5
                                
                                
                                

                          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 September 30, 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:  0-18149

                                
             DEAN WITTER REALTY YIELD PLUS II, L.P.
 (Exact name of registrant as specified in governing instrument)


          Delaware                             13-3469111
        (State    of   organization)              (IRS   Employer
Identification No.)

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


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

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 17
<TABLE>
                 PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

             DEAN WITTER REALTY YIELD PLUS II, L.P.
                                
BALANCE SHEETS
<CAPTION>
                                             September 30,
December 31,
                                                1997       1996
<S>                                                         <C>
<C>
                             ASSETS

Investment in participating mortgage loan, net of
 allowance of $11,264,750                    $13,755,767
$13,755,767

Investment in unconsolidated partnership      18,632,924
19,166,087

Building and improvements, net of accumulated
 depreciation of $1,161,660 and $1,012,772     6,142,966
6,291,854

Cash and cash equivalents                      2,963,803
2,963,298

Deferred expenses, net                           399,994
561,626

Other assets                                     278,270
265,380

                                             $42,173,724
$43,004,012


                LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and other liabilities       $   267,846    $
205,676

Security deposits                                 97,919
97,919

                                                 365,765
303,595

Partners' capital:
 General partners                              3,516,500
3,605,746
 Limited partners ($500 per Unit, 173,164 Units issued)
38,291,459                                    39,094,671

Total partners' capital                       41,807,959
42,700,417

                                             $42,173,724
$43,004,012
  See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
             DEAN WITTER REALTY YIELD PLUS II, L.P.
                                
                    STATEMENTS OF OPERATIONS
                                
     Three and nine months ended September 30, 1997 and 1996
<CAPTION>


                              Three months ended          Nine
months ended
                                 September 30,
September 30,
                              1997     1996      1997     1996
<S>                                           <C>      <C>  <C>
<C>
Revenues:
 Interest on participating
  mortgage loan            $125,929 $  501,085         $  251,849
$1,497,808
 Rental                     394,127    393,212          1,156,478
1,090,414
 Equity in earnings of
  unconsolidated partnership         212,069     181,231
646,125                       596,807
 Interest and other          39,098     36,255            122,833
96,899

                            771,223  1,111,783          2,177,285
3,281,928

Expenses:
 Property operating         212,476    196,760            664,880
607,804
 Depreciation and amortization       103,507      98,713
310,520                       296,140
 General and administrative          116,955      92,619
290,551                       246,704
 Loss on impairment of
  participating mortgage loan           -      1,477,000
-  1,477,000

                            432,938  1,865,092          1,265,951
2,627,648

Net income (loss)          $338,285 $ (753,309)        $  911,334
$  654,280

Net income (loss) allocated to:
 Limited partners          $304,457 $ (677,978)        $  820,201
$  588,852
 General partners            33,828    (75,331)            91,133
65,428
                           $338,285 $ (753,309)        $  911,334
$  654,280

Net income (loss) per Unit of
 limited partnership interest       $   1.76  $    (3.92)   $
4.74 $     3.40





  See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
             DEAN WITTER REALTY YIELD PLUS II, L.P.
                                
                 STATEMENT OF PARTNERS' CAPITAL
                                
              Nine months ended September 30, 1997
<CAPTION>

                                   Limited   General
                                   Partners  Partners     Total
<S>                                                    <C>  <C>
<C>
Partners' capital at January 1, 1997         $39,094,671
$3,605,746                         $42,700,417

Net income                             820,201             91,133
911,334

Cash distributions                  (1,623,413)
(180,379)                           (1,803,792)

Partners' capital at September 30, 1997      $38,291,459
$3,516,500                         $41,807,959

























                                
                                
                                
                                
  See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
             DEAN WITTER REALTY YIELD PLUS II, L.P.
                                
                    STATEMENTS OF CASH FLOWS
                                
          Nine months ended September 30, 1997 and 1996
<CAPTION>

                                                1997       1996
<S>                                                         <C>
<C>
Cash flows from operating activities:
 Net income                                  $   911,334    $
654,280
 Adjustments to reconcile net income to net cash
  provided by operating activities:
   Depreciation and amortization                 310,520
296,140
   Equity in earnings of unconsolidated partnership
(646,125)                                       (596,807)
   Loss on impairment of participating mortgage loan          -
1,477,000
   Increase in operating assets:
     Other assets                                (12,890)
(36,755)
   Increase (decrease) in operating liabilities:
     Accounts payable and other liabilities       62,170
(63,613)

      Net cash provided by operating activities
625,009                                        1,730,245

Cash flows from investing activities:
 Contributions to unconsolidated partnership    (311,484)
(914,514)
 Distributions from unconsolidated partnership
1,490,772                                      1,490,606
 Additions to building and improvements             -
(212,002)

      Net cash provided by investing activities
1,179,288                                        364,090

Cash flows used in financing activities:
 Cash distributions                           (1,803,792)
(1,803,792)

Increase in cash and cash equivalents                505
290,543

Cash and cash equivalents at beginning of period
2,963,298                                      2,233,451

Cash and cash equivalents at end of period   $ 2,963,803    $
2,523,994








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

1.                       The Partnership

Dean   Witter   Realty  Yield  Plus   II,   L.P.   (the
"Partnership") is a limited partnership organized under
the  laws  of  the  State  of Delaware  in  1988.   The
Managing  General  Partner of the Partnership  is  Dean
Witter Realty Yield Plus II Inc., which is wholly-owned
by Dean Witter Realty Inc. ("Realty").

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

The  Partnership  accounts for  its  investment  in  DW
Michelson Associates under the equity method.

Net income per Unit amounts were calculated by dividing
net income 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  periods. Except for  reserves
of  uncollected interest relating to the  participating
mortgage loan in 1997 and the loss on impairment of the
participating  mortgage loan 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  December  31,
1996.  Operating results of interim periods may not  be
indicative  of  the operating results  for  the  entire
year.

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

        DEAN WITTER REALTY YIELD PLUS II, L.P.
                           
             Notes to Financial Statements

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 1997 year-end financial
statements.     Statement    No.    130,     "Reporting
Comprehensive   Income"   establishes   standards   for
reporting and display of comprehensive income  and  its
components.   Statement  No.  131,  "Disclosures  about
Segments  of  an  Enterprise and  Related  Information"
establishes standards for 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  1998
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.

2.                        Investment  in  Participating
Mortgage Loan

In October 1996, the owner/borrower of the One Congress
Street property defaulted on the participating mortgage
loan (the "Loan") made by the Partnership (42%) and  an
affiliate,  Dean Witter Realty Yield Plus,  L.P.  (58%)
("Yield  Plus"; and collectively, with the Partnership,
the  "Lender")  by  failing  to  timely  pay  its  debt
service.   Thereafter, the Lender accelerated the  Loan
and  attempted to take possession of the property.   On
October  15, 1996, the owner/borrower filed a voluntary
petition under Chapter 11 of the U.S. Bankruptcy Code.

        DEAN WITTER REALTY YIELD PLUS II, L.P.
                           
             Notes to Financial Statements

During    the   first   nine-months   of   1997,    the
owner/borrower  paid  to  the Partnership  $251,849  of
$1,486,915   total  interest  due.    The   Partnership
reserved the remaining accrued but unpaid interest.  As
of September 30, 1997, the Partnership's total reserves
against   accrued   but  unpaid  interest   approximate
$1,703,000.

On  October  27,  1997,  the  Lender  entered  into   a
settlement  agreement  with  the  owner/borrower   (the
"Agreement").   As  part  of  the  Agreement,   a   new
corporation  which is jointly owned by the  Partnership
and Yield Plus in proportion to their participations in
the  Loan, has become the sole general partner (with  a
19% ownership interest) (the "New General Partner")  of
the  owner/borrower.  The Partnership  and  Yield  Plus
have  agreed  to  make  all  decisions  concerning  the
property  jointly. The Lender has retained an affiliate
of  the  owner/borrower's original general  partner  as
property manager.

The Agreement also provides for the following:

(a)  as  a result of their interests in the New General
     Partner,  the  Partnership  and  Yield  Plus   are
     required  to make additional loans to fund  future
     tenant  improvements  at the  property  (the  "New
     Loans")  in proportion to their participations  in
     the  Loan.   Any New Loans will bear  interest  at
     12%,  payable  monthly from  available  cash  flow
     generated  by the property after payment  of  debt
     service  on  the first mortgage loan  and  certain
     operating escrows;

(b)  the  interest rate on the principal of  the  Loan,
     default  penalties and past due  interest  thereon
     aggregating approximately $12.3 million  has  been
     increased  to 10%, payable monthly from  available
     cash  flow generated by the property after payment
     of debt service on the New Loans;

(c)  any future unpaid debt service will accrue
     interest at 10%; and

        DEAN WITTER REALTY YIELD PLUS II, L.P.
                           
             Notes to Financial Statements

(d)  the  Partnership's  and Yield  Plus'  interest  in
     adjusted   net   revenue  and   capital   proceeds
     generated by the property was increased  from  58%
     to 80%.

The  Agreement has effectively changed the  Partnership
from  a  participating lender to an equity owner  in  a
joint  venture  which  owns  the  One  Congress  Street
property.   As  a result, the Partnership will  receive
its share of net cash flow from the property (as it did
prior  to  the bankruptcy) and it will be  required  to
expend  its  share of costs for building  improvements,
tenant   improvements   and  leasing   commissions   in
connection  with  the leasing of  vacant  space  as  is
customary in most real estate markets.

In   the  Partnership's  financial  statements,  as  of
October  27, 1997, the investment in the Loan  will  be
replaced by an investment in a joint venture; partners'
capital   will  not  be  affected  by  these   changes.
Thereafter, the Partnership will not recognize interest
income  on the Loan; instead it will record its  equity
in  earnings or loss of the joint venture.   The  joint
venture  will record rental income, property  operating
expenses, interest expense and depreciation.

3.                        Investment  in Unconsolidated
Partnership

Summarized financial information of DW Michelson is  as
follows:

               Three  months  ended                Nine
months ended
                September 30,        September 30,
             1997     1996        1997      1996

Revenues  $1,688,465           $1,852,876    $5,021,044
$5,150,739

Expenses   1,257,343            1,484,447     3,707,515
3,937,471

Net income          $  431,122 $  368,429    $1,313,529
$1,213,268
                           
                           
        DEAN WITTER REALTY YIELD PLUS II, L.P.
                           
             Notes to Financial Statements

4.                       Related Party Transactions

An  affiliate  of  Realty provided property  management
services for two of the Partnership's properties during
1997   and   1996.   The  affiliate  received  property
management  fees of $93,925 and $96,560  for  the  nine
months ended September 30, 1997 and 1996, respectively,
for  these  services.  These amounts  are  included  in
property operating expenses.

Realty  performs  administrative  functions,  processes
investor transactions and prepares tax information  for
the  Partnership. During each of the nine-month periods
ended  September  30,  1997 and 1996,  the  Partnership
incurred  approximately $159,000  for  these  services.
These    amounts   are   included   in   general    and
administrative expenses.

As of September 30, 1997, Realty and its affiliate were
owed   a  total  of  approximately  $28,000  for  these
services.

5.                       Litigation

Various   public  partnerships  sponsored   by   Realty
(including  the  Partnership and its  Managing  General
Partner)  are  defendants  in  purported  class  action
lawsuits  pending  in  state  and  federal  court.  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.

        DEAN WITTER REALTY YIELD PLUS II, L.P.
                           
             Notes to Financial Statements

6.                       Subsequent Event

On  October  29,  1997,  the Partnership  paid  a  cash
distribution  of  $3.125 per Unit to Limited  Partners.
The cash distribution aggregated $601,264 with $541,137
distributed   to  the  Limited  Partners  and   $60,127
distributed to the General Partners.

        DEAN WITTER REALTY YIELD PLUS II, L.P.

ITEM  2.                   MANAGEMENT'S DISCUSSION  AND
ANALYSIS   OF   FINANCIAL               CONDITION   AND
RESULTS OF OPERATIONS

Liquidity and Capital Resources

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

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

Employment growth, especially in business services  and
technology industries, has increased demand for  office
space.   Such increasing demand and the limited  amount
of  speculative  office construction  has  resulted  in
falling vacancies, rising rents and increasing property
values in many markets.  Some office markets are faring
better  than  others  and, in certain  areas,  improved
market   conditions   can  support  new   construction.
Recently,  the market vacancy in the downtown financial
markets  and government center of Boston (the  location
of  One  Congress  Street) has  decreased  to  5%.  The
relative  absence of office construction and growth  in
demand from professional service firms is resulting  in
an absorption of office space and an increase in rental
rates in the Class A office market in Orange County, CA
(the  location of 2600 Michelson Drive). The industrial
property  market in the South Bay area of  Los  Angeles
(the  location  of  the  Century  Alameda  Distribution
Center)  remains strong, and is experiencing increasing
rental  rates  and  a limited supply  of  large  vacant
blocks of Class A space.

The Managing General Partner has identified a potential
purchaser of the 2600 Michelson Drive property and  has
begun  to  negotiate  a sale agreement.   The  Managing
General   Partner  expects  to  market  for  sale   the
Partnership's remaining investments over the  next  two
years.   However,  there  is  no  assurance  that   the
Partnership  will  be  able to sell  the  Partnership's
properties in the near future.

                           
                           
        DEAN WITTER REALTY YIELD PLUS II, L.P.

The  Partnership's liquidity depends upon the cash flow
from   operations  of  its  real  estate   investments,
interest   on  the  participating  mortgage  loan   and
expenditures  for  tenant  improvements   and   leasing
commissions  in connection with the leasing  of  space.
During  the nine months ended September 30, 1997,  both
the  Century  Alameda property and the Michelson  joint
venture  generated positive cash flow from  operations,
and it is anticipated that they will continue to do  so
for the remainder of 1997 and in 1998.  As described in
Note  2 to the financial statements, the owner/borrower
of  the One Congress Street property was in Chapter  11
bankruptcy proceedings until October 27, 1997, and  did
not  pay approximately $375,000 and $1,235,000  of  its
minimum  debt service during the three- and  nine-month
periods ending September 30, 1997, respectively.

The  Partnership's liquidity will also be  affected  by
sales  of  the  Partnership's  property  interests;  as
interests  are  sold, Partnership cash from  operations
available  to fund investor distributions  and  capital
expenditures decreases.

During  the  nine  months  ended  September  30,  1997,
Partnership cash flows from operations, interest on the
participating mortgage loan and distributions  from  DW
Michelson  Associates  approximated  distributions   to
investors and contributions to DW Michelson Associates.

As   of   September  30,  1997,  the  Partnership   has
commitments  to  fund  approximately  $180,000  to   DW
Michelson   Associates   for   lease-related    capital
expenditures.

On  October  27,  1997,  the Partnership  negotiated  a
settlement with the owner/borrower of the participating
mortgage loan, who had filed a voluntary petition under
Chapter 11 of the U.S. bankruptcy code in October 1996.
See Note 2 to the financial statements.

The cash flow generated from the lease of the garage at
the  One  Congress Street property is projected  to  be
sufficient to pay the debt service due under the  first
mortgage loan on the property.

        DEAN WITTER REALTY YIELD PLUS II, L.P.

The  lease at the One Congress Street property with the
General  Services  Administration  ("GSA"),  the   sole
tenant  of  the  office space at the property,  expired
July  31,  1997.  GSA continues to occupy its remaining
office  space,  and  GSA  and  the  owner/borrower  are
negotiating a new lease.  If the negotiations with  the
GSA  are  not  successful, there may be  a  significant
amount  of time before a new tenant is found  for  this
space,  and  the rent to be received from a new  tenant
and, as a result, the Partnership's cash flow from  the
property may significantly decrease.

Also,  the  lease  of Tools Exchange,  a  tenant  which
occupies approximately 22% of the space at the  Century
Alameda  Distribution Center, expired in October  1997.
Tools Exchange continues to occupy its office space and
is  negotiating  a new lease with the Partnership.   If
these negotiations are not successful, there may  be  a
significant amount of time before a new tenant is found
for  this  space, and the Partnership's cash flow  from
the property may significantly decrease.

Until  new  leases are signed with GSA at One  Congress
Street  and/or  Tools Exchange at the  Century  Alameda
property, the Partnership can not determine the  amount
of  operating  cash  flow it will  receive  from  these
properties  during the remainder of 1997 and  in  1998,
and the amount of capital expenditures it will need  to
attract  and retain tenants at its properties.  If  the
Partnership  incurs cash shortfalls in the future,  the
Partnership  will  use  its cash  reserves  to  fund  a
portion of cash distributions to investors and it might
need to reduce cash distributions.

On  October  29,  1997,  the Partnership  paid  a  cash
distribution  of  $3.125  per  Unit  to   the   Limited
Partners.   The cash distribution aggregated  $601,264,
with  $541,137 distributed to the Limited Partners  and
$60,127 distributed to the General Partners.

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

        DEAN WITTER REALTY YIELD PLUS II, L.P.

Operations

Fluctuations in the Partnership's operating results for
the  three- and nine-month periods ended September  30,
1997 compared to 1996 are primarily attributable to the
following:

The  Partnership's interest income on its participating
mortgage  loan  secured  by  the  One  Congress  Street
property  decreased in 1997 compared  to  1996  due  to
reserves   of  accrued  but  uncollected  interest   as
described above in Note 2 to the financial statements.

During  the  third  quarter of  1996,  the  Partnership
recorded  a loss on the impairment of its participating
mortgage loan.

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

A  summary  of  the  markets  where  the  Partnership's
properties,    and   the   property   underlying    the
Partnership's investment in participating mortgage loan
are  located, and the performance of each property,  is
as follows:

There  has been no significant new construction in  the
industrial building market in Lynwood, California,  the
location  of  the Century Alameda Distribution  Center.
The  demand for space in industrial properties  remains
strong with a current vacancy rate of 7%.  Rental rates
continue  to increase in this market as a result  of  a
limited supply of large vacant blocks of class A space.
During the nine-month period ended September 30,  1997,
the  property  remained 100% leased to 3  tenants.   As
discussed  in "Liquidity and Capital Resources",  Tools
Exchange continues to occupy its space at the property,
and  is  negotiating a new lease with the  Partnership.
No other leases expire until 2005.

During  the  third quarter of 1997, the market  vacancy
rate  for  Class A office space in Irvine,  California,
the   location  of  2600  Michelson  Drive,   decreased
slightly to 14%.  Rental rates have increased  in  this
market  because  of  the continued  strong  demand  for
quality  Class A space and the lack of significant  new
construction.


        DEAN WITTER REALTY YIELD PLUS II, L.P.

During  the  third  quarter of 1997, occupancy  at  the
property increased to 95%.  Leases on approximately 26%
and 17% of the space at the property expire in 1998 and
1999, respectively.

During  the third quarter of 1997, the downtown  Boston
office  market,  the location of One  Congress  Street,
continued  to  strengthen  and  experienced  a   slight
increase in rental rates.  There is no significant  new
construction in this market.  As discussed  above,  GSA
is  the  sole tenant of the office space, which is  70%
occupied at September 30, 1997.  The owner/borrower  is
negotiating a new lease with GSA because GSA's existing
lease  expired  July 31, 1997. GSA still  occupies  its
space  while  it  negotiates a new  lease.   Also,  the
retail space, which is not a significant portion of the
overall   space,  remained  substantially   vacant   at
September 30, 1997.

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.

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.

       b)  Report on Form 8-K.
           None.

        DEAN WITTER REALTY YIELD PLUS II, L.P.
                           

                      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 YIELD
PLUS                               II, L.P.

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


Date:   November  14,  1997  By:        /s/E.  Davisson
Hardman, Jr.
                              E. Davisson Hardman, Jr.
                              President


Date:   November  14, 1997     By:          /s/Lawrence
Volpe
                              Lawrence Volpe
                              Controller
                               (Principal Financial and
Accounting Officer)

        DEAN WITTER REALTY YIELD PLUS II, L.P.
                           

           Quarter Ended September 30, 1997

                    Exhibit Index



Exhibit
  No.                       Description

 27                  Financial Data Schedule


























                           E1