DEAN WITTER REALTY YIELD PLUS L P, 10-K, 1995-03-31

DEAN WITTER REALTY YIELD PLUS L P
10-K, 1995-03-31
REAL ESTATE

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

FORM 10-K

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994

[ ] 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 0-18148

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

Delaware 13-3426531
(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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
None None

Securities registered pursuant to Section 12(g) of the Act:

Units of Limited Partnership Interest
(Title of Class)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ X ]

State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. Not Applicable

DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
PART I.

ITEM 1. BUSINESS.

The Registrant, Dean Witter Realty Yield Plus, L.P. (the
"Partnership"), is a limited partnership organized in January, 1987 under
the Uniform Limited Partnership Act of the State of Delaware for the
purpose of investing in income producing commercial, residential and
industrial properties.

The Managing General Partner of the Partnership is Dean Witter
Realty Yield Plus Inc. (the "Managing General Partner"), a Delaware
corporation which is wholly-owned by Dean Witter Realty Inc. ("Realty").
The Associate General Partner is Dean Witter Realty Yield Plus
Associates, L.P. (the "Associate General Partner"), a Delaware limited
partnership, the general partner of which is Dean Witter Realty Yield
Plus Inc. The Managing General Partner manages and controls all aspects
of the business of the Partnership. The terms of transactions between
the Partnership and its affiliates are set forth in Item 13 below.

The Partnership issued 8,909,969 units of limited partnership
interests (the "Units") for $178,199,380. The offering has been
terminated and no additional Units will be sold.

The proceeds from the offering were used to make investments in six
participating mortgage loans and land leases secured by interests in two
retail properties, two office buildings, one residential property, and
an office and parking garage complex. Additionally, proceeds were used
to make an investment in a short-term loan secured by eleven partnership
interests. The Partnership has since acquired the real estate securing
all but one of the foregoing loans through foreclosure or through
transfers of ownership in lieu of foreclosure. The Partnership's
properties and investment in participating mortgage loan are described
in Item 2 below.

The Partnership considers its business to include one industry
segment, investment in real property and secured loans. Financial
information regarding the Partnership is in the Partnership's financial
statements in Item 8. below.

The Partnership's real property investments are subject to
competition from similar types of properties located in the same
geographic areas. In recent years, an oversupply condition has persisted
nationally and many markets have experienced high vacancy rates.
Currently, many real estate markets are beginning to stabilize primarily
due to the continued absence of significant construction activity;
however, the recovery has been and is expected to be slow. Further
information regarding competition in the markets where the Partnership's
properties and the property underlying the Partnership's mortgage loan
investment are located is set forth in Item 7, "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

The Partnership has no employees.

All of the Partnership's business is conducted in the United States.

ITEM 2. PROPERTIES.

The Partnership's principal offices are located at Two World Trade
Center, New York, New York, 10048. The Partnership has no other offices.

The Partnership has acquired the following investments in real
estate through foreclosure or transfer of ownership interests in lieu of
foreclosure on its participating mortgage and other secured loans.
Generally, the leases pertaining to the properties provide for pass-
throughs to the tenants of their pro-rata share of certain operating
expenses. Further information relating to the Partnership's properties
is included in Item 7 and footnotes 4, 5 and 6 to the consolidated
financial statements in Item 8 below.
<TABLE>
<CAPTION>

Date of Acquisition Net Rentable
Completion/ Cost2 Area Ownership of
Property, location and type Acquisition1 ($000) (000 sq. ft.) Land & Improvements
<S> <C> <C> <C> <S>
Greenway Pointe 1988/1990 $8,3153 120 99.99% general part-
Columbia, MD nership interest.4
3 office/R&D
buildings

401 East Ontario Street 1990/1992 $37,000 395 apts 100% through interests
Chicago, IL in general partner-
luxury residential ships and corpora-
building tions.

2600 Michelson Drive 1986-89/1990 $34,332 390 50.81% general part-
Irvine, Ca nership interest.5
3 office buildings

Deptford Crossing 1991/1992 $18,2913 200 100% through interests
Deptford, NJ in general partner-
shopping center ships and corporations.

Hampton Village Centre 1988-1993/1993 $42,7983 450 100% through interests
Rochester Hills, MI in general partner-
shopping center ships and corporations.

Midway Crossing 1987/1994 $8,9193 134 50.5% through interests
Elyria, OH in general partnerships
shopping center and corporations.6

Genesee Crossing 1988/1994 $8,6403 309 50.5% through interests
Flint, MI in general partnerships
shopping center and corporations.6

Farmington Crossroads 1985/1994 $4,0223 84 50% through interests
Farmington Hills, MI in general partnerships
shopping center and corporations.7

Pine Ridge N/A/1994 $138 2.8 acres 100% through a limited
Flint, MI partnership and corp-
unimproved land orations.

Military Crossing N/A/1994 $300 .6 acres 100% through interests
Norfolk, VA in general partnerships
land and corporations.
<FN>

1. Date of foreclosure or in-substance foreclosure.

2. Estimated fair value on foreclosure or in-substance foreclosure date.

3. Subject to a mortgage loan. See notes 6 and 7 to the consolidated
financial statements in Item 8.

4. The Managing General Partner owns the remaining .01% general partnership
interest in the partnership.

5. Dean Witter Realty Yield Plus II, L.P., an affiliate of the Partnership
owns the remaining 49.19% general partnership interest. The total cost
of the property was approximately $68 million.

6. The remaining 49.5% interests are owned by principals of the developer of
the property. The Partnership receives a preferred return of all cash
flow, profits and losses.

7. The remaining 50% interests are owned by principals of the developer of
the property.
</TABLE>

Each property has been built with on-site parking facilities.

One Congress Street, Boston, Massachusetts

In 1989 the Partnership and Dean Witter Realty Yield Plus II, L.P., an
affiliate entered into an agreement to provide $59,200,000 of
participating second mortgage construction and permanent financing for
One Congress Street, which then consisted of a nine-story parking garage.
The property has since been improved with the addition of two office
levels above the existing structure, the addition of ground level retail
space, additional parking spaces, and substantial upgrading of the
existing garage, surrounding walkways and public areas. As of December
31, 1994, the Partnership has funded approximately $33.95 million of its
$34.35 million commitment; the remaining commitment was funded in January
1995.

An affiliate of Realty is the property manager for Greenway Pointe, 2600
Michelson Drive, Deptford Crossing and Hampton Village Centre.

ITEM 3. LEGAL PROCEEDINGS.

Neither the Partnership nor any of its investments is subject to any
material pending legal proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matter was submitted during the fourth quarter of the fiscal year
to a vote of Unit holders.

PART II.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

An established public trading market for the Units does not exist,
and it is not anticipated that such a market will develop in the future.
Accordingly, information as to the market value of a Unit at any given
date is not available. However, the Partnership does allow limited
partners (the "Limited Partners") to transfer their Units.

As of December 31, 1994, there were 17,708 holders of limited
partnership interests.

The Partnership is a limited partnership and, accordingly, does not
pay dividends. It does, however, make quarterly distributions of cash
to its partners. Pursuant to the Partnership Agreement, distributable
cash, as defined, is paid 90% to the Limited Partners and 10% to the
general partners (the "General Partners"). Pursuant to the agreement,
$1,239,345 of the General Partner's share of such net cash flow
distributable to them through December 31, 1990, was deferred subject to
receipt by the Limited Partners of an 8% annual return on their invested
capital.

During 1994 and 1993, the Partnership paid cash distributions
totalling $5,939,976 for each year with $5,345,980 ($.60 per Unit)
distributed to Limited Partners and $593,996 to the General Partners.

In January 1995, the Partnership paid a cash distribution of $0.15
per Unit to Limited Partners. The distribution was $1,484,994 with
$1,336,495 distributed to Limited Partners and $148,499 distributed to
the General Partners.

The Partnership anticipates making regular distributions to its
partners in the future.

Sale or financing proceeds will be distributed: first, 97% to the
Limited Partners and 3% to the General Partners until each Limited
Partner has received a return of their invested capital plus an amount
sufficient to provide a 10% cumulative annual return thereon; second,
100% to the General Partners until they have received the amount of any
net cash flow previously deferred; and third, 85% to the Limited Partners
and 15% to the General Partners. During the years ended December 31,
1994 and 1993, the Partnership did not distribute any sale or financing
proceeds.

Taxable income (subject to certain adjustments) will be allocated
to the partners in proportion to the distribution of distributable cash
or sale or financing proceeds, as the case may be (or 90% to the Limited
Partners and 10% to the General Partners if there is no distributable
cash or sale or financing proceeds). Tax losses, if any, will be
allocated 90% to the Limited Partners and 10% to the General Partners.
<PAGE>
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA.

The following sets forth a summary of the selected financial data
for the Partnership:

DEAN WITTER REALTY YIELD PLUS, L.P.

For the years ended December 31, 1994, 1993, 1992, 1991 and 1990
<CAPTION>
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>

Total revenues $ 29,051,935 $ 21,141,666 $ 14,170,837 $ 17,485,712$ 16,921,715

Income (loss) before
extraordinary item $ 4,024,646 - - - -

Extraordinary item $ 626,375 - - - -

Net income (loss) $ 4,651,021 $ (7,155,221)$(30,160,877)$ 8,364,953$ 9,588,215

Per Unit of limited
partnership interest:
Income (loss) before
extraordinary item $.41 $(.72) $(3.05) $.84 $1.03

Extraordinary gain $.06 - - - -

Net income (loss) $.47 $(.72) $(3.05) $.84 $1.03

Cash distribution
paid per Unit
of limited
partnership
interest $.60 $ .60 $ .97 $1.20 $1.50

Total assets at
December 31 $195,810,917 $175,847,369 $139,074,207$192,070,715$193,604,145

Long term debt due
after one year $ 66,887,850 $ 45,554,079 $ - $ - $ -
<FN>

Note: The above financial data should be read in conjunction with the consolidated financial
statements and the related notes appearing in Item 8.
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

Liquidity and Capital Resources

The Partnership raised $178,199,380 through a public offering which
terminated in 1987. The Partnership has no plans to raise additional
capital.

The Partnership had originally committed the proceeds raised in the
offering to seven investments in loans or land leases, which provided for
a fixed current return and participation in the long-term appreciation
and/or revenue from operation of the properties involved in such
investments. Due to the weakness in real estate markets, most of the
properties did not generate sufficient cash flow to fully service their
debt. As a result, through December 31, 1994, the Partnership acquired,
through foreclosure, or through transfers of ownership interests in lieu
of foreclosure, all but one of the properties in which it originally
invested. The resulting foreclosures have effectively changed the
Partnership from a participating lender to an equity owner of real
estate. As a result, the Partnership receives all cash flow from the
properties it owns, and will be required to expend funds for tenant
improvements and leasing commissions in connection with the leasing of
vacant space as is customary in most real estate markets. See note 4 to
the consolidated financial statements in Item 8.

Many real estate markets are stabilizing primarily due to the
continued absence of significant construction activity. However, the
recovery of the office market has been and may continue to be slow
because tenant demand is weak as a result of continued downsizing by many
major corporations. Increased consumer spending has helped the retail
property market although increased interest rates have slowed spending.
Most geographic regions of the country are stabilizing or improving, with
the exception of Southern California, where the impact of defense
industry reductions has not been offset by growth in other industries.

Real estate markets are generally divided into sub-markets by
geographic location and property type. Not all sub-markets have been
affected equally by the above factors.

The Partnership provided a $5 million letter of credit, secured by
the Partnership's cash reserves, to the first mortgage lender at the
Deptford Crossing property to secure repayment. The letter of credit
will be reduced further to $3 million if the property achieves certain
debt service coverage levels and meets other conditions on the first
mortgage loan.

The Partnership's remaining participating mortgage is secured by the
One Congress Street property. The office space at the property is 100%
leased to a federal agency, the General Services Administration ("GSA")
under a lease that is cancelable by the GSA in 1995 and terminates in
1997. Pursuant to the lease, the GSA was entitled to a five-month free
rent period, which began in August 1994 and ended in January 1995, in
connection with GSA's financing of tenant improvements for its premises.
The borrower used cash reserves at the property, and the remaining
unadvanced portion of the loan commitment of approximately $1.7 million
to pay debt service during the free rent period. As a result of these
advances, the Partnership has fully funded its loan commitment of $34.35
million. The Partnership believes that these advances will not be
recovered, as a result, these advances have been reserved.

The borrower has made a claim against GSA of approximately $3.3
million for the costs incurred in connection with the GSA tenant
improvements; GSA has responded by disputing the amount claimed. The
borrower and GSA are continuing negotiations to resolve this matter.

One of the general partners of the borrower filed a voluntary
petition under Chapter 11 of the Bankruptcy Code. Additionally, in
February 1995, the borrower did not pay the real estate taxes due on the
property in full. The unpaid amount is currently delinquent. Each of
these matters constitutes an event of default under the first and second
mortgage loans. However, the first mortgage lender has not declared a
default and is attempting to resolve the delinquency with the borrower.
The ultimate outcome is uncertain. See note 5 to the consolidated
financial statements in Item 8.

In 1993, the Partnership concluded that there was a decline in the
value of the One Congress Street investment and, as a result, that the
Partnership's loan was impaired. Accordingly, as of December 31, 1993
the Partnership established an allowance of $12,858,595 against its loan.
As described above, the allowance was increased by $1,711,683 for
advances made against the unfunded loan commitment in 1994 and 1995.

During 1994, the Partnership acquired all of the partnership
interests in Hampton Crossing Associates not previously owned by it.
Contractors who worked on the property had brought claims of
approximately $2,000,000 against the borrower and had filed liens against
the property. During 1994, the Partnership settled all but one of these
claims for approximately $300,000. The Partnership expects that
settlement of the remaining claim will not have a material impact on the
financial statements.

The Partnership loaned $6 million to the partners of a Michigan
developer secured by partnership interests in eleven partnerships which
owned eleven community shopping centers (three of which were sold in
1990). After repaying $1,588,000, the borrowers failed to repay the
balance of the loan when due in August 1991 and have not made any further
payments of interest. The Partnership established an allowance of
$4,664,271 against this loan at December 31, 1992. In 1993, the
Partnership initiated litigation to collect on the note and to foreclose
on the partnership interests. The properties owned by the partnerships
in which the Partnership had a collateral interest were all encumbered
by mortgages; during the first six months of 1994, the mortgagees
foreclosed on four of the properties. In April 1994, the Partnership
obtained sole control of the partnerships which own three of the
remaining community shopping centers and joint control of the partnership
which owns the fourth. Two parcels of land not subject to mortgages were
also retained by the Partnership. In September 1994, one of the shopping
centers over which the Partnership had acquired sole control was
foreclosed.

In 1992, the Partnership concluded that there were declines in the
value of the 2600 Michelson Drive and Greenway Pointe properties and that
the declines were other than temporary. Accordingly, the Partnership
recorded losses on impairment of the properties of approximately $15.6
million at December 31, 1992.

The Partnership has borrowed $1,726,524 from an affiliate of Realty.
The loan bears interest at the prime rate.

In August 1994, the Partnership increased its existing $3 million
bank line of credit to $5 million and borrowed the available amount of
approximately $4.1 million. Contemporaneously, the Partnership
established an additional $6 million line of credit with the bank and
borrowed approximately $4.5 million. These borrowings were used to repay
mortgage loans secured by the Midway Crossing Shopping Center, one of the
community shopping centers acquired in 1994, and delinquent real estate
taxes and closing costs totaling approximately $8.5 million, and to
increase Partnership cash reserves. In connection with this refinancing,
the mortgagee forgave approximately $626,000 of its loans.

In January 1995, the Partnership paid the fourth quarter cash
distribution of $.15 per unit to Limited Partners. The total cash
distribution was $1,484,994 with $1,336,495 distributed to Limited
Partners and $148,499 distributed to the General Partner.

Operations

Fluctuations in the Partnership's operating results for the year
ended December 31, 1994 compared to 1993 and for 1993 compared to 1992
are primarily attributable to the following:

The increases in rental income, property operating expenses,
depreciation and amortization in 1994 as compared to 1993 and 1993
compared to 1992 primarily result from recording property operations for
Deptford Crossing (beginning in July 1993) and Hampton Village Centre
(beginning in September 1993) due to the reclassification of these
investments to real estate from investments in participating mortgage
loans and other secured loans. The increase in 1994 versus 1993 also
results from recording property operations for the community shopping
centers beginning in April 1994 and the 1993 increase also results from
the recording of property operations for 401 East Ontario Street in
December 1992 as a result of reclassifying these loan investments to real
estate.

The decreases in interest income from participating mortgage loans
in 1994 compared to 1993 primarily result from reclassifying Hampton
Village Center to real estate from investments in participating mortgage
loans. The decrease in interest income from participating mortgage loans
and other secured loans in 1993 compared to 1992 primarily results from
the reclassification of 401 East Ontario Street and Deptford Crossing to
real estate from investments in participating mortgage loans.

The increase in interest on short-term investments in 1994 compared
to 1993 is attributable to higher interest rates in 1994.

The increase in other income in 1994 compared to 1993 primarily
represents cash received in 1994 from the partnerships which owned four
community shopping centers that were foreclosed upon by their respective
first mortgage lenders and cash received from the developer of 401 East
Ontario Street in exchange for the Partnership releasing it of any
continuing liability under the deficit guaranty. The increase from 1993
to 1992 is due to the repayment of fees relating to One Congress Street
as well as the recording of property operations for Deptford Crossing
beginning in July 1993 and Hampton Village Centre beginning in September
1993.

The increases in interest expense represent interest on the Hampton
Village Centre, Deptford Crossing and community shopping centers first
mortgage loans which the Partnership began to record when it obtained
ownership of these properties.

General and administrative expenses were higher in 1993 compared to
1994 and 1992 because of significant legal fees incurred in connection
with foreclosures and restructurings in 1993.

Losses on impairments of real estate and investments in
participating mortgage loans and other secured loans consist of the
provisions for losses on One Congress Street in 1994 and 1993 and
writedowns of Greenway Pointe, 2600 Michelson Drive and the Partnership's
secured loan to the partners of the developer of the community shopping
centers in 1992.

The decreases in minority interests in 1994 compared to 1993
primarily results from lower rents in 1994 as compared to 1993 at 2600
Michelson Drive. The increase in minority interests in 1993 compared to
1992 is a result of the minority interest share of the 1992 writedown at
2600 Michelson Drive.

The 1992 losses on in-substance foreclosure of real estate relate to
the 401 East Ontario Street and Deptford Crossing properties.

A summary of the office, retail, residential and research and
development building markets where the Partnership's properties are
located and the performance of each property is as follows:

Greenway Pointe, located in Columbia, Maryland has been affected by
an oversupply of research and development buildings in its market area.
Current vacancy levels in the Columbia research and development market
are approximately 18%. At December 31, 1994, occupancy at the property
was approximately 94%. This property is leased to 11 tenants. The lease
of G Tech, which occupies approximately 20% of the property, expires in
1996.

401 East Ontario Street is located in an improved residential sub-
market in Chicago, Illinois due to no new construction and recent
conversions to condominiums of competing area properties. The market
vacancy rate is approximately 2%. As of December 31, 1994 occupancy at
the property was 94%.

The office market in Irvine, California, the location of 2600
Michelson Drive remains very weak due to the economic downturn in the
aerospace, defense, and construction industries. This results in higher
vacancy rates and lower rental rates when space is leased to new tenants
or re-leased to existing tenants. As of December 31, 1994, occupancy at
the property was 72%. However, subsequent to year-end, the Partnership
signed a lease with a subsidiary of a major financial services company
which will increase occupancy at the property to approximately 90%. As
of December 31, 1994, the property was leased to 41 tenants.

Deptford Crossing, located in Deptford, New Jersey, has been
affected by a combination of the recession in real estate and retailer
reluctance to expand, which has exerted downward pressure on rents and
has made further leasing difficult. As of December 31, 1994, occupancy
at the property was approximately 82%. The property is leased to 13
tenants. Major tenants include TJ Maxx and Office Warehouse whose leases
expire in 2001, and 2002, respectively.

In contrast, Rochester Hills, Michigan, the location of Hampton
Village Centre has remained a relatively stable and strong retail market.
Occupancy at the property was approximately 96% at December 31, 1994.
The property is leased to 49 tenants. Major tenants include Farmer Jack
whose lease expires in 2011.

The office space at One Congress Street, located in Boston,
Massachusetts has not been affected by the weakness in the Boston
economy. However, the GSA lease is cancelable in August 1995 and
terminates in 1997. Additionally, the retail space, which is a small
portion of the property, has been difficult to lease due to reduced
demand for retail space. As of December 31, 1994, occupancy at the
office and garage space remained at 100% and occupancy at the retail
space was 61%.

Flint, Michigan, the location of the Genesee Crossing shopping
center, is an active retail market with a relatively low vacancy rate.
At December 31, 1994, occupancy at the property remained at 99%. The
property is leased to 13 tenants. Major tenants include the Burlington
Coat Factory whose lease expires in 2009.

Elyria, Ohio, the location of the Midway Crossing shopping center,
is a relatively stable retail market, with little vacancy in the
vicinity. The property is located across the street from a successful
regional mall. As of December 31, 1994, the property was 100% leased
to 20 tenants. Major tenants include Dunham's Sporting Goods, TJ Maxx
and U.S. Merchandise whose leases expire in 1999, 1996 and 1997,
respectively.

Farmington Crossroads shopping center is located in the affluent
suburban community of Farmington, Michigan. Farmington's retail market
has a relatively low vacancy rate. Occupancy at the property remained
at 93% at December 31, 1994. The property is leased to 12 tenants.
Major tenants include Farmer Jack whose lease expires in 2005.

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>
<TABLE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

DEAN WITTER REALTY YIELD PLUS, L.P.

INDEX

<CAPTION>
(a) Financial statements Page
<S> <C>
Independent Auditors' Report - 1994 14
Independent Auditors' Report 1993-1992 15
Consolidated Balance Sheets at December 31, 1994 and 1993 16
Consolidated Statements of Operations for the years ended
December 31, 1994, 1993 and 1992 17
Consolidated Statements of Changes in Partners' Capital
for the years ended December 31, 1994, 1993 and 1992 18
Consolidated Statements of Cash Flows for the years ended
December 31, 1994, 1993 and 1992 19-20
Notes to Consolidated Financial Statements 21-33

(b) Financial statement schedule

Real Estate and Accumulated Depreciation III 39-43

All schedules other than those indicated above have been omitted because
either the required information is not applicable or the information is
shown in the consolidated financial statements or notes thereto.
/TABLE
<PAGE>
Independent Auditors' Report

The Partners
Dean Witter Realty Yield Plus, L.P.:

We have audited the accompanying consolidated balance sheet of Dean
Witter Realty Yield Plus, L.P. and consolidated partnerships (the
"Partnership") as of December 31, 1994, and the related consolidated
statements of operations, partners' capital and cash flows for the year
then ended. Our audit also included financial statement schedule III.
These financial statements and the financial statement schedule are the
responsibility of the Partnership's management. Our responsibility is
to express an opinion on the financial statements and the financial
statement schedule based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of Dean Witter Realty
Yield Plus, L.P. and consolidated partnerships as of December 31, 1994,
and the results of their operations and their cash flows for the year
then ended in conformity with generally accepted accounting principles.
Also, in our opinion, financial statement schedule III, when considered
in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set
forth therein.

Deloitte & Touche LLP
/s/Deloitte & Touche LLP

New York, New York
March 30, 1995
<PAGE>
Independent Auditors' Report

The Partners
Dean Witter Realty Yield Plus, L.P.

We have audited the accompanying consolidated balance sheet of Dean
Witter Realty Yield Plus L.P. as of December 31, 1993 and the related
statements of operations, partners' capital and cash flows for the two
years then ended. These consolidated financial statements are the
responsibility of the Partnership's management. Our responsibility is
to express an opinion on these consolidated financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Dean
Witter Realty Yield Plus, L.P. as of December 31, 1993 and the results
of their operations and their cash flows for each of the years in the two
year period ended December 31, 1993, in conformity with generally
accepted accounting principles.

KPMG PEAT MARWICK LLP
/s/KPMG Peat Marwick LLP

New York, New York
March 25, 1994
<PAGE>
<TABLE>
DEAN WITTER REALTY YIELD PLUS, L.P.

CONSOLIDATED BALANCE SHEETS

December 31, 1994 and 1993

<CAPTION>
ASSETS
1994 1993
<S> <C> <C>
Real estate, at cost:
Land $ 31,695,941 $ 28,423,820
Building and building improvements 142,956,910 122,181,781
174,652,851 150,605,601
Accumulated depreciation 12,098,192 7,953,483
162,554,659 142,652,118
Investments in participating mortgage
and other secured loans, net of allowance
of $14,570,278 at December 31, 1994
and $17,523,066 at December 31, 1993 19,584,348 19,977,608

Cash and short-term investments, at cost,
which approximates market 4,772,726 4,859,851

Cash in escrow 5,000,000 5,000,000

Deferred expenses, net 1,488,502 1,274,326

Other assets 2,410,682 2,083,466

$195,810,917 $175,847,369

LIABILITIES AND PARTNERS' CAPITAL

Mortgage notes payable $ 57,714,877 $ 45,144,566

Accounts payable and other liabilities 4,615,541 4,606,079

Loan from affiliate 1,726,524 1,723,115

Loans payable to bank 9,350,557 1,062,333

Minority interests 19,873,023 19,491,926
93,280,522 72,028,019

Commitments and contingencies

Partners' capital (deficiency):
General partners (5,614,897) (5,486,003)
Limited partners ($20 per Unit,
8,909,969 issued and outstanding) 108,145,292 109,305,353

Total partners' capital 102,530,395 103,819,350

$195,810,917 $175,847,369
<FN>

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

CONSOLIDATED STATEMENTS OF OPERATIONS

Years ended December 31, 1994, 1993 and 1992

<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Revenues:
Rental $24,937,731 $17,554,056 $ 8,656,869
Interest on participating mortgage
loans 2,588,341 3,013,236 5,281,260
Interest on short-term investments 369,191 292,974 227,908
Other 1,156,672 281,400 4,800
29,051,935 21,141,666 14,170,837

Expenses:
Property operating 11,601,150 8,101,873 3,499,475
Interest 5,280,383 1,497,011 102,673
Depreciation 4,144,709 2,826,887 2,340,732
Amortization 410,772 234,645 381,859
General and administrative 1,129,135 1,405,769 1,208,152
Losses on impairment of real
estate, participating mortgage
and secured loans 1,711,683 12,858,595 31,946,970
Losses on in-substance foreclosures
of real estate - - 15,641,305
24,277,832 26,924,780 55,121,166

Income (loss) before minority
interests 4,774,103 (5,783,114) (40,950,329)

Minority interests 749,457 1,372,107 (10,789,452)

Income (loss) before extraordinary
item 4,024,646 (7,155,221) (30,160,877)

Extraordinary item:
Gain on refinancing of debt 626,375 - -

Net income (loss) $ 4,651,021 $(7,155,221)$(30,160,877)

Per Unit of limited partnership
interest:

Income (loss) before extraordinary
item $.41 $(0.72) $(3.05)

Extraordinary item .06 - -

Net income (loss) $.47 $(0.72) $(3.05)
<FN>
See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
<TABLE>
DEAN WITTER REALTY YIELD PLUS, L.P.

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL

Years ended December 31, 1994, 1993 and 1992

<CAPTION>
Limited General
Partners Partners Total
<S> <C> <C> <C>
Partners' capital (deficiency)
at January 1, 1992 $156,923,038 $ (195,150) $156,727,888

Net loss (27,144,789) (3,016,088) (30,160,877)

Cash distributions (8,687,218) (965,246) (9,652,464)

Partners' capital (deficiency)
at December 31, 1992 121,091,031 (4,176,484) 116,914,547

Net loss (6,439,699) (715,522) (7,155,221)

Cash distributions (5,345,979) (593,997) (5,939,976)

Partner's capital (deficiency)
at December 31, 1993 109,305,353 (5,486,003) 103,819,350

Net income 4,185,919 465,102 4,651,021

Cash distributions (5,345,980) (593,996) (5,939,976)

Partners' capital (deficiency)
at December 31, 1994 $108,145,292 $(5,614,897) $102,530,395
<FN>

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

Consolidated Statements of Cash Flows

Years ended December 31, 1994, 1993 and 1992
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) 4,651,021 (7,155,221) (30,160,877)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation and amortization 4,555,481 3,061,532 2,722,591
Minority interest in earnings of
consolidated partnership 749,457 1,372,107 (10,789,452)
Losses on in-substance foreclosures
of real estate - - 15,641,305
Losses on impairment of real estate,
participating mortgage
and secured loans 1,711,683 12,858,595 31,946,970
Deferred expenses (624,948) (248,428) (164,938)
(Increase) decrease in other assets (231,675) (99,140) 186,804
(Decrease) increase in:
Accounts payable and other liabilities (473,368) 2,560,493 359,480

Net cash provided by operating activities 10,337,651 12,349,938 9,741,883

Cash flows from investing activities:
Contributions by minority interest
to consolidated partnerships 989,425 - -
Investments in participating mortgage loans (1,318,423) (776,610) (890,982)
Release of cash in escrow - 400,000 1,000,000
Additions to real estate (2,465,304) (989,174) (447,584)
Minority interest in distributions
from consolidated partnerships (1,357,785) (1,716,964) (2,035,034)

Net cash used in investing activities (4,152,087) (3,082,748) (2,373,600)

Cash flows from financing activities:
Repayments of bank loans (267,180) - -
Proceeds from bank loans 8,555,404 1,062,333 -
Loans from affiliates 3,409 51,088 102,673
Cash distributions (5,939,976) (5,939,976) (9,652,464)
Repayments of mortgage notes payable (8,878,006) (53,910) -
Effect of the change in cash from
acquisitions (foreclosures) of
partnerships 253,660 (153,794) -

Net cash used in financing activities (6,272,689) (5,034,259) (9,549,791)

(Decrease) increase in cash and
short-term investments (87,125) 4,232,931 (2,181,508)

Cash and short-term investments at
beginning of year 4,859,851 626,920 2,808,428

Cash and short-term investments at
end of year $ 4,772,726 $ 4,859,851 $ 626,920

Supplemental disclosure of cash flow information:

Cash paid for interest $5,280,383 $ 1,497,011 $ 102,673

<FN>

See accompanying notes to consolidated financial statements.
(Continued)

/TABLE
<PAGE>
<TABLE>
DEAN WITTER REALTY YIELD PLUS, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31, 1994, 1993 and 1992

<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Supplemental disclosure of non-cash investing activities:
Real estate acquired through in-substance
foreclosure and foreclosure
of mortgage loans $(25,731,946)$(58,989,831) $(35,036,889)

Investment in participating mortgage
loans transferred to real estate $ - $ 13,271,336 $ 50,149,496

Mortgage notes payable assumed $25,598,317 $ 45,198,476 $ -

Other assets acquired through
foreclosures $ (95,541) $ 1,028,511 $ -

Accounts payable and accrued
liabilities acquired through
foreclosures $ 482,830 $(1,394,736) $ -

Foreclosure of real estate:
Real estate $ 4,150,000 $ - $ -
Mortgage note $(4,150,000) $ - $ -

Application of interest payments
received as a reduction of loss
on in-substance foreclosure $ - $ - $ (820,833)

Transfer of deferred expense to real
estate acquired $ - $ - $ 1,710,424
<FN>

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

Notes to Consolidated Financial Statements
December 31, 1994, 1993 and 1992

1. The Partnership

Dean Witter Realty Yield Plus, L.P. (the "Partnership") is a limited
partnership organized under the laws of the State of Delaware in
1987. The Managing General Partner of the Partnership is Dean
Witter Realty Yield Plus Inc., which is wholly-owned by Dean Witter
Realty Inc. ("Realty").

The Partnership was formed to invest in the development and
operation of income producing commercial, residential and industrial
properties.

The Partnership issued 8,909,969 units of limited partnership
interests (the "Units") for $178,199,380. No additional Units will
be sold.

2. Summary of Significant Accounting Policies

The financial statements include the accounts of the Partnership,
DW Columbia Gateway Associates, DW Michelson Associates, DW
Lakeshore Associates (formerly Lakeshore Ontario Associates),
Deptford Crossing Associates (effective July 16, 1993), Hampton
Crossing Associates (effective September 7, 1993), and DW Community
Centers Limited Partnership and DW Maplewood Inc. (effective April
4, 1994) on a consolidated basis. All significant intercompany
accounts and transactions have been eliminated.

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

Real estate acquired in settlement of loans is recorded at the lower
of the book value of the investment or estimated fair value of the
property at the date of foreclosure or in-substance foreclosure.
Costs of improvements to the properties are capitalized and repairs
are expensed. Depreciation is recorded on the straight-line method
over lives of the properties ranging from 15 to 40 years.

The Partnership periodically evaluates the recoverability of the net
carrying value of its real estate and other investments. The
evaluation is based on a review of expected future cash flows,
determination of the Partnership's expected holding period of these
assets, the financial condition of guarantors, if any, and other
factors.

Deferred expenses consist of origination fees in connection with
participating mortgage loans and leasing commissions. Origination
fees are amortized over the related loan, which approximates the
effective yield method. Leasing commissions are amortized over the
applicable lease terms.

The Partnership considers short-term investments with original
maturities of three months or less to be cash equivalents.

Rental income is recognized on a straight-line basis.

The net income (loss) per Unit 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.

No provision for income taxes has been made in the financial
statements, since the liability for such taxes is that of the
partners rather than the Partnership.

The accounting policies used for tax reporting purposes differ from
those used for financial reporting as follows: (a) depreciation is
calculated using accelerated methods, (b) rental income is
recognized based on the payment terms in the applicable leases, and
(c) writedowns for impairments of real estate and the participating
mortgage loan are not deductible. In addition, offering costs are
treated differently for tax and financial reporting purposes. The
tax basis of the Partnership's assets and liabilities is
approximately $50 million higher than the amounts reported for
financial statement purposes at December 31, 1994.

Certain 1993 amounts have been reclassified to conform to 1994
presentation.

3. Partnership Agreement

The Partnership Agreement provides that net cash flow, as defined,
will be paid 90% to the Limited Partners and 10% to the General
Partners. Pursuant to the Agreement, $1,239,345 of the General
Partner's share of such net cash flow distributable to them through
December 31, 1990 was deferred, subject to receipt by the Limited
Partners of an 8% annual return on their invested capital.

Sale or financing proceeds will be distributed: first, 97% to the
Limited Partners and 3% to the General Partners until Limited
Partners receive a return of their invested capital plus an amount
sufficient to provide a 10% cumulative annual return thereon;
second, 100% to the General Partners until they have received the
amount of any net cash flow deferred through December 31, 1990; and
third, 85% to the Limited Partners and 15% to the General Partners.

Taxable income generally is allocated to the partners in proportion
to the distribution of distributable cash or sale or financing
proceeds, as the case may be (or 90% to the Limited Partners and 10%
to the General Partners if there is no distributable cash or sale
or financing proceeds). Tax losses, if any, are allocated 90% to
the Limited Partners and 10% to the General Partners.

4. Investments in Real Estate

Greenway Pointe, Columbia, Maryland

In 1990, the Partnership acquired Greenway Pointe, which consists
of three office/research and development buildings and land from the
borrower for an amount equal to the then-outstanding loan balance
of approximately $8,300,000. An affiliate of Realty manages the
property.

In 1992, the Partnership concluded that there was a decline in the
value of the property and that the decline was other than temporary.
Accordingly, the Partnership recorded a loss on impairment of
approximately $3.1 million at December 31, 1992.

401 East Ontario Street, Chicago, Illinois

Through 1990, the Partnership funded an approximately $47,000,000
leasehold mortgage loan, land purchase and participating land lease
for 401 East Ontario Street, a high rise luxury apartment building.
The property was developed and owned by Lakeshore Ontario
Associates, a 50/50 joint venture between a Chicago developer
("Chicago Developer") and an entity comprised of former and current
Realty employees, several of whom are former or current officers of
the Managing General Partner. The Partnership received a completion
guaranty and a $6,000,000 operating deficits guaranty from the
borrower/land lessee. One half of these guarantees was the
obligation of Realty and the other half was the obligation of the
principals of the Chicago Developer. Realty funded all of the
additional construction costs (approximately $2,300,000) and had
fully funded its obligation under the operating deficits guaranty
of $4,509,212 as of December 31, 1993.

Beginning in March 1992, the Chicago Developer failed to fund its
obligation under the operating deficits guaranty plus accrued
interest on the unpaid balance which was reserved in full. This
resulted in a default on its loan. For financial reporting
purposes, the Partnership placed this loan on non-accrual status in
July 1992. As of December 31, 1992, the Partnership accounted for
this loan as if the property were foreclosed upon, wrote down the
loan to its estimated fair value, which resulted in a loss of
$10,915,869, and reclassified the loan to real estate.

In January 1994, the borrower transferred to the Partnership the
ownership of the improvements by deed-in-lieu of foreclosure. In
addition, the Chicago Developer paid the Partnership $350,000 in
exchange for the Partnership's releasing the principals of the
Chicago Developer from any continuing liability under their deficit
guarantee (such payment is included in other income).

2600 Michelson Drive, Irvine, California

The Partnership and Dean Witter Realty Yield Plus II, L.P. ("Yield
Plus II"), an affiliate, formed a partnership, DW Michelson
Associates ("DW Michelson"), which made a land purchase, a
subsequent land lease, and a mortgage loan on 2600 Michelson Drive,
an office complex consisting of three office buildings and
underlying land. The total investment in the property is
approximately $71 million, of which the Partnership has contributed
$36 million. In 1990, the borrower/land lessee defaulted on the
loan, DW Michelson began receiving all cash flow from the property
and, for financial reporting purposes, the loan was written down to
its then-estimated fair value and reclassified to real estate.

In 1991, DW Michelson effectively obtained ownership of the
property. DW Michelson contributed a portion of its loan as equity
to the ownership entity, which is a limited partnership of which DW
Michelson is the managing general partner and the principal of the
original borrower retains a minor interest as a limited partner.
DW Michelson is to receive interest on its loan, lease payments on
the land and a preferred return on its equity. DW Michelson also
received a promissory note of approximately $1.2 million from the
borrower. In July 1994, the note which was due in January 1993, was
extended until December 31, 1999. At December 31, 1994, the
balance of this note is approximately $1.2 million.

In 1992, the Partnership concluded that there was an other-than-
temporary decline in the value of the property and recorded a loss
on impairment of the property of approximately $12.3 million ($24.2
million less the minority interest share of $11.9 million).

An affiliate of Realty manages the property.

Deptford Crossing, Deptford, New Jersey

In March 1991, the Partnership made a participating loan secured by
partnership interests on Deptford Crossing, a community shopping
center. The borrower of the project failed to make the required
debt service payments to the Partnership beginning in May 1992. As
of December 31, 1992, the Partnership accounted for the loan as if
the property was foreclosed upon, wrote down the loan to its
estimated fair value, which resulted in a loss of $4,725,436, and
reclassified the loan to real estate.

In July 1993, the ownership interests in the project were
transferred to the Partnership in lieu of foreclosure.

The Partnership has provided a $5 million letter of credit, secured
by the Partnership's cash reserves which are held in escrow, to the
first mortgage lender to secure repayment. The letter of credit
will be reduced to $3 million if the property achieves a debt
service coverage ratio of 125% on the first mortgage for twelve
consecutive months and meets certain other conditions.

The property is also subject to a first mortgage loan from a bank.
See note 6.

An affiliate of Realty manages the property.

Hampton Village Centre, Rochester Hills, Michigan

The Partnership's borrower had obtained a first mortgage loan of up
to $37,000,000 from a major insurance company. Approximately
$29,000,000 of the loan was funded in July 1990. Largely due to
delays in the completion of the project and to the existence of
mechanics' lien litigation affecting the property, the borrower
failed to satisfy the conditions to the release of the remaining
$8,000,000. The first mortgage is secured by Phase I of the
project. See note 6.

The Partnership had made three mortgage loans totaling approximately
$13,300,000 to Hampton Village Centre which provided for a 50%
participation in the property's excess cash flow and appreciation
over $40,000,000. Two of these loans were in default and were
placed on non-accrual status in 1992; debt service continued to be
paid through August 1993 on the remaining loan in the amount of
$3,000,000 and bearing interest at 10.5%.

During the first quarter of 1993, the Partnership accelerated all
of its loans and instituted foreclosure proceedings. In September
1993, the Partnership indirectly acquired one-half of the
partnership interests of Hampton Crossing Associates, the owner of
Hampton Village Centre, thereby obtaining effective control of the
center, and began accounting for the loans as if the property were
owned, by reclassifying the loans to real estate and recording the
$29,000,000 first mortgage loan. During the first quarter of 1994,
the Partnership indirectly acquired all of the partnership interests
of Hampton Crossing Associates not previously owned by it.

Contractors who worked on the property had brought claims of about
$2,000,000 against the borrower and had filed liens against the
property. During 1994, the Partnership settled all but one of these
claims for approximately $300,000. The Partnership expects that
settlement of the remaining claim will not have a material impact
on the financial statements.

In January 1992 an affiliate of Realty assumed property management
and leasing responsibilities at the property.

Shopping Centers Investments, Michigan, Ohio, and Tennessee

In 1990, the Partnership loaned $6,000,000 to the partners of the
developer of eleven community shopping centers and the Hampton
Crossing and Deptford Crossing properties. The loan was secured by
interests in eleven partnerships which owned the eleven community
shopping centers, and was due in August 1991. During the second
quarter of 1991, through the sale of three of the shopping centers,
the Partnership received a payment of $1,588,000, but received no
further payments. The Partnership stopped accruing interest on the
loan in August 1991, and fully reserved the balance of $4,664,471
as of December 31, 1992.

In the first quarter of 1993, the Partnership instituted legal
proceedings to collect on the note and to foreclose on the
remaining collateral partnership interests. The properties owned
by the partnerships in which the Partnership had a collateral

interest were all encumbered by mortgages; during the first six
months of 1994, the mortgagees foreclosed on four of the properties.

In April 1994, the Partnership obtained sole control of the
partnerships which own the Hickory Ridge Crossing, Midway Crossing
and Genesee Crossing community shopping centers and joint control
of the partnership which owns the Farmington Crossroads Center. At
that date, the Partnership consolidated the partnerships and
recorded their assets and liabilities at estimated fair values. The
Partnership also retained two parcels of land not subject to
mortgages.

The Hickory Ridge Crossing Center was encumbered by a $4,150,000
mortgage note which matured on June 30, 1994 but was not repaid when
due. In September 1994, the mortgagee foreclosed on the property.
The loss of the property did not have a material impact on the
financial statements.

The location, year of acquisition through foreclosure or in-
substance foreclosure and net carrying values of the Partnership's
properties are as follows:
<TABLE>
<CAPTION>

Year of December 31,
Property Acquisition 1994 1993
<S> <C> <C> <C>
401 East Ontario Street
Chicago, IL 1992 $ 35,353,149 $ 36,176,577

Greenway Pointe
Columbia, MD 1990 6,051,875 6,020,892

2600 Michelson Drive
Irvine, CA 1990 39,700,273 39,359,412

Deptford Crossing
Deptford, NJ 1992 18,211,229 18,510,295

Hampton Village Centre
Rochester Hills, MI 1993 41,839,241 42,584,942

Midway Crossing
Elyria, OH 1994 8,674,725 -

Genesee Crossing
Flint, MI 1994 8,425,440 -

Farmington Crossroads
Farmington Hills, MI 1994 3,863,980 -

Pine Ridge
Flint, MI 1994 134,747 -

Military Crossing
Norfolk, VA 1994 300,000 -
$162,554,659 $142,652,118
</TABLE>

5. Investment in Participating Mortgage

One Congress Street, Boston, Massachusetts

In 1989, the Partnership and Yield Plus II entered into an agreement
to provide $59.2 million of participating second mortgage
construction and permanent financing for One Congress Street, which
then consisted of a nine-story parking garage. The property has
since been improved with the addition of two office levels above the
existing structure, the addition of ground level retail space,
additional parking spaces, and substantial upgrading of the existing
garage, surrounding walkways and public areas. As of December 31,
1994, the Partnership has funded approximately $33.95 million of its
$34.35 million commitment. The construction loan was converted to
a 10-year permanent second mortgage loan in August 1991. Base
interest is payable currently at 8%. The loan is current.

In conjunction with the construction of the project, an entity
comprised of individuals formerly affiliated with the Managing
General Partner were paid construction development and other fees
of approximately $500,000.

The garage is fully leased under an agreement which expires in 2003.
The retail space is approximately 61% occupied. The office space
is 100% leased to a federal agency, the General Services
Administration ("GSA") under a lease that is cancellable by the GSA
in August 1995 and terminates in 1997. Pursuant to the lease, the
GSA was entitled to a five-month free rent period which began in
August 1994 and terminated in January 1995 in connection with GSA's
financing of tenant improvements for its premises. The borrower
used cash reserves at the property, and the remaining unadvanced
portion of the Partnership's loan commitment of approximately $1.7
million to pay debt service during the free rent period. As a
result of these advances, the Partnership has fully funded its loan
commitment. The Partnership does not believe that these advances
will be recovered, as a result, these advances were reserved.

The borrower has made a claim against GSA of approximately $3.3
million for the costs incurred in connection with the GSA tenant
improvements; GSA has responded by disputing the amount claimed.
The borrower and GSA are continuing negotiations to resolve this
matter.

One of the general partners of the borrower had filed a voluntary
petition under Chapter 11 of the Bankruptcy Code. Additionally, in
February 1995, the borrower did not pay the real estate taxes due
on the property in full. The unpaid amount is currently delinquent.
Each of these matters constitutes an event of default under the
first and second mortgage loans. However, the first mortgage lender
has not declared a default and is attempting to resolve the
delinquency with the borrower. The ultimate outcome is uncertain.

On September 23, 1993, the Partnership entered into a loan
modification with the owner of One Congress Street. In addition to
changing certain of the funding provisions of the loan, the amount
of "Additional Interest" payable to the Partnership and Yield Plus
II under the loan was increased by (i) providing for the payment of
the first $250,000 of net revenues in any calendar year as
Additional Interest, and (ii) increasing the percentage interest of
the Partnership and Yield Plus II in adjusted net revenues from, and
capital proceeds of, One Congress Street from 37% to 58%. In
addition, at the time of the loan modification, the entity comprised
of former Dean Witter Realty executives, withdrew as a partner in
the borrower-partnership and the Partnership and Yield Plus II were
paid $281,400 and $218,600 respectively, the amount of the
development fees previously paid to the withdrawing entity.

In 1993, the Partnership concluded that there was a decline in the
value of the One Congress Street investment and, as a result, that
the Partnership's loan was impaired. Accordingly, as of December
31, 1993, the partnership established an allowance of $12,858,595
against its loan. As described above, the allowance was increased
by $1,711,683 for advances made against the unfunded loan commitment
during 1994 and 1995.
<PAGE>
<TABLE>
6. Mortgage Notes Payable

The Partnership's properties are subject to first mortgage notes as
follows:

<CAPTION>
December 31,
1994 1993
<S> <C> <C>
Mortgage note secured by the $16,051,554 $16,144,566
Deptford Crossing shopping center:
Interest at the Partnership's election
of LIBOR plus .375%, the bank's quoted
variable rate plus 1.375% or the bank's
fixed rate: matures March 13, 1996; interest
payable monthly through maturity, semi-annual
principal payments of $53,910 commencing
October 15, 1993.

Mortgage note secured by Phase I 29,000,000 29,000,000
of the Hampton Village Centre shopping
center: interest at 9.375%; matures May
16, 2000; interest-only payable monthly
through May 16, 1997, at which time monthly
payments adjust to equal a 25-year amortiza-
tion of principal and interest.

Mortgage notes secured by Genesee Crossing 8,590,000 -
Shopping Center: interest-only payable
monthly at 9.375%; mature May 15, 1997.

Mortgage note secured by Farmington Crossroads 4,073,323 -
Shopping Center: interest at 7.875%; matures
September 1, 1999; principal and interest of
$32,338 is payable monthly through maturity.

$57,714,877 $45,144,566
/TABLE
<PAGE>
<TABLE>
Future principal payments as of December 31, 1994 on the mortgage
notes are as follows:
<CAPTION>
Year Amount
<C> <C>
1995 $ 177,584
1996 16,019,195
1997 8,871,375
1998 412,231
1999 4,113,840
Thereafter 28,120,652
Total $ 57,714,877
</TABLE>

7. Loans Payable

These borrowings were used to repay mortgage loans secured by the
Midway Crossing Shopping Center aggregating approximately $8.8
million and delinquent real estate taxes and closing costs totaling
approximately $312,000. The remaining borrowings were used to
increase Partnership cash reserves. In connection with this
refinancing, the mortgagee forgave approximately $626,000 of its
loans which is reported as an extraordinary item.

Borrowings on the $5 million line of credit are secured by a first
mortgage on Greenway Pointe and an assignment of distributions from
2600 Michelson Drive. Borrowings on the $6 million line of credit
are secured by a first mortgage on the Midway Crossing Shopping
Center. Repayment of both loans is guaranteed by the Partnership.
Both loans bear interest, payable monthly, at the prime rate plus
one quarter percent, and are repayable in thirty-one consecutive
payments beginning March 1, 1996. The prime rate at December 31,
1994 was 8.5%.
<PAGE>
<TABLE>
8. Leases

Minimum future rentals under noncancellable operating leases as of
December 31, 1994 are as follows:
<CAPTION>
Year ending December 31,
<S> <C>
1995 $13,313,121
1996 12,228,693
1997 10,687,968
1998 9,262,620
1999 6,393,105
Thereafter 32,906,188
Total $84,791,695
</TABLE>
The Partnership has determined that all leases relating to its
properties are operating leases. These leases range in term from
one to twenty-two years, and generally provide for fixed minimum
rent with rental escalation and/or expense reimbursement clauses.

9. Estimated Fair Value of Financial Instruments

The estimated fair value amounts of the Partnership's financial
instruments have been determined by using available market
information and appropriate valuation methodologies. Considerable
judgment is required in interpreting market data to develop the
estimates of fair value. Accordingly, the estimates presented
herein are not necessarily indicative of the amounts that the
Partnership could realize in a current transaction. The use of
different market assumptions and methods of estimation might have
a material effect on the estimated fair value amounts.

Substantially all financial instruments on the Partnership's
consolidated balance sheet are carried at fair value or amounts
which approximate fair value.

Cash, accounts payable and the loan from affiliate are carried at
cost which approximates fair value due to their short-term
maturities.

The fair value of the investments in the participating mortgage
loans and other secured loans are based on the net present value of
the estimated future cash flows from the loans. The discount rate
used is based on current lending rates and market conditions. The
Partnership intends to hold the participating mortgage loan to
maturity.

The fair value of mortgage notes payable and loans payable to bank
is estimated by discounting future principal and interest payments
using current lending rates and market conditions for instruments
with similar maturities and credit quality. The Partnership intends
to repay the mortgage loans as they become due.

10. Related Party Transactions

An affiliate of Realty provided property management services for
four properties in 1994, 1993 and 1992. The Partnership paid the
affiliate property management fees of $316,768, $312,070 and
$234,944 for the years ended December 31, 1994, 1993 and 1992,
respectively.

Realty performs administrative functions, and processes certain
investor and tax information on behalf of the Partnership. For the
years ended December 31, 1994, 1993, 1992, the affiliate was
reimbursed $422,199, $437,969, and $444,152, respectively, for these
services. As of December 31, 1994, the affiliate was owed $84,504,
which is included in accounts payable and other liabilities.

The Partnership borrowed funds from an affiliate of Realty.
Interest expense, which was calculated using the prime rate, 8.5%
at December 31, 1994, was $123,508 in 1994, $103,437 in 1993 and
$102,673 in 1992.

11. Subsequent Event

In January 1995 the Partnership paid a cash distribution of $.15 per
Unit to Limited Partners. The distribution was $1,484,994 with
$1,336,495 of cash distributed to Limited Partners and $148,499 of
cash distributed to the General Partners.
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

PART III.

ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The Partnership is a limited partnership and has no directors or
officers.

The directors and executive officers of the Managing General Partner
are as follows:

Position with the
Name Managing General Partner

William B. Smith Chairman of the Board of Directors
E. Davisson Hardman, Jr. President and Director
Lawrence Volpe Controller, Assistant Secretary and Director
Ronald T. Carman Secretary and Director

All of the directors have been elected to serve until the next
annual meeting of the Shareholders of the Managing General Partner or
until their successors are elected and qualify. Each of the officers has
been elected to serve until his successor is elected and qualifies.

William B. Smith, age 51, is a Managing Director of Dean Witter
Realty Inc. and has been with Dean Witter Realty Inc. since 1982.

E. Davisson Hardman, Jr., age 45 is a Managing Director of Dean
Witter Realty Inc. and has been with Dean Witter Realty Inc. since 1982.

Lawrence Volpe, age 47, is a Director and the Controller of Dean
Witter Realty Inc. He is a Senior Vice President and Controller of Dean
Witter Reynolds Inc., which he joined in 1983.

Ronald T. Carman, age 43, is a Director and the Secretary of Dean
Witter Realty, Inc. He is a Senior Vice President of Dean Witter,
Discover & Co. and Dean Witter Reynolds Inc., which he joined in 1984.

There is no family relationship among any of the foregoing persons.

<PAGE>
ITEM 11. EXECUTIVE COMPENSATION

The General Partners are entitled to receive cash distributions,
when and as cash distributions are made to the Limited Partners, and a
share of taxable income or tax loss. Descriptions of such distributions
and allocations are contained in Item 5 above. The General Partners
received cash distributions totalling $593,996, 593,997 and $965,246
during the years ended December 31, 1994, 1993 and 1992, respectively.

The General Partners and their affiliates were paid certain fees and
reimbursed for certain expenses. Information concerning such fees and
reimbursements are contained in Note 10 of the Notes to Consolidated
Financial Statements in Item 8 above.

The directors and executive officers of the Partnership's Managing
General Partner received no renumeration from the Partnership.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

(a) No person is known to the Partnership to be the beneficial
owner of more than five percent of the Units.

(b) The executive officers and directors of the Managing General
Partner own the following Units as of December 31, 1994:

Amount and
Nature of
Title of Class Name of Beneficial Owner Beneficial Ownership

Limited William B. Smith *
Partnership
Interests E. Davisson Hardman, Jr. *

All directors and executive *
officers of the Managing
General Partner, as a group

*Owns, by virtue of ownership of limited partnership interests in the
Associate General Partner, less than 1% of the Units of the Partnership.
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

As a result of their being partners of a limited partnership which
is the limited partner of the Associate General Partner, certain current
and former executive officers and directors of the Managing General
Partner also own indirect general partnership interests in the
Partnership. The Partnership Agreement of the Partnership provides that
cash distributions and allocations of income and loss to the general
partners be distributed or allocated 50% to the Managing General Partner
and 50% to the Associate General Partner. The general partners' share
of cash distributions and income or loss is described in Item 5 above.

All of the outstanding shares of common stock of the Managing
General Partner are owned by Dean Witter Realty Inc., a Delaware
corporation which is a wholly-owned subsidiary of Dean Witter, Discover
& Co. The general partner of the Associate General Partner is Dean
Witter Realty Yield Plus Inc., which is a wholly-owned subsidiary of Dean
Witter Realty Inc. The limited partner of the Associate General Partner
is LSYP 87, L.P., a Delaware limited partnership. Certain current and
former executive officers and directors of the Managing General Partner
are partners of LSYP 87, L.P. Additional information with respect to the
directors and executive officers and compensation of the Managing General
Partner and affiliates is contained in Items 10 and 11 above.

The 401 East Ontario Street property was developed by a joint
venture between the Chicago Developer and an entity comprised of former
and current Realty executives, several of whom are former or current
executive officers of the Managing General Partner. In January 1994, the
Partnership obtained ownership of the property by deed-in-lieu of
foreclosure.

The Hampton Village Centre property was developed by Hampton
Crossing Associates, a joint venture between the Partnership and an
entity comprised of former and current Realty executives, several of whom
are former or current executive officers of the Managing General Partner.
In the first quarter of 1994, the Partnership indirectly obtained
ownership of all the partnership interests in Hampton Crossing
Associates.

The Government Center property was developed by a partnership
between a Maryland-based developer and an entity comprised of former
Realty executives, some of whom were formerly executive officers of the
Managing General Partner. This entity withdrew as a partner of the
borrower in September 1993, so the borrower partnership is now controlled
solely by the Maryland-based developer.

The General Partners and their affiliates were paid certain fees and
reimbursed for certain expenses. Information concerning such fees and
reimbursements is contained in Note 10 of the Notes to Consolidated
Financial Statements in Item 8 above.

<PAGE>
PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) The following documents are filed as part of this Annual Report:

1. Financial Statements (see Index to Financial Statements filed as part of
Item 8 of this Annual Report).

2. Financial Statement Schedules (see Index to Financial Statements filed
as part of Item 8 of this Annual Report).

3. Exhibits
(2) Not applicable.

(3)(a) Amended and Restated Agreement of Limited Partnership dated as of
April 29, 1987 set forth in Exhibit A to the Prospectus included in
Registration Statement Number 33-11648 is incorporated herein by
reference.

(3)(b) Certificate of Limited Partnership dated as of April 29, 1987
incorporated by reference in Registration Statement Number 33-11648
is incorporated herein by reference.

(4)(a) Amended and Restated Agreement of Limited Partnership dated as of
April 29, 1987 set forth in Exhibit A to the Prospectus included in
Registration Statement Number 33-11648 is incorporated herein by
reference.

(4)(b) Certificate of Limited Partnership dated as of April 29, 1987
incorporated by reference in Registration Statement Number 33-11648
is incorporated herein by reference.

(9) Not applicable.

(10) Not applicable.

(11) Not applicable.

(12) Not applicable.

(13) Not applicable.

(16) Letter regarding change in certifying accountant Incorporated by
reference in Partnership's Current Report on Form 8-K dated
December 15, 1994.

(18) Not applicable.

(19) Not applicable.

(21) Subsidiaries:

Deptford Crossing Associates, a New Jersey limited partnership.
Hampton Crossing Associates, a Michigan limited partnership.
DW Lakeshore Associates, an Illinois limited partnership.
DW Columbia Gateway Associates, a Maryland limited partnership.
Midway Crossing Limited Partnership, a Michigan limited partnership.
Genesee Crossing Limited Partnership, a Michigan limited
partnership.
Farmington/9 Mile Associates, a Michigan limited partnership.
Michelson Company Limited Partnership, a California limited
partnership.

(22) Not applicable.

(23) Not applicable.

(24) Not applicable.

(27) Financial Data Schedule

(28) Not applicable.

(99) Not applicable.

(b) Reports on Form 8-K -

Report dated December 15, 1994 of the change in the Partnership's
Independent Auditor for the year ending December 31, 1994.

(d) Financial Statements Schedule

1. Financial statements of GCGA Limited Partnership, an office
building/parking garage located in Boston, Massachusetts. To be
filed by Form 10-K/A when received from GCGA Limited Partnership.
<PAGE>
<TABLE>
SCHEDULE III

DEAN WITTER REALTY YIELD PLUS, L.P.
Real Estate and Accumulated Depreciation

December 31, 1994

Initial cost to Partnership (A)
________________________________________
<CAPTION>
Building and
Description Encumbrances Land Improvements Total
<S> <C> <C> <C> <C>
Residential
Building
Chicago, IL - 4,063,111 32,936,889 37,000,000

Office Building
Columbia, MD 4,872,030 1,976,457 6,338,507 8,314,964

Office Buildings
Irvine, CA - 6,549,305 61,019,949 67,569,254

Shopping center
Deptford, NJ 16,051,554 6,250,094 12,041,180 18,291,274

Shopping center
Rochester
Hills, MI 29,000,000 12,643,133 30,155,424 42,798,557

Shopping Center
Elyria, OH 4,478,527 700,984 8,118,725 8,819,709

Shopping Center
Flint, MI 8,590,000 1,709,535 6,830,465 8,540,000

Shopping Center
Farmington,
Hills, MI 4,073,323 426,855 3,495,382 3,922,237

Land
Pine Ridge
Flint, MI - 134,747 - 134,747

Land
Military Crossing
Norfolk, VA - 300,000 - 300,000
67,065,434 34,754,221 160,936,521 195,690,742
/TABLE
<PAGE>
<TABLE>
Gross Amount at which
Carried at End of Period (B)
_____________________________________________
<CAPTION>
Cost
Capitalized Losses on Losses on
Subsequent to Impairment of Impairment of
Description Acquisition Real estate Land Land
<S> <C> <C> <C> <C>
Residential
Building
Chicago, IL - - - 4,063,111

Office Building
Columbia, MD 2,363,595 (2,130,094) (589,391) 1,387,066

Office Buildings
Irvine, CA 3,015,140 (21,733,432) (2,468,889) 4,080,416

Shopping center
Deptford, NJ 496,317 - - 6,250,094

Shopping center
Rochester
Hills, MI 8,863 - - 12,643,133

Shopping Center
Elyria, OH - - - 700,984

Shopping Center
Flint, MI - - - 1,709,535

Shopping Center
Farmington,
Hills, MI - - - 426,855

Land
Pine Ridge
Flint, MI - - - 134,747

Land
Military Crossing
Norfolk, VA - - - 300,000
5,883,915 (23,863,526) (3,058,280) 31,695,941
/TABLE
<PAGE>
<TABLE>
<CAPTION>
Accumulated
Buildings and Depreciation Date of
Description Improvements Total (c) Construction
<S> <C> <C> <C> <C>
Residential
Building
Chicago, IL 32,936,889 37,000,000 1,646,851 1990

Office Building
Columbia, MD 6,572,008 7,959,074 1,907,199 1988

Office Buildings
Irvine, CA 42,301,657 46,382,073 6,681,800 1986-1989

Shopping center
Deptford, NJ 12,537,497 18,787,591 576,362 1991

Shopping Center
Rochester
Hills, MI 30,164,287 42,807,420 968,179 1988 - 1993

Shopping Center
Elyria, OH 8,118,725 8,819,709 144,984 1987

Shopping Center
Flint, MI 6,830,465 8,540,000 114,560 1988

Shopping Center
Farmington
Hills, MI 3,495,382 3,922,237 58,257 1985

Land
Pine Ridge - 134,747 - N/A
Flint, MI

Land
Military Crossing
Norfolk, VA - 300,000 - N/A
142,956,910 174,652,851 12,098,192
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Life on which
Depreciation
in latest income
Date Statements is
Description Acquired Computed
<S> <S> <C>
Residential
Building
Chicago, IL Dec. 1992 40 years

Office Building
Columbia, MD May 1990 15-40 years

Office Buildings
Irvine, CA Nov 1990 15-40 years

Shopping Center
Deptford, NJ Dec 1992 40 years

Shopping Center
Rochester
Hills, MI Sept 1993 40 years

Shopping Center
Elyria, OH April 1994 40 years

Shopping Center
Flint, MI April 1994 40 years

Shopping Center
Farmington
Hills, MI April 1994 40 years

Pine Ridge
Flint, MI June 1994 -

Military Crossing
Norfolk, VA April 1994 -
/TABLE
<PAGE>
<TABLE>

Notes:

(A) The basis in the properties for financial reporting purposes is net
realizable value or fair market value at the date of foreclosure or in-
substance foreclosure. The loss in the amount of $26,921,806 on
foreclosure of real estate does not reduce the basis for federal income tax
purposes.

<CAPTION>
(B) Reconciliation of real estate owned:
1994 1993 1992
<S> <C> <C> <C>
Balance at beginning of period $150,605,601 $ 90,626,596 $ 82,063,929

Additions during period:
Acquisition through foreclosures 25,731,946 58,989,831 35,036,894
Improvements 2,465,304 989,174 447,579
Deductions during year:
Foreclosure of real estate (4,150,000) - -
Loss on impairment of land - - (3,058,280)
Losses on impairment of real
estate - - (23,863,526)

Balance at end of period $174,652,851 $150,605,601 $90,626,596

Balance at beginning of year $ 7,953,483 5,126,596 2,785,864
Depreciation expense 4,144,709 2,826,887 2,340,732
Balance end of period $ 12,098,192 $ 7,953,483 $ 5,126,596
</TABLE>

<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, L.P.

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

By: /s/E. Davisson Hardman, Jr. Date: March 31, 1995
E. Davisson Hardman, Jr.
President

By: /s/Lawrence Volpe Date: March 31, 1995
Lawrence Volpe
Controller
(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

DEAN WITTER REALTY YIELD PLUS INC.
Managing General Partner

/s/William B. Smith Date: March 31, 1995
William B. Smith
Chairman of the Board of Directors

/s/E. Davisson Hardman, Jr. Date: March 31, 1995
E. Davisson Hardman, Jr.
Director

/s/Lawrence Volpe Date: March 31, 1995
Lawrence Volpe
Director

/s/Ronald T. Carman Date: March 31, 1995
Ronald T. Carman
Director

<ARTICLE> 5
<LEGEND>
Registrant is a limited partnership which invests in real estate,
participating mortgage loans,and real estate joint ventures. In accordance
with industry practice, its balance sheet is unclassified. For full
information, refer to the accompanying unaudited financial statements.
</LEGEND>
<CIK> 0000810116
<NAME> DEAN WITTER REALTY YIELD PLUS, LP

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 9,772,726
<SECURITIES> 0
<RECEIVABLES> 806,173
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 195,810,917<F1>
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 102,530,395<F2>
<TOTAL-LIABILITY-AND-EQUITY> 195,810,917<F3>
<SALES> 0
<TOTAL-REVENUES> 29,051,935<F4>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 18,035,223
<LOSS-PROVISION> 1,711,683
<INTEREST-EXPENSE> 5,280,383
<INCOME-PRETAX> 4,024,646
<INCOME-TAX> 0
<INCOME-CONTINUING> 4,024,646
<DISCONTINUED> 0
<EXTRAORDINARY> 626,375
<CHANGES> 0
<NET-INCOME> 4,651,021
<EPS-PRIMARY> .47<F5>
<EPS-DILUTED> 0
<FN>
<F1>
In addition to cash and receivables, total assets include net investments
in real estate of $162,554,659, net investments in participating mortgage
and other secured loans of $19,584,348, net deferred expenses of $1,488,502
and other assets of $1,604,509.
<F2>Represents partners' capital.
<F3>Liabilities include mortgage notes payable of $57,714,877, minority
interests of $19,873,023, loans payable to bank of $9,350,557 and accounts
payable and other liabilities of $6,342,065.
<F4>Total revenue includes rent of $24,937,731, interest on participating
mortgage loans of $2,588,341, interest on short-term investments of
$369,191 and other revenue of $1,156,672.
<F5>Represents net income per Unit of limited partnership interest.
</FN>

</TABLE>