4
                              
                              

             SECURITIES AND EXCHANGE COMMISSION

                   Washington, D.C.  20549


                      ________________


                          FORM 8-K


                       CURRENT REPORT


               Pursuant to Section 13 or 15(d)
           of the Securities Exchange Act of 1934





Date of Report (Date of earliest event reported)April 3, 1998


             DEAN WITTER REALTY YIELD PLUS II, L.P.
     (Exact name of registrant as specified in its charter)


           Delaware                    0-18149           13-
3469111
(State or other jurisdiction       Commission (I.R.S. Employer
     of  incorporation)       File Number)    Identification
No.)


  Two World Trade Center, New York, New York             10048
   (Address of principal executive offices)     (Zip Code)


Registrant's telephone number, including area code(212) 392-1054


         (Former  name  or former address, if changed  since
last report)

Item 2.  Acquisition or Disposition of Assets

Pursuant  to  a  Purchase and Sale  Agreement  dated  as  of
December 26, 1997, DW Michelson Associates ("DMA"), which is
owned  49.19% by the Partnership and 50.81% by  Dean  Witter
Realty Yield Plus, L.P. ("Yield Plus"), an affiliated public
partnership, agreed to sell to SC Enterprises ("SCE")  DMA's
90%   general  partnership  interest  in  Michelson  Company
Limited  Partnership (the "Company"), owner of the Michelson
property,  and  two promissory notes (totaling approximately
$1.2  million) due from SCE for a negotiated aggregate  sale
price of $64 million.  SCE, an affiliate of the developer of
the  property,  owns  the remaining 10% limited  partnership
interest in the Company.  SCE assigned its right to purchase
the  interest  in  the Company to Spieker Properties,  L.P.,
which is not affiliated with the Partnership, its affiliated
partnerships or SCE.

The  sale price was received in cash at closing on April  3,
1998.  The Partnership received approximately $31.1 million,
representing its share of proceeds, net of closing costs and
other deductions.




Item 7.  Financial Statements and Exhibits

(b)  Pro Forma Financial Information

     On  a  pro  forma basis, if the sale of  the  Michelson
     property had been consummated on December 31, 1997, the
     Partnership's Balance Sheet as of such date would  have
     reflected  an increase in cash and cash equivalents  of
     $31.2   million,   a   decrease   in   investments   in
     unconsolidated  partnerships of $18.5  million  and  an
     increase  in  Partners' capital of $12.7 million.   For
     the Statement of Income for the year ended December 31,
     1997,  if  the  property was sold at the  beginning  of
     1997, then the Partnership's equity in earnings and net
     income  would have decreased by $0.9 million,  and  the
     net  income per limited partnership unit of $9.05 would
     have  decreased  by  $4.85 to  $4.20.   The  pro  forma
     adjustments  to  the  Statement of Income  exclude  the
     Partnership's share of the non-recurring  gain  on  the
     sale of the property.

 (c) Exhibits

     (1)   Purchase and Sale Agreement, dated as of December
     26,  1997,       between  DW Michelson  Associates,  as
     Seller,  Michelson    Company Limited  Partnership,  as
     Acquired   Partnership,   and   SC    Enterprises,   as
     Purchaser, First  Amendment to Purchase and  Sale  
     Agreement dated as of February 13, 1998 and Assignment 
     and Assumption Agreement dated  as  of April 3,  1998.
     
                         SIGNATURES


Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.


                            DEAN WITTER REALTY YIELD PLUS
II, L.P.

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



Date:                    April 20, 1998 By:  /s/E. Davisson
Hardman, Jr.
                            E. Davisson Hardman, Jr.
                            President

  Exhibit Index for Dean Witter Realty Yield Plus II, L.P.



Exhibit
  No.      Description

     10(m)   Purchase  and  Sale  Agreement,  dated  as   of
     December 26, 1997   between DW Michelson Associates, as
     Seller,  Michelson    Company Limited  Partnership,  as
     Acquired   Partnership,  and      SC  Enterprises,   as
     Purchaser, First  Amendment to Purchase and Sale  
     Agreement dated as of    February 13, 1998 and 
     Assignment and Assumption Agreement dated as  of
     April 3, 1998.

























                             E-1
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4
                              
                              

             SECURITIES AND EXCHANGE COMMISSION

                   Washington, D.C.  20549

                      ________________

                          FORM 8-K

                       CURRENT REPORT

               Pursuant to Section 13 or 15(d)
           of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)April 3, 1998

             DEAN WITTER REALTY YIELD PLUS II, L.P.
     (Exact name of registrant as specified in its charter)

           Delaware                    0-18149           13-
3469111
(State or other jurisdiction       Commission (I.R.S. Employer
     of  incorporation)       File Number)    Identification
No.)

  Two World Trade Center, New York, New York             10048
   (Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code(212) 392-1054

         (Former  name  or former address, if changed  since
last report)

Item 2.  Acquisition or Disposition of Assets

Pursuant  to  a  Purchase and Sale  Agreement  dated  as  of
December 26, 1997, DW Michelson Associates ("DMA"), which is
owned  49.19% by the Partnership and 50.81% by  Dean  Witter
Realty Yield Plus, L.P. ("Yield Plus"), an affiliated public
partnership, agreed to sell to SC Enterprises ("SCE")  DMA's
90%   general  partnership  interest  in  Michelson  Company
Limited  Partnership (the "Company"), owner of the Michelson
property,  and  two promissory notes (totaling approximately
$1.2  million) due from SCE for a negotiated aggregate  sale
price of $64 million.  SCE, an affiliate of the developer of
the  property,  owns  the remaining 10% limited  partnership
interest in the Company.  SCE assigned its right to purchase
the  interest  in  the Company to Spieker Properties,  L.P.,
which is not affiliated with the Partnership, its affiliated
partnerships or SCE.

The  sale price was received in cash at closing on April  3,
1998.  The Partnership received approximately $31.1 million,
representing its share of proceeds, net of closing costs and
other deductions.

Item 7.  Financial Statements and Exhibits

(b)  Pro Forma Financial Information

     On  a  pro  forma basis, if the sale of  the  Michelson
     property had been consummated on December 31, 1997, the
     Partnership's Balance Sheet as of such date would  have
     reflected  an increase in cash and cash equivalents  of
     $31.2   million,   a   decrease   in   investments   in
     unconsolidated  partnerships of $18.5  million  and  an
     increase  in  Partners' capital of $12.7 million.   For
     the Statement of Income for the year ended December 31,
     1997,  if  the  property was sold at the  beginning  of
     1997, then the Partnership's equity in earnings and net
     income  would have decreased by $0.9 million,  and  the
     net  income per limited partnership unit of $9.05 would
     have  decreased  by  $4.85 to  $4.20.   The  pro  forma
     adjustments  to  the  Statement of Income  exclude  the
     Partnership's share of the non-recurring  gain  on  the
     sale of the property.

 (c) Exhibits

     (1)   Purchase and Sale Agreement, dated as of December
     26,  1997,       between  DW Michelson  Associates,  as
     Seller,  Michelson    Company Limited  Partnership,  as
     Acquired   Partnership,   and   SC    Enterprises,   as
     Purchaser, First  Amendment to Purchase and  Sale  
     Agreement dated as of February 13, 1998 and Assignment 
     and Assumption Agreement dated  as  of April 3,  1998.
     
                         SIGNATURES

Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.

                            DEAN WITTER REALTY YIELD PLUS
II, L.P.

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

Date:                    April 20, 1998 By:  /s/E. Davisson
Hardman, Jr.
                            E. Davisson Hardman, Jr.
                            President

  Exhibit Index for Dean Witter Realty Yield Plus II, L.P.

Exhibit
  No.      Description

     10(m)   Purchase  and  Sale  Agreement,  dated  as   of
     December 26, 1997   between DW Michelson Associates, as
     Seller,  Michelson    Company Limited  Partnership,  as
     Acquired   Partnership,  and      SC  Enterprises,   as
     Purchaser, First  Amendment to Purchase and Sale  
     Agreement dated as of    February 13, 1998 and 
     Assignment and Assumption Agreement dated as  of
     April 3, 1998.

                             E-1