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, 1996

                                      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 13<PAGE>
<TABLE>
                        PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                    DEAN WITTER REALTY YIELD PLUS II, L.P.

                                BALANCE SHEETS

<CAPTION>
                                                             
                                               September 30,     December 31,
                                                   1996              1995    

                                    ASSETS
<S>                                             <C>              <C>         
Investment in participating mortgage loan,
  net of allowance of $11,264,750 and
  $9,787,750                                     $13,755,767      $15,232,767
  
Investment in unconsolidated partnership          19,587,670       19,566,955

Building and improvements, at cost, net of 
  accumulated depreciation of $960,195 and 
  $824,572                                         6,344,431        6,268,052

Cash and cash equivalents                          2,523,994        2,233,451

Deferred expenses, net                               615,165          775,682

Other assets                                         447,352          410,597

                                                 $43,274,379      $44,487,504


                       LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and other liabilities           $   233,614      $   297,227  

Security deposits                                     97,919           97,919

                                                     331,533          395,146
Partners' capital:
  General partners                                 3,629,991        3,744,941
  Limited partners ($500 per Unit,
    173,164 Units issued)                         39,312,855       40,347,417

         Total partners' capital                  42,942,846       44,092,358

                                                 $43,274,379      $44,487,504



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

                                     STATEMENTS OF INCOME


                    Three and nine months ended September 30, 1996 and 1995

<CAPTION>
                                         Three months ended      Nine months ended
                                           September 30             September 30    
                                        1996        1995          1996        1995  

<S>                                   <C>         <C>          <C>         <C>       
Revenues:
  Interest on participating
    mortgage loan                    $  501,085  $  501,085   $1,497,808  $1,492,362
  Rental                                393,212     431,941    1,090,414   1,031,088
  Equity in earnings of
    unconsolidated partnership          181,231      87,579      596,807     350,454
  Interest and other                     36,255      28,581       96,899      64,654
                                      1,111,783   1,049,186    3,281,928   2,938,558

Expenses:
  Property operating                    196,760     220,680      607,804     605,530
  Depreciation and amortization          98,713      88,084      296,140     282,990
  General and administrative             92,619      77,855      246,704     239,143
  Loss on impairment of
    participating mortgage loan       1,477,000       -       $1,477,000       -      
                                      1,865,092     386,619    2,627,648   1,127,663

Net income (loss)                    $ (753,309) $  662,567   $  654,280  $1,810,895

Net income (loss) allocated to:
  Limited Partners                   $ (677,978) $  596,310   $  588,852  $1,629,805
  General Partners                      (75,331)     66,257       65,428     181,090

                                     $ (753,309) $  662,567   $  654,280  $1,810,895

Net income (loss) per Unit of 
  limited partnership interest           $(3.92)      $3.44        $3.40       $9.41












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

                        STATEMENT OF PARTNERS' CAPITAL

                     Nine months ended September 30, 1996

<CAPTION>

                             Limited          General                        
                             Partners         Partners             Total    
<S>                      <C>                <C>                 <C>         
Partners' capital at
  January 1, 1996         $40,347,417        $3,744,941         $44,092,358 

Net income                    588,852            65,428             654,280 

Cash distributions         (1,623,414)         (180,378)         (1,803,792)

Partners' capital at
  September 30, 1996      $39,312,855        $3,629,991         $42,942,846 































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

                                 STATEMENTS OF CASH FLOWS

                       Nine months ended September 30, 1996 and 1995
<CAPTION>                                    

                                                          1996                 1995    
 <S>                                                 <C>                   <C>         
Cash flows from operating activities:
 Net income                                           $   654,280           $1,810,895 
 Adjustments to reconcile net income to net
 cash provided by operating activities:
   Depreciation and amortization                          296,140               282,990
   Equity in earnings of unconsolidated partnership      (596,807)            (350,454)
   Loss on impairment of participating mortgage loan    1,477,000                 -    
   (Increase) decrease in operating assets:
     Deferred expenses                                          -             (210,272)
     Other assets                                         (36,755)              39,236 
   Decrease in operating liabilities:
     Accounts payable and other liabilities               (63,613)             (72,513)

       Net cash provided by operating activities        1,730,245            1,499,882 

Cash flows from investing activities:
 Additions to building and improvements                  (212,002)                -    
  Contributions to unconsolidated partnership            (914,514)            (482,543)
 Distributions from unconsolidated partnership          1,490,606            1,403,743 

       Net cash provided by investing activities          364,090              921,200 

Cash flows used in financing activities:
 Cash distributions                                    (1,803,792)          (2,525,280)
   
Increase (decrease) in cash and cash equivalents          290,543             (104,198)

Cash and cash equivalents at beginning of period        2,233,451            2,057,891 

Cash and cash equivalents at end of period            $ 2,523,994          $ 1,953,693 




                      See accompanying notes to financial statements.
/TABLE
<PAGE>
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 (loss) per Unit amounts were 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 periods.  Except for the loss on impairment of the 
participating mortgage loan, 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, 1995.  Operating results of interim periods may not be
indicative of the operating results for the entire year.

2.   Investment in Participating Mortgage Loan

In 1991, one of the general partners of the general partner of the owner/
borrower of the One Congress Street property filed a voluntary petition 
under Chapter 11 of the Bankruptcy Code.  In 1996, as part of the 
reorganization, control over this general partner's interest in the 
property was transferred to a trustee in bankruptcy.

In August 1996, the General Services Administration ("GSA"), which leased all of
the office space at the property, vacated approximately 70,000 square feet
(approximately 30% of the office space) pursuant to its one-time cancellation
option on a portion of its space.  The GSA's annual rent for this space
approximated $2.5 million.

Subsequent to September 30, 1996, the owner/borrower defaulted on the
participating mortgage loan by failing to timely pay its debt service. 
Thereafter, the Partnership and Dean Witter Realty Yield Plus, L.P., accelerated
the loan and attempted to take possession of the One Congress Street property. 
On October 15, 1996, the owner/borrower filed a voluntary petition under Chapter
11 of the U.S. Bankruptcy Code.  The Partnership is currently considering what
actions to take in response to the bankruptcy filing.  
The Partnership believes that during the period of the bankruptcy it will be
unable to collect its interest on the loan in full and that the bankruptcy may
adversely impact future leasing at the property.  Accordingly, the Partnership
has determined that its loan is impaired and has recorded an additional 
valuation allowance of $1,477,000 to reduce the carrying value of the loan to 
its estimated fair value.

3.   Related Party Transactions

An affiliate of Realty provided property management services for two of the
Partnership's properties during 1996 and 1995.  The affiliate received property
management fees of $96,560 and $78,658 for the nine months ended September 30,
1996 and 1995, 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, 1996 and 1995, the Partnership incurred 
approximately $159,000 for these services.  These amounts are included in 
general and administrative expenses.

As of September 30, 1996 Realty and its affiliate were owed a total of
approximately $29,000 for these services.

4.   Litigation 

Various public partnerships sponsored by Realty (including the Partnership and
its Managing General Partner) are defendants in a consolidated class action
lawsuit pending in state court.  The complaint alleges breach of fiduciary duty,
and seeks compensatory damages and equitable relief.  The defendants intend to
vigorously defend the action.  It is impossible to predict the effect, if any,
the outcome of this action might have on the Partnership's financial statements.

5.   Subsequent Event

On October 29, 1996, the Partnership paid a cash distribution of $3.125 per Unit
to Limited Partners.  The cash distribution aggregated $601,264 with $541,138
distributed to the Limited Partners and $60,126 distributed to the General
Partners.  
<PAGE>
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.

Many real estate markets are stabilizing or improving, primarily due to the
continued absence of significant construction activity; for example, office
vacancy levels in Boston (the location of One Congress Street) have decreased by
2%.  The relative absence of office construction as well as growth in demand 
from high technology and professional service firms has recently resulted in
absorption of office space in Orange County, CA (the location of 2600 Michelson
Drive).  In most markets, office construction is limited to build-to-suit
projects.  The overall economic recovery and a lack of warehouse construction
over the past several years is benefiting industrial properties such as the
Century Alameda Distribution Center.  The demand has grown for modern high-
quality space and well-located industrial properties.

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 building improvements and tenant improvements and leasing
commissions in connection with the leasing of space. During the nine months 
ended September 30, 1996, 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.  

During the nine months ended September 30, 1996, Partnership cash flow from
operations and distributions from DW Michelson Associates exceeded distributions
to investors, capital expenditures and contributions to DW Michelson 
Associates. 

As of September 30, 1996, the Partnership has commitments to fund approximately
$45,000 to DW Michelson Associates, for capital expenditures.

During the first quarter of 1996, the lease at the Century Alameda property of
California Feather & Down (for approximately 13% of the property's space) was
extended through 2007.  Because market rates have declined since the tenant
signed its original lease, rental revenue and cash flow will decrease under the
new lease, which was effective January 1, 1996, by approximately $85,000 in 1996
compared to 1995.

As described in Note 2 to the financial statements, the General Services
Administration ("GSA"), the sole tenant of the office space at the One Congress
Street property, vacated approximately 30% of the space at the property in 
August 1996, and the lease on its remaining space expires in August 1997.  As
also described in Note 2, on October 15, 1996, the owner/borrower filed a 
voluntary petition under Chapter 11 of the U.S. bankruptcy code.  The owner/
borrower ceased paying interest on the Partnership's portion of the loan of 
approximately $165,000 per month.  The Partnership is currently considering 
what actions to take in response to the bankruptcy filing.

The cash flow generated from the garage lease is projected to be sufficient to
pay the debt service due under the first mortgage loan on the property.  
However, current market rental rates in Boston are significantly less than in
the early 1990's when the GSA lease was entered into.  Therefore, the rent to
be received after re-leasing the office space at the property, as well as the
Partnership's cash flow from the property, will significantly decrease.  In 
addition, there may be a significant amount of time before a new tenant is 
found for this space, and substantial funds may be required to re-lease the 
space.  

The Partnership believes that during the period of the bankruptcy it will be
unable to collect its interest on the loan in full and that the bankruptcy may
adversely impact future leasing at the property.  Accordingly, the Partnership
has determined that its loan is impaired and has recorded an additional 
valuation allowance of $1,477,000 to reduce the carrying value of the loan to
its estimated fair value.

Since the Partnership does not expect to receive interest on its participating
mortgage loan in the near future, it expects that for the remainder of 1996 and
in 1997, it will need to fund distributions to investors, capital expenditures
and contributions to its joint ventures from cash flow from operations,
distributions from DW Michelson Associates and existing cash reserves.

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

On October 29, 1996, the Partnership paid a cash distribution of $3.125 per Unit
to the Limited Partners.  The cash distribution aggregated $601,264 with 
$541,138 distributed to the Limited Partners and $60,126 distributed to the 
General Partners.

Operations

Fluctuations in the Partnership's operating results for the nine- and three-
month periods ended September 30, 1996 compared to 1995 are primarily 
attributable to the following:

Rental income increased during the nine-month period due to higher occupancy at
the Century Alameda property resulting from the leasing of approximately 28% of
the property's space at the beginning of the third quarter of 1995, partially
offset by decreased rent from the California Feather & Down lease described
above, which also resulted in decreased rent during the three-month period.

The Partnership's equity in earnings of the unconsolidated partnership which 
owns the Michelson property increased.  Rental income increased due to the 
leasing of 22% of the property's space in the second quarter of 1995.  Real 
estate tax costs decreased due to reduced current assessments and refunds of 
prior years taxes.  These increases in earnings were partially offset by 
higher depreciation and amortization due to increased capital expenditures 
relating to the above-mentioned leasing activity.

During the third quarter of 1996, the Partnership recorded a loss on the
impairment of its participating mortgage loan.  See Note 2 to the financial
statements.

A summary of the office, retail and industrial building markets where the
Partnership's properties, and the property underlying the Partnership's
investment in a 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.
Space is being absorbed at a slow and steady pace and there is a shortage of
space for larger tenants in this market.  During the three months ended 
September 30, 1996, the vacancy rate in this market decreased slightly.  
During the third quarter of 1996, the property remained 100% leased to 3 
tenants.  The Partnership is negotiating the renewal of the lease of Tools 
Exchange (for approximately 22% of the property's space) which expires in 
1997. 

During the third quarter of 1996, the market vacancy rate in Irvine, California,
the location of 2600 Michelson Drive, increased slightly.  However, the
Partnership considers Irvine to be an improving market because the steady
absorption of space and the lack of new construction are leading to a decrease
in the amount of available quality office space.  Rental rates have also 
recently begun to increase in this market.  During the third quarter of 1996,
occupancy at the property remained at 92%.  No significant leases expire 
before 1998.

The office vacancy level in the Boston office market, the location of One
Congress Street, has recently improved to 9%.  As discussed above, GSA vacated
approximately 70,000 square feet of the property's office space in August 1996
and its lease on the remaining space terminates in August 1997.  Also, the 
retail space (which has been substantially vacant for some time) has been 
difficult to lease.  During the third quarter of 1996, occupancy at the 
office space decreased to 70% and the retail space, which is not a 
significant portion of the overall space, remained substantially vacant.

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 1. Legal Proceedings [WILL CHANGE]
           
The following developments have occurred since the filing of the Partnership's
most recent quarterly report on Form 10-Q with respect to the purported class
actions filed against the Partnership.

The Schechtman Action, the Dosky Action and the Segal Action have been
consolidated in a single action (the "Consolidated Action") in the Delaware 
Court of Chancery for New Castle County.  The plaintiffs in the Young Action 
and the Grigbsy Action have 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 Dean Witter Realty Inc. ("Realty") 
(including the Partnership and its Managing General Partner), Realty, Dean 
Witter, Discover & Co., Dean Witter Reynolds Inc. 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 have not yet responded to this complaint and intend to 
vigorously defend the action.

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)   Reports on Form 8-K.
                 Report dated October 15, 1996 relating to the voluntary
                 bankruptcy filing of the owner of the property subject to 
                 and collateralizing the Partnership's investment in the
                 participating mortgage loan.

<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 YIELD PLUS II, L.P.



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



Date:  November 14, 1996               By: /s/ E. Davisson Hardman, Jr.   
                                           E. Davisson Hardman, Jr.
                                           President                         



Date:  November 14, 1996               By: /s/ Lawrence Volpe             
                                           Lawrence Volpe    
                                           Controller                  
                                           (Principal Financial and Accounting
                                            Officer)
<PAGE>
                          Dean Witter Realty Yield Plus II, L.P.
                                             
                             Quarter Ended September 30, 1996


                                       Exhibit Index



                      Exhibit                                   
                        No.                              Description

                         27                         Financial Data Schedule
































                                            E1