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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)May 23,2000
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
(Exact name of registrant as specified in its charter)
Delaware 0-18150 13-
3244091
(State or other jurisdiction Commission (I.R.S. Employer
of incorporation) File Number) Identification
No.)
Two World Trade Center, New York, New York 10048
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code(212) 392-1054
(Former name or former address, if changed since
last report)
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Item 5. Other Events
Pursuant to a Purchase and Sale Agreement dated as of April
4, 2000, as amended (the "Agreement"), Taxter Park
Associates ("TPA") sold the land and buildings which
comprise Taxter Corporate Park (the "Property") on May 23,
2000 to a subsidiary of Mack-Cali Realty Corporation (the
"Purchaser"), an unaffiliated party, for a negotiated sale
price of $42.725 million. In connection with the sale, TPA
acquired from an affiliate and conveyed to the Purchaser
certain interests in the Property, including interests that
the affiliate had acquired from KLM Royal Dutch Airlines,
for $6.75 million, in February 1999. Of the $42.725 million,
TPA will remit $6.75 million of the sale proceeds to the
affiliate in connection with the transation.
TPA is owned 14.8% by Dean Witter Realty Income Partnership
II, L.P. (the "Partnership"), 40.6% by Dean Witter Realty
Income Partnership IV, L.P., an affiliated public
partnership, and 44.6% by Dean Witter Realty Income
Partnership III, L.P., an affiliated public partnership.
The purchase price was paid in cash at closing. At closing,
the Partnership received approximately $4.9 million
representing its 14.8% share of the cash received by TPA,
net of its share of TPA's closing costs, the amount of the
obligation owed to the affiliate and other deductions.
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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 hereunto duly
authorized.
By: Dean Witter Realty Income
Partnership II, L.P.
General Partner
By: Dean Witter Realty Income
Properties II, Inc.
Managing General Partner
Date: May 23, 2000 By: /c/
Charles M. Charrow
Charles M. Charrow
Controller
(Principal Financial and
Accounting Officer)
