court's  dismissal  of   the
Consolidated Action on January 6, 1999.

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


<PAGE>
No matter was submitted during the fourth quarter of the
fiscal year to a vote of Unit holders.
                              
                          PART II.

ITEM  5.   MARKET  FOR THE 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 its  limited  partners
(the  "Limited  Partners")  to transfer  their  Units  if  a
suitable buyer can be located.

As  of January 5, 1999, there were 24,807 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  Partnership  paid cash distributions  during  the  year
ended   October  31,  1998  aggregating  $261.71  per   Unit
(including $251.01 per Unit from proceeds from the sales  of
the  Framingham  and Glenhardie properties, which  was  paid
100%  to the Limited Partners). Total distributions amounted
to  $46,539,150, with $46,328,690 distributed to the Limited
Partners  and $210,460 distributed to the General  Partners.
The  Partnership  paid cash distributions  during  the  year
ended   October  31,  1997  aggregating  $390.23  per   Unit
(including $356.04 per Unit from the proceeds from the sales
of  the United Services and Century Square properties, which
was paid 100% to the Limited Partners).  Total distributions
amounted to $69,752,177, with $69,079,686 distributed to the
Limited  Partners and $672,491 distributed  to  the  General
Partners.

The Partnership did not make a distribution of distributable
cash  following the fiscal 1998 second quarter  distribution
(paid  May  1998)  and  does not anticipate  making  regular
distributions  to  its partners in the  future.   Generally,
future cash distributions will be paid from proceeds
<PAGE>
received  from the sales of the Pavilions at East  Lake  and
Taxter properties and cash reserves.

Sale  or  financing proceeds are distributed, to the  extent
available, first, to each Limited Partner, until  there  has
been  a return of the Limited Partner's capital contribution
plus cumulative distributions of distributable cash and sale
or  financing proceeds in an amount sufficient to provide  a
9%   cumulative  annual  return  on  the  Limited  Partner's
adjusted  capital contribution.  Thereafter,  any  remaining
sale  or financing proceeds will be distributed 85%  to  the
Limited  Partners and 15% to the General Partners after  the
Managing  General  Partner  receives  a  brokerage  fee,  if
earned,  of  up  to 3% of the selling price  of  any  equity
investment.

Taxable   income  generally  is  allocated   in   the   same
proportions as distributions of distributable cash  or  sale
or financing proceeds (except that the General Partners must
be  allocated  at least 1% of taxable income from  sales  or
financings).  In the event there is no distributable cash or
sale or financing proceeds, taxable income will be allocated
90% to the Limited Partners and 10% to the General Partners.
Any  tax  loss will be allocated 90% to the Limited Partners
and 10% to the General Partners.

<PAGE>
<TABLE>
ITEM 6.   SELECTED FINANCIAL DATA

The  following  sets  forth a summary of selected  financial
data for the Partnership:
<CAPTION>
                            For the years ended October 31,

                 19981              19972               1996
1995            1994
<S>         <C>      <C>       <C>      <C>        <C>
Total  revenues        $22,214,571         $29,219,973     $
17,414,607  $ 18,474,708       $ 18,995,554

Net  income  (loss)    $20,110,183         $19,021,129     $
(7,812,706)3         $ (1,079,686)4     $  3,961,466

Net income (loss)
 per Unit of
 limited partner-
  ship  interest       $    113.03        $     105.21     $
(39.72)     $      (8.25)      $      20.14

Cash distributions
 paid per Unit of
 limited partner-
  ship  interest5,6    $    261.71        $     390.23     $
99.24       $      40.00       $      30.00

Total assets at
      October      31     $13,797,232            $40,963,845
$100,319,056         $126,318,743       $138,218,448


1.    Revenues and net income include gains of $19.1 million
  on  sales  of the Framingham and the Glenhardie I  and  II
  properties.

2.Revenues and net income include gains of $17.2 million  on
  sales  of  the  United  Services  Life  Building  and  the
  Century Square office building.

3.            Includes  $11.9  million  loss  on  impairment
recorded  for  the  Framingham Corporate Center,  Glenhardie
Corporate  Center  I  and  II and  Pavilions  at  East  Lake
properties.

4.           Includes  a  $4.9  million write-down  of  real
estate held for sale.

5.Distributions paid to limited partners include returns  of
  capital  per  Unit  of  limited  partnership  interest  of
  $148.68,  $332.99, $99.24, $40.00 and $9.86 for the  years
  ended  October  31,  1998,  1997,  1996,  1995  and  1994,
  respectively,   calculated   as   the   excess   of   cash
  distributed  per Unit over accumulated earnings  per  Unit
  not previously distributed.

6.    Includes distributions of proceeds from sales of  real
  estate as follows:  1998 - $251.01; 1997 - $356.04; 1996 -
  $60.65.

The  above financial data should be read in conjunction with
the financial statements and the related notes in Item 8.
</TABLE>
<PAGE>
ITEM  7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND
       RESULTS OF OPERATIONS

Liquidity and Capital Resources

The  Partnership  raised $177,023,000 in a  public  offering
which  was terminated in 1985.  The Partnership has no plans
to raise additional capital.

The  Partnership purchased five properties  and  made  three
investments  in  partnerships on  an  all-cash  basis.   The
Partnership's  acquisition program has been  completed.   No
additional investments are planned.

The  Sardis  Crossing and Wallkill Plaza  retail  properties
were  sold in fiscal years 1993 and 1996, respectively.  The
United Olympic and Century Square office buildings were sold
in  fiscal  year 1997.  The Framingham Corporate Center  and
Glenhardie  Corporate Center I and II office buildings  were
sold  in  fiscal year 1998.  See Note 5 to the  Consolidated
Financial Statements.

As  a  result of the property sales, Partnership  cash  flow
from  operations  decreased  during  fiscal  year  1998   as
compared to 1997.

The Managing General Partner is currently marketing for sale
the  Pavilions at East Lake shopping center, and  the  joint
venture which owns the Taxter Corporate Park office property
is currently marketing its property for sale.  The objective
of  both  property  owners  is  to  complete  sales  of  its
properties  in fiscal year 1999; however, there  can  be  no
assurance that these properties will be sold.

During  fiscal 1998, the overall vacancy level in the office
market  in  Westchester County, New York,  the  location  of
Taxter  Corporate Park, increased slightly from 17% to  18%.
Also  during  fiscal 1998, the vacancy  level  in  the  west
Westchester  market  in  which  the  building   is   located
increased  from  11% to 14%.  The average occupancy  at  the
property  during fiscal 1998 was approximately 99%,  and  at
October  31,  1998,  the  property was  98%  occupied.   The
property  is leased to 17 tenants.  KLM Royal Dutch Airlines
("KLM") owns a long-term leasehold in approximately  20%  of
the space at the property.  Leases aggregating approximately
13%  of  the  property's space expire in fiscal  1999.   The
lease of Fuji Photo Film

<PAGE>
(for  approximately 28% of the property's space) expires  in
fiscal  2001.  No other tenants occupy more than 10% of  the
property.
To  maximize  the  sales value of the Taxter  property,  the
joint  venture  has entered into an agreement  with  KLM  to
purchase  KLM's  leasehold  interest  (see  Note  6  to  the
Consolidated   Financial  Statements).   The   purchase   is
expected to close during the second fiscal quarter of  1999;
each  partner's share of the purchase price has  yet  to  be
determined.

Upon   completion  of  the  acquisition,  KLM  will   vacate
approximately  13%  of  the  property's  space.   The  joint
venture  is  discussing leasing the vacant space to  several
existing  tenants  at the property.  The  joint  venture  is
likely   to   incur   significant   tenant-related   capital
expenditures and leasing commissions in connection with  the
leasing  of the vacant space. The Partnership plans to  fund
its share of the costs to acquire the KLM leasehold interest
and  to  lease the vacant space using existing cash reserves
and  proceeds  from  sales of the  Pavilions  at  East  Lake
property.

The  Pavilions at East Lake shopping center is located in  a
suburb of Atlanta where the market vacancy rate is currently
8%.  During 1998, average occupancy at the property was 79%.
At  October 31, 1998, occupancy at the property was  92%  as
compared  to  74%  at October 31, 1997.   Effective  October
1998,  the  Partnership  leased  approximately  10%  of  the
property's  space  to  a  subsidiary  of  the  Ace  Hardware
Corporation for a lease term of approximately fifteen years.
The property is currently occupied by 37 tenants.  The lease
with  Kroger, which occupies approximately 39% of the space,
expires in 2016.  No other tenants occupy more than  10%  of
the  property and no leases on significant amounts of  space
expire until 2002.

During  the  year  ended  October  31,  1998,  all  of   the
Partnership's  remaining properties generated positive  cash
flow  from operations, and it is anticipated that the Taxter
and Pavilions at East Lake properties will continue to do so
during  the  period  the Partnership continues  to  own  its
interests in them.

During  the  year  ended October 31, 1998,  the  Partnership
incurred  approximately  $722,000 of building  improvements,
tenant improvements and leasing commissions at the Pavilions
at East Lake and Glenhardie properties.


<PAGE>
During the year ended October 31, 1998, the Partnership made
cash distributions of cash flow from operations and proceeds
from sales of properties.  See Item 5.

During  the  year ended October 31, 1998, the  Partnership's
distributions to investors (excluding distributions of sales
proceeds),  capital expenditures, and contributions  to  its
joint  venture  exceeded  cash  flow  from  operations   and
distributions   received  from  its  joint  venture.    This
shortfall was funded from Partnership cash reserves.

As  of October 31, 1998, the Partnership has commitments  to
fund  approximately $180,000 of capital expenditures at  the
Pavilions  at East Lake property and $31,000, its  share  of
capital  expenditures and leasing commissions at the  Taxter
property.   The  Partnership may also be  required  to  fund
certain  costs at the Glenhardie properties (see Note  5  to
the   consolidated  financial  statements),  and   to   make
additional  contributions to the Taxter  joint  venture  (as
discussed above).

In  order  to  increase  cash reserves  to  fully  fund  its
potential  liability  for  capital  expenditures  and  other
Partnership  cash  requirements,  the  Partnership   stopped
paying quarterly distributions of operating cash flow  after
the  second  quarter distribution (paid  in  May  1998)  and
withheld  approximately $190,000 from the distribution  from
the  sale  of the Glenhardie properties.  Generally,  future
cash  distributions will be paid from proceeds received from
the   sales  of  the  Pavilions  at  East  Lake  and  Taxter
properties and cash reserves.

Other assets, deferred leasing commissions, accounts payable
and  accrued liabilities and security deposits decreased  in
1998 as a result of sales of properties.

Except  as discussed above and in the consolidated financial
statements, the Managing General Partner is not aware of any
trends or events, commitments or uncertainties that may have
a material impact on liquidity.

Operations

Fluctuations in the Partnership's operating results for  the
year  ended  October 31, 1998 compared to 1997 and  for  the
year  ended October 31, 1997 compared to 1996 are  primarily
attributable to the following:
<PAGE>
In 1998, the gains on sales of real estate resulted from the
sales  of  the  Framingham Corporate Center  and  Glenhardie
Corporate  Center I and II properties (the "1998  Properties
Sold").  In 1997, the gains on sales of real estate resulted
from  the sales of the United Olympic and the Century Square
properties (the "1997 Properties Sold").

Rental income, property operating expenses, and depreciation
and  amortization expenses decreased in 1998 as compared  to
1997 as a result of the sale of the 1998 and 1997 Properties
Sold  and decreased in 1997 as compared to 1996 as a  result
of the sale of the 1997 Properties Sold.

The 1997 decrease in rental revenue was partially offset  by
higher  rental  income  of  approximately  $570,000  at  the
Framingham property due to rent and occupancy increases  and
approximately  $620,000  at  the  Pavilions  at  East   Lake
property due to the occupancy by Kroger during all of 1997.

Depreciation also decreased in 1997 compared to 1996 due  to
lower  depreciation  on  the  Framingham  Corporate  Center,
resulting primarily from major tenant improvements  becoming
fully depreciated in 1996 and the writedown of this property
in 1996.

Interest and other income decreased during 1998 compared  to
1997 primarily because the Partnership's interest earned  in
1997 on the proceeds from the sale of the Century Square and
United   Olympic  properties  (until  such   proceeds   were
distributed to Limited Partners) exceeded interest earned in
1998  on the proceeds from the sale of properties.  Interest
and  other income decreased by approximately $510,000 during
1997  compared  to  1996  due to  the  absence  in  1997  of
(a)interest  earned on the cash proceeds from  the  sale  of
Wallkill  Plaza until such cash was distributed  to  Limited
Partners in March 1996, and (b) lease termination income  of
approximately  $390,000 received in 1996  for  tenant  lease
cancellations  at the Pavilions at East Lake and  Framingham
properties. These decreases in 1997 were partially offset by
the  interest  earned  on  the cash  proceeds  of  the  1997
Properties  Sold  until such proceeds  were  distributed  to
Limited Partners in March and May 1997.

General  and  administrative  expenses  decreased  in   1998
compared  to  1997  primarily  due  to  the  elimination  of
expenses  relating to the 1998 Properties Sold and the  1997
Properties Sold.

<PAGE>
In  the  first  quarter  of  fiscal  1996,  the  Partnership
recorded  losses  on impairment of the Framingham  Corporate
Center,  Glenhardie Corporate Center I and II and  Pavilions
at East Lake properties totaling $11,870,000.  See note 4 to
the consolidated financial statements.
There  was  no  minority interest share of  income  in  1998
because  the  joint venture which owned the  Century  Square
property  sold the property in 1997.  Minority  interest  in
the  gain  of such sale caused the increase in the  minority
interest share of income in 1997 compared to 1996.

No  individual factor accounted for a significant change  in
equity  in earnings of the Taxter joint venture in  1998  as
compared  to 1997 or 1997 as compared to 1996 or in  general
and administrative expenses in 1997 as compared to 1996.

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 INCOME PARTNERSHIP II, L.P.

                             INDEX



                                                     Page
(a) Financial Statements

Independent Auditors' Report                           15
Consolidated Balance Sheets at October 31, 1998 and 1997      16
Consolidated Statements of Operations for the years ended
  October 31, 1998, 1997 and 1996                      17
Consolidated Statements of Partners' Capital for the
  years ended October 31, 1998, 1997 and 1996          18
Consolidated Statements of Cash Flows for the years
  ended October 31, 1998, 1997 and 1996                19-20
Notes to Consolidated Financial Statements             21-31





(b) Financial Statement Schedule

Real Estate and Accumulated Depreciation     III       38-39









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

To The Partners of
Dean Witter Realty Income Partnership II, L.P.:


We  have  audited the accompanying consolidated balance
sheets  of  Dean  Witter Realty Income Partnership  II,
L.P.  and consolidated partnerships (the "Partnership")
as  of  October  31,  1998 and  1997  and  the  related
consolidated   statements  of   operations,   partners'
capital, and cash flows for each of the three years  in
the  period  ended October 31, 1998.  Our  audits  also
included the financial statement schedule listed in the
Index  at  Item  8.   These  financial  statements  and
financial statement schedule are the responsibility  of
the Partnership's management.  Our responsibility is to
express an opinion on the financial statements and  the
financial statement schedule based on our audits.
     
We  conducted  our audits in accordance with  generally
accepted  auditing standards.  Those standards  require
that we plan and perform the audit to obtain reasonable
assurance  about whether the financial  statements  are
free  of  material  misstatement.   An  audit  includes
examining,  on  a test basis, evidence  supporting  the
amounts  and  disclosures in the financial  statements.
An   audit   also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by
management, as well as evaluating the overall financial
statement  presentation.  We believe  that  our  audits
provide a reasonable basis for our opinion.
     
In  our opinion, such consolidated financial statements
present fairly, in all material respects, the financial
position  of Dean Witter Realty Income Partnership  II,
L.P.  and  consolidated partnerships as of October  31,
1998  and 1997 and the results of their operations  and
their  cash  flows for each of the three years  in  the
period  ended  October  31,  1998  in  conformity  with
generally accepted accounting principles.  Also, in our
opinion,   such  financial  statement  schedule,   when
considered   in  relation  to  the  basic  consolidated
financial statements taken as a whole, presents  fairly
in  all  material  respects the information  set  forth
therein.
     
     
     

/s/Deloitte & Touche LLP

DELOITTE & TOUCHE LLP



     
New York, New York
January 15, 1999
<PAGE>
<TABLE>
         DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                   CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                  October 31,
                                              1998       1997
                             ASSETS
<S>                                                  <C>    <C>
Cash and cash equivalents                 $   624,315  $
1,741,456

Real estate:
 Land                                       1,900,300
3,545,300
 Buildings and improvements                13,173,398
30,377,786
                                           15,073,698
33,923,086
 Accumulated depreciation                   4,727,834
12,757,533
                                           10,345,864
21,165,553

Real estate held for sale                       -     13,506,748

Investment in joint venture                 2,373,176
2,572,800

Deferred leasing commissions, net             223,878
628,834

Other assets                                  229,999
1,348,454

                                          $13,797,232
$40,963,845
                LIABILITIES AND PARTNERS' CAPITAL
                                
Accounts payable and accrued liabilities  $   321,506  $
940,489

Security deposits                              54,394
173,057

                                              375,900
1,113,546

Partners' capital (deficiency)
 General partners                          (5,462,740)
(5,353,586)
 Limited partners ($1,000 per Unit, 177,023 units
  issued)                                  18,884,072
45,203,885

Total partners' capital                    13,421,332
39,850,299

                                          $13,797,232
$40,963,845
</TABLE>
<PAGE>
<TABLE>
         DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                                
              CONSOLIDATED STATEMENTS OF OPERATIONS
                                
       For the years ended October 31, 1998, 1997 and 1996
<CAPTION>
                                         1998               1997
1996
<S>                                          <C>       <C>  <C>
Revenues:
 Rental                                       $ 2,722,329
$11,331,966                         $16,206,557
 Gains on sales of real estate       19,097,127
17,232,823                                -
 Equity in earnings of joint venture              226,269
209,663                                 250,109
 Interest and other                     168,846
445,521                                 957,941

                                     22,214,571
29,219,973                           17,414,607
Expenses:
 Property operating                     985,746
4,483,709                             6,459,867
 Depreciation                           548,902
2,204,761                             5,011,419
 Amortization                            94,228
310,960                                 537,220
 General and administrative             475,512
715,929                                 759,445
 Loss on impairment of real estate        -         -
11,870,000

                                      2,104,388
7,715,359                            24,637,951

Income (loss) before minority interest         20,110,183
21,504,614                           (7,223,344)

Minority interest                         -     2,483,485
589,362

Net income (loss)                   $20,110,183
$19,021,129                         $(7,812,706)

Net income (loss) allocated to:
 Limited partners                   $20,008,877
$18,624,181                         $(7,031,435)
 General partners                       101,306
396,948                                (781,271)
                                    $20,110,183
$19,021,129                         $(7,812,706)

Net income (loss) per Unit of limited
 partnership interest               $    113.03         $
105.21                              $    (39.72)


  See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
         DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                                
          CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
                                
       For the years ended October 31, 1998, 1997 and 1996


<CAPTION>

                                 Limited     General
                                 Partners    Partners      Total
<S>                                        <C>         <C>  <C>
Partners' capital (deficiency) at
 November 1, 1995              $120,258,181
$(3,537,743)                   $116,720,438

Net loss                                     (7,031,435)
(781,271)                        (7,812,706)

Cash distributions              (17,567,356)
(759,029)                       (18,326,385)

Partners' capital (deficiency) at
 October 31, 1996                95,659,390
(5,078,043)                      90,581,347

Net income                       18,624,181
396,948                          19,021,129

Cash distributions              (69,079,686)
(672,491)                       (69,752,177)

Partners' capital (deficiency) at
 October 31, 1997                45,203,885
(5,353,586)                      39,850,299

Net income                       20,008,877
101,306                          20,110,183

Cash distributions              (46,328,690)
(210,460)                       (46,539,150)

Partners' capital (deficiency) at
 October 31, 1998              $ 18,884,072
$(5,462,740)                   $ 13,421,332


  See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
         DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                                
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                
       For the years ended October 31, 1998, 1997 and 1996
<CAPTION>

                                       1998       1997     1996
<S>                                          <C>       <C>  <C>
Cash flows from operating activities:
   Net   income  (loss)                  $  20,110,183          $
19,021,129                         $(7,812,706)
  Adjustments to reconcile net income (loss)
  to net cash provided by operating activities:
      Gains    on    sales   of   real   estate      (19,097,127)
(17,232,823)                              -
            Depreciation                                  548,902
2,204,761                            5,011,419
            Amortization                                   94,228
310,960     537,220
      Equity    in    earnings    of   Taxter    joint    venture
(226,269)                                               (209,663)
(250,109)
     Minority  interest  in  joint  venture's  operations       -
2,483,485                              589,362
     Loss  on  impairment  of  real  estate                     -
-  11,870,000
   (Increase) decrease in operating assets:
          Deferred     leasing     commissions          (231,865)
(196,316)                             (713,636)
           Other       assets                             373,626
(89,219)                               372,484
   (Decrease) increase in operating liabilities:
         Accounts     payable     and     accrued     liabilities
(593,701)                                                 284,357
406,464
           Security       deposits                      (115,406)
21,330      (64,299)
      Net cash provided by operating
                activities                                862,571
6,598,001                            9,946,199

Cash flows from investing activities:
   Proceeds  from  sales  of  real  estate             44,623,521
73,238,230                          10,769,096
   Distributions  from  Taxter  joint  venture            521,385
408,903      349,775                             Investments   in
Taxter       joint      venture                          (95,492)
(77,122)                              (64,009)
     Additions    to    real    estate                  (489,976)
(934,688)                          (6,112,900)
 Minority interest in proceeds from sale
    of   real  estate                           -    (10,446,817)
-

     Net cash provided by investing
               activities                              44,559,438
62,188,506                            4,941,962
                                
                           (continued)
</TABLE>
<PAGE>
<TABLE>
         DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                                
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                
       For the years ended October 31, 1998, 1997 and 1996
                           (continued)
<CAPTION>
                                        1998      1997      1996
<S>                                                     <C>   <C>
<C>
Cash flows from financing activities:
     Cash     distributions    to    partners        (46,539,150)
(69,752,177)                        (18,326,385)
 Minority interest in joint venture's
     distributions                             -        (492,285)
(922,699)
   Additional   investments   by   minority   interest          -
5,559      130,576
    Net  cash  used  in  financing  activities       (46,539,150)
(70,238,903)                        (19,118,508)

Decrease   in  cash  and  cash  equivalents           (1,117,141)
(1,452,396)                          (4,230,347)

Cash    and    cash    equivalents   at   beginning    of    year
1,741,456                                               3,193,852
7,424,199

Cash  and  cash equivalents at end of year     $     624,315    $
1,741,456                          $  3,193,852

Supplemental disclosure of non-cash
 investing activities:

  Reclassification of real estate held
   for sale:
      Land                                        $        -    $
1,829,099                          $  2,831,536
     Buildings   and  improvements              -      26,370,585
31,438,921
     Accumulated   depreciation                -     (14,692,936)
(11,852,787)

   Real estate held for sale       $      -  $ 13,506,748   $
22,417,670

  See accompanying notes to consolidated financial statements.

</TABLE>
<PAGE>
       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              
               October 31, 1998, 1997 and 1996

1. The Partnership

Dean    Witter    Realty   Income   Partnership    II,    L.P.    (the
"Partnership")   is   a  limited  partnership  organized   under   the
laws   of  the  State  of  Delaware  in  1984.   The  Partnership   is
managed  by  Dean  Witter  Realty  Income  Properties  II  Inc.   (the
"Managing   General   Partner").   The   Partnership's   fiscal   year
ends on October 31.

In   1985,   the   Partnership  issued  177,023   units   of   limited
partnership    interest   (the   "Units")   for   $177,023,000.     No
additional  Units  will  be  sold.   The  proceeds  of  the   offering
were   used   to   make   equity   investments   in   income-producing
office   and   retail   properties  which  were  not   encumbered   by
debt when acquired.

The   Partnership   expects  to  sell  its   remaining   real   estate
investments   in   1999.   Pursuant  to  the  Partnership   Agreement,
the   sale   of   the   Partnership's  last  such   investments   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    financial    statements   include   the   accounts    of    the
Partnership   and   the   Century  Square  and  Framingham   Corporate
Center    joint    ventures    on   a   consolidated    basis.     The
Partnership   owned   a   75%   interest   in   the   Century   Square
property  until  its  sale  in  April  1997  and  a  95%  interest  in
the   Framingham  Corporate  Center  property  until   its   sale   in
December 1997.

The   equity   method   of  accounting  has  been   applied   to   the
Partnership's    14.8%    interest   in   the   general    partnership
which  owns  the  Taxter  Corporate  Park  property  because  of   the
Partnership's     continuing    ability    to    exert     significant
influence.   Affiliates  of  the  Partnership,  Dean   Witter   Realty
Income   Partnership   III,  L.P.  and  Dean  Witter   Realty   Income
Partnership   IV,   L.P.   own   the   remaining   44.6%   and   40.6%
interests, respectively, in the Taxter general partnership.


<PAGE>
       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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

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.   The  Partnership   stops
recording   depreciation  on  a  property  when  it  is   reclassified
as held for sale.

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   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.




<PAGE>
       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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  values  as   of   October   31,
1998.   The  cash  flows  used  to  evaluate  the  recoverability   of
the  properties  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.

Net    income   (loss)   per   Unit   amounts   are   calculated    by
dividing   net  income  (loss)  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   income   tax   purposes,  Partnership   results   are   reported
for   the  calendar  year.   The  accounting  policies  used  for  tax
reporting    purposes   differ   from   those   used   for   financial
reporting   as   follows:  (a)  depreciation   is   calculated   using
accelerated   methods,   (b)  rental  income   is   recognized   based
on   the   payment   terms   in  the  applicable   leases,   and   (c)
writedowns   for  impairment  of  real  estate  are  not   deductible.
In
                              
<PAGE>
       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

addition,  offering  costs  are  treated  differently  for   tax   and
financial    reporting   purposes.    The    tax    basis    of    the
Partnership's assets and
liabilities   is   approximately  $23.6  million   higher   than   the
amounts reported for financial statement purposes.
                              
The    implementation    in   1998   of   Statement    of    Financial
Accounting   Standards   ("Statement")   No.   128,   "Earnings    per
Share"   and   Statement   No.   129,   "Disclosure   of   Information
about    Capital    Structure"   effective   for   the   Partnership's
1998   year-end   financial  statements  did  not  have   any   impact
on the Partnership's financial statements.

Two   additional   accounting   pronouncements   will   be   effective
for   the   Partnership's   1999  financial   statements.    Statement
No.     130,     "Reporting    Comprehensive    Income"    establishes
standards   for   reporting  and  display  of   comprehensive   income
and   its   components.    Statement  No.  131,   "Disclosures   about
Segments     of     an    Enterprise    and    Related    Information"
establishes     standards    for    reporting    information     about
operating   segments   and   related   disclosures   about    products
and   services,   geographic   areas,  and   major   customers.    The
Partnership  does  not  believe  that  these  statements   will   have
any   effect  on  its  computation  or  presentation  of  net   income
or other disclosures.

3.  Partnership Agreement

The   Partnership   Agreement  provides   that   distributable   cash,
as   defined,  is  paid  90%  to  the  Limited  Partners  and  10%  to
the General Partners.

Sale   or   financing  proceeds  are  distributed,   to   the   extent
available,   first,  to  each  Limited  Partner,   until   there   has
been   a   return  of  the  Limited  Partner's  capital   contribution
plus   cumulative  distributions  of  distributable  cash   and   sale
or   financing  proceeds  in  an  amount  sufficient  to   provide   a
9%    cumulative    annual   return   on   the    Limited    Partner's
adjusted    capital   contribution.    Thereafter,    any    remaining
sale   or   financing  proceeds  will  be  distributed  85%   to   the
Limited   Partners  and  15%  to  the  General  Partners   after   the
Managing    General   Partner   receives   a   brokerage    fee,    if
earned,   of   up   to  3%  of  the  selling  price  of   any   equity
investment.

<PAGE>
       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              
Taxable    income    generally    is    allocated    in    the    same
proportions   as   distributions  of  distributable   cash   or   sale
or   financing   proceeds  (except  that  the  General  Partner   must
be allocated at least 1% of taxable income
from   sales   or   financings).    In   the   event   there   is   no
distributable   cash   or   sale   or  financing   proceeds,   taxable
income  will  be  allocated  90%  to  the  Limited  Partners  and  10%
to  the  General  Partners.   Any  tax  loss  will  be  allocated  90%
to the Limited Partners and 10% to the General Partners.

Distributions   paid   to   limited  partners   include   returns   of
capital   per  Unit  of  limited  partnership  interest  of   $148,68,
$332.99,   and   $99.24  for  the  years  ended  October   31,   1998,
1997   and   1996,   respectively,  calculated  as   the   excess   of
cash   distributed  per  Unit  over  accumulated  earnings  per   Unit
not previously distributed.

4.  Real Estate Investments

The locations, years of acquisition and net carrying values
of the properties are as follows:

                                                Carrying   
                                          Value at
                     Year of                                
                                          October 31
Property            Acquisiti              1998        1997
                        on
                                                     
Pavilions     at                                     
East Lake
  Atlanta, GA          1986               $10,345    $10,521
                                          ,864       ,158
                                                     
Glenhardie I and                                     
II,
   Valley Forge,       1985                     -    $10,644
PA                                                   ,395
                                                     
                                                     
                                          $10,345    $21,165
                                          ,864       ,553

The  net  carrying value of the Framingham Corporate  Center
was  reclassified to Real Estate Held for Sale in the fourth
quarter of 1997.

In  the first quarter of fiscal 1996, in accordance with the
impairment  evaluation  policy  described  in  Note  2,  the
Partnership  evaluated the recoverability of its investments
in   real  estate  and  concluded  that,  based  on  revised
expectations as to the holding periods of the

<PAGE>
<TABLE>
       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

properties,  the Partnership would be unable to recover  its
investments  in the Framingham Corporate Center,  Glenhardie
Corporate Center I and II and
Pavilions   at  East  Lake  properties.   Accordingly,   the
Partnership  wrote these properties down to their  estimated
fair  values (based on independent appraisals) and  recorded
losses   on   impairment  of  $2,323,000,   $3,550,000   and
$5,997,000, respectively.

5.   Sales of Real Estate
<CAPTION>
                                        000's          
                  Date     Negotia       Net       Gain on
                   of        ted      Proceeds
Property          Sale       Sale       From         Sale
                            Price       Sale
<S>              <C>       <C>        <C>         <C>
Fiscal 1998                                       
Sales:
Framingham                                        
Corporate        12/3/9     $26,050     $25,342      $11,018
Center           7
                                                            
Glenhardie                                                  
Corporate                                                   
Center
I and II         4/1/98     $19,700     $19,282      $ 8,079
                            $45,750     $44,624      $19,097
Fiscal 1997                                                 
Sales:
United                                                      
Services
Life Building    2/27/9     $33,750     $32,395      $ 9,554
                 7
                                                            
Century Square   4/10/9     $41,500     $40,843      $ 7,679
                 7
                            $75,250     $73,238      $17,233
Fiscal 1996                                                 
Sales:
Wallkill Plaza   12/11/     $12,200     $10,769        $   -
                 95
                                                            

All of the properties were sold to unaffiliated buyers.

The net proceeds from the sales are net of closing costs.

As  of October 31, 1998, all of the net sales proceeds  were
distributed except for approximately $190,000, from the sale
of  the  Glenhardie  properties,  which  was  added  to  the
Partnership's cash reserves.
</TABLE>

<PAGE>
       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Partnership Agreement, all of the
distributed net sale proceeds were paid 100% to the Limited
Partners, and all gains from properties sales were allocated
100% to the Limited Partners.
As   part  of  the  Purchase  and  Sale  Agreement  for  the
Glenhardie properties (the "Agreement"), Dean Witter  Realty
Income  Partnership III, L.P. and Dean Witter Realty  Income
Partnership  IV, L.P., affiliated public partnerships,  also
sold  certain  other  properties.  The aggregate  negotiated
sale  price  of  the properties sold was approximately  $168
million,  of which approximately $19.7 million was allocated
in the Agreement to Glenhardie I and II.

Pursuant to the Agreement, escrows were established for  the
costs   of   certain   building  improvements   and   tenant
improvements (the "Improvements").  In addition  to  payment
of  the  purchase price, at closing, the Purchaser deposited
into  these  escrows approximately $3.9  million,  of  which
approximately  $1.6  million relates to Glenhardie  II.  Any
balance remaining in the portion of the escrows relating  to
Glenhardie II after the Improvements are completed  will  be
delivered  to the Partnership.  If the costs of Improvements
at Glenhardie II exceed the escrow established therefor, the
Partnership will be required to fund the excess costs.

With regards to the sale of the Century Square property, the
Partnership  paid,  from  the net proceeds  from  the  sale,
approximately  $10.2 million to the minority interest,  Dean
Witter  Realty Income Partnership I, L.P. (an  affiliate  of
the Partnership).  The minority interest's share of the gain
on sale was approximately $2.2 million.

There  was no gain or loss on the sale of the Wallkill Plaza
property  in fiscal year 1996 because, in fiscal year  1995,
the  Partnership  reduced  the net  carrying  value  of  the
property to the amount of the net proceeds to be received at
closing.  At closing, a contingent promissory note for  $1.2
million of the purchase price was issued by the purchaser to
the Partnership.  A portion of the space at the property  is
leased  to  The  Stop  & Shop Companies,  Inc.  ("S&S")  and
assigned  to Bradlees, which is in bankruptcy.  If,  in  the
bankruptcy  proceedings, the lease is assumed  by  Bradlees,
the  note  will be payable in full, plus interest  at  4.5%.
If, at December 11, 2000, the lease has neither been assumed
nor rejected nor
<PAGE>
<TABLE>
       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

deemed rejected by Bradlees, an amount equal to one half  of
the  promissory  note, plus interest on such  half  will  be
payable,  and  the remaining amount of the  promissory  note
will  be  forgiven.   If  the lease is  rejected  or  deemed
rejected by Bradlees but, until December 11, 2000,
S&S makes all payments due under the lease, the note will be
payable  in full, plus interest.  If, however, the lease  is
rejected  or  deemed rejected by Bradlees and S&S  does  not
make  all  payments due under the lease during the five-year
period ending December 11, 2005, the promissory note will be
forgiven and the Purchaser shall have no obligation  to  pay
the  Partnership  any  portion of  the  $1.2  million.   The
portion  of  the sale price represented by the $1.2  million
promissory  note has not been recognized in revenue  because
of the uncertainty of its realization.

6.  Investment in Joint Venture

Taxter Corporate Park, Westchester County, New York

In  October  1998, the general partnership  which  owns  the
Taxter  property entered into an agreement  with  KLM  Royal
Dutch  Airlines  ("KLM"),  a tenant  who  owns  a  long-term
leasehold interest in approximately 20% of the space at  the
property, to purchase KLM's interest for $6.75 million.  The
Partnership's  share of this purchase price has  yet  to  be
determined.   The  closing of the purchase  is  expected  to
occur during the second fiscal quarter of 1999.
The  partners  receive  cash flow  and  profits  and  losses
according to their interests.
Summarized balance sheet information of the joint venture is
as                              follows:
<CAPTION>
                                             October 31,
                                       1998        1997
<S>                                                      <C>
<C>
Land and buildings, net            $16,630,575 $17,203,009
Other                                  913,738   1,718,650
Total assets                       $17,544,313 $18,921,659
Liabilities                        $   124,622 $   153,159
Partners' capital                   17,419,691  18,768,500
Total liabilities and capital      $17,544,313 $18,921,659
</TABLE>
<PAGE>
<TABLE>
       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summarized  results of the operations of the  joint  venture
are as follows:
<caption
                                     Years ended October 31,
                                  1998     1997      1996
<S>                                     <C>       <C>  <C>
Rental income                 $5,158,170          $5,511,684
$5,954,030
Other income                      67,779             181,367
43,394

                               5,225,949           5,693,051
5,997,424

Property operating expenses    2,455,628           3,111,753
3,111,267
Depreciation and amortization  1,241,470           1,164,659
1,196,229

                               3,697,098           4,276,412
4,307,496

Net income                    $1,528,851          $1,416,639
$1,689,928

Activity in the Partnership's investment in joint venture is
as follows:

                                     Years ended October 31,
                                  1998     1997      1996
Investment   at   beginning   of   year           $2,572,800
$2,694,918                    $2,730,575
Equity in earnings               226,269             209,663
250,109
Distributions                                      (521,385)
(408,903)                       (349,775)
Additional investments            95,492              77,122
64,009

Investment at end of year     $2,373,176          $2,572,800
$2,694,918

The accounting policies of the joint venture are the same as
those of the Partnership.
</TABLE>
<PAGE>
       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.  Leases

Minimum  future rental income under noncancellable operating
leases  of the Pavilions at East Lake property as of October
31, 1998 is as follows:

      Year ending October 31:
      1999                      $ 1,321,558
      2000                        1,246,166
      2001                        1,189,328
      2002                        1,001,156
      2003                          828,776
      Thereafter                  8,576,114
      Total                     $14,163,098

The  Partnership has determined that all of  the  property's
leases  are  operating leases.  The lease terms  range  from
three years to twenty years, and generally provide for fixed
minimum   rents   with  rental  escalation  and/or   expense
reimbursement clauses.

8.  Related Party Transactions

An  affiliate  of  the  Managing  General  Partner  provided
property  management  services  for  one  property  in  1998
(subsequent  to  the sales of the Framingham and  Glenhardie
properties),  three  properties in 1997 (subsequent  to  the
sale of the Century Square property) and four properties  in
1996.   The  Partnership paid the affiliate management  fees
(included  in  property operating expenses) of approximately
$52,000,  $193,000 and $243,000 for the years ended  October
31, 1998, 1997 and 1996, respectively.

Another  affiliate of the Managing General Partner  performs
administrative functions and processes certain investor  and
tax information on behalf of the Partnership.  For the years
ended  October  31, 1998, 1997 and 1996, the  affiliate  was
reimbursed  approximately $290,000, $396,000  and  $489,000,
respectively, for these services.  These amounts  have  been
recorded in general and administrative expenses.


<PAGE>
       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As   of   October  31,  1998,  the  affiliates   were   owed
approximately $20,000 for these services.

9.   Litigation

Various public partnerships sponsored by Dean Witter  Realty
Inc.  (including  the Partnership and its  Managing  General
Partner) were defendants in a class action lawsuit.  On July
17,   1998,   the  Delaware  Chancery  Court   granted   the
defendants' motion to dismiss the complaint in the  lawsuit.
On  August 14, 1998, the Plaintiffs filed a notice of appeal
from  the  Court's order.  On January 6, 1999, the  Delaware
Supreme Court affirmed the Chancery Court's dismissal of the
compliant.


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

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

         None.

                      PART III.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

The directors and executive officers of the Managing General
Partner are as follows:
                                           Position with the
      Name                                Managing   General
Partner
    William  B.  Smith           Chairman of  the  Board  of
Directors
   E. Davisson Hardman, Jr.        President and Director
   Lawrence Volpe             Director
   Ronald T. Carman           Secretary and Director

All  of  the directors have been elected to serve until  the
next  annual  meeting  of the shareholder  of  the  Managing
General  Partner or until their successors are  elected  and
qualify.  Each of the executive officers has been elected to
serve until his successor is elected and qualifies.

William  B.  Smith, age 55, has been a Managing Director  of
Morgan   Stanley  and  co-head  of  Morgan  Stanley   Realty
Incorporated  since  July 1997, and a Managing  Director  of
Dean Witter Realty Inc., which he joined in 1982.  He is  an
Executive Vice President of Dean Witter Reynolds Inc.

E.  Davisson  Hardman,  Jr., age 49,  has  been  a  Managing
Director of Morgan Stanley Asia, Ltd. since July 1997, and a
Managing  Director  of  Dean Witter Realty  Inc.,  which  he
joined in 1982.

Lawrence Volpe, age 51, is a Senior Vice President  of  Dean
Witter  Reynolds Inc., which he joined in 1983.  Since  June
1998,  he  has served in an advisory capacity in  connection
with Dean Witter Realty Inc. and related entities.  Prior to
June  1998,  he  was the Controller of Dean Witter  Reynolds
Inc.  and  the Managing General Partner, and the  Controller
and a Director of Dean Witter Realty Inc.
<PAGE>
       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.

Ronald T. Carman, age 47, is a Director and the Secretary of
Dean  Witter Realty Inc.  He has been an Assistant Secretary
of 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.

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  in  Item  5 above.  The General Partners received  cash
distributions  of  $210,460, $672,491 and $759,029  for  the
years ended October 31, 1998, 1997 and 1996, respectively.

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

The  directors  and  officers of the Partnership's  Managing
General   Partner   received  no   remuneration   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  January  1,
1999:
   (1)             (2)                        (3)
                                           Amount and
Title of        Name of                    Nature of
   Class            Beneficial   Owner            Beneficial
Ownership

Limited      All directors and executive               *
Partnership  officers of the Managing
Interests    General Partner, as a group
<PAGE>
       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                              


*  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  general
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  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 Realty,  a  Delaware
corporation  which  is a wholly-owned subsidiary  of  Morgan
Stanley  Dean  Witter  &  Co.  The general  partner  of  the
Associate  General  Partner  is Dean  Witter  Realty  Income
Associates  II  Inc., which is a wholly-owned subsidiary  of
the  Managing  General Partner. The limited partner  of  the
Associate  General  Partner is LSA 84 II  L.P.,  a  Delaware
limited partnership.  Realty and certain current and  former
officers and directors of Realty are partners of LSA  84  II
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  General Partners and their affiliates were paid certain
fees  and  reimbursed  for  certain  expenses.   Information
concerning such fees and reimbursements is contained in Note
8  to the Consolidated 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>
       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  Schedule  (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.


<PAGE>
       (b)  Purchase and Sale Agreement, dated as of October 19,
           1995, between Dean Witter Income Partnership II, L.P.,
           Midway
       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                              
                           PART IV

                       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  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.


<PAGE>

       (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

       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                              
                           PART IV

                      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.

                (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.


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

          Real Estate and Accumulated Depreciation
                              
                      October 31, 1998
                 Initial cost to Partnership

<CAPTION>                                              Costs
Capital-
                                                        ized
Subsequent
       Description     Land   Improvements             Total
To Acquisition
<S>               <C>       <C>       <C>        <C>
Office Buildings
Valley    Forge,    PA    $2,000,000             $16,534,152
$18,534,152       $4,348,437

Shopping Center
Atlanta,     GA           2,500,000               13,858,607
16,358,607         4,712,091
                        $4,500,000               $30,392,759
$34,892,759       $9,060,528

                                    Gross Amount at which
                                  Carried  at End of  Period
(A)
                                      Building and
        Description              Reductions             Land
Improvements        Total

Office Buildings
Valley  Forge,  PA             $ (3,550,000)1        $     -
$     -         $     -
                $(19,332,589)2

Shopping Center
Atlanta, GA       (5,997,000)1         1,900,300  13,173,398
15,073,698
                $(28,879,589)         $1,900,300 $13,173,398
$15,073,698

2.   Loss on impairment of real estate.
3.   Real estate sold during year.
</TABLE>
<PAGE>
<TABLE>
       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                  SCHEDULE III (continued)

<CAPTION>
                                                   Life   on
which

Depreciation in
                                                      Latest
Income
                 Accumulated             Date of   Statement
is
Description      Depreciation  (B)       Construction   Date
Acquired       Computed
<S>            <C>            <C>    <C>         <C>
Shopping Center
Atlanta,  GA       4,727,834           1986         December
1986           5-40 years

Notes:

(A)Reconciliation of real estate owned at October 31:

                              1998       1997       1996

   Balance   at   beginning  of   period      $   33,923,086
   $105,946,529$145,974,086

   Additions (deletions) during period:
          Improvements                               489,976
   934,688      6,112,900
    Loss on impairment of real
          estate                           -               -
   (11,870,000)   Reclassified to real estate
         held     for    sale                              -
   (28,199,684) (34,270,457)                    Real  estate
   sold                                         (19,339,364)
   (44,758,447)      -
     Balance  at  end  of period          $  15,073,698    $
   33,923,086  105,946,529

 (B) Reconciliation of accumulated depreciation:

                              1998       1997       1996

     Balance  at  beginning  of period    $  12,757,533    $
   38,964,769  $ 45,806,137
    Additions (deletions) during
    period:
             Depreciation        expense             548,902
   2,204,761      5,011,419
     Reclassified to real estate
        held   for   sale                -      (14,692,936)
   (11,852,787)
           Real      estate      sold            (8,578,601)
   (13,719,061)       -

      Balance  end  of  period            $   4,727,834    $
   12,757,533  $ 38,964,769

There  is no difference between cost for financial reporting
purposes and cost for federal income tax purpose.

</TABLE>
<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 INCOME PARTNERSHIP II, L.P.

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

By:  /s/E. Davisson Hardman, Jr.                   Date:  January
28,1999
    E. Davisson Hardman, Jr.
    President

By:  /s/Charles M. Charrow                         Date:  January
28,1999   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: January
28,1999
William B. Smith
Chairman of the Board of Directors

/s/E.  Davisson Hardman, Jr.                       Date:  January
28,1999
E. Davisson Hardman, Jr.
Director

/s/Lawrence  Volpe                                 Date:  January
28,1999
Lawrence Volpe
Director

/s/Ronald  T. Carman                               Date:  January
28,1999
Ronald T. Carman
Director
<PAGE>
         DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.

                  Year Ended October 31, 1998

                         Exhibit Index


    Exhibit
      No.               Description

      27            Financial Data Schedule


































                               E1