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, 1998
                                
                               OR

    [   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934
      For the transition period from ________ to ________.
                                
                Commission File Number:  0-18149

                                
             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
                                
<TABLE>
                 PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

             DEAN WITTER REALTY YIELD PLUS II, L.P.
                                
                         BALANCE SHEETS
<CAPTION>
                                             September 30,
December 31,
                                                 1998      1997
<S>                                                         <C>
<C>
                             ASSETS

Investment in unconsolidated partnerships    $13,691,945
$32,650,908

Building and improvements, net of accumulated
 depreciation of $1,211,289 in 1997                -
6,093,337

Cash and cash equivalents                      2,209,203
2,680,667

Deferred expenses, net                             -
292,703

Other assets                                       7,657
610,473

                                             $15,908,805
$42,328,088


                LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and other liabilities       $   166,996    $
193,555

Security deposits                                   -
97,919

                                                 166,996
291,474

Partners' capital:
 General partners                              3,418,738
3,539,365
 Limited partners ($500 per Unit, 173,164 Units issued)
12,323,071                                    38,497,249

Total partners' capital                       15,741,809
42,036,614

                                             $15,908,805
$42,328,088

                                
                                
                                
                                
                                
                                
         See accompanying notes to financial statements.
</TABLE>
<TABLE>
             DEAN WITTER REALTY YIELD PLUS II, L.P.
                                
                        INCOME STATEMENTS
                                
     Three and nine months ended September 30, 1998 and 1997

<CAPTION>
                             Three months ended           Nine
months ended
                                 September 30,
September 30,
                              1998    1997       1998     1997
<S>                                           <C>      <C>  <C>
<C>
Revenues:
 Equity in earnings of unconsolidated
  partnerships             $  197,012         $212,069
$13,338,007                $  646,125
 Gain on sale of real estate         2,722,277            -
2,722,277                       -
 Rental                       203,940          394,127
1,118,383                   1,156,478
 Interest on participating mortgage
  loan                           -   125,929        -     251,849
 Interest on cash equivalents and
  other revenues               54,133           39,098
268,143                       122,833

                            3,177,362          771,223
17,446,810                  2,177,285

Expenses:
 Property operating            77,058          212,476
503,672                       664,880
 Depreciation and amortization           3,767          103,507
126,208                       310,520
 General and administrative             61,033          116,955
177,454                       290,551

                              141,858          432,938
807,334                     1,265,951

Net income                 $3,035,504         $338,285
$16,639,476                $  911,334

Net income allocated to:
 Limited partners          $3,004,181         $304,457
$16,515,941                $  820,201
 General partners              31,323           33,828
123,535                        91,133

                           $3,035,504         $338,285
$16,639,476                $  911,334

Net income per Unit of limited
 partnership interest      $    17.35         $   1.76 $
95.38                      $     4.74









         See accompanying notes to financial statements.
</TABLE>
<TABLE>
             DEAN WITTER REALTY YIELD PLUS II, L.P.
                                
                 STATEMENT OF PARTNERS' CAPITAL
                                
              Nine months ended September 30, 1998


<CAPTION>
                                   Limited   General
                                   Partners  Partners     Total
<S>                                                    <C>  <C>
<C>
Partners' capital at January 1, 1998         $ 38,497,249
$3,539,365                         $ 42,036,614

Net income                           16,515,941           123,535
16,639,476

Cash distributions                  (42,690,119)
(244,162)                           (42,934,281)

Partners' capital at September 30, 1998      $ 12,323,071
$3,418,738                         $ 15,741,809

























                                
                                
                                
                                
                                
                                
                                
         See accompanying notes to financial statements.
</TABLE>
<TABLE>
             DEAN WITTER REALTY YIELD PLUS II, L.P.
                                
                    STATEMENTS OF CASH FLOWS
                                
          Nine months ended September 30, 1998 and 1997

<CAPTION>
                                                1998       1997
<S>                                                         <C>
<C>
Cash flows from operating activities:
 Net income                                  $ 16,639,476   $
911,334
 Adjustments to reconcile net income to net cash provided
  by operating activities:
   Equity in earnings of unconsolidated partnerships
(13,338,007)                                    (646,125)
   Gain on sale of real estate                 (2,722,277)
   Depreciation and amortization                  126,208
310,520
Decrease in deferred expenses                      18,624
-
   Decrease (increase) in other assets            404,543
(12,890)
   (Decrease) increase in accounts payable and other
     liabilities                                  (28,709)
62,170
   Decrease in security deposits payable          (97,919)
-

      Net cash provided by operating activities
1,001,939                                        625,009

Cash flows from investing activities:
 Proceeds from sale of real estate              9,163,908
-
 Distributions from unconsolidated partnerships
32,897,180                                     1,490,772
 Contributions to unconsolidated partnerships
(600,210)                                       (311,484)

      Net cash provided by investing activities
41,460,878                                     1,179,288

Net cash flows used in financing activities:
 Cash distributions                           (42,934,281)
(1,803,792)

(Decrease) increase in cash and cash equivalents
(471,464)                                            505

Cash and cash equivalents at beginning of period
2,680,667                                      2,963,298

Cash and cash equivalents at end of period   $  2,209,203   $
2,963,803










         See accompanying notes to 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  ("DMA") and, effective October  27,  1997,  GCGA
Limited Partnership ("GCGA") 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 the gain on the  sale  of  the
Century Alameda Distribution Center in the third quarter  of
1998, the gain on sale of the Michelson property included in
equity  in  earnings of unconsolidated partnerships  in  the
second  quarter of 1998 and reserves of uncollected interest
relating to the participating mortgage loan in each  quarter
of  1997,  such adjustments consist only of normal recurring
accruals.

The Partnership adopted Financial Accounting Standards Board
Statement  No.  130,  "Reporting Comprehensive  Income"  and
Statement  No.  131,  "Disclosures  about  Segments  of   an
Enterprise and Related Information" during the first quarter
of  1998.  Adoption of these standards had no impact on  the
Partnership's computation or presentation of net income  per
Unit of Limited Partnership interest or other disclosures.

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,  1997.  Operating  results   of

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

interim  periods  may  not be indicative  of  the  operating
results for the entire year.

2.   Sale of Real Estate

On August 11, 1998, the Partnership sold the Century Alameda
Distribution  Center  to  an unaffiliated  party  for  $9.35
million.  The Partnership recognized a gain on this sale  of
approximately $2.7 million, which was allocated 100% to  the
Limited   Partners  in  accordance  with   the   Partnership
Agreement.   On August 26, 1998, the Partnership distributed
approximately  $9.1  million  ($52.75  per  Unit),  the  net
proceeds from the sale of the property, 100% to the  Limited
Partners.

3. Investments in Unconsolidated Partnerships

Pursuant  to  a  Purchase and Sale  Agreement  dated  as  of
December  26,  1997, DMA agreed to sell  to  SC  Enterprises
("SCE")  DMA's 90% general partnership interest in Michelson
Company  Limited Partnership (the "Company"), owner  of  the
Michelson  property,  and  two  promissory  notes  (totaling
approximately  $1.2 million) due from SCE for  a  negotiated
aggregate  sale price of $64 million.  SCE, an affiliate  of
the  developer  of  the property, owned  the  remaining  10%
limited  partnership interest in the Company.  SCE  assigned
its right to purchase the interest in the Company to Spieker
Properties,   L.P.,  which  is  not  affiliated   with   the
Partnership, its affiliated partnerships or SCE.

The  sale price was received in cash at closing on April  3,
1998.   On  April  28,  1998,  the  Partnership  distributed
approximately $31.4 million ($181.09 per Unit), its share of
the  net  proceeds  from  the  sale,  100%  to  the  Limited
Partners.   The Partnership's share of gain on sale  of  the
property  was  approximately $12.7 million;  such  gain  was
allocated  100%  to the Limited Partners in accordance  with
the Partnership Agreement.

           DEAN WITTER REALTY YIELD PLUS II, L.P.
                              
                Notes to Financial Statements
<TABLE>
Summarized financial information of DMA is as follows:
<CAPTION>
                       Three  months  ended             Nine
months ended
                                    September            30,
September 30,
                    1998      1997       1998    1997
<S>               <C>      <C>       <C>      <C>
Operating   revenues          $    -        $1,688,465     $
1,910,365         $5,021,044

Gain  on  sale of property      -           -     25,251,899
-

Expenses                             -             1,257,343
778,649            3,707,515

Net  income         $  -     $  431,122          $26,383,615
$1,313,529
</TABLE>
<TABLE>
Summarized financial information of GCGA is as follows:
<CAPTION>
                        Three  months  ended            Nine
months ended
                                    September            30,
September 30,
                      1998     1997      1998     1997
<S>               <C>      <C>       <C>      <C>
Revenues                    $  3,141,144        $  2,995,764
$ 8,294,913       $ 8,732,021

Expenses:
 Interest on second
     mortgage    loan        1,946,877             2,073,987
5,522,127           6,154,330
    Other    interest          948,068               886,182
2,845,186           2,658,544
  Property  operating          1,521,155           1,148,417
4,468,924           3,408,139
 Depreciation and
      amortization            459,082                485,036
1,377,246           1,455,108

                          4,875,182                4,593,622
14,213,483         13,676,121

Net     loss              $(1,734,038)          $(1,597,858)
$(5,918,570)      $(4,944,100)
</TABLE>
GCGA's  second  mortgage loan is the participating  mortgage
loan from the Partnership (42%) and Dean Witter Realty Yield
Plus L.P., an affiliated public partnership (58%).  Prior to
October 27, 1997, the Partnership recognized interest income
on  this  loan  and reserved any interest not paid  by  GCGA
(during  the  first nine months of 1997, GCGA  paid  to  the
Partnership  $251,849  of $1,486,915  total  interest  due).
Effective   October   27,   1997,  the   Partnership   began
recognizing its share of GCGA's earnings exclusive of GCGA's
interest expense on the second mortgage loan.
           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 the Michelson and Century Alameda properties during 1998
and 1997. The affiliate received property management fees of
$40,115 and $93,925 for the nine months ended September  30,
1998  and  1997,  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 the nine-month periods ended  September
30,  1998  and  1997, the Partnership incurred approximately
$117,000  and  $159,000, respectively, for  these  services.
These  amounts  are  included in general and  administrative
expenses.   As  of  September  30,  198,  Realty  was   owed
approximately $10,000 for these services.

5. Litigation

Various  public partnerships sponsored by Realty  (including
the  Partnership  and  its Managing  General  Partner)  were
defendants in a class action lawsuit. On July 17, 1998,  the
Delaware  Chancery Court granted the defendants'  motion  to
dismiss the complaint in the lawsuit.  The Plaintiffs  filed
a notice of appeal from the Court's order.

           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 completed a $86,582,000 public offering  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.

The partnership which owned the Michelson property (in which
the  Partnership  is  a  49.19% general  partner)  sold  the
property  on  April  3, 1998 (see Note 3  to  the  financial
statements). On April 28, 1998, the Partnership  distributed
approximately $31.4 million ($181.09 per Unit), its share of
the  net  proceeds from the sale, 100% to Limited  Partners.
The Partnership's share of the 1998 operating cash flow from
the Michelson property was approximately $562,000.

On August 11, 1998, the Partnership sold the Century Alameda
property  (see  Note  2  to the financial  statements).   On
August  26,  the Partnership distributed approximately  $9.1
million  ($52.75 per Unit), the net proceeds from the  sale,
100%   to   Limited  Partners.   The  Partnership   received
approximately  $640,000  of operating  cash  flow  from  the
Century Alameda property in 1998.

As  a  result  of the 1998 property sales, Partnership  cash
flow  from operations decreased during the nine-months ended
September 30, 1998 compared to 1997.

Effective August 11, 1998, the Partnership's interest in the
partnership  which  owns  the One Congress  Street  property
("GCGA") is the Partnership's sole property interest.   GCGA
has  begun to market its property for sale during the fourth
quarter of 1998; however, there can be no assurance that the
One Congress Street property will be sold.

During the nine months ended September 30, 1998, all of  the
Partnership's  property  interests generated  positive  cash
flow  from  property operations, and it is anticipated  that
the  investment in GCGA will continue to do  so  during  the
period the Partnership continues to own it.

           DEAN WITTER REALTY YIELD PLUS II, L.P.

During the nine months ended September 30, 1998, Partnership
distributions  to investors (excluding the  distribution  of
sale  proceeds) and contributions to the Michelson and  GCGA
partnerships   exceeded  cash  flows  from  operations   and
distributions from the Michelson (excluding the distribution
of  sale  proceeds) and GCGA partnerships.  This  deficiency
was funded with Partnership cash reserves.

On  May 8, 1998, the Partnership distributed $5.19 per  Unit
from  cash  reserves  to the Limited  Partners.   This  cash
distribution aggregated $998,579, with $898,721  distributed
to  the  Limited  Partners and $99,858  distributed  to  the
General Partners.

GCGA and the Government Services Administration ("GSA"), the
sole  tenant of the office space at the One Congress  Street
property,  amended their lease to expand GSA's occupancy  by
approximately 20,000 square feet and postpone GSA's right to
exercise its one-time option to terminate its lease  of  all
or  a portion of its space to the year ending July 31, 2004.
In  return,  GCGA  will fund tenant improvements  of  up  to
$2,580,000; $1,250,000 of this amount (plus interest at  8%)
will  be  repaid  by GSA in monthly installments  over  five
years.  In  addition,  GCGA  is  required  to  fund  leasing
commissions of up to $1,560,000.  The maximum amount of  the
Partnership's  share  of the above-mentioned  tenant-related
expenditures  (42%)  is approximately $1,739,000  (of  which
$525,000  would be repaid by GSA, as described above).   The
Partnership   has   paid  approximately  $429,000   of   the
expenditures through September 30, 1998.

GCGA  is currently negotiating to lease the remaining vacant
office   space   at   the  One  Congress   Street   property
(approximately  23%  of the space) to a  new  tenant;  as  a
result, GCGA may incur significant capital expenditures  and
leasing   commissions  to  fill  the  vacant   space.    The
Partnership will be required to fund its 42% share of GCGA's
capital expenditures.

The  Managing General Partner believed that the  Partnership
would  not have sufficient cash reserves to fully  fund  its
potential  liability  for its share of capital  expenditures
and  leasing commissions at the One Congress Street property
and  other  Partnership  cash requirements.   Therefore,  in
order  to  increase cash reserves, the Partnership decreased
its  second  quarter cash distribution (paid in  July  1998)
from  $3.125 per Unit to $1.25 per Unit and did not pay  its
third  quarter  cash  distribution. Generally,  future  cash
distributions will be paid from proceeds received  from  the
sale of the One Congress Street property and cash reserves.


           DEAN WITTER REALTY YIELD PLUS II, L.P.
                              
Deferred   expenses,  other  assets  and  security  deposits
payable decreased in 1998 primarily as a result of the  sale
of the Century Alameda property.
                              
Except  as  discussed above and in the 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
three-  and  nine-month  periods ended  September  30,  1998
compared  to  1997  were  primarily  attributable   to   the
following:

Equity  in earnings of unconsolidated partnerships increased
during  the nine-month period primarily as a result  of  the
Partnership's  share  of  the gain  from  the  sale  of  the
Michelson  property  in  April 1998.   See  Note  3  to  the
financial statements.  Equity in earnings also increased  by
approximately  $197,000 and $104,000 during the  three-  and
nine-month periods because, effective October 27, 1997,  the
Partnership began recognizing its share of earnings from the
property using the equity method of accounting.

The  gain  on sale of real estate in 1998 resulted from  the
sale of the Century Alameda property.

During  the  three- and nine-month periods,  rental  income,
property    operating   expenses   and   depreciation    and
amortization expenses decreased as a result of the  sale  of
the Century Alameda property.

In  1998,  there  was  no interest income  recorded  on  the
Partnership's  participating mortgage loan to  GCGA  because
the   loan  is  now  accounted  for  as  an  investment   in
unconsolidated partnership.

During  the  nine-month period, interest on cash equivalents
increased  primarily due to interest earned on the  proceeds
from  the  Michelson and Century Alameda  sale  before  such
proceeds were distributed to Limited Partners.

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


           DEAN WITTER REALTY YIELD PLUS II, L.P.
                              
Currently,  the vacancy rate in the downtown  Boston  office
market,   the   location   of  One   Congress   Street,   is
approximately 7% and rental rates in this market are stable.
There is no significant new construction in this market. The
lease  with GSA has been amended to include additional space
that  was occupied starting October 1998.  The current lease
with  GSA  is scheduled to expire no earlier than August  1,
2003.  The  remaining 23% of the office space  is  currently
vacant.  The lease for 100% of the parking lot space at  the
property with Kinney Systems, Inc. expires in 2003.  As part
of  the  amended  lease with GSA, GSA also  leased  a  small
portion of retail space; however, 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.
           DEAN WITTER REALTY YIELD PLUS II, L.P.

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

       On   August   14,   1998,  the   plaintiff   in   the
       Consolidated  Action filed a notice  of  appeal  from
       the  order  of  the  Delaware  Chancery  Court  which
       granted   the  defendants'  motion  to  dismiss   the
       complaint.

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 August 11, 1998 regarding the  sale
           of the Century Alameda property.


           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 16, 1998 By:       /s/E. Davisson  Hardman,
Jr.
                              E. Davisson Hardman, Jr.
                              President


Date:   November  16,  1998     By:          /s/Charles   M.
Charrow
                              Charles M. Charrow
                              Controller
                                (Principal   Financial   and
Accounting Officer)

           DEAN WITTER REALTY YIELD PLUS II, L.P.
                              

           Quarter Ended September 30, 1998

                    Exhibit Index



Exhibit No.                      Description

    27                      Financial Data Schedule































                              E1