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, 1997

                            OR

[   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
           THE SECURITIES EXCHANGE ACT OF 1934
   For the transition period from ________ to ________.

              Commission File Number 0-18150

      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
                       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,   industrial   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.   One
property was sold in fiscal 1993, one in fiscal 1996, two in
fiscal  1997,  and one subsequent to fiscal  year-end  1997.
The properties are described in Item 2 below.

The  Partnership  currently plans to  market  for  sale  its
remaining  properties during fiscal 1998, with the objective
of  completing sales of such properties by the end of  1998.
There  is no assurance that the Partnership will be able  to
achieve these objectives.

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.

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, 1997, the Partnership owned directly  or
through  a partnership interest the following four  property
interests,  none  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,  all  of  the  properties  are  adequately
covered by insurance.
<TABLE>
<CAPTION>
                       Year Acquisition Net Rentable
Type of
                    Completed/          Cost       Area
Ownership of Land
Property and Location       Acquired   ($000)  (000 sq. ft.)
and Improvements
<C>                           <C>       <C>    <C>     <C>
Framingham  Corporate Center3  1984/1985,92     $16,073  166
95% general part-
 Framingham, MA
   Office   building                                 nership
interest1

Glenhardie  Corporate Center   1979,82/1985     $17,792  126
Fee interest
 I and II
 Valley Forge, PA
 Two office buildings

Pavilions  at East Lake,       1986,1996/1986   $19,300  164
Fee interest
 Atlanta, GA
 Shopping center
 Office building

Taxter  Corporate Park         1987,88/1986,88  $7,659   345
14.8% general
              Westchester             county,             NY
partnership
 Two office buildings                             interest2

</TABLE>
1.  The  Managing  General Partner  owns  the  remaining  5%
general partnership interest.
2.  Dean Witter Realty Income Partnership III, L.P. and Dean
Witter  Realty  Income Partnership IV, affiliates    of  the
Partnership,  own  the  remaining 44.6%  and  40.6%  general
partnership interest, respectively.
3. Sold on December 3, 1997 (see Note 10 to the Consolidated
Financial Statements).
Each property was built with on-site parking facilities.

In  fiscal  1997,  the Partnership sold the United  Services
Life  Building  located  in  Bellevue,  Washington  and  the
Century   Square  office  building  located   in   Pasadena,
California.  On December 3, 1997, the Partnership  sold  the
Framingham   Corporate   Center   located   in   Framingham,
Massachusetts.

An  affiliate of the Partnership is the property manager for
Taxter  Corporate Park, Framingham Corporate Center and  the
co-property manager for the Glenhardie Corporate Center.

Further information relating to the Partnership's properties
is  included  in  Item 7 and footnotes 4, 5  and  6  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. ("DWD") and DWR as defendants was  filed  in
the  Chancery Court of Delaware for New Castle  County  (the
"Delaware  Chancery  Court").   On  February  23,  1996,   a
purported  class action lawsuit (the "Dosky Action")  naming
various public real estate partnerships sponsored by  Realty
(including   the   Partnership  and  its  Managing   General
Partner),  Realty,  DWD, DWR and others  as  defendants  was
filed in the Delaware Chancery Court.  On February 29, 1996,
a purported class action lawsuit (the "Segal Action") naming
various public real estate partnerships sponsored by  Realty
(including   the   Partnership  and  its  Managing   General
Partner),  Realty,  DWR, DWD and others  as  defendants  was
filed in the Delaware Chancery Court.  On March 13, 1996,  a
purported  class action lawsuit (the "Young Action")  naming
the  partnership,  other unidentified limited  partnerships,
DWD,  DWR and others as defendants was filed in the  Circuit
Court  for  Baltimore  City  in  Baltimore,  Maryland.   The
defendants  removed the Young Action to  the  United  States
District Court for the District of Maryland.

Thereafter, the Schectman Action, the Dosky Action  and  the
Segal  Action  were  consolidated in a  single  action  (the
"Consolidated Action") in the Delaware Chancery Court.   The
Young   Action   was  dismissed  without   prejudice.    The
plaintiffs in the Young Action 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, DWD, DWR and  others  as
defendants.  This complaint alleges breach of fiduciary duty
and seeks an accounting of profits, compensatory damages  in
an   unspecified   amount,  possible  liquidation   of   the
Partnership  under  a  receiver's  supervision   and   other
equitable relief.  The defendants filed a motion to  dismiss
this complaint on December 10, 1996.

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

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

                       PART II.

ITEM  5.   MARKET  FOR 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, 1998, there were 25,322 holders of limited
partnership interests.

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

The  Partnership  paid cash distributions  during  the  year
ended   October  31,  1997  aggregating  $390.23  per   Unit
(including $356.04 per Unit from proceeds from the sales  of
the  United Services and Century Square properties).   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 distributions of proceeds  of
the   sales  of  the  United  Services  and  Century  Square
properties  was  paid  100% to the  Limited  Partners.   The
Partnership  paid  quarterly cash distributions  during  the
year  ended  October 31, 1996 aggregating  $99.24  per  Unit
(including $60.65 per Unit from the proceeds from  the  sale
of   the  Wallkill  Plaza  property).   Total  distributions
amounted to $18,326,385, with $17,567,356 distributed to the
Limited  Partners and $759,029 distributed  to  the  General
Partners.  The distribution from the proceeds of the sale of
the  Wallkill  Plaza shopping center was paid  100%  to  the
Limited Partners.

On   November  25,  1997,  the  Partnership  paid   a   cash
distribution  of  $5.51  per Unit.   The  cash  distribution
aggregated  $1,083,774  with  $975,397  distributed  to  the
Limited  Partners and $108,377 distributed  to  the  General
Partners.

On   December   23,  1997  the  Partnership  paid   a   cash
distribution of $143.16 per Unit of proceeds from  the  sale
of Framingham Corporate Center.  The distribution aggregated
$25,342,613 and was paid entirely to the Limited Partners.

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

ITEM 6.   SELECTED FINANCIAL DATA

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

                  19971             1996     1995       1994
1993
<S>         <C>      <C>       <C>      <C>        <C>
Total  revenues        $29,219,973        $  17,414,607    $
18,474,708  $ 18,995,554       $ 15,392,848

Net  income  (loss)    $19,021,129        $  (7,812,706)2  $
(1,079,686)3         $  3,961,466       $    747,5524

Net income (loss)
 per Unit of
 limited partner-
  ship  interest       $    105.21        $      (39.72)   $
(8.25)      $      20.14       $       4.25

Cash distributions5,6
 paid per Unit of
 limited partner-
  ship  interest       $    390.23        $       99.24    $
40.00       $      30.00       $      29.52

Total assets at
      October     31     $40,963,845            $100,319,056
$126,318,743         $138,218,448       $142,002,243


</TABLE>
1.           Revenues  and net income include $17.2  million
gains  on  sales  of the United Services Life  Building  and
the  Century  Square office building.  See  Note  4  to  the
Consolidated Financial Statements.

2.            Includes  $11.9  million  loss  on  impairment
recorded  for  the Framinghanm Corporate Center,  Glenhardie
Corporate  Center  I  and  II and  Pavilions  at  East  Lake
properties.  See Note 4 to the Consolidated        Financial
Statements.

3.           Includes  a  $4.9  million write-down  of  real
estate  held  for  sale.   See Note 5  to  the  Consolidated
Financial Statements.

4.           Includes  a $0.8 million gain on sale  of  real
estate  and  a  $4.1  million loss in joint  venture  equity
due  to  a  writedown  for  impairment  recorded  at  Taxter
Corporate Park.

5.           Distributions paid to limited partners  include
returns   of   capital  per  Unit  of  limited   partnership
interest  of $332.99, $99.24, $40.00, $9.86 and  $21.64  for
the  years  ended October 31, 1997,  1996,             1995,
1994,  and  1993, respectively, calculated as the excess  of
cash distributed per Unit over          accumulated earnings
per Unit not previously distributed.

6.           Include distributions of proceeds from sales of
real estate as follows:  1997 - $356.04;
  1996 - $60.65; 1993 - $4.49.

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 (one sold in  May
1993,  one  sold in December 1995, and one sold in  February
1997)  and made three investments in partnerships (one  sold
in  April 1997 and one sold in December 1997) on an all-cash
basis.   The  Partnership's  acquisition  program  has  been
completed.  No additional investments are planned.

Limited speculative construction and the strong economy, low
unemployment  and corporate growth continued  to  positively
impact  the demand for office properties in 1997.   In  many
markets, tenant competition for a shrinking amount of office
space  had  a positive influence on rental rates  and  lease
terms.   Capital  has been readily available for  investment
and   financing   of  real  estate.   Investors,   including
institutional, foreign and REIT investors, have been  buying
office  buildings  in  many markets.  In  fiscal  1997,  the
office  markets  in  which Framingham Corporate  Center  and
Glenhardie  Corporate  Center I  and  II  are  located  have
improved and occupancy levels at these properties have  been
high.  The Partnership marketed the Framingham property  for
sale during the fourth quarter of fiscal 1997 and sold it at
the  beginning of fiscal 1998 and is currently marketing for
sale  the  Glenhardie property.  The Partnership's remaining
office  property,  Taxter  Corporate  Park,  is  located  in
Westchester,  New  York where the vacancy level  for  office
properties is approximately 19%. As this market continues to
improve, the Partnership plans to market the Taxter property
for sale during fiscal 1998.

In   the   retail  sector,  consolidation  among   retailers
continued  to lessen the demand for retail space  and  exert
downward  pressure  on rents in many markets.   Despite  the
oversupply of retail space, new projects are being built and
planned,  although the pace of new construction  has  slowed
considerably.    Many   outdated   properties   are    being
redeveloped   in   order  to  compete  with   newer   retail
properties.  At the Partnership's retail property, Pavilions
at  East  Lake, re-development is complete.  The Partnership
is  marketing  the vacant retail space at this  center,  and
currently  plans to market this property for sale in  fiscal
1998.
The  United  Services  Life office  building  was  sold  for
$33,750,000 on February 28, 1997.  The Partnership  received
cash at closing of approximately $32,400,000, net of closing
costs.  In accordance with the provisions of the Partnership
Agreement,  the net sales proceeds ($183.00 per  Unit)  were
distributed  100%  to  the Limited Partners  in  March  1997
representing   a  return  of  capital.   The   Partnership's
aggregate  cash flow from operations from the  property  was
approximately $2,800,000 in 1996 and $900,000 in 1997.

The  Century  Square office building was sold on  April  10,
1997.   See Note 5 to the consolidated financial statements.
In   accordance  with  the  provisions  of  the  Partnership
Agreement,  the  Partnership's  share  of  the   net   sales
proceeds,  approximately $30.6 million ($173.04  per  Unit),
was  distributed  100% to the Limited Partners  on  May  28,
1997,  representing a return of capital.  The  Partnership's
cash  flow from operations of this property (net of minority
interest)   was  approximately  $2,930,000   in   1996   and
$1,550,000 in 1997.

The  Partnership  sold  the Framingham  office  property  in
December  1997  and  is  currently marketing  for  sale  the
Glenhardie  office property.  The Managing  General  Partner
plans  to market for sale the Taxter Corporate Park and  the
Pavilions  at East Lake shopping center during fiscal  1998,
with  the  objective  of completing  sales  of  all  of  the
Partnership's properties by the end of 1998.  However, there
is no assurance that the Partnership will be able to achieve
these objectives.

The  Partnership's  liquidity  depends  on  cash  flow  from
operations  of its properties and expenditures for  building
improvements and tenant improvements and leasing commissions
in  connection with the leasing of space.  During  the  year
ended  October 31, 1997, all of the Partnership's properties
and  its  joint  venture investment generated positive  cash
flow  from operations, and the Partnership expects that they
will continue to do so in fiscal 1998.

In  addition, the Partnership's liquidity has been and  will
continue   to   be  affected  by  the  sale  of  Partnership
properties.  As properties are sold, Partnership  cash  from
operations available for distribution has declined and  will
continue  to  decline.   As  a  result  of  the  absence  of
operating  cash  flows from the United  Services   Life  and
Century  Square  properties, the Partnership  decreased  its
quarterly  cash distribution from $10.34 to $8.00  per  Unit
during  the  second fiscal quarter, and to  $5.51  per  Unit
beginning with the third quarter distribution paid in August
1997.   As  a result of the absence of operating cash  flows
from  the Framingham property, the Partnership will  further
decrease quarterly cash distributions in fiscal 1998.

Future cash distribution levels will fluctuate based on cash
flow generated by the Partnership's remaining properties and
proceeds received from future property sales.

During  the year ended October 31, 1997, excluding  proceeds
and  distribution  amounts relating to property  sales,  the
Partnership's    distributions   to    investors,    capital
expenditures, leasing commissions and contributions  to  its
joint  venture  exceeded cash flow from operations  (net  of
minority interest) and distributions received from its joint
venture.  This shortfall was funded from cash reserves which
the  MGP  determined  were in excess  of  the  Partnership's
needs. The Partnership believes remaining cash reserves will
be sufficient for its future needs.

During  the  year  ended October 31, 1997,  the  Partnership
incurred  approximately $1,202,000 of building improvements,
tenant  improvements and leasing commissions (net of capital
contributions by minority interest), including approximately
$735,000  in  tenant-related  capital  expenditures  at  the
Glenhardie office property.

As  of October 31, 1997, the Partnership has commitments  to
fund   capital  expenditures  of  approximately  $1,920,000,
primarily  for  tenant-related capital expenditures  at  the
Glenhardie property.  These expenditures will be funded from
cash from operations, cash reserves and proceeds from future
property sales.

On  November  25,  1997,  the Partnership  paid  the  fourth
quarter  cash  distribution of $5.51 per  Unit.   The  total
distribution aggregated $1,083,774 with $975,397 distributed
to  the  Limited  Partners and $108,377 distributed  to  the
General Partners.

On  December  3,  the Partnership distributed  approximately
$25.3  million  ($143.16 per Unit)  from  the  sale  of  the
Framingham property, entirety to Limited Partners.

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, 1997 compared to 1996 and  for  the
year  ended October 31, 1996 compared to 1995 are  primarily
attributable to the following:
Rental  revenue decreased at the Century Square  and  United
Services  Life  properties  in  1997  compared  to  1996  by
approximately  $5.9  million  due  to  the  sales  of  these
properties  (the  "1997 Properties Sold")  in  February  and
April, respectively.  This decrease was offset primarily  by
higher  rental  income  of  approximately  $570,000  at  the
Framingham property due to rent and occupancy increases  and
approximately $620,000, at Pavilions at East Lake due to the
occupancy  by  Kroger  during all of 1997.   Rental  revenue
decreased   in   1996  compared  to  1995  by  approximately
$1,673,000  because of the sale of Wallkill  Plaza,  and  by
approximately  $518,000 because the lease of  A&P,  a  major
anchor  at  Pavilions at East Lake, terminated  in  December
1995.   These  decreases  were partially  offset  by  higher
rental  income  at  the Partnership's other  properties;  no
individual property accounted for a material increase.

The gain on sales of real estate in 1997 is due to the sales
of the 1997 Properties Sold.

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 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.

Property operating expenses decreased primarily due  to  the
elimination  of  expenses relating to  the  1997  Properties
Sold.    Property  operating  expenses  decreased  in   1996
compared  to  1995 primarily due to the absence of  Wallkill
Plaza operating expenses.

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.

Depreciation  and  amortization decreased  by  approximately
$2,810,000  and $230,000, respectively, in 1997 compared  to
1996  primarily  due  to  the absence  of  depreciation  and
amortization on the 1997 Properties Sold, and 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.   Depreciation decreased in 1996 compared to  1995  by
approximately $444,000 because of the sale of Wallkill Plaza
and  by  $508,000  due  to  lower  depreciation  charges  at
Framingham Corporate Center, Glenhardie Corporate  Center  I
and  II  and Pavilions at East Lake due to the writedown  of
these properties in January 1996.

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

The   vacancy  rate  in  the  office  market  in  Framingham
Massachusetts,  a  suburb  of Boston  and  the  location  of
Framingham Corporate Center, approximated 5% in fiscal 1997.
Expansion by engineering, software, financial consulting and
health care companies fueled demand for office space in this
area,  and  rental rates in the market and at  the  property
increased   throughout  the  year.   During  1997,   average
occupancy at the property was 97%, and at October 31,  1997,
occupancy was 100%, compared to 97% at the prior fiscal year-
end.  The property was sold in December 1997.

The   overall  vacancy  level  in  the  office   market   in
Westchester  County,  New  York,  the  location  of   Taxter
Corporate  Park  decreased from 24% to  17%  in  1997.   The
vacancy  level in the west Westchester market in  which  the
building  is  located  is currently  11%,  reflecting  a  4%
absorption in fiscal 1997 over the prior year.  During 1997,
average occupancy at the property was approximately 99%, and
at  October  31, 1997, the property was 100% occupied.   The
property  is leased to 21 tenants.  KLM Royal Dutch Airlines
owns a long-term leasehold in approximately 20% of the space
at  the  property.  Leases aggregating approximately 15%  of
the  property's space expire in fiscal 1999.  The  lease  of
Fuji  Photo  Film (for approximately 28% of  the  property's
space) expires in fiscal 2001.  No other tenants occupy more
than 10% of the property.

The vacancy rate in Valley Forge, Pennsylvania, the location
of Glenhardie Corporate Center, decreased from 16% to 11% in
1997  in  an improving office market with increasing demand.
During  1997,  average  occupancy at the  property  was  96%
compared  to 98% in 1996, and at October 31, 1997, occupancy
at  the  property was 100%, as it was at October  31,  1996.
The  property is occupied by eleven tenants.  The leases  of
Sungard   Data  Systems  (for  approximately  35%   of   the
property's   space),   Allstate   Insurance   Company   (for
approximately  18% of the space) and Stevens  and  Lee  (for
approximately  10% of the space) expire in  1998,  2002  and
2002,  respectively.  No other tenants occupy more than  10%
of  the  property.   Leases  on  approximately  44%  of  the
property's space expire in 1998.

The  Pavilions at East Lake shopping center is located in  a
suburb of Atlanta which currently has a vacancy rate of  5%.
During 1997, average occupancy at the property was 78%.   At
October 31, 1997, occupancy at the property was 74% vs.  73%
at  October  31,  1996.   The property  is  occupied  by  34
tenants.   In  October  1996, Kroger moved  into  its  newly
constructed space (which comprises approximately 39% of  the
property's  space).  Shopper traffic has  increased  at  the
property  as  a  result of the new lease  with  Kroger,  and
Kroger's presence at the property enabled the Partnership to
increase  rental rates on leases completed during 1997.   No
other  tenants  occupy more than 10% of  the  property.   No
leases on significant amounts of space expire until 2002.

Inflation

Inflation  has  been  consistently low  during  the  periods
presented in the financial statements and, as a result,  has
not  had  a  significant  effect on the  operations  of  the
Partnership or its properties.
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


         DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.

                             INDEX



                                                     Page
(a) Financial Statements

Independent Auditors' Report                           16
Consolidated Balance Sheets at October 31, 1997 and 1996      17
Consolidated Statements of Operations for the years ended
  October 31, 1997, 1996 and 1995                      18
Consolidated Statements of Partners' Capital for the
  years ended October 31, 1997, 1996 and 1995          19
Consolidated Statements of Cash Flows for the years
  ended October 31, 1997, 1996 and 1995                20-21
Notes to Consolidated Financial Statements             22-32





(b) Financial Statement Schedule

Real Estate and Accumulated Depreciation     III       39-40









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.
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,  1997 and  1996  and  the  related
consolidated   statements  of   operations,   partners'
capital, and cash flows for each of the three years  in
the  period  ended October 31, 1997.  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,
1997  and 1996 and the results of their operations  and
their  cash  flows for each of the three years  in  the
period  ended  October  31,  1997  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 16, 1998
<TABLE>
         DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                   CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                October 31,
                                            1997        1996
                                
                             ASSETS
<S>                                                  <C>    <C>
Cash and cash equivalents                 $ 1,741,456  $
3,193,852

Real estate:
 Land                                       3,545,300
11,803,399
 Buildings and improvements                30,377,786
94,143,130
                                           33,923,086
105,946,529
 Accumulated depreciation                  12,757,533
38,964,769
                                           21,165,553
66,981,760

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

Investment in joint venture                 2,572,800
2,694,918

Deferred leasing commissions, net             628,834
2,185,691

Other assets                                1,348,454
2,845,165
                                          $40,963,845
$100,319,056
                                
                LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued liabilities  $   940,489  $
1,121,405

Security deposits                             173,057
192,459

Minority interest in joint venture               -      8,423,845
                                            1,113,546
9,737,709
Partners' capital (deficiency)
 General partners                          (5,353,586)
(5,078,043)
 Limited partners ($1,000 per Unit, 177,023 units)
  issued)                                  45,203,885
95,659,390

Total partners' capital                    39,850,299
90,581,347
                                          $40,963,845
$100,319,056
  See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
         DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                                
              CONSOLIDATED STATEMENTS OF OPERATIONS
                                
       For the years ended October 31, 1997, 1996 and 1995
<CAPTION>
                                         1997                1996
1995
<S>                                          <C>       <C>  <C>
Revenues:
 Rental                                       $11,331,966
$16,206,557                         $17,249,584
 Gains on sales of real estate       17,232,823               -
-
 Equity in earnings of joint venture              209,663
250,109                                 306,711
 Interest and other                     445,521
957,941                                 918,413

                                     29,219,973
17,414,607                           18,474,708

Expenses:
 Property operating                   4,483,709
6,459,867                             6,803,324
 Depreciation                         2,204,761
5,011,419                             6,053,280
 Amortization                           310,960
537,220                                 611,819
 General and administrative             715,929
759,445                                 725,508
 Loss on impairment of real estate        -    11,870,000
-
 Loss on write-down of real estate held
  for sale                                -         -
4,886,200

                                      7,715,359
24,637,951                           19,080,131

Income (loss) before minority interest         21,504,614
(7,223,344)                            (605,423)

Minority interest                     2,483,485
589,362                                 474,263

Net income (loss)                   $19,021,129
$(7,812,706)                        $(1,079,686)

Net income (loss) allocated to:
 Limited partners                   $18,624,181
$(7,031,435)                        $(1,460,337)
 General partners                       396,948
(781,271)                               380,651
                                    $19,021,129
$(7,812,706)                        $(1,079,686)

Net income (loss) per Unit of limited
 partnership interest               $    105.21         $
(39.72)                             $     (8.25)

  See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
         DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                                
           CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
                                
       For the years ended October 31, 1997, 1996 and 1995


<CAPTION>

                                 Limited     General
                                 Partners    Partners      Total
<S>                                        <C>         <C>  <C>
Partners' capital (deficiency) at
 October 31, 1994              $128,799,438
$(3,131,626)                   $125,667,812

Net (loss                      ) income      (1,460,337)
380,651                          (1,079,686)

Cash distributions               (7,080,920)
(786,768)                        (7,867,688)


Partners' capital (deficiency) at
 October 31, 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




  See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
         DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                                
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                
       For the years ended October 31, 1997, 1996 and 1995
<CAPTION>
                                        1997      1996      1995
<S>                                          <C>       <C>  <C>
Cash flows from operating activities:
   Net   income  (loss)                  $  19,021,129          $
(7,812,706)                        $  (1,079,686)
  Adjustments to reconcile net income (loss)
  to net cash provided by operating activities:
            Depreciation                                2,204,761
5,011,419                              6,053,280
            Amortization                                  310,960
537,220       611,819
     Loss   on   impairment  of  real   estate                  -
11,870,000                                  -
   Loss on write-down of real estate held
        for   sale                                -             -
4,886,200
   Minority interest in joint venture's
              operations                                2,509,698
589,362       474,263
    Gains on sales of real estate    (17,232,823)               -
-
   Equity in earnings of Taxter joint
              venture                                   (209,663)
(250,109)                               (306,711)
   (Increase) decrease in operating assets:
          Deferred     leasing     commissions          (196,316)
(713,636)                             (1,299,609)
           Other       assets                            (89,219)
372,484       519,000
   (Decrease) increase in operating liabilities:
         Accounts     payable     and     accrued     liabilities
(113,856)                                                 406,464
(25,742)
           Security       deposits                         21,330
(64,299)                                 (14,573)
      Net cash provided by operating
                activities                              6,226,001
9,946,199                              9,818,241

Cash flows from investing activities:
     Additions    to    real    estate                  (934,688)
(6,112,900)                           (1,287,837)
   Distributions  from  Taxter  joint  venture            408,903
349,775       502,174
   Investment  in  Taxter  joint  venture                (77,122)
(64,009)                                (166,691)
   Proceeds  from  sales  of  real  estate             73,610,230
10,769,096    -
 Minority interest in proceeds from sale
   of real estate                    (10,446,817)               -
-

     Net cash provided by (used in)
           investing       activities                  62,560,506
4,941,962                              (952,354)
                                
                           (continued)
</TABLE>
<TABLE>
         DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                                
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                
       For the years ended October 31, 1997, 1996 and 1995
                           (continued)
<CAPTION>
                                        1997      1996      1995
<S>                                                     <C>   <C>
<C>
Cash flows from financing activities:
     Cash     distributions    to    partners        (69,752,177)
(18,326,385)                         (7,867,688)
   Additional  investment  by  minority  interest           5,559
130,576      387,503
 Minority interest in joint venture's
           distributions                                (492,285)
(922,699)                              (989,365)
  Repayment of deferred distribution                 -          -
(2,784,417)

    Net  cash  used  in  financing  activities       (70,238,903)
(19,118,508)                        (11,253,967)

Decrease   in  cash  and  cash  equivalents           (1,452,396)
(4,230,347)                          (2,388,080)

Cash    and    cash    equivalents   at   beginning    of    year
3,193,852                                               7,424,199
9,812,279

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

Supplemental disclosure of non-cash
 investing activities:

  Reclassification of real estate held
  for sale:
    Land                                       $   1,829,099    $
2,831,536                          $  2,300,000
        Buildings      and     improvements            26,370,585
31,438,921                           17,397,188
         Accumulated       depreciation              (14,692,936)
(11,852,787)                         (4,041,892)
   Loss on write-down of real estate
     held for sale                        -         -
(4,886,200)

   Real estate held for sale       $ 13,506,748        $
22,417,670                         $ 10,769,096


                                
                                
                                
  See accompanying notes to consolidated financial statements.
</TABLE>
       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              
               October 31, 1997, 1996 and 1995

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.

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    owns   a   75%   general   partnership   interest    in
Century   Square;  an  affiliate  of  the  partnership,  Dean   Witter
Realty   Income   Partnership  I,  L.P.,  owns   the   remaining   25%
general   partnership   interest.   The   Partnership   owns   a   95%
general   partnership   interest  in  Framingham   Corporate   Center;
the Managing General Partner owns the remaining 5% interest.

The   equity   method   of  accounting  has  been   applied   to   the
Partnership's   14.8%   interest  in   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%   general  partnership  interests,   respectively,
in the Taxter Corporate Park property.

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

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

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

Because   the   determination   of   fair   value   is   based    upon
projections    of   future   economic   events   such   as    property
occupancy   rates,   rental  rates,  operating  cost   inflation   and
market   capitalization   rates  which  are   inherently   subjective,
the   amounts   ultimately   realized  at   disposition   may   differ
materially   from  the  net  carrying  values  as   of   October   31,
1997.

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

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   addition,  offering  costs  are  treated  differently   for   tax
and   financial   reporting  purposes.    The   tax   basis   of   the
Partnership's   assets   and   liabilities   is   approximately    $21
million    higher   than   the   amounts   reported   for    financial
statement purposes.
       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              
The   Financial   Accounting  Standards  Board  has  recently   issued
several   new   accounting   pronouncements.    Statement   No.   128,
"Earnings   per   Share"  establishes  standards  for  computing   and
presenting    earnings   per   share,   and   Statement    No.    129,
"Disclosure     of     Information    about     Capital     Structure"
establishes   standards   for   disclosing   information   about    an
entity's   capital   structure.    These   two   standards   will   be
effective    for    the   Partnership's   1998   year-end    financial
statements.     Statement    No.   130,    "Reporting    Comprehensive
Income"   establishes   standards  for  reporting   and   display   of
comprehensive    income   and   its   components.    Statements    No.
131,    "Disclosures   about   Segments   of   an    Enterprise    and
Related   Information"  establishes  standards  for   the   way   that
public     business     enterprises    report    information     about
operating    segments    in    annual   financial    statements    and
requires   that   those   enterprises  report   selected   information
about   operating  segments  in  interim  financial   reports   issued
to   shareholders.   It   also  establishes  standards   for   related
disclosure   about   products   and   services,   geographic    areas,
and   major   customers.   These  two  standards  are  effective   for
the Partnership's 1999 financial statements.

Management   of   the   Partnership  does  not  believe   that   these
new   standards   will   have   any  effect   on   the   Partnership's
computation  or  presentation  of  net  income  or  net   income   per
unit   of   limited  partnership  interest,  or  its  disclosures   of
capital structure, 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   will   be   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.

       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   $332.99,
$99.24  and  $40.00  for  the  years  ended  October  31,  1997,  1996
and   1995,   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:
<TABLE>
<CAPTION>
                                                   Carrying      Value
at
                            Year of           October 31,
       Property           Acquisition       1997      1996
<S>                       <C>                     <C>  <C>
Glenhardie I and II,
     Valley     Forge,     PA              1985            $10,644,395
$10,559,394

Pavilions at East Lake,
      Atlanta,      GA                    1986              10,521,158
10,925,704

Century     Square,     Pasadena,     CA                          1985
-                          31,312,446
 (see Note 5)

Framingham Corporate Center,
    Framingham,    MA   (see   Note    10)                        1985
-                          14,184,216
                                                           $21,165,553
$66,981,760
</TABLE>
The   net   carrying   value  of  the  Framingham   Corporate   Center
was   reclassified  to  Real  Estate  Held  for  Sale  in  the  fourth
quarter of 1997.

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

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   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

In   February   1997,  the  Partnership  sold  the   United   Services
Life   property  to  an  unaffiliated  party  for  $33,750,000.    The
proceeds    from    the    sale,   net   of    closing    costs,    of
approximately    $32,400,000   were   distributed    100%    to    the
Limited   Partners   in   March  1997,  representing   a   return   of
capital of $183 per Unit.

On  April  10,  1997,  the  Century  Square  joint  venture  sold  the
Century   Square   property  to  an  unaffiliated  party   for   $41.5
million.    The   purchase  price  was  paid  in  cash   at   closing.
The     Partnership    received    approximately    $30.6     million,
representing  its  75%  share  of  the  cash  received  by  the  joint
venture,   net   of  closing  costs.   The  net  proceeds   from   the
sale   were  distributed  100%  to  Limited  Partners  in   May   1997
($173.04 per Unit) representing a return of capital.

Aggregate   net  income  and  cash  flow,  excluding  the   gains   on
sales   of   the   properties,   was  approximately   $1,800,000   and
$2,100,000,   respectively,  from  the  United   Services   Life   and
Century Square properties in 1997.

In   October   1995,  the  Partnership  entered  into   an   agreement
to    sell    the    Wallkill   Plaza   shopping    center    to    an
unaffiliated   party  for  approximately  $12.2  million.    As   part
of   the   agreement,   two  affiliated  partnerships,   Dean   Witter
Realty   Income   Partnership  III,  L.P.  and  Dean   Witter   Realty
Yield    Plus   L.P.,   also   agreed   to   sell   certain   shopping
centers owned by them.


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

The   closing   of   the   sale   of  the  Wallkill   Plaza   shopping
center took place on December 11, 1995.

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  in  the  Wallkill   Plaza
Shopping  Center  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  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.

Because   of  the  sale,  the  net  carrying  value  of  the  property
was  reclassified  to  real  estate  held  for  sale  at  October  31,
1995,   and   its   carrying  value  was  reduced   to   approximately
$10.8   million,   resulting   in  a  loss   of   approximately   $4.9
million.   In   accordance  with  the  Partnership   Agreement,   100%
of   the  loss  was  allocated  to  the  Limited  Partners  in   1995.
The   reduced   carrying  value  represented  the  cash   portion   of
the   sale  price,  net  of  closing  costs.   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.

The   net   income   from   the   Wallkill   Plaza   Shopping   Center
included   in   the   Partnership's   statement   of   operations   in
fiscal 1995 was approximately $752,000.
       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.  Investment in Joint Venture

Taxter Corporate Park, Westchester County, New York

The   Partnership  owns  a  14.8%  general  partnership  interest   in
the   partnership  which  owns  the  property.   Affiliates   of   the
Partnership,   Dean  Witter  Realty  Income  Partnership   III,   L.P.
and   Dean   Witter  Realty  Income  Partnership  IV,  L.P.  purchased
the   remaining   44.6%  and  40.6%  general  partnership   interests,
respectively.

The    partners   receive   cash   flow   and   profits   and   losses
according to their interests.

Summarized   balance   sheet  information   of   the   joint   venture
are as                          follows:
<TABLE>
<CAPTION>
                                              October 31,
                                       1997        1996
<S>                                            <C>     <C>
Land and buildings, net            $17,203,009 $17,781,234
Other                                1,718,650   1,990,515

Total assets                       $18,921,659 $19,771,749

Liabilities                        $   153,159 $   176,478
Partners' capital                   18,768,500  19,595,271

Total liabilities and capital      $18,921,659 $19,771,749
</TABLE>
Summarized   results   of  the  operations  of   the   joint   venture
are as follows:
<TABLE>                              Years ended October 31,
                                 1997      1996      1995
Rental     income                    $5,511,684             $5,954,030
$6,267,312
Other     income                        181,367                 43,394
92,483

                                    5,693,051                5,997,424
6,359,795
Property    operating   expenses      3,111,753              3,111,267
3,168,141
Depreciation    and   amortization    1,164,659              1,196,229
1,119,284
                                    4,276,412                4,307,496
4,287,425
Net     income                       $1,416,639             $1,689,928
$2,072,370
       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

<CAPTION>
                                     Years ended October 31,
                                 1997      1996      1995
<S>                                     <C>       <C>  <C>
Investment     at     beginning     of     year             $2,694,918
$2,730,575                    $2,759,347
Equity    in   earnings                 209,663                250,109
306,711
Distributions                                                (408,903)
(349,775)                       (502,174)
Additional    investments               77,122                  64,009
166,691

Investment   at   end   of  year      $2,572,800            $2,694,918
$2,730,575
</TABLE>
The  accounting  policies  of  the  joint  venture  are  the  same  as
those of the Partnership.

7.  Leases

Minimum   future   rental   income  under   noncancellable   operating
leases   (excluding  the  leases  of  space  at   real   estate   held
for sale) as of October 31, 1997 is as follows:
<TABLE>
<CAPTION>
      Year ending October 31:
      <S>                     <C>
      1998                      $ 2,793,624
      1999                        2,156,933
      2000                        2,018,704
      2001                        1,885,191
      2002                        1,036,173
      Thereafter                  7,407,094
      Total                     $17,297,719

The   Partnership   has  determined  that  all  leases   relating   to
its   properties  are  operating  leases.   The  lease   terms   range
from   one   year   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   three   properties   in   1997
(subsequent   to  the  sale  of  the  Century  Square  property)   and
four   properties  in  1996  and  1995.   The  Partnership  paid   the
affiliate      management     fees     (included      in      property

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

operating   expenses)   of   approximately  $193,000,   $243,000   and
$296,000   for   the   years  ended  October  31,   1997,   1996   and
1995, 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,   1997,  1996  and  1995,  the   affiliate   was
reimbursed    approximately   $396,000,   $489,000    and    $522,000,
respectively,   for   these  services.   These   amounts   have   been
recorded in general and administrative expenses.

As    of    October    31,    1997,   the   affiliates    were    owed
approximately $166,000 for these services.

Through   October  31,  1994,  the  General  Partners   had   deferred
receipt    of    distributions   to   which   they    were    entitled
totaling   $2,784,417.    Amounts  deferred   were   charged   against
partners'   capital  and  recorded  as  liabilities  to  the   General
Partners.    In   fiscal   1995,   the   Partnership   repaid    these
deferred distributions.

9.   Litigation

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

10.  Subsequent Events

On    November    25,   1997,   the   Partnership    paid    a    cash
distribution    of   $5.51   per   Unit.    The   cash    distribution
aggregated    $1,083,774   with   $975,397    distributed    to    the
Limited   Partners   and   $108,377   distributed   to   the   General
Partners.

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

On   December   3,   1997,  the  Partnership   sold   the   Framingham
Corporate    Center    to   an   unaffiliated   party    for    $26.05
million.    At   closing,  the  Partnership  received  proceeds,   net
of    closing   costs   and   other   deductions,   of   approximately
$25.3    million.     On   December   23,   1997,   the    Partnership
distributed   approximately   $25.3   million   ($143.16   per   Unit)
of sale proceeds entirely to Limited Partners.


       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             Controller and Director
   Ronald T. Carman           Secretary and Director

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

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

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

Lawrence  Volpe,  age  50,  is  a  Director  and  the  Controller   of
Dean   Witter  Realty  Inc.   He  is  a  Senior  Vice  President   and
Controller  of  Dean  Witter  Reynolds  Inc.,  which  he   joined   in
1983.
       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.

Ronald  T.  Carman,  age  46,  is  a Director  and  the  Secretary  of
Dean  Witter  Realty  Inc.   He  is  an  Assistant  Secretary  of  MWD
and  a  Senior  Vice  President  and  Associate  General  Counsel   of
Dean Witter Reynolds Inc., which he joined in 1984.

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

ITEM 11.  EXECUTIVE COMPENSATION

The    General    Partners    are    entitled    to    receive    cash
distributions,   when   and  as  cash  distributions   are   made   to
the   Limited  Partners,  and  a  share  of  taxable  income  or   tax
loss.     Descriptions   of   such   distributions   and   allocations
are   in   Item   5   above.   The  General  Partners  received   cash
distributions   of   $672,491,   $759,029   and   $786,768   for   the
years   ended   October   31,  1997,  1996  and  1995,   respectively.
In    fiscal    1995,   the   Partnership   repaid    $2,784,417    of
previously    deferred    distributions   owed    to    the    General
Partners.

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.

       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.

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,
1997:

   (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


*    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,  Discover  &  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

       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.

of   LSA   84   II  L.P.   Additional  information  with  respect   to
the   directors  and  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.

                       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.

       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.

                          (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    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.
       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.

                         (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   18,   1997  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.

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

          Real Estate and Accumulated Depreciation
<CAPTION>
                      October 31, 1997
                 Initial cost to Partnership
[WILL CHANGE]
                                                                 Costs
Capital-
                                                                  ized
Subsequent
          Description       Land      Improvements               Total
To Acquisition
<S>               <C>       <C>       <C>        <C>
Office Building
Framingham,       MA         $      2,061,399              $21,369,446
$23,430,845       $ 7,091,839

Office Buildings
Valley       Forge,      PA         2,000,000               16,534,152
18,534,152          4,124,266

Office Building
Pasadena,        CA               6,429,000                 33,907,000
40,336,000          4,422,447

Shopping Center
Atlanta,        GA                2,500,000                 13,858,607
16,358,607          4,453,060
                             $12,990,399                   $85,669,205
$98,659,604       $20,091,612

                                    Gross Amount at which
                                    Carried    at   End   of    Period
(A)
                                      Building and
           Description                 Reductions                 Land
Improvements        Total
Office Building
Framingham, MA  $ (2,323,000)1        $          $     $
                      (28,199,684)2                 -                -
-

Office Buildings
Valley    Forge,    PA                (3,550,000)1           1,645,000
17,463,418       19,108,418

Office Buildings
Pasadena,    CA        (44,758,447)3                -                -
-

Shopping Center
Atlanta,    GA         (5,997,000)1           1,900,300     12,914,367
14,814,667
                    $(84,828,131)            $3,545,300    $30,377,785
$33,923,085
</TABLE>
1.                Loss on impairment of real estate.
2.                Reclassified to real estate held for sale.
3.                Real estate sold during year.
<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>
Office Buildings
Valley   Forge,   PA            $  8,464,024               1979   July
1985           5-40 years
                              1982   November 1985

Shopping Center
Atlanta,     GA         4,293,509              1986           December
1986           5-40 years
               $12,757,533
</TABLE>
Notes:

(A)Reconciliation of real estate owned at October 31:
<TABLE>
<CAPTION>
                              1997       1996       1995
<S>                       <C>        <C>        <C>
   Balance      at     beginning     of     period        $105,946,529
   $145,974,086$164,357,368

   Additions (deletions) during period:
               Improvements                                    934,687
   6,112,900      1,314,951
    Cost recovery on capital
          improvements                                -              -
   (27,114)
    Loss on impairment of real
            estate                             -          (11,870,000)
   -
    Reclassified to real estate
          held      for      sale                         (28,199,684)
   (34,270,457) (19,671,119)
         Real      estate      sold                       (44,758,447)
   -                  -
       Balance    at    end    of    period            $    33,923,085
   $105,946,529$145,974,086
</TABLE>
 (B) Reconciliation of accumulated depreciation:
<TABLE>
<CAPTION>
                              1997       1996       1995
<S>                       <C>        <C>        <C>
       Balance   at   beginning   of   period     $   38,964,769     $
   45,806,137  $ 43,775,258
    Additions (deletions) during
    period:
                Depreciation           expense               2,204,761
   5,011,419      6,053,280
     Reclassified to real estate
              held         for         sale                (2,840,149)
   (7,830,386)   (4,022,401)
             Real         estate         sold             (25,571,848)
   (4,022,401)        -
        Balance    end   of   period             $   12,757,533      $
   38,964,769  $ 45,806,137
</TABLE>
There   is   no  difference  between  cost  for  financial   reporting
purposes and cost for federal income tax purpose.

                           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, 1998
    E. Davisson Hardman, Jr.
    President

By:  /s/Lawrence Volpe                             Date:  January
28, 1998
    Lawrence Volpe
    Controller
    (Principal Financial and Accounting Officer)

Pursuant  to the requirements of the Securities Exchange  Act  of
1934,  this report has been signed below by the following persons
on  behalf  of the registrant and in the capacities  and  on  the
dates indicated.

DEAN WITTER REALTY INCOME PROPERTIES II INC.
Managing General Partner

/s/William B. Smith                               Date:   January
28, 1998
William B. Smith
Chairman of the Board of Directors

/s/E.  Davisson Hardman, Jr.                       Date:  January
28, 1998
E. Davisson Hardman, Jr.
Director

/s/Lawrence Volpe                                 Date:   January
28, 1998
Lawrence Volpe
Director

/s/Ronald T. Carman                               Date:   January
28, 1998
Ronald T. Carman
Director
         DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.

                  Year Ended October 31, 1997

                         Exhibit Index


    Exhibit
      No.               Description

      27            Financial Data Schedule



































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