DEAN WITTER REALTY YIELD PLUS II LP, 10-K, 1997-03-31

DEAN WITTER REALTY YIELD PLUS II LP
10-K, 1997-03-31
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, 1996

[ ] 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

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 1 of 32
<PAGE>
PART I.

ITEM 1. BUSINESS

The Registrant, Dean Witter Realty Yield Plus II, L.P. (the
"Partnership"), is a limited partnership formed in February 1988
under the laws of the State of Delaware for the purpose of investing
in income- producing commercial and industrial properties.

The Managing General Partner of the Partnership is Dean Witter
Realty Yield Plus II 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 II, L.P., a Delaware limited
partnership, the general partner of which is the Managing General
Partner. 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 below in the financial statements in Item 8 and in Item 13.

The Partnership issued 173,164 units of limited partnership interest
(the "Units") for $86,582,000. The offering has been terminated and
no additional Units will be sold.

The proceeds from the offering were used to make investments in
three participating mortgage loans and land leases secured by
interests in three office buildings, one industrial property, and an
office and parking garage complex. The Partnership subsequently
acquired the real estate securing all but one of the foregoing loans
through foreclosure or 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. 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 in the vicinities in
which they are located. Further information regarding competition
and market conditions where the Partnership's properties are located
is set forth in Item 7 below.

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.

As of December 31, 1996, the Partnership owned directly or through
a partnership interest the following three interests in real estate
and a real estate loan. Generally, the leases pertaining to the
properties provide for pass-throughs to the tenants of their pro-
rata share of certain operating expenses. In the opinion of the
Managing General Partner, all of the properties are adequately
covered by insurance.
<TABLE>
<CAPTION>
Year(s) Initial Net Rentable
Completed/ Investment Area
Property, location and type Acquired ($000) (000 sq. ft.) Type of Investment
<S> <C> <C> <C> <C>
2600 Michelson Drive
Irvine, CA 1986/1988 $34,300 392 A 49.19% general part-
Three office buildings nership interest in
a partnership which
holds fee ownership
of land and improve-
ments.1

Century Alameda Distribution 1989,90/1988 $12,400 464 Fee interest in
Center, building and leasehold
Lynwood, CA interest in land.
Industrial building

One Congress Street, 1990,91/1989 $24,850 office-246 42% of a permanent
Boston, MA retail-37 second mortgage loan.2
Office building and garage
</TABLE>

1. Dean Witter Realty Yield Plus, L.P. ("Yield Plus"), an affiliate
of the Partnership, owns the remaining 50.81% general
partnership interest. The total initial investment in the
property was approximately $71 million.

2. Yield Plus provided the remaining 58% of the loan.

Average occupancy and effective annual rent per square foot at the
properties in which the Partnership has an ownership interest were
as follows:
<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Century Alameda
Average occupancy 100% 100% 72% 100% 100%
Effective annual rent per square foot $ 3.12 $ 3.46 $ 2.94 $ 3.01 $ 3.81

2600 Michelson Drive
Average occupancy 92% 92% 72% 83% 76%
Effective annual rent per square foot $16.82 $15.75 $13.75 $16.21 $17.78
</TABLE>
<TABLE>
Future lease expiration data are as follows (dollar amounts and square footage in thousands):
<CAPTION>

Century Alameda 2600 Michelson Drive

No. of % of No. of % of
Tenant Square Annual Total Tenant Square Annual Total
Leases Footage Base Rent Base Leases Footage Base Rent Base
Year Expiring Expiring Expiring1 Rent Expiring Expiring Expiring1 Rent
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1997 1 103 $272 20 6 201 $ 330 5
1988 - - - - 12 101 2,320 40
1999 - - - - 13 76 1,273 35
2000 - - - - 6 36 717 30
2001 - - - - 3 26 459 34
2002 - - - - 1 86 1,084 100
2003 - - - -
2004 - - - -
2005 1 309 854 81
2006 - - - -
2007 1 61 196 100

</TABLE>

1 Represents annualized base rent amount at the time of lease expiration.

Three tenants occupy the Century Alameda property. Goldenberg
Plywood, a manufacturer and distributor of home improvement
products, occupies approximately 309,000 square feet (65% of the
property) under a lease which expires in 2005, subject to extension
at the tenant's option for 5 years at the then-current market rent.
Rent per annum is approximately $854,000. Tools Exchange, a tools
distributor, occupies approximately 103,000 square feet (22% of the
property) under a lease which expires in 1997, subject to extension
at the tenant's option for one 5-year term at 95% of the then-
current market rent. Rent per annum is approximately $272,000.
California Feather & Down, a home furnishings distributor, occupies
approximately 61,000 square feet (13% of the property) under a lease
which expires in 2007. Rent per annum is approximately $196,000.

Most of the tenants at the 2600 Michelson property are providers of
financial services. The only tenant occupying more than 10% of the
space is Newport Management Corporation, a subsidiary of AVCO
Financial Services Corporation, which has guaranteed the lease.
Newport occupies approximately 86,000 square feet (22% of the
property) under a lease which expires in 2002, subject to extension
at the tenant's option for two 3-year terms at 95% of the then-
current market rent. The tenant has a one-time option to cancel the
lease in 1999 upon payment of a termination fee.

Leases at both of the properties generally provide for fixed minimum
rents with rental escalation and/or expense reimbursement clauses.

The Federal tax basis of the Century Alameda property is
approximately $13.5 million. The building is depreciated on the
straight-line method over a period of 31.5 years. Real estate taxes
in 1996 totalled approximately $87,000 and were assessed at a rate
of $1.02 per $1,000 of assessed valuation.

The Federal tax basis of the 2600 Michelson Drive property is
approximately $48.9 million. The building is depreciated on the
straight-line method over a period of 31.5 years. Real estate taxes
in 1996 totalled approximately $622,000 and were assessed at a rate
of $1.47 per $1,000 of assessed valuation.

Each property was built with on-site parking facilities.

An affiliate of Realty is the property manager for 2600 Michelson
Drive and the Century Alameda Distribution Center.

Further information relating to the Partnership's properties is
included in Item 7 and Notes 4 and 5 to the financial statements in
Item 8 below.

ITEM 3. LEGAL PROCEEDINGS

On December 27, 1995, a purported class action lawsuit (the "Grigsby
Action") naming various public real estate partnerships sponsored by
Realty (including the Partnership and its Managing General Partner
and Associate General Partner), Realty, Dean Witter Reynolds Inc.
("DWR") and others as defendants was filed in Superior Court in
California. The complaint alleged fraud, negligent
misrepresentation, intentional and negligent breach of fiduciary
duty, unjust enrichment and related claims and sought compensatory
and punitive damages in unspecified amounts and injunctive and other
equitable relief. The defendants removed the case to the United
States District Court for the Southern District of California.
Pursuant to an order of the U.S. District Court for the southern
District of California entered May 24, 1996, the Grigsby Action was
transferred to the U.S. District Court for the Southern District of
New York.

On February 14, 1996, a purported class action lawsuit (the
"Schectman Action") naming various public real estate partnerships
sponsored by Realty (including the Partnership and its Managing
General Partner), Realty, Dean Witter, Discover & Co. ("DWD") and
DWR as defendants was filed in the Chancery Court of Delaware for
New Castle County (the "Delaware Chancery Court"). On February 23,
1996, a purported class action lawsuit (the "Dosky Action") naming
various public real estate partnerships sponsored by Realty
(including the Partnership and its Managing General Partner),
Realty, DWD, DWR and others as defendants was filed in the Delaware
Chancery Court. On February 29, 1996, a purported class action
lawsuit (the "Segal Action') naming various public real estate
partnerships sponsored by Realty (including the Partnership and its
Managing General Partner), Realty, DWR, DWD and others as defendants
was filed in the Delaware Chancery Court. On March 13, 1996, a
purported class action lawsuit (the "Young Action") naming the
partnership, other unidentified limited partnerships, DWD, DWR and
others as defendants was filed in the Circuit Court for Baltimore
City in Baltimore, Maryland. The defendants removed the Young
Action to the United States District Court for the District of
Maryland.

Thereafter, the Schectman Action, the Dosky Action and the Segal
Action were consolidated in a single action (the "Consolidated
Action") in the Delaware Chancery Court. The Young Action was
dismissed without prejudice. The plaintiffs in the Young Action and
the Grigsby Action joined the Consolidated Action. The Grigsby
Action remains stayed indefinitely subject to being reopened for
good cause.

On October 7, 1996, the plaintiffs in the Consolidated Action filed
a First Consolidated and Amended Class Action Complaint naming
various public real estate partnerships sponsored by Realty
(including the Partnership and its Managing General Partner),
Realty, DWD, DWR and others as defendants. This complaint alleges
breach of fiduciary duty and seeks an accounting of profits,
compensatory damages in an unspecified amount, possible liquidation
of the Partnership under a receiver's supervision and other
equitable relief. The defendants filed a motion to dismiss this
complaint on December 10, 1996.

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 if a suitable buyer can be located.

As of March 17, 1997, there were 8,071 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").
The Managing General Partner was obligated to (a) defer receipt of
its share of distributable net cash flow, and (b) contribute
additional capital to the Partnership, sufficient to fund any
shortfalls between cash flow and a 7.5% annual distribution rate to
Limited Partners during the offering period (which ended March
1990), and the twelve quarters thereafter. During the offering
period, the Managing General Partner deferred receipt of
distributions totalling $3,713,000, but was not required to make any
additional capital contributions. Thereafter, the Managing General
Partner contributed a total of $4,807,069 with respect to the twelve
quarters ended March 31, 1993.

During the year ended December 31, 1996, the Partnership paid
quarterly cash distributions aggregating $12.50 per Unit to Limited
Partners. The total distribution was $2,405,056, with $2,164,550
distributed to the Limited Partners and $240,506 distributed to the
General Partners. During the year ended December 31, 1995, the
Partnership paid quarterly cash distributions aggregating $16.25 per
Unit to Limited Partners. The total distribution amounted to
$3,126,572, with $2,813,915 distributed to the Limited Partners and
$312.657 distributed to the General Partners.

On January 29, 1997, the Partnership paid the fourth quarter
distribution of $3.125 per Unit to the Limited Partners. The cash
distribution aggregated $601,236 with $541,112 distributed to the
Limited Partners and $60,124 distributed to the General Partners.

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

Sale or financing proceeds will be distributed, to the extent
available: 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 an amount equal to (i) any portion
of their share of net cash flow previously deferred and not
distributed, and (ii) any additional capital contributions made by
the Managing General Partner to fund distributions to the Limited
Partners in respect of the 7.5% minimum annual return described
above; and third, 85% to the Limited Partners and 15% to the General
Partners. To date, the Partnership has not distributed 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.

ITEM 6. SELECTED FINANCIAL DATA
<TABLE>

The following sets forth a summary of selected financial data for
the Partnership:
<CAPTION>
DEAN WITTER REALTY YIELD PLUS II, L.P.

Years ended December 31, 1996, 1995, 1994, 1993 and 1992

19961 1995 1994 19931 1992
<S> <C> <C> <C> <C> <C>
Total revenues $ 4,073,429 $ 4,790,945 $ 4,232,379 $ 5,104,420 $ (6,910,371)2

Net income (loss) $ 1,013,115 $ 3,445,931 $ 2,396,809 $(6,602,459) $(10,632,326)2, 3

Net income (loss) per
Unit of limited
partnership interest $5.27 $17.91 $12.46 $(33.75) $(61.40)

Cash distribution paid
per Unit of limited
partnership interest4 $12.50 $16.25 $20.00 $28.75 $37.50

Total assets at
December 31 $43,004,012 $44,487,504 $44,411,118 $45,659,620 $ 55,657,048
</TABLE>

1. Revenues and loss include a $1.5 million and $9.8 million
loss on impairment in 1996 and 1993, respectively, on the One
Congress Street participating mortgage loan. 1996 revenues
and loss also include reserves of $.5 million on accrued but
unpaid interest. (See item 7 and Note 4 to the financial
statements.)

2. Includes the Partnership's $11.9 million share of loss on
impairment of its interest in the 2600 Michelson Drive property.

3. Includes a $2.2 million loss on impairment of the Century
Alameda property.

4. Distributions paid to Limited Partners include a return of
capital per Unit of limited partnership interest of $12.50,
$16.25, $20.00, $28.75 and $37.50 for the years ended December
31, 1996, 1995, 1994, 1993 and 1992, respectively, calculated as
the excess of cash distributed per Unit over accumulated
earnings per Unit not previously distributed.

The above financial data should be read in conjunction with the
financial statements and the related notes appearing in Item 8.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

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

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

In many regions of the country, continued restraint of new office
construction and steady leasing have reduced supply in office
markets and, in certain areas, property values and rental rates are
rising. Generally, suburban office markets are faring better than
downtown markets in major cities. Generally, new construction
remains low by historic standards, and is primarily on a build-to-
suit basis. Currently, the office vacancy level in Boston (the
location of One Congress Street) is approximately 9%. The relative
absence of office construction and growth in demand from high
technology and professional service firms has recently resulted in
an absorption of office space and an increase in rental rates in the
class A office market in market Orange County, CA (the location of
2600 Michelson Drive). The overall economic recovery and a lack of
warehouse construction over the past several years is benefiting
industrial properties such as the Century Alameda Distribution
Center. Demand has remained strong for modern high quality space
and well-located industrial properties.

The Partnership's liquidity depends upon the cash flow from
operations of its real estate investments, interest on the
participating mortgage loan and expenditures for tenant improvements
and leasing commissions in connection with the leasing of space. In
1996, both the Century Alameda property and the Michelson joint
venture generated positive cash flow from operations, and it is
anticipated that they will continue to do so in 1997. As described
below and in Note 4 to the consolidated financial statements, the
borrower on the One Congress Street property is in Chapter 11
bankruptcy proceedings and did not pay approximately $470,000 of its
minimum debt service in the fourth quarter of 1996.

As of December 31, 1996, the Partnership has commitments to fund
approximately $171,000 to DW Michelson Associates, primarily for
lease-related capital expenditures.

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

During the year ended December 31, 1996, Partnership cash flows from
operations and distributions from DW Michelson Associates exceeded
distributions to investors, capital expenditures and contributions
to DW Michelson Associates.
The Partnership's participating mortgage loan is secured by the One
Congress Street property. The General Services Administration
("GSA"), the sole tenant of the office space at the property,
vacated approximately 30% of the space at the property in August
1996, and the lease on its remaining space expires in August 1997.
On October 15, 1996, the owner/borrower filed a voluntary petition
under Chapter 11 of the U.S. bankruptcy code. During the fourth
quarter of 1996, the owner/borrower failed to pay interest on the
loan of approximately $470,000. See Note 4 to the consolidated
financial statements.

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

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

The extent to which Partnership cash flow from the One Congress
Street property will be reduced in 1997 can not be determined at
this time. It is possible that the cash from One Congress Street
along with Partnership cash flow from operations and distributions
from the joint venture will be insufficient to fund Partnership cash
needs. If this were to occur, the Partnership might need to fund a
portion of distributions to investors, capital expenditures and
contributions to its joint ventures from cash reserves, or to reduce
cash distributions.

On January 29, 1997, the Partnership paid a cash distribution of
$3.125 per Unit to the Limited Partners. The cash distribution
aggregated $601,236, with $541,112 distributed to the Limited
Partners and $60,124 distributed to the General Partners.

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 year
ended December 31, 1996 compared to 1995, and for 1995 compared to
1994 were primarily attributable to the following:

Interest on the participating mortgage loan decreased in 1996
compared to 1995 due to reserves of accrued but uncollected interest
as described above in "Liquidity and Capital Resources".

Rental income increased in 1995 compared to 1994 because Goldenberg
Plywood leased approximately an additional 28% of the property's
space, which had been vacant from April 1994 until July 1995. Lease
terms on all the space leased by Goldenberg were changed requiring
a one-time adjustment to the straight-line rent accrual which also
increased rental revenue in 1995. Rental income decreased in 1996
compared to 1995 primarily because of the absence of the above-
described adjustment, partially offset because Goldenberg occupied
65% of the property during all of 1996.

Equity in earnings of unconsolidated partnership decreased in 1996
compared to 1995 primarily because the real estate tax refund
received in 1995 was greater than that received in 1996. Equity in
earnings increased in 1995 compared to 1994 because 22% of the
property's vacant space was leased to Newport Management Corp., and
because of lower 1995 property operating expenses (resulting from a
significant refund of prior year real estate taxes). The increase
was partially offset by higher depreciation and amortization on
expenditures for tenant improvements and leasing commissions.

No individually significant factor accounted for the increase in
property operating expenses from 1995 to 1996. Property operating
expenses decreased in 1995 compared to 1994 primarily due to the
absence in 1995 of provisions made in 1994 for uncollectible rents
from a large tenant that was evicted from the Century Alameda
property in April 1994.

The loss on impairment of the participating mortgage loan consists
of the provision for loss on the One Congress Street loan in 1996.

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

There has been no significant new construction in the industrial
building market in Lynwood, California, the location of the Century
Alameda Distribution Center. Space in this market is being absorbed
at a slow and steady pace, and the current vacancy rate is 9.5%.
During 1996, average occupancy at the property was 100%, and at
December 31, 1996 and 1995, the property was 100% leased to 3
tenants. The leases of Goldenberg Plywood (for approximately 65% of
the property's space), Tools Exchange (for approximately 22% of the
property's space) and California Feather and Down (for approximately
13% of the space) expire in 2005, 1997 and 2007, respectively.

During 1996, the market vacancy rate for Class A office space in
Irvine, California, the location of 2600 Michelson Drive, decreased
from 18% to 16% because the steady absorption of space and the lack
of new construction are leading to a decrease in the amount of
available quality office space. Rental rates have also recently
begun to increase in this market. During 1996, average occupancy at
the property was 92%, and, at December 31, 1996, occupancy was 93%
vs. 92% at the prior year-end. The lease of Newport Management
Corporation (a subsidiary of AVCO Financial) for approximately 22%
of the property's space expires in 2002. There are no other tenants
occupying more than 10% of the property's space. Leases covering
approximately 33% and 28% of the space expire in 1998 and 1999,
respectively.

In 1996, the office vacancy level in the Boston office market, the
location of One Congress Street, decreased from 10% to 9%. Although
this market continues to tighten, rental rates have not increased
significantly. As discussed above, GSA vacated approximately 70,000
square feet of the property's office space in August 1996 and its
lease on the remaining space terminates in August 1997. As a result
of GSA's partial vacancy occupancy at the office space decreased
from 100% to 70% in 1996 vs. average occupancy of 100% in 1995. In
both 1996 and 1995, the retail space, which is not a significant
portion of the overall space, remained substantially vacant.

Inflation

Inflation has been consistently low during the periods presented in
the financial statements and, as a result, has not had a significant
effect on the operations of the Partnership or its properties.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

DEAN WITTER REALTY YIELD PLUS II, L.P.

INDEX

(a) Financial statements

Independent Auditors' Report
Balance Sheets at December 31, 1996 and 1995
Statements of Operations for the years ended December 31,
1996, 1995 and 1994
Statements of Partners' Capital for the years
ended December 31, 1996, 1995 and 1994
Statements of Cash Flows for the years ended December 31,
1996, 1995 and 1994
Notes to Financial Statements

(b) Financial statement schedule

Real Estate and Accumulated Depreciation III

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 financial statements or notes thereto.
<PAGE>

Independent Auditors' Report

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

We have audited the accompanying balance sheets of Dean Witter
Realty Yield Plus II, L.P. (the "Partnership") as of December 31,
1995 and 1994, and the related statements of operations, partners'
capital and cash flows for each of the three years in the period
ended December 31, 1996. Our audits 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 these financial statements and the financial statement
schedule 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 financial statements referred to above present
fairly, in all material respects, the financial position of Dean
Witter Realty Yield Plus II, L.P. as of December 31, 1996 and 1995,
and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 1996, in conformity
with generally accepted accounting principles. Also, in our
opinion, financial statement schedule III, when considered in
relation to the basic 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 27, 1997<PAGE>
<TABLE>
DEAN WITTER REALTY YIELD PLUS II, L.P.

BALANCE SHEETS

December 31, 1996 and 1995
<CAPTION>

1996 1995

ASSETS
<S> <C> <C>
Investment in participating mortgage loan, net of
allowance of $11,264,750 and $9,787,750 $13,755,767 $15,232,767

Investment in unconsolidated partnership 19,166,087 19,566,955

Building, at cost, net of accumulated depreciation of
$1,012,772 and $824,572 6,291,854 6,268,052

Cash and cash equivalents 2,963,298 2,233,451

Deferred expenses, net 561,626 775,682

Other assets 265,380 410,597

$43,004,012 $44,487,504

LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and other liabilities $ 205,676 $ 297,227

Security deposits 97,919 97,919

303,595 395,146

Partners' capital:
General partners 3,605,746 3,744,941
Limited partners ($500 per Unit, 173,164 Units issued) 39,094,671 40,347,417

Total partners' capital 42,700,417 44,092,358

$43,004,012 $44,487,504

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

STATEMENTS OF OPERATIONS
<CAPTION>
Years ended December 31, 1996, 1995 and 1994

1996 1995 1994
<S> <C> <C> <C>
Revenues:
Interest on participating mortgage loan $1,520,481 $1,988,000 $2,010,701
Rental 1,475,990 1,635,640 1,389,548
Equity in earnings of unconsolidated partnership 946,761 1,064,862 710,288
Interest and other 130,197 102,443 121,842
4,073,429 4,790,945 4,232,379

Expenses:
Property operating 817,877 662,219 1,132,495
Depreciation and amortization 402,256 377,320 392,000
General and administrative 363,181 305,475 311,075
Loss on impairment of participating mortgage loan 1,477,000 - -
3,060,314 1,345,014 1,835,570

Net income $1,013,115 $3,445,931 $2,396,809

Net income allocated to:
Limited partners $ 911,804 $3,101,338 $2,157,128
General partners 101,311 344,593 239,681
$1,013,115 $3,445,931 $2,396,809

Net income per Unit of limited partnership
interest $5.27 $17.91 $12.46

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

STATEMENTS OF PARTNERS' CAPITAL

<CAPTION>
Years ended December 31, 1996, 1995 and 1994

Limited General
Partners Partners Total
<S> <C> <C> <C>
Partners' capital at January 1, 1994 $41,366,145 $3,858,133 $45,224,278

Net income 2,157,128 239,681 2,396,809

Cash distributions (3,463,279) (384,809) (3,848,088)

Partners' capital at December 31, 1994 40,059,994 3,713,005 43,772,999

Net income 3,101,338 344,593 3,445,931

Cash distributions (2,813,915) (312,657) (3,126,572)

Partners' capital at December 31, 1995 40,347,417 3,744,941 44,092,358

Net income 911,804 101,311 1,013,115

Cash distributions (2,164,550) (240,506) (2,405,056)

Partners' capital at December 31, 1996 $39,094,671 $3,605,746 $42,700,417

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

STATEMENTS OF CASH FLOWS
<CAPTION>
Years ended December 31, 1996, 1995 and 1994

1996 1995 1994
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 1,013,115 $ 3,445,931 $ 2,396,809
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 402,256 377,320 392,000
Equity in earnings of unconsolidated partnership (946,761) (1,064,862) (710,288)
Loss on impairment of participating mortgage loan 1,477,000 - -
Decrease (increase) in operating assets:
Deferred expenses - (210,272) (177,646)
Other assets 145,217 (334,773) (21,696)
(Decrease) increase in operating liabilities:
Accounts payable and other liabilities (91,551) (240,224) 244,777
Security deposits - (2,749) (42,000)

Net cash provided by operating activities 1,999,276 1,970,371 2,081,956

Cash flows from investing activities:
Additions to building and improvements (212,002) - -
Contributions to unconsolidated partnership (949,484) (489,992) (989,425)
Distributions from unconsolidated partnership 2,297,113 1,821,753 1,357,785

Net cash provided by investing activities 1,135,627 1,331,761 368,360

Cash flows from financing activities:
Cash distributions (2,405,056) (3,126,572) (3,848,088)

Net cash used in financing activities (2,405,056) (3,126,572) (3,848,088)

Increase (decrease) in cash and cash equivalents 729,847 175,560 (1,397,772)

Cash and cash equivalents at beginning of year 2,233,451 2,057,891 3,455,663

Cash and cash equivalents at end of year $ 2,963,298 $ 2,233,451 $ 2,057,891

See accompanying notes to financial statements.
/TABLE
<PAGE>
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 to invest in the development and operation of
income-producing commercial and industrial properties. 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 issued 173,164 units of limited partnership interest
(the "Units") for $86,582,000. No additional Units will be sold.

2. Summary of Significant Accounting Policies

The Partnership's records are maintained on the accrual basis of
accounting for financial reporting and tax purposes. The
preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.

The Partnership's 49.19% interest in DW Michelson Associates is
accounted for on the equity method.

Real estate, all of which was acquired in settlement of loans, was
recorded at the lower of the book value of the investment or
estimated fair value of the property at the date of foreclosure.
Costs of improvements to the properties are capitalized and repairs
are expensed. Depreciation is recorded on the straight-line method.

At least annually, and more often if circumstances dictate, the
Partnership evaluates the recoverability of the net carrying value
of its real estate and any related assets, including the real estate
and related assets owned by the partnership in which the Partnership
has an equity investment. As part of this evaluation, the
Partnership assesses, among other things, whether there has been a
significant decrease in the market value of any of its properties.
If events or circumstances indicate that the net carrying value of
a property may not be recoverable, the expected future net cash
flows from the property are estimated for a period of approximately
five years (or a shorter period if the Partnership expects that the
property may be disposed of sooner), along with estimated sales
proceeds at the end of the period. If the total of these future
undiscounted cash flows were less than the carrying amount of the
property, the property would be written down to its fair value as
determined (in some cases with the assistance of outside real estate
consultants) based on discounted cash flows, and a loss on
impairment recognized by a charge to earnings. The Partnership's
accounting policy complies with Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of".

The Partnership also periodically evaluates the collectibility of
both interest and principal of its investment in participating
mortgage loan to determine whether it is impaired. The mortgage
loan is considered to be impaired when, based on current information
and events, it is probable that the Partnership will be unable to
collect all amounts due according to the existing contractual terms
of the loan. When the mortgage loan is considered to be impaired,
the Partnership establishes a valuation allowance equal to the
difference between a) the carrying value of the loan, and b) the
present value of the expected cash flows from the loan at its
effective interest rate, or, for practical purposes, at the
estimated fair value of the real estate collateralizing the loan.
The Partnership's accounting policy complies with Statements of
Financial Accounting Standards No. 114 and No. 118 with respect to
accounting by creditors for impairment of a loan.

Because the determination of fair value is based upon projections of
future economic events such as property occupancy rates, rental
rates, operating cost inflation and market capitalization rates
which are inherently subjective, the amounts ultimately realized at
disposition may differ materially from the net carrying value as of
December 31, 1996. The cash flows used to evaluate the
recoverability of the assets and to determine fair value are based
on good faith estimates and assumptions developed by the Managing
General Partner. Unanticipated events and circumstances may occur
and some assumptions may not materialize; therefore actual results
may vary from the estimates and the variances may be material. The
Partnership may provide additional write-downs, which could be
material, in subsequent years if real estate markets or local
economic conditions change.

Cash and cash equivalents consist of cash and highly liquid
investments with maturities, when purchased, of three months or
less.

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

Rental income is accrued on a straight-line basis over the terms of
the leases. Accruals in excess of amounts payable by tenants
pursuant to their leases (resulting from rent concessions or rents
which periodically increase over the term of a lease) are recorded
as receivables and included in other assets.

Net income per Unit amounts are calculated by dividing net income
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 $41 million higher than the amounts reported for
financial statement purposes at December 31, 1996.

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. However, during the offering period (which ended in March
1990) and the twelve quarters thereafter, the Managing General
Partner was obligated to (a) defer receipt of its share of
distributable net cash flow, which totaled $3,713,000; and (b)
contribute additional capital to the Partnership sufficient to fund
the difference between cash flow and a 7.5% annual distribution rate
to Limited Partners, a total of $4,807,069.

Distributions paid to limited partners include a return of capital
per Unit of limited partnership interest of $12.50, $16.25 and
$20.00 for the years ended December 31, 1996, 1995 and 1994,
respectively calculated as the excess of cash distributed per Unit
over accumulated earnings per Unit not previously distributed.

4. Investment in Participating Mortgage Loan

One Congress Street, Boston, Massachusetts

The Partnership and Dean Witter Realty Yield Plus, L.P. ("Yield
Plus"), an affiliate, made a $59.2 million participating second
mortgage loan on the One Congress Street building. Base interest is
payable at 8% and the first $250,000 of net revenues in any calendar
year from the property is payable as additional interest. The
Partnership and Yield Plus also own a 58% interest in adjusted net
revenue and capital proceeds generated by the property.

The Partnership and Yield Plus have fully funded their loan
commitments of $24.85 and $34.35 million, respectively.

In 1993, the Partnership concluded that the value of the One
Congress Street property and the Partnership's loan were impaired.
Accordingly, as of December 31, 1993, the Partnership established an
allowance of $9,787,750 against the loan.

In August 1996, the General Services Administration ("GSA"), which
leased all of the office space at the property, vacated
approximately 70,000 square feet (approximately 30%) of the office
space) pursuant to its one-time cancellation option on a portion of
its space. The GSA's annual rent for this space approximated $2.5
million. The lease on GSA's remaining space at the property expires
in August 1997. The owner/borrower has a pending claim against the
GSA relating to the original construction of it space.

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

In October 1996, the owner/borrower defaulted on the participating
mortgage loan by failing to timely pay its debt service.
Thereafter, the Partnership and Yield Plus accelerated the loan and
attempted to take possession of the property. On October 15, 1996,
the owner/borrower filed a voluntary petition under Chapter 11 of
the U.S. Bankruptcy Code. The Partnership is currently attempting
to negotiate a settlement agreement with the owner/borrower. The
ultimate outcome of these negotiations and their effect on the
financial statements cannot be determined at this time. The
owner/borrower remains current on its debt service payments to its
first mortgage lender and the property's real estate taxes have been
paid.

The Partnership believes that during the period of the bankruptcy it
will be unable to collect its interest on the loan in full and that
the bankruptcy may adversely impact future leasing at the property.
Accordingly, the Partnership has determined that the loan is
impaired and has recorded an additional valuation allowance of
$1,477,000 to reduce the carrying value of the loan to its estimated
fair value, and has reserved accrued but unpaid interest of
approximately $470,000 as of December 31, 1996.

5. Investment in Unconsolidated Partnership

2600 Michelson Drive, Irvine, California

The property is owned by a subsidiary partnership of DW Michelson
Associates ("DW Michelson"), a general partnership owned 49.19% by
the Partnership and 50.81% by Yield Plus. An affiliate of the
developer of the property is obligated to DW Michelson on two
promissory notes (which originated in 1991) totalling approximately
$1.1 million. The notes are due December 31, 1999, bear interest at
8.5% per annum and require monthly payments of approximately
$15,000. Because of the uncertanity of their realization, the
principal amounts of these notes were not recognized in the
financial statements of DW Michelson. Payments of the promissory
notes are included in other income of DW Michelson when received and
are recognized by the Partnership in equity in earnings of
unconsolidated partnership.

Summarized financial information of DW Michelson is as follows:
<TABLE>
<CAPTION>

December 31,
1996 1995
Assets
<S> <C> <C>
Land and building, net $38,390,110 $38,541,189
Other 1,500,829 2,013,375

Total assets $39,890,939 $40,554,564

Liabilities and Partners' Capital

Liabilities $ 398,490 $ 249,328
Partners' capital 39,492,449 40,305,236

Total liabilities and partners' capital $39,890,939 $40,554,564
</TABLE>

Years ended December 31,
1996 1995 1994
<S> <C> <C> <C>
Revenues:
Rental $6,600,303 $6,181,349 $5,397,889
Other 41,640 289,477 153,536
6,641,943 6,470,826 5,551,425

Expenses:
Property operating 2,506,666 2,154,797 2,947,794
Depreciation and amortization 2,210,576 2,151,236 1,159,663
4,717,242 4,306,033 4,107,457

Net income $1,924,701 $2,164,793 $1,443,968

</TABLE>

The accounting policies of DW Michelson are consistent with those of the
Partnership.

6. Building

Century Alameda Distribution Center, Lynwood, CA

The building was acquired by deed-in-lieu of foreclosure in 1992.
The land underlying the building is leased from an unaffiliated
party. The current ground rent is approximately $547,000 a year,
subject to graduated increases until expiration of the lease in
2043.

7. Leases

Minimum future rental income under noncancellable operating leases
as of December 31, 1996 is as follows:

<TABLE>
<CAPTION>
Year ending December 31,
<S> <C> <C>
1997 $ 1,265,375
1998 1,050,621
1999 1,050,621
2000 1,050,621
2001 1,050,621
Thereafter 4,014,597
$ 9,482,456
</TABLE>

The Partnership has determined that all leases relating to its
properties are operating leases. Lease terms range from three to
ten years, and generally provide for fixed minimum rents with rental
escalation and/or expense reimbursement clauses.
8. Related Party Transactions

An affiliate of Realty provides property management services for
2600 Michelson Drive and the Century Alameda Distribution Center.
For the years ended December 31, 1996, 1995 and 1994, the affiliate
received property management fees of $129,896, $106,543 and
$101,626, respectively. These amounts are included in property
operating expenses.

Realty performs administrative functions and processes certain
investor tax information for the Partnership. For each of the three
years in the period ended December 31, 1996, the Partnership
incurred approximately $212,000, for these services. These amounts
are included in general and administrative expenses.

As of December 31, 1996, the affiliates were owed a total of
approximately $30,000 for these services.

9. Litigation

Various public partnerships sponsored by Dean Witter Realty Inc.
(including the Partnership and its Managing General Partner) are
defendants in purported class action lawsuits pending in state and
federal courts. The complaints allege a number of claims, including
breach of fiduciary duty, fraud and misrepresentation, and seek an
accounting of profits, compensatory and other damages in an
unspecified amount, possible liquidation of the Partnership under a
receiver's supervision and other equitable relief. The defendants
are vigorously defending these actions. It is impossible to predict
the effect, if any, the outcome of these actions might have on the
Partnership's financial statements.

10. Subsequent Event

On January 29, 1997, the Partnership paid a cash distribution of
$3.125 per Unit to Limited Partners. The cash distribution
aggregated $601,236 with $541,112 distributed to the Limited
Partners and $60,124 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 which 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 and Director
Ronald T. Carman Secretary and Director

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

William B. Smith, age 53, is a Managing Director of Dean Witter
Realty Inc. and has been with Dean Witter Realty Inc. since 1982.
He is an Executive Vice President of Dean Witter Reynolds Inc.

E. Davisson Hardman, Jr., age 47, is a Managing Director of Dean
Witter Realty Inc. and has been with Dean Witter Realty Inc. since
1982.

Lawrence Volpe, age 49, 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 45, is a Director and the Secretary of Dean
Witter Realty Inc. He is a Senior Vice President and Associate
General Counsel 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.

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 of $240,506, $312,652
and $384,809 during the years ended December 31, 1996, 1995 and
1994, respectively.

The directors and 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 directors and executive officers of the Managing General
Partner own the following Units as of March 17, 1997:
<TABLE>
<CAPTION>
Amount and
Nature of
Title of Class Name of Beneficial Owner Beneficial
Ownership
<S> <C> <C>
Limited All directors and executive *
Partnership officers of the Managing
Interests General Partner, as a group

</TABLE>
*Own, by virtue of ownership of limited partnership interests in the
Associate General Partner, less than 1% of the Units of the
Partnership.

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 officers and directors of the Managing General
Partner also own indirect 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 shall 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 the Managing General Partner. The limited partner of the
Associate General Partner is LSYP 88, L.P., a Delaware limited
partnership. Realty and certain current and former officers and
directors of the Managing General Partner are partners of LSYP 88,
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 General Partners and their affiliates were paid certain fees and
reimbursed for certain expenses. Information concerning such fees
and reimbursements is contained in Note 8 to the Financial
Statements in Item 8 above. The Partnership believes that the
payment of fees and the reimbursement of expenses to the General
Partners and their affiliates are on terms as favorable as would be
obtained from unrelated third parties.

The One Congress Street property was developed by a partnership
between a Maryland-based developer and an entity comprised of former
Realty executives.

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

(3)(a) Amended and Restated Agreement of Limited Partnership
dated as of June 24, 1988 set forth in Exhibit A to the
Prospectus included in Registration Statement Number 33-
20475 is incorporated herein by reference.

(3)(b) Certificate of Limited Partnership dated as of June 24,
1988 set forth in Registration Statement Number 33-20475
is incorporated herein by reference.

(4)(a) Amended and Restated Agreement of Limited Partnership
dated as of June 24, 1988 set forth in Exhibit A to the
Prospectus included in Registration Statement Number 33-
20475 is incorporated herein by reference.

(4)(b) Certificate of Limited Partnership dated as of June 24,
1988 set forth in Registration Statement Number 33-20475
is incorporated herein by reference.

(10)(a) Partnership Agreement for DW Michelson Associates dated
March 14, 1988 was filed as Exhibit 10.1 (a) to
Amendment No. 1 to Registrant's Registration Statement
on Form S-11 and is incorporated herein by reference.

(10)(b) First Mortgage Promissory Note, dated April 26, 1989,
between the Government Center Garage Realty Trust Maker)
and Dean Witter Realty Yield Plus II, L.P. was filed as
Exhibit to Amendment No. 2 to Current Report on Form 8-K
on April 26, 1989 and is incorporated herein by
reference.

(10)(c) Construction Loan Agreement, dated April 26, 1989,
between Government Center Garage Realty Trust, as
Borrower and Dean Witter Realty Yield Plus, L.P. and
Dean Witter Realty Yield Plus II, L.P., as Lender was
filed as Exhibit to Amendment No. 2 to Current Report on
Form 8-K on April 26, 1989 and is incorporated herein by
reference.

(10)(d) Intercreditor Agreement among Dean Witter Realty Yield
Plus, L.P., and Realty Management Services Inc. dated as
of April 26, 1989 was filed as Exhibit to Amendment No.
2 to Current Report on Form 8-K on April 26, 1989 and is
incorporated herein by reference

(10)(e) First Amendment to Construction Loan Agreement dated
October 12, 1989 between Government Center Garage Realty
Trust, as Borrower and Dean Witter Realty Yield Plus,
L.P. and Dean Witter Realty Yield Plus II, L.P., as
Lender. Filed as Exhibit 10(e) to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995
and incorporated by reference herein.

(10)(f) Amended and Restated Construction Loan/Office Loan
Promissory Note dated October 12, 1989 between
Government Center Garage Realty Trust (Maker) and Dean
Witter Realty Yield Plus II, L.P. (Holder). Filed as
Exhibit 10(f) to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995 and incorporated by
reference herein.
(10)(g) Second Amendment to Construction Loan Agreement dated
June 22, 1990 between Government Center Garage Realty
Trust, as Borrower and Dean Witter Realty Yield Plus,
L.P. and Dean Witter Realty Yield Plus II, L.P., as
Lender. Filed as Exhibit 10(g) to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995
and incorporated by reference herein.

(10)(h) First Amendment to Amended and Restated Construction
Loan/Office Loan Promissory Note dated June 22, 1990
between Government Center Garage Realty Trust (Maker)
and Dean Witter Realty Yield Plus II, L.P. (Holder).
Filed as Exhibit 10(h) to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1995 and
incorporated by reference herein.

(10)(i) Supplemental Loan Agreement dated September 20, 1993
between Government Center Garage Realty Trust, as
Borrower and Dean Witter Realty Yield Plus, L.P. and
Dean Witter Realty Yield Plus II, L.P., as Lender.
Filed as Exhibit 10(i) to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1995 and
incorporated by reference herein.

(10)(j) Second Amendment to Notes dated September 20, 1993
between Government Center Garage Realty Trust (Maker)
and Dean Witter Realty Yield Plus, L.P. and Dean Witter
Realty Yield Plus II, L.P., (Holders). Filed as Exhibit
10(j) to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995 and incorporated by
reference herein.

(27) Financial Data Schedule

(d) 1. Financial statements of GCGA Limited Partnership, owner
of an office building/parking garage located in Boston,
Massachusetts. To be filed when received from GCGA
Limited Partnership.

2. Financial statements of DW Michelson Associates, owner
of the Michelson office buildings located in Irvine,
California.
<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 II, L.P.

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

By: /s/E. Davisson Hardman, Jr. Date: March 26, 1997
E. Davisson Hardman, Jr.
President

By: /s/Lawrence Volpe Date: March 26, 1997
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 II INC.
Managing General Partner

/s/William B. Smith Date: March 26, 1997
William B. Smith
Chairman of the Board of Directors

/s/E. Davisson Hardman, Jr. Date: March 26, 1997
E. Davisson Hardman, Jr.
Director

/s/Lawrence Volpe Date: March 26, 1997
Lawrence Volpe
Director

/s/Ronald T. Carman Date: March 26, 1997
Ronald T. Carman
Director

<PAGE>
<TABLE>
SCHEDULE III

DEAN WITTER REALTY YIELD PLUS II, L.P.

Real Estate and Accumulated Depreciation
<CAPTION>
December 31, 1996

Initial cost to Partnership (A)

Costs
Capitalized
Building and Subsequent to
Description Land Improvements Total Acquisition
<S> <C> <C> <C> <C>
Lynwood, CA $ - $ 9,321,476 $9,321,476 $ 212,002

Carried at End of Period (B)

Loss
on Impairment Building and
Description of Real Estate Land Improvements Total

Lynwood, CA $(2,228,852) $ - $ 7,304,626 $ 7,304,626

Life on which
Depreciation
in Latest Income
Accumulated Date of Date Statement is
Description Depreciation(C) Construction Acquired Computed

Lynwood, CA $ 1,012,772 1989 October 1991 40 years

</TABLE>

Notes:

(A) The property is not encumbered by long term debt. The basis in the
property for financial reporting purposes is net of loss on foreclosure
of real estate. The loss on foreclosure does not reduce the basis for
federal income tax purposes.

<TABLE>
(B) Reconciliation of real estate owned
<CAPTION>
1996 1995 1993
<S> <C> <C> <C>
Balance at beginning of period $7,092,624 $7,092,624 $7,092,624

Additions (deletions) during period:
Improvements 212,002 - -
Balance at end of period $7,304,626 $7,092,624 $7,092,624

Balance at beginning of period $ 824,572 $ 647,256 $ 469,940
Depreciation expense 188,200 177,316 177,316
Balance end of period $ 1,012,772 $ 824,572 $ 647,256

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

Year ended December 31, 1996

Exhibit Index

Exhibit No. Description

(3)(a) Amended and Restated Agreement of Limited
Partnership dated as of June 24, 1988 set forth in
Exhibit A to the Prospectus included in Registration
Statement Number 33-20475 is incorporated herein by
reference.

(3)(b) Certificate of Limited Partnership dated as of June
24, 1988 set forth in Registration Statement Number
33-20475 is incorporated herein by reference.

(4)(a) Amended and Restated Agreement of Limited
Partnership dated as of June 24, 1988 set forth in
Exhibit A to the Prospectus included in Registration
Statement Number 33-20475 is incorporated herein by
reference.

(4)(b) Certificate of Limited Partnership dated as of June
24, 1988 set forth in Registration Statement Number
33-20475 is incorporated herein by reference.

(10)(a) Partnership Agreement for DW Michelson Associates
dated March 14, 1988 was filed as Exhibit 10.1 (a)
to Amendment No. 1 to Registrant's Registration
Statement on Form S-11 and is incorporated herein by
reference.

(10)(b) First Mortgage Promissory Note, dated April 26,
1989, between the Government Center Garage Realty
Trust Maker) and Dean Witter Realty Yield Plus II,
L.P. was filed as Exhibit to Amendment No. 2 to
Current Report on Form 8-K on April 26, 1989 and is
incorporated herein by reference.

(10)(c) Construction Loan Agreement, dated April 26, 1989,
between Government Center Garage Realty Trust, as
Borrower and Dean Witter Realty Yield Plus, L.P. and
Dean Witter Realty Yield Plus II, L.P., as Lender
was filed as Exhibit to Amendment No. 2 to Current
Report on Form 8-K on April 26, 1989 and is
incorporated herein by reference.

E1
<PAGE>
DEAN WITTER REALTY YIELD PLUS II,
L.P.

Year ended December 31, 1996

Exhibit Index

(continued)

Exhibit No. Description

(10)(d) Intercreditor Agreement among Dean Witter Realty
Yield Plus, L.P., and Realty Management Services
Inc. dated as of April 26, 1989 was filed as Exhibit
to Amendment No. 2 to Current Report on Form 8-K on
April 26, 1989 and is incorporated herein by
reference

(10)(e) First Amendment to Construction Loan Agreement dated
October 12, 1989 between Government Center Garage
Realty Trust, as Borrower and Dean Witter Realty
Yield Plus, L.P. and Dean Witter Realty Yield Plus
II, L.P., as Lender. Filed as Exhibit 10(e)
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995 and incorporated by
reference herein.

(10)(g) Second Amendment to Construction Loan Agreement
dated June 22, 1990 between Government Center Garage
Realty Trust, as Borrower and Dean Witter Realty
Yield Plus, L.P. and Dean Witter Realty Yield Plus
II, L.P., as Lender. Filed as Exhibit 10(g) to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995 and incorporated by
reference herein.

(10)(h) First Amendment to Amended and Restated Construction
Loan/Office Loan Promissory Note dated June 22, 1990
between Government Center Garage Realty Trust
(Maker) and Dean Witter Realty Yield Plus II, L.P.
(Holder). Filed as Exhibit 10(h) to Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1995 and incorporated by reference
herein.

E2<PAGE>
DEAN WITTER REALTY YIELD PLUS II,
L.P.

Year ended December 31, 1996

Exhibit Index

(continued)

Exhibit No. Description

(10)(i) Supplemental Loan Agreement dated September 20, 1993
between Government Center Garage Realty Trust, as
Borrower and Dean Witter Realty Yield Plus, L.P. and
Dean Witter Realty Yield Plus II, L.P., as Lender.
Filed as Exhibit 10(i) to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1995
and incorporated by reference herein.

(10)(j) Second Amendment to Notes dated September 20, 1993
between Government Center Garage Realty Trust
(Maker) and Dean Witter Realty Yield Plus, L.P. and
Dean Witter Realty Yield Plus II, L.P., (Holders).
Filed as Exhibit 10(j) Registrant's Annual Report on
Form 10-K for the year ended December 31, 1995 and
incorporated by reference herein.

(27) Financial Data Schedule

(99) Financial Statements of DW Michelson Associates,
owner of the Michelson office buildings located in
Irvine, California.

DW MICHELSON ASSOCIATES

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 1996 and 1995

INDEPENDENT AUDITORS' REPORT

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Partners of
DW Michelson Associates

We have audited the accompanying consolidated balance sheets of DW
Michelson Associates and consolidated partnership (the
"Partnership") as of December 31, 1996 and 1995, and the related
statements of operations, partners' capital, and cash flows for each
of the three years in the period ended December 31, 1996. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these
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 audits 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, such consolidated financial statements present
fairly, in all material respects, the financial position of DW
Michelson Associates and consolidated partnership as of December 31,
1996 and 1995, and the results of their operations and their cash
flows for each of the three years in the period ended December 31,
1996 in conformity with generally accepted accounting principles.

March 26, 1997
New York, New York

<PAGE>
<TABLE>
DW MICHELSON ASSOCIATES

CONSOLIDATED BALANCE SHEETS

December 31, 1996 and 1995
<CAPTION>

1996 1995

ASSETS
<S> <C> <C>
Cash and cash equivalents $ 107,262 $ 349,827

Real estate, at cost:
Land 4,080,416 4,080,416
Buildings and improvements 44,603,252 42,731,505
48,683,668 46,811,921
Accumulated depreciation 10,293,558 8,270,732
38,390,110 38,541,189

Deferred leasing commissions, net 763,736 893,955

Other assets 629,831 769,593

$39,890,939 $40,554,564

LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued liabilities $ 398,490 $ 249,328

Contingencies

Partners' capital 39,492,449 40,305,236

$39,890,939 $40,554,564

See accompanying notes to financial statements.
/TABLE
<PAGE>
<TABLE>
DW MICHELSON ASSOCIATES

CONSOLIDATED STATEMENTS OF OPERATIONS

Years ended December 31, 1996, 1995 and 1994
<CAPTION>

1996 1995 1994
<S> <C> <C> <C>
Revenue:
Rental $ 6,600,303 $ 6,181,349 $ 5,397,889
Interest 41,640 289,477 153,536
6,641,943 6,470,826 5,551,425

Expenses:
Property operating 2,128,564 1,641,804 2,277,502
General and administrative 286,382 271,690 259,518
Depreciation 2,022,826 1,928,929 1,118,383
Amortization 187,750 222,307 41,280
Other 91,720 241,303 410,774
4,717,242 4,306,033 4,107,457

Net income $ 1,924,701 $ 2,164,793 $ 1,443,968

See accompanying notes to financial statements.
/TABLE
<PAGE>
<TABLE>
DW MICHELSON ASSOCIATES

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL

Years ended December 31, 1996, 1995, and 1994
<CAPTION>

Dean Witter Dean Witter
Realty Yield Realty Yield
Plus, L.P. Plus II, L.P. Total
<S> <C> <C> <C>
Partners' capital at January 1, 1994 $20,664,622 $19,491,926 $40,156,548

Net income 733,680 710,288 1,443,968
Capital contributions 983,031 989,425 1,972,456
Distributions (1,368,614) (1,357,785) (2,726,399)

Partners' capital at December 31, 1994 21,012,719 19,833,854 40,846,573

Net income 1,099,931 1,064,862 2,164,793
Capital contributions 499,720 489,992 989,712
Distributions (1,874,089) (1,821,753) (3,695,842)

Partners' capital at December 31, 1995 20,738,281 19,566,955 40,305,236

Net income 977,940 946,761 1,924,701
Capital contributions 982,906 949,483 1,932,389
Distributions (2,372,764) (2,297,113) (4,669,877)

Partners' capital at December 31, 1996 $20,326,363 $19,166,086 $39,492,449

See accompanying notes to financial statements.
/TABLE
<PAGE>
<TABLE>
DW MICHELSON ASSOCIATES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31, 1996, 1995 and 1994
<CAPTION>

1996 1995 1994
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 1,924,701 $ 2,164,793 $ 1,443,968
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation 2,022,826 1,928,929 1,118,383
Amortization 187,750 222,307 41,280
(Increase) decrease in operating assets:
Deferred expenses (57,531) (567,380) (223,158)
Other assets 139,762 (320,224) (25,982)
Increase (decrease) in accounts payable
and accrued liabilities 149,162 25,954 31,642

Net cash provided by operating
activities 4,366,670 3,454,379 2,386,133

Cash flows from investing activities:
Additions to real estate (1,871,747) (421,083) (1,749,298)

Cash flows from financing activities:
Capital contributions 1,932,389 989,712 1,972,456
Cash distributions (4,669,877) (3,695,842) (2,726,399)

Net cash used in financing activities (2,737,488) (2,706,130) (753,943)

(Decrease) increase in cash and cash
equivalents (242,565) 327,166 (117,108)

Cash and cash equivalents at beginning of year 349,827 22,661 139,769

Cash and cash equivalents at end of year $ 107,262 $ 349,827 $ 22,661

See accompanying notes to financial statements.
/TABLE
<PAGE>
DW MICHELSON ASSOCIATES

NOTES TO FINANCIAL STATEMENTS

1. Organization

DW Michelson Associates (the "Partnership") was formed in March 1988
as a General Partnership under the laws of the state of California
to acquire interests in three office buildings and underlying land
located in Irvine, CA (the "Property").

The General Partners of the Partnership are Dean Witter Realty Yield
Plus, L.P. (50.81%) and Dean Witter Realty Yield Plus II, L.P.
(49.19%).

The Partnership Agreement provides that all cash flow, profits,
losses and credits of the Partnership shall be allocated to the
Partners' in proportion to their interests.

The Partnership owns a 90% general partnership interest in Michelson
Company Limited Partnership (which owns the Property); the remaining
10% limited partnership interest is owned by SC Enterprises ("SC"),
an affiliate of the developer of the Property. After a preferred
return to the Partnership, profits and cash flow shall be allocated
90% to the Partnership and 10% to SC. Losses are allocated 100% to
the Partnership. Through December 31, 1996, Michelson Company
Limited Partnership has not generated cash flow and profits to
satisfy the preferred return to the Partnership; accordingly, no
profits or cash flow have been allocated to SC.

2. Summary of Significant Accounting Policies

The financial statements include the accounts of the Partnership,
and Michelson Company Limited Partnership on a consolidated basis.

Real estate, which was acquired in settlement of a loan, was
recorded at the estimated fair value of the property at the date of
foreclosure. Costs of improvements to the Property are capitalized
and repairs are expensed. Depreciation is recorded on the straight-
line method.

At least annually, and more often if circumstances dictate, the
Partnership evaluates the recoverability of the net carrying value
of the Property and any related assets. As part of this evaluation,
the Partnership assesses, among other things, whether there has been
a significant decrease in the market value of the Property. If
events or circumstances indicate that the net carrying value of the
Property may not be recoverable, the expected future net cash flows
from the Property are estimated for a period of approximately five
years (or a shorter period if the Partnership expects that the
Property may be disposed of sooner), along with estimated sales
proceeds at the end of the period. If the total of these future
undiscounted cash flows were less than the carrying amount of the
Property, the Property would be written down to its fair value as
determined (in some cases with the assistance of outside real estate
consultants) based on discounted cash flows, and a loss on
impairment recognized by a charge to earnings. The Partnership's
accounting policy complies with Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of".

Because the determination of fair value is based upon projections of
future economic events such as property occupancy rates, rental
rates, operating cost inflation and market capitalization rates
which are inherently subjective, the amounts ultimately realized at
disposition may differ materially from the net carrying value as of
December 31, 1996. The cash flows used to evaluate the
recoverability of the assets and to determine fair value are based
on good faith estimates and assumptions developed by the Managing
General Partner. Unanticipated events and circumstances may occur
and some assumptions may not materialize; therefore actual results
may vary from the estimates and the variances may be material. The
Partnership may provide write-downs, which could be material, in
subsequent years if real estate markets or local economic conditions
change.

Deferred leasing commissions are amortized over the applicable lease
terms.

Cash and cash equivalents consist of cash and highly liquid
investments with maturities, when purchased, of three months or
less.

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 over a different useful life; (b) rental income is
recognized based on the payment terms in the applicable leases; (c)
writedowns for impairment of real estate are not deductible. The
tax basis of the Partnership's assets and liabilities is
approximately $27 million higher than the amount reported for
financial statement purposes.

3. Lease Commitments

Minimum future rental income under noncancellable operating leases
as of December 31, 1996 is as follows:
<TABLE>
<CAPTION>
Year ending December 31:
<S> <C>
1997 $ 5,820,166
1998 4,631,696
1999 2,834,761
2000 2,007,248
2001 1,268,081
Thereafter 451,957

Total $17,013,909
</TABLE>

The Partnership has determined that all leases relating to the
Property are operating leases. The terms range from three to five
years, and generally provide for fixed minimum rents with rental
escalation and/or expense reimbursement clauses.

4. Related Party Transactions

An affiliate of the partners provides property management services.
For the years ended December 31, 1996, 1995 and 1994, the affiliate
received property management fees of $188,428, $161,258 and
$144,120, respectively. These amounts are included in property
operating expenses. As of December 31, 1996, the affiliate was owed
a total of approximately $16,000 for these services.

The general partners of SC are obligated to the Partnership on two
promissory notes totaling approximately $1.1 million. The notes
(which originated in 1991) are due December 31, 1999, bear interest
at 8.5% per annum and require monthly payments of approximately
$15,000. Because of the uncertainty of their realization, the
principal amounts of these notes were not recognized in the
financial statements. Payments of the promissory notes are included
in other income when received.

5. Contingency

The Property may have certain soil and water contamination. The
Partnership believes that any such contamination is minor and that
liability for cleanup if any, will be minimal.

<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 audited financial statements.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 2,963,298
<SECURITIES> 0
<RECEIVABLES> 265,380
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 43,004,012<F1>
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 42,700,417<F2>
<TOTAL-LIABILITY-AND-EQUITY> 43,004,012<F3>
<SALES> 0
<TOTAL-REVENUES> 4,073,429<F4>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,060,314<F5>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,013,115
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,013,115
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,013,115
<EPS-PRIMARY> 5.27<F6>
<EPS-DILUTED> 0
<FN>
<F1>In addition to cash and receivables, total assets include net investments
in building and improvements of $6,291,854, investment in unconsolidated
partnership of $19,166,087, net investments in participating mortgage loan
of $13,755,767 and net deferred expenses of $561,626.
<F2>Represents partners' capital.
<F3>Liabilities include accounts payable and other liabilities of $205,676 and
security deposits of $97,919.
<F4>Total revenue includes rent of $1,475,990, interest on participating
mortgage loan of $1,520,481, equity in earnings of unconsolidated
partnership of $946,761 and other revenue of $130,197.
<F5>Other expenses include loss on impairment of participating mortgage of
$1,477,000.
<F6>Represents net income per Unit of limited partnership interest.
</FN>

</TABLE>