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

                                                  FORM 10-Q

[ X ]                     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                                  THE SECURITIES EXCHANGE ACT OF 1934
                                 For the period ended January 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 0-18146

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



                                                  Delaware                     
                                           (State of organization)             


                                               13-3244091           
                                   (IRS Employer Identification No.)

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

                                                    10048   
                                                 (Zip Code)

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



Former name, former address and former fiscal year, if changed since last
report:
not applicable




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


                                               Page 1 of 14  <PAGE>
                                               PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                               DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.

                                         CONSOLIDATED BALANCE SHEETS

[CAPTION]
<TABLE>
                                                                      January 31,              October 31, 
                                                                          1997                    1996     
                                   ASSETS  
<S>                                                                   <C>                      <C>         
Cash and cash equivalents                                            $  3,188,203             $  3,193,852 

Real estate: 
  Land                                                                  5,374,399               11,803,399 
  Buildings and improvements                                           55,852,858               94,143,130 
                                                                       61,227,257              105,946,529 
  Accumulated depreciation                                             25,989,715               38,964,769 
                                                                       35,237,542               66,981,760 

Real estate held for sale                                              53,434,820               22,417,670 

Investment in joint venture                                             2,659,208                2,694,918 

Deferred leasing commissions, net                                       2,166,208                2,185,691 

Other assets                                                            2,781,749                2,845,165 

                                                                     $ 99,467,730             $100,319,056 



                                      LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued liabilities                             $    811,458             $  1,121,405 

Security deposits                                                         194,383                  192,459 

Minority interests in joint ventures                                    8,378,496                8,423,845 
                                                                        9,384,337                9,737,709 

Partners' capital (deficiency):       
  General partners                                                     (5,127,839)              (5,078,043)
  Limited partners ($1,000 per Unit, 
     177,023 Units issued)                                             95,211,232               95,659,390 
  
         Total partners' capital                                       90,083,393               90,581,347 

                                                                     $ 99,467,730             $100,319,056   





                        See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
                      DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.

                                    CONSOLIDATED STATEMENTS OF OPERATIONS

                                Three months ended January 31, 1997 and 1996

[CAPTION]
<TABLE>
                                                        1997               1996    
<S>                                                  <C>               <C>
Revenues:
  Rental                                             $4,240,916        $  4,327,918
  Equity in earnings of joint venture                    62,900              71,417
  Interest and other                                     49,603             308,409
                                                      4,353,419           4,707,744

Expenses:
  Property operating                                  1,599,045           1,477,004
  Depreciation                                          744,007           1,319,020
  Amortization                                          139,490             124,709
  General and administrative                            191,413             188,254
  Loss on impairment of real estate                       -              11,870,000
                                                      2,673,955          14,978,987

Income (loss) before minority interest                1,679,464         (10,271,243)

Minority interest                                       143,620             158,422

Net income (loss)                                    $1,535,844        $(10,429,665)

Net income (loss) allocated to:
  Limited partners                                   $1,382,260        $ (9,386,699)
  General partners                                      153,584          (1,042,966)

                                                     $1,535,844        $(10,429,665)

Net income (loss) per Unit of limited
  partnership interest                                    $7.81             $(53.03)

















               See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
             DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.

                        CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL

                            Three months ended January 31, 1997
[CAPTION]
<TABLE>


<S>
                                              Limited        General
                                             Partners        Partners          Total   
Partners' capital (deficiency)             <C>             <C>              <C>
  at November 1, 1996                      $95,659,390     $(5,078,043)     $90,581,347

Net income                                   1,382,260         153,584        1,535,844

Cash distributions                          (1,830,418)       (203,380)      (2,033,798)

Partners' capital (deficiency)
  at January 31, 1997                      $95,211,232     $(5,127,839)     $90,083,393































               See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
                DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.

                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                Three months ended January 31, 1997 and 1996
[CAPTION]
<TABLE>
                                                                           1997              1996    
<S>                                                                    <C>               <C>
Cash flows from operating activities:
Net income (loss)                                                      $  1,535,844      $(10,429,665)
  Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
      Depreciation                                                          744,007         1,319,020
      Amortization                                                          139,490           124,709
      Loss on impairment of real estate                                        -           11,870,000
      Minority interests in joint ventures' 
        operations                                                          143,620           158,422
      Equity in earnings of Taxter joint venture                            (62,900)          (71,417)
      (Increase) decrease in operating assets:
        Deferred leasing commissions                                       (120,007)         (167,788)
        Other assets                                                         63,416           142,197
      (Decrease) increase in operating liabilities:
         Accounts payable and accrued liabilities                          (309,947)           63,937
         Security deposits                                                    1,924           (28,345)

              Net cash provided by operating activities                   2,135,447         2,981,070

Cash flows from investing activities:
  Additions to real estate                                                  (16,939)         (698,667)
  Distributions from Taxter joint venture                                   104,963           113,675
  Investments in Taxter joint venture                                        (6,353)          (15,154)
  Proceeds from disposition of real estate held for sale                       -           10,769,096

              Net cash provided by investing activities                      81,671        10,168,950

Cash flows from financing activities:
  Cash distributions to partners                                         (2,033,798)       (1,966,922)
  Additional investment by minority interest                                   -               96,319
  Minority interest in joint ventures' distributions                       (188,969)         (193,625)

              Net cash used in financing activities                      (2,222,767)       (2,064,228)

(Decrease) increase in cash and cash equivalents                             (5,649)       11,085,792

Cash and cash equivalents at beginning of period                          3,193,852         7,424,199

Cash and cash equivalents at end of period                             $  3,188,203      $ 18,509,991

Supplemental disclosure of non-cash investing activities:

  Reclassification of real estate held for sale:
    Real estate, at cost
      Land                                                             $  6,429,000
      Buildings and improvements                                         38,307,211
      Accmulated depreciation                                           (13,719,061)

      Real estate held for sale                                        $ 31,017,150

                        See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
                      DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.

                        Notes to Consolidated Financial Statements

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's fiscal year ends on October 31.
  
The financial statements include the accounts of the Partnership and
the Century Square and Framingham Corporate Center joint ventures on
a consolidated basis.  The equity method of accounting has been
applied to the Partnership's 15% interest in the Taxter Corporate
Park property because of the Partnership's continuing ability to
exert significant influence over Taxter.

The Partnership's records are maintained on the accrual basis of
accounting for financial reporting and tax reporting purposes.  

Net income (loss) per Unit of limited partnership interest 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.

In the opinion of management, the accompanying financial statements,
which have not been audited, include all adjustments necessary to
present fairly the results for the interim period. Except for the
loss on impairment of real estate in 1996, such adjustments consist
only of normal recurring accruals.

These financial statements should be read in conjunction with the
annual financial statements and notes thereto included in the
Partnership's annual report on Form 10-K filed with the Securities
and Exchange Commission for the year ended October 31, 1996. 
Operating results of interim periods may not be indicative of the
operating results for the entire year.

2.  Real Estate Held for Sale

In December 1996, the Partnership agreed to sell the United Services
Life property for $33,750,000.  The proceeds from the sale, net of
closing costs, were approximately $32,400,000.

In February 1997, the partnership which owns the Century Square
office building (which is owned 75% by the Partnership and 25% by
Dean Witter Realty Income Partnership I, L.P., an affiliated
partnership) agreed to sell the building for $41,500,000.  Closing
of the sale is expected to occur in the third quarter of fiscal
1997.  At January 31, 1997, the carrying value of the property
(approximately $31.0 million) has been reclassified to real estate
held for sale.
3.  Related Party Transactions

An affiliate of the Managing General Partner provided property
management services for three and four properties in 1997 and 1996,
respectively.  The Partnership incurred management fees of
approximately $58,000 and $68,000 for the three months ended January
31, 1997 and 1996, respectively.

Another affiliate of the Managing General Partner performs
administrative functions, processes investor transactions and
prepares tax information for the Partnership.  For the three months
ended January  31, 1997 and 1996, the Partnership incurred
approximately $112,000 and $127,000, respectively, for these
services.  

As of January 31, 1997, the affiliates were owed a total of
approximately $122,000 for these services. 

4.  Litigation

Various public partnerships sponsored by Dean Witter Realty Inc.
(including the Partnership and its Managing General Partner) are
defendants in purported class actions lawsuits pending in state and
federal courts.  The complaints allege a number of claims, including
breach of fiduciary duty, fraud and misrepresentation, and seek an
accounting of profits, compensatory and other damages in an
unspecified amount, possible liquidation of the Partnership under a
receiver's supervision and other equitable relief.  The defendants
are vigorously defending these actions.  It is impossible to predict
the effect, if any, the outcome of these actions might have on the
Partnership's financial statements.

5.  Subsequent Distributions

On February 27, 1997, the Partnership paid a cash distribution of
$10.34 per Unit.  The cash distribution aggregated $2,033,798, with
$1,830,418 distributed to the Limited Partners and $203,380
distributed to the General Partners.

On March 10, 1997, the Partnership distributed approximately
$32,400,000 ($183.00 per Unit), the net sales proceeds from the sale
of the United Services Life building.  The distribution was paid
100% to the Limited Partners.

<PAGE>
ITEM 2.  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 (the sole property held by one of the
partnerships is currently under contract to be sold) on an all-cash
basis.  The Partnership's acquisition program has been completed. 
No additional investments are planned.

In most regions of the country, continued restraint of new office
construction and steady leasing have reduced office supply in office
markets, and, in certain areas, rental rates are rising.  Some
office markets are faring better than others.  Currently, vacancy is
approximately 8% in the Boston suburban market, the location of
Framingham Corporate Center, and 12% in suburban Philadelphia, the
location of the Glenhardie Corporate Center buildings.  Vacancy in
the overall office market in Westchester County, New York, the
location of Taxter Corporate Park, is approximately 24%.  Office
properties in the West are benefiting from expansion by the
entertainment, high-technology and telecommunications industries;
however, Pasadena, California, the location of the Century Square
building, continues to be negatively impacted by corporate mergers
and consolidations.  In the retail sector, a changing tenant base
caused by the domination of certain power center tenants coupled
with bankruptcies and major restructuring of other tenants and
reduced consumer spending have resulted in higher vacancies and
stagnant rents at many retail properties.

The closing of the sale of the United Services Life office building
occurred on February 28, 1997.  The Partnership received
approximately $32,400,000, net of closing costs.  In accordance with
the provisions of the Partnership Agreement, the net sales proceeds
(approximately $183.00 per Unit) were distributed 100% to the
Limited Partners in March 1997.  In the first quarter of fiscal
1997, the Partnership's cash flow from operations of the building
was approximately $760,000.

In February 1997, the partnership which owns the Century Square
office building agreed to sell the building for $41,500,000.  The
Partnership's share of the sales proceeds, net of closing costs, is
expected to be approximately $29.7 million (after minority interest
share).  The Partnership's cash flow from this property (net of
minority interest) was approximately $2,930,000 in 1996 and $683,000
during the first quarter of 1997.

Barring a change in circumstances, the Managing General Partner
currently expects to market for sale the Partnership's remaining
office properties and the Pavilions at East Lake shopping center
during fiscal 1997 and 1998, with the objective of completing sales
of all of the Partnership's properties by the end of fiscal year
1998.  However, there is no assurance that the Partnership will be
able to achieve these objectives.

The Partnership's liquidity depends on the cash flow from operations
of its properties, expenditures for building improvements and tenant
improvements and leasing commissions in connection with the leasing
of space.  During the quarter ended January 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 1997.  

The Partnership's liquidity is also affected by the sale of
Partnership properties.  Because the Partnership sold the United
Services Life property in February 1997 and expects to sell other
properties in fiscal 1997, Partnership cash from operations
available for distribution will decline during the remainder of 1997
and thereafter.  As a result of the absence of operating cash flow
from the United Services life property, the Partnership will
decrease its quarterly cash distribution from $10.34 per Unit to $8
per Unit (a 5% rate on the gross offering proceeds attributable to
the Partnership's remaining investments), beginning with the second
quarter distribution payable May 1997.

During the quarter ended January 31, 1997, the Partnership's cash
flow from operations and investing activities approximated the sum
of distributions to partners and minority interest share of
distributions from the Century Square property.  During the
remainder of 1997, the Partnership expects that cash flow from
operations (net of minority interest share) and distributions
received from its joint venture investment will exceed distributions
to partners (other than distributions of net proceeds from property
sales); the Partnership expects to fund a portion of 1997 capital
expenditures from cash reserves.  The Partnership believes cash
reserves will be sufficient for its future needs.

As of January 31, 1997, the Partnership has commitments to fund
capital expenditures of approximately $250,000, primarily for
tenant-related capital expenditures at the Glenhardie property. 
These expenditures will be funded from cash from operations and cash
reserves.

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.


On February 27, 1997, the Partnership paid the first quarter cash
distribution of $10.34 per Unit.  The total distribution aggregated
$2,033,798 with $1,830,418 distributed to the Limited Partners and
$203,380 distributed to the General Partners.

On March 10, 1997, the Partnership distributed approximately
$32,400,000 ($183.00 per Unit), the net sales proceeds from the sale
of the United Services Life building.  The distribution was paid
100% to Limited Partners.

Operations

Fluctuations in the Partnership's operating results for the three-
month period ended January 31, 1997 compared to 1996 were primarily
attributable to the following:

No individual factor accounted for a significant change in equity in
earnings of joint venture, property operating expenses, amortization
expense and general and administrative expenses from 1996 to 1997.

Rental revenue decreased in 1997 compared to 1996 by approximately
$369,000 because of the sale of the Wallkill Plaza shopping center
in December 1995.  This decrease was partially offset by higher
rental income at the Partnership's other properties; no individual
property accounted for a material increase.

Interest and other income was higher in 1996 than 1997 because of
interest earned on the cash proceeds from the sale of Wallkill Plaza
until such cash was distributed to Limited Partners in March 1996,
and because of lease termination income of approximately $100,000
paid by A&P in 1996 for canceling its lease at Pavilions at East
Lake.

Depreciation decreased in 1997 compared to 1996 by approximately
$336,035 because no depreciation was taken on the United Services
Life property in 1997 prior to its sale and due to lower
depreciation at Framingham Corporate Center and Glenhardie Corporate
Center I and II due to the writedown of these properties in 1996.

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
totalling $11,870,000.

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,
has recently increased to approximately 8%.  The Partnership
believes that this increase in vacancy is temporary because
expansion by engineering, software, financial consulting and health
care companies is fueling demand for office space in this area, and
rental rates are rising.  During the first quarter of 1997,
occupancy at the property decreased slightly from 97% to 94%.  The
Partnership expects that rental rates on renewals and new leases
will continue to increase at the property in the near future.  No
significant leases at the property are scheduled to expire before
2001.

The overall vacancy level in the office market in Westchester
County, New York, the location of Taxter Corporate Park is currently
24%, and the vacancy level in the west Westchester market in which
the building is located is 15%.  The Partnership believes it is
unlikely that the vacant space will be absorbed in the market for
several years.  However, during the first quarter of 1997, occupancy
at the property remained at 99%.  Leases aggregating approximately
14% of the property's space expire in 1998.

The vacancy rate in Valley Forge, Pennsylvania, the location of the
Glenhardie property, has recently decreased from 16% to 12%.  During
the first quarter of 1997, occupancy of the property decreased from
100% to 81% as USERS, Inc. vacated its space (for approximately 27%
of the property's space) early.  The Partnership re-leased 9% of the
property's space in the first quarter to an existing tenant and is
in negotiations with a replacement tenant for the remaining vacant
space.  The Partnership expects its will release all of the USERS'
space at a higher rental rate.  Leases on approximately 10% and 44%
of the space expire during the remainder of 1997 and in 1998,
respectively.

In Pasadena, California, the location of the Century Square office
building, the overall office market vacancy rate is approximately
15%.  However, Century Square remained 100% leased during the first
quarter.  The leases of the property's largest tenant, Countrywide
Credit (which occupies 84% of the property's space), expire in 2010. 
Countrywide is negotiating to sublease an additional 9% of the
property's space from an existing tenant.  No other tenants occupy
more than 10% of the property.  As described above, the partnership
which owns the property has agreed to sell it.

The Pavilions at East Lake shopping center is located in a suburb of
Atlanta which currently has a vacancy rate of 5%.  Rental rates in
this market are stable.  During the first quarter of 1997, occupancy
at the property increased to 78%.  Shopper traffic has increased at
the property as a result of the new lease with Kroger, and Kroger's
presence at the property is enabling the Partnership to increase
rental rates on new leases.  No significant leases expire in the
near future.

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>

PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         a)   Exhibits
              An exhibit index has been filed as part of this Report
              on Page E1.
<PAGE>
                                       SIGNATURES



Pursuant to the requirements 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



Date:  March 17, 1997               By:   /s/E. Davisson Hardman, Jr.         
                                          
                                          E. Davisson Hardman, Jr.
                                          President



Date:  March 17, 1997               By:   /s/Lawrence Volpe                   
                                          Lawrence Volpe
                                          Controller
                                          (Principal Financial and Accounting
                                           Officer)









<PAGE>
                         Dean Witter Realty Income Partnership II, L.P.

                                  Quarter Ended January 31, 1997


                                         Exhibit Index





Exhibit                                                                         
  No.                               Description                                

 27                          Financial Data Schedule                        






































                                                             E1