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+Proc-Type: 2001,MIC-CLEAR
+Originator-Name: webmaster@www.sec.gov
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+<SEC-DOCUMENT>0000752744-01-000001.txt : 20010129
+<SEC-HEADER>0000752744-01-000001.hdr.sgml : 20010129
+ACCESSION NUMBER:		0000752744-01-000001
+CONFORMED SUBMISSION TYPE:	10-K
+PUBLIC DOCUMENT COUNT:		1
+CONFORMED PERIOD OF REPORT:	20001031
+FILED AS OF DATE:		20010126
+
+FILER:
+
+	COMPANY DATA:	
+		COMPANY CONFORMED NAME:			WITTER DEAN REALTY INCOME PARTNERSHIP II LP
+		CENTRAL INDEX KEY:			0000752744
+		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE [6500]
+		IRS NUMBER:				133244091
+		STATE OF INCORPORATION:			DE
+		FISCAL YEAR END:			1031
+
+	FILING VALUES:
+		FORM TYPE:		10-K
+		SEC ACT:		
+		SEC FILE NUMBER:	000-18150
+		FILM NUMBER:		1516176
+
+	BUSINESS ADDRESS:	
+		STREET 1:		2 WORLD TRADE CENTER
+		STREET 2:		46TH FLOOR
+		CITY:			NEW YORK
+		STATE:			NY
+		ZIP:			10048
+		BUSINESS PHONE:		2123921054
+
+	MAIL ADDRESS:	
+		STREET 1:		2 WORLD TRADE CENTER
+		STREET 2:		46TH FLOOR
+		CITY:			NEW YORK
+		STATE:			NY
+		ZIP:			10048
+</SEC-HEADER>
+<DOCUMENT>
+<TYPE>10-K
+<SEQUENCE>1
+<FILENAME>0001.txt
+<TEXT>
+
+                        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 October
+31, 2000
+                     OR
+[   ]TRANSITION REPORT PURSUANT TO SECTION 13
+OR 15(d) OF
+           THE SECURITIES EXCHANGE ACT OF
+1934
+  For the transition period from ________ to
+                   ________.
+
+        Commission File Number 0-18150
+
+      DEAN WITTER REALTY INCOME PARTNERSHIP
+  II, L.P. (Exact name of registrant as
+  specified in its charter)
+
+       Delaware                      13-
+3244091
+(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) 392-2974
+
+Securities registered pursuant to Section 12(b)
+of the Act:
+
+Title of each className of each exchange on which registe
+                                                        r
+                                                        e
+                                                        d
+                                                        N
+                                                        o
+                                                        n
+                                                        e
+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 Income
+Partnership  II, L.P. (the "Partnership"), is a
+limited partnership formed in September 1984
+under the Uniform Limited Partnership Act  of
+the State of Delaware for the purpose of
+investing primarily in income-producing office
+and retail properties.
+The  Managing  General Partner of the
+Partnership  is  Dean Witter  Realty  Income
+Properties II  Inc.  (the  "Managing General
+Partner"), a Delaware corporation which is
+whollyowned  by  Dean Witter Realty Inc.
+("Realty"). The Associate General Partner is
+Dean Witter Realty Income Associates  II, L.P.
+(the "Associate General Partner"), a Delaware
+limited partnership,  the general partner of
+which  is  Dean  Witter Realty  Income
+Associates II Inc., a wholly-owned subsidiary of
+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 in  Note  6  to
+the  consolidated financial statements in Item 8
+and in Item 13 below.
+The  Partnership issued 177,023 units of limited
+partnership interest (the "Units") with gross
+proceeds from the offering of  $177,023,000.
+The offering has been terminated  and  no
+additional Units will be sold.
+The  proceeds  from the offering were used  to
+make  equity investments  in  five  office
+properties  and  three  retail properties,  all
+of  which were acquired  without  mortgage debt.
+The  last Partnership property investment (in
+Taxter Corporate Park) was sold on May 23, 2000.
+The  Partnership  Agreement provides  that  the
+Partnership shall  terminate  upon  the sale of
+the  Partnership's  last property investment,
+and that dissolution shall be effective on  the
+day  on which the event arises giving rise  to
+the dissolution. Accordingly, the Partnership
+dissolved pursuant to the terms of its
+Partnership Agreement, effective May 23, 2000,
+the date on which the Taxter property was  sold.          As
+soon  as possible in fiscal year 2001, the
+Partnership plans to       wind   up   its
+affairs,  distribute  the   previously
+undistributed property sale proceeds and cash
+reserves,  and terminate   its                           existence  by
+filing  a  certificate                                   of
+cancellation  in  the  office of the Delaware
+Secretary  of State.
+
+<PAGE>
+The  Partnership  considered its  business  to
+include  one industry  segment,  investment in
+real property.   Financial information
+regarding   the   Partnership   is   in                  the
+Partnership's consolidated financial statements
+in  Item  8 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  October 31, 2000, the Partnership did
+not  own  any property investments.
+In   May  2000,  the  partnership  which  owned
+the  Taxter Corporate  Park  sold  the property,
+which  is  located  in Westchester, New York.
+An affiliate of the Partnership was the property
+manager for Taxter Corporate Park through
+December 31, 1998.
+Further information relating to the
+Partnership's properties is  included  in  Item
+7  and footnotes  4  and  5  to  the
+consolidated financial statements included in
+Item 8 below.
+ITEM 3.   LEGAL PROCEEDINGS
+None.
+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.
+<PAGE>
+                    PART II.
+
+ITEM 5.   MARKET FOR THE 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 its  limited  partners (the  "Limited
+Partners")  to transfer  their  Units  if  a
+suitable buyer can be located.
+
+As  of  December  31,  2000, there were  24,196
+holders  of limited partnership interests.
+
+The  Partnership is a limited partnership and,
+accordingly, does   not   pay   dividends.   It
+does,   however,   make 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").
+
+Sale  proceeds will be distributed, to the
+extent available, first,  to  each  Limited
+Partner, until there  has  been  a return  of
+the Limited Partner's capital contribution  plus
+cumulative  distributions  of distributable
+cash  and  sale proceeds  in an amount
+sufficient to provide a 9% cumulative annual
+return  on  the Limited Partner's  adjusted
+capital contribution.  Thereafter, any remaining
+sale proceeds  will be  distributed 85% to the
+Limited Partners and 15%  to  the General
+Partners after the Managing General Partner
+receives a brokerage fee, if earned, of up to 3%
+of the selling price of any equity investment.
+
+As  discussed in Item 1, the Partnership plans
+to  make  its final distribution of previously
+undistributed sale proceeds and cash reserves in
+fiscal year 2001.
+
+The  Partnership  paid cash distributions
+during  the  year
+ended   October  31,  2000  aggregating  $29.00
+per   Unit, consisting  of $26.76 per Unit from
+the Partnership's  share of  the  net proceeds
+from the sale of the Taxter  Corporate Park
+property   and   $2.24  per  Unit   from
+previously
+undistributed  proceeds from the sales of the
+Pavilions  at East  Lake  (1999) and Glenhardie
+(1998)  properties.      The
+total  distribution,  paid  100% to  the
+Limited  Partners, amounted to $5,133,667.
+
+
+<PAGE>
+The  Partnership  paid cash distributions
+during  the  year ended   October  31,  1999
+aggregating  $82.92  per   Unit, consisting  of
+$75.13 per Unit from the proceeds  from  the
+sale  of  the Pavilions at East Lake property
+and $7.79  per Unit  from  the  repayment of the
+Wallkill Plaza  promissory note plus interest
+(see Note 4 to the consolidated financial
+statements).   The  total distribution,  paid
+100%  to  the
+Limited Partners, amounted to $14,678,747.
+
+Taxable   income  generally  is  allocated   in
+the   same proportions as distributions of
+distributable cash  or  sale proceeds (except
+that the General Partners must be allocated at
+least  1% of taxable income from sales).  In
+the  event there  is  no  distributable cash or
+sale proceeds,  taxable income  is allocated 90%
+to the Limited Partners and 10%  to the General
+Partners.  Any tax loss will be allocated 90% to
+the Limited Partners and 10% to the General
+Partners.
+
+ITEM 6.   SELECTED FINANCIAL DATA
+
+The  following  sets  forth a summary of
+selected  financial data for the Partnership:
+
+                         For the years ended
+October 31,
+                 20001      19992     19983     19974       1996
+Total revenues $2,819,0   $         $22,214,  $29,219,9
+$17,414,6
+               20         5,443,81  571       73         07
+                          7
+
+Net     income $2,598,7   $         $20,110,  $19,021,1
+$(7,812,70
+(loss)         17         4,861,24  183       29         6)5
+                          7
+               $14.67     $         $         $ 105.21   $(39.72)
+Net     income            27.29     113.03
+(loss)
+ per Unit of
+       limited
+partner-
+ ship interest
+               $29.00     $         $         $ 390.23   $  99.24
+Cash                      82.92     261.71
+distributions
+ paid per Unit
+of
+       limited
+partner-
+ ship interest
+6,7
+               $1,332,3   $         $13,797,  $40,963,8
+$100,319,
+Total   assets 44         3,797,81  232       45         056
+at                        4
+ October 31
+
+1.   Revenues and net income include $2.5 million,
+the
+  Partnership's share of the gain on the sale of
+  the Taxter property and $0.1 million, an
+  additional gain on the 1999 sale of the
+  Pavilions at East Lake property.
+
+2.   Revenues and net income include gains of $2.8
+million
+  on the sale of the Pavilions at East Lake
+  property and
+additional gains totaling $1.5 million from the
+sales of the Wallkill Plaza and Glenhardie
+properties (sold in prior years).
+
+
+                    (Continued)
+<PAGE>
+3.   Revenues and net income include gains of
+$19.1 million
+  on the sales of the Framingham and Glenhardie
+                   properties.
+
+4.   Revenues and net income include gains of
+$17.2 million
+  on the sales of the United Services Life
+  Building and the Century Square office
+  building.
+
+5.   Includes $11.9 million loss on impairment
+recorded for
+  the Framingham, Glenhardie and Pavilions at
+  East Lake properties.
+
+6.   Distributions paid to limited partners
+include returns
+  of capital per Unit of limited partnership
+  interest of $14.32, $55.63, $148.68, $332.99,
+  and $99.24 for the years ended October 31,
+  2000, 1999, 1998, 1997 and 1996, respectively,
+  calculated as the excess of cash distributed
+  per Unit over accumulated earnings per Unit
+  not previously distributed.
+
+7.   Include distributions of proceeds from
+sales of real
+  estate as follows:  2000 - $29.00; 1999 -
+  $82.92; 1998 $251.01; 1997 - $356.04; 1996 -
+  $60.65.
+
+The above financial data should be read in
+conjunction with the consolidated financial
+statements and the related notes in Item 8.
+
+ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS
+OF FINANCIAL
+          CONDITION AND RESULTS OF OPERATIONS
+Liquidity and Capital Resources
+The  Partnership  raised $177,023,000 in a
+public  offering which  was terminated in 1985.
+The Partnership has no plans to raise additional
+capital.
+The  Partnership purchased five properties  and
+made  three investments  in  partnerships  on
+an  all-cash  basis.   No additional investments
+are planned.
+In   fiscal  year  2000,  the  Partnership's
+last  property
+investment, Taxter Corporate Park, was sold on
+May 23,  2000 (see Note 5 to the consolidated
+financial statements).
+
+The  Partnership  Agreement provides  that  the
+Partnership shall  terminate  upon  the sale of
+the  Partnership's  last property investment,
+and that dissolution shall be effective on  the
+day  on which the event arises giving rise  to
+the dissolution. Accordingly, the Partnership
+dissolved pursuant to the terms of its
+Partnership Agreement, effective May 23, 2000,
+the date on which the Taxter property was  sold.
+As soon  as possible in fiscal year 2001, the
+Partnership plans
+to   wind   up   its  affairs,  distribute  the
+previously undistributed property sale proceeds
+and cash reserves,  and terminate its
+<PAGE>
+existence  by  filing a certificate of
+cancellation  in  the office of the Delaware
+Secretary of State.
+
+As  discussed in Item 5, during the year ended
+October  31, 2000,  the  Partnership paid, to
+Limited  Partners  only,  a distribution  of
+sale  proceeds of  $29.00  per  Unit.  The
+Partnership  retained a portion of the Taxter
+sale  proceeds it  received to cover any
+contingencies that may arise while the
+Partnership winds up its affairs.
+
+Because  of  the sales of the Taxter and
+Pavilions  at  East Lake  (sold  1999)
+properties, Partnership  cash  flow  from
+operations  decreased in fiscal year  2000  as
+compared  to 1999.
+
+In  fiscal  2000,  the Partnership's
+distributions  received from the Taxter joint
+venture (excluding the distribution of sale
+proceeds) and cash provided by operations
+exceeded  the Partnership's  contributions to
+fund  its  share  of  tenant improvements and
+leasing commissions at the Taxter property. The
+Partnership  used this surplus and a  portion
+of  cash reserves  to  pay previously
+undistributed sale proceeds  to Limited Partners
+only (see Item 5).
+
+Except  as discussed above and in the
+consolidated 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  October 31, 2000
+compared to 1999 and  for  the year  ended
+October 31, 1999 compared to 1998 are  primarily
+attributable to the following:
+
+The  increase in equity in earnings of joint
+venture in 2000 compared to 1999 is primarily
+due to the Partnership's share of  the  gain  on
+sale of the Taxter property (approximately $2.5
+million).
+
+In  2000,  the  gain  on sale of real estate
+resulted  from contingent proceeds received in
+2000 from the 1999  sale  of the Pavilions at
+East Lake property.
+
+In 1999, the gains on sales of real estate
+resulted from the sale  of  the Pavilions at
+East Lake property (approximately $2,827,000),
+the  receipt of proceeds from  the  contingent
+promissory  note  in connection with the 1996
+sale  of  the Wallkill Plaza property
+($1,200,000) and the return of the <PAGE>
+escrow   deposit  resulting  from  the  1998
+sale  of                                            the
+Glenhardie  properties  ($293,000).  See  Note
+4                                                   to   the
+consolidated financial statements.
+
+In 1998, the gains on sales of real estate
+resulted from the sales  of  the  Framingham
+Corporate  Center  (approximately $11,018,000)
+and  Glenhardie ($8,079,000)  properties  (the
+"1998 Properties Sold").
+
+As  a  result  of  the sale of the Pavilions  at
+East  Lake property, there was no rental income,
+property expenses  and
+depreciation and amortization expenses in 2000.
+Rental income, property operating expenses, and
+depreciation and amortization expenses decreased
+in 1999 compared to 1998 as  a  result  of the
+sales of the Pavilions  at  East  Lake property
+and the 1998 Properties Sold.
+Interest  and  other  income in 1999 was  higher
+than  such income in 2000 and 1998 because of
+the interest received  on the Wallkill Plaza
+promissory note and the Glenhardie escrow
+deposit in 1999.
+General  and  administrative  expenses
+decreased  in   1999 compared  to  1998
+primarily  due  to  the  elimination  of
+expenses relating to properties sold in 1999 and
+1998.
+There  were no other individually significant
+factors  which caused changes in revenue and
+expenses.
+Inflation
+Inflation  has  been  consistently low  during
+the  periods presented in the consolidated
+financial statements and, as a result,  has not
+had a significant effect on the  operations of
+the Partnership or its properties.
+ITEM 7A.  QUANTITATIVE AND QUALITITATIVE
+          DISCLOSURES ABOUT MARKET RISK
+          Not applicable.
+<PAGE>
+ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY
+DATA
+
+
+ DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
+
+                      INDEX
+
+
+
+
+(a) Financial Statements
+
+Independent Auditors' Report
+Consolidated Balance Sheets at October 31, 2000
+and 1999 Consolidated Income Statements for the
+years ended
+  October 31, 2000, 1999 and 1998
+Consolidated Statements of Partners'
+  Capital for the years ended October
+  31, 2000, 1999 and 1998
+Consolidated Statements of Cash Flows
+  for the years ended October 31, 2000,
+  1999 and 1998
+Notes to Consolidated Financial
+
+Statements
+
+
+
+
+
+(b) Financial Statement Schedule
+
+III. Real Estate and Accumulated
+
+Depreciation
+
+
+
+
+
+
+
+
+
+
+All  schedules  other than that 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.
+<PAGE>
+Independent Auditors' Report
+
+
+
+
+
+To The Partners of
+Dean Witter Realty Income Partnership II, L.P.:
+
+
+We  have  audited the accompanying consolidated
+balance sheets  of  Dean  Witter Realty Income
+Partnership  II,
+L.P.  and  consolidated partnership (the
+"Partnership") as  of  October  31,  2000
+and  1999  and  the  related consolidated
+statements of income, partners'  capital,
+and  cash  flows  for each of the three
+years  in  the period  ended  October  31,
+2000.   Our  audits   also included the
+financial statement schedule listed in the
+Index  at  Item  8.   These  financial
+statements  and 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 audits.
+
+We  conducted  our audits in accordance
+with  auditing standards  generally
+accepted in the United  States  of America.         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, such consolidated
+financial statements present fairly, in all
+material respects, the financial position
+of Dean Witter Realty Income Partnership
+II, L.P.  and  consolidated partnership as
+of  October  31, 2000  and 1999 and the
+results of their operations  and their
+cash  flows for each of the three years  in
+the period  ended  October  31,  2000  in
+conformity  with accounting principles
+generally accepted in the  United States
+of  America.   Also,  in  our  opinion,
+such financial   statement  schedule,  when
+considered   in relation to the basic
+consolidated financial statements <PAGE>
+taken  as  a  whole, presents fairly  in
+all  material respects the information set
+forth therein.
+
+As  discussed  in Note 1 to the
+consolidated  financial statements, during
+the year ended October 31, 2000, the
+Partnership  sold  its  remaining property
+investment, which  effectuated the
+dissolution of the  Partnership.
+The  Partnership is in the process of
+winding  up  its affairs,  and  it plans to
+distribute the Partnership's previously
+undistributed  sale  proceeds   and   cash
+reserves, and terminate.
+                              /s/Deloitte &
+Touche LLP
+  DELOITTE & TOUCHE LLP
+New York, New York
+January 16, 2001
+<PAGE>
+<TABLE>
+  DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
+
+            CONSOLIDATED BALANCE SHEETS
+<CAPTION>
+
+                                              Octob
+                                              er
+                                              31,
+                                              2000
+                                              1999
+                      ASSETS
+<S>
+<C>  <C>
+Cash and cash equivalents                 $
+1,316,641  $
+1,409,281
+
+Investment in joint venture
+13,637
+2,331,352
+
+Other assets
+2,066
+57,181
+
+                                          $
+1,332,344  $ 3,797,814
+
+                LIABILITIES AND PARTNERS' CAPITAL
+<S>
+<C>    <C>
+Accounts payable and other liabilities    $
+263,462  $
+193,982
+
+Partners' capital (deficiency)
+ General partners
+(5,431,688)
+(5,433,238)
+ Limited partners ($1,000 per Unit, 177,023 units
+  issued)
+6,500,570
+9,037,070
+
+Total partners' capital
+1,068,882
+3,603,832
+
+                                          $
+1,332,344  $ 3,797,814
+
+ See accompanying notes to consolidated financial
+                    statements.
+</TABLE>
+<PAGE>
+<TABLE>
+  DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
+
+          CONSOLIDATED INCOME STATEMENTS
+
+For the years ended October 31, 2000, 1999 and 1998
+<CAPTION>
+
+                                    2000      1999
+1998
+
+<S>                                   <C>
+<C>        <C>
+
+Revenues:
+ Rental                        $       -   $551,241
+$2,722,329
+ Gains on sales of real estate    54,657  4,320,001
+19,097,127
+ Equity in earnings of joint venture2,667,882238,583
+226,269
+ Interest and other               96,481    333,992
+                       168,846
+
+                                2,819,020  5,443,817
+22,214,571
+Expenses:
+ Property operating                    -    248,910
+985,746
+ Depreciation                          -    113,395
+548,902
+ Amortization                          -     17,074
+94,228
+ General and administrative       220,303    203,191
+                       475,512
+
+                                  220,303    582,570
+2,104,388
+
+Net income                      $2,598,717
+$4,861,247        $
+20,110,183
+
+Net income allocated to:
+Limited partners              $2,597,167  $4,831,745
+                          $
+ 20,008,877
+ General partners                   1,550     29,502
+                       101,306
+
+                                $2,598,717
+$4,861,247        $ 20,110,183
+
+Net income per Unit of limited
+ partnership interest           $   14.67   $  27.29
+                      $  113.03
+
+
+
+
+  See accompanying notes to consolidated financial
+                     statements.
+</TABLE>
+<PAGE>
+<TABLE>
+   DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
+
+     CONSOLIDATED STATEMENTSOF PARTNERS' CAPITAL
+
+ For the years ended October 31, 2000, 1999 and 1998
+
+<CAPTION>
+
+
+                                Limited     General
+                                Partners    Partners
+Total
+
+<S>                                  <C>          <C>
+<C>
+
+Partners' capital (deficiency) at
+November 1, 1997            $45,203,885  $(5,353,586)         $
+                          39,850,299
+
+ Net income                  20,008,877      101,306
+20,110,183
+
+ Cash distributions         (46,328,690)
+(210,460)(46,539,150)
+
+Partners' capital (deficiency) at
+ October 31, 1998            18,884,072  (5,462,740)
+13,421,332
+
+ Net income                   4,831,745       29,502
+4,861,247
+
+ Cash distributions         (14,678,747)            -
+(14,678,747)
+
+Partners' capital (deficiency) at
+ October 31, 1999             9,037,070  (5,433,238)   3,603,832
+
+ Net income                   2,597,167        1,550   2,598,717
+ Cash distributions          (5,133,667)            - (5,133,667)
+Partners' capital (deficiency) at
+ October 31, 2000             $6,500,570   $(5,431,688)         $
+                             1,068,882
+
+
+
+
+  See accompanying notes to consolidated financial statements.
+</TABLE>
+<PAGE>
+<TABLE>
+         DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
+              CONSOLIDATED STATEMENTS OF CASH FLOWS
+       For the years ended October 31, 2000, 1999 and 1998
+<CAPTION>
+
+                                     2000       1999      1998
+<S>                              <C>         <C>       <C>
+Cash flows from operating activities:
+  Net income                     $2,598,717  $4,861,247         $
+                            20,110,183
+ Adjustments to reconcile net income
+   to net cash provided by operating
+   activities:
+   Gains on sales of real estate            (54,657)  (4,320,001)
+(19,097,127)
+   Depreciation                          -    113,395    548,902
+   Amortization                          -     17,074     94,228
+   Equity in earnings of Taxter joint
+ venture                    (2,667,882)  (238,583)             (226,269)
+   Decrease (increase) in operating
+     assets:
+     Deferred leasing commissions           -           (60,767)
+(231,865)
+     Other assets                   55,115    172,818    373,626
+   Increase (decrease) in accounts
+     payable and other liabilities           69,480     (181,918)
+(709,107)
+
+ Net cash provided by operating
+   activities                           773    363,265    862,571
+
+Cash flows from investing activities:
+ Proceeds from sales of real estate         54,657    15,009,113
+44,623,521
+ Distributions from Taxter joint venture5,176,175     321,292    521,385
+    Investments in Taxter joint venture        (190,578)
+                      (40,885) (95,492)
+ Additions to real estate                 -   (189,072)
+(489,976)
+
+ Net cash provided by
+          investing activities           5,040,254
+                    15,100,44844,559,438
+
+Cash flows from financing activities:
+               Cash distributions to partners
+             (5,133,667)(14,678,747)(46,539,150)
+
+(Decrease)increase in cash and
+ cash equivalents                 (92,640)
+784,966(1,117,141)
+
+Cash and cash equivalents at
+ beginning of year                1,409,281    624,315  1,741,456
+Cash and cash equivalents at end of year  $  1,316,641 $1,409,281
+$    624,315
+  See accompanying notes to consolidated financial statements.
+</TABLE>
+<PAGE>
+       DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
+
+         NOTES TO CONSOLIDATED FINANCIAL
+
+               STATEMENTS October 31, 2000, 1999
+
+               and 1998
+
+1. The Partnership
+
+Dean   Witter  Realty  Income  Partnership  II,
+L.P.   (the
+"Partnership") is a limited partnership
+organized under  the laws  of the State of
+Delaware in 1984.  The Partnership  is managed
+by Dean Witter Realty Income Properties II Inc.
+(the "Managing General Partner").  The
+Partnership's fiscal  year ends on October 31.
+
+In  1985,  the Partnership issued 177,023 units
+of  limited partnership  interest  (the "Units")
+for  $177,023,000.   No additional Units will be
+sold.  The proceeds of the offering were  used
+to  make equity investments in  income-producing
+office  and  retail properties which were not
+encumbered  by debt when acquired.
+
+In  fiscal  year  2000,  the  Partnership's
+last  remaining property investment, Taxter
+Corporate Park, was sold on  May 23,  2000 (see
+Note 4).  The sale of the Taxter property has
+effectuated    the    dissolution   of   the
+Partnership.
+Accordingly, the Partnership is in the process
+of winding up its  affairs,  and it plans to
+distribute the  Partnership's previously
+undistributed   sales   proceeds    and    cash
+reserves,and terminate in fiscal year 2001.
+
+2. Summary of Significant Accounting Policies
+
+The   financial  statements  include  the
+accounts  of  the Partnership  and  the
+Framingham  Corporate  Center   joint venture
+on a consolidated basis.  The Partnership  owned
+a 95%  interest  in  the Framingham Corporate
+Center  property until its sale in December
+1997.
+
+The  equity  method of accounting has been
+applied  to  the Partnership's  14.8%  interest
+in  the  general  partnership which  owned  the
+Taxter Corporate  Park  property  ("TPA")
+because  of  the Partnership's continuing
+ability  to  exert significant  influence.
+Affiliates of the Partnership,  Dean Witter
+Realty Income Partnership III, L.P. and Dean
+Witter Realty  Income Partnership IV, L.P. own
+the remaining  44.6% and 40.6% interests,
+respectively, in TPA.
+
+
+<PAGE>
+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 accounting principles generally
+accepted  in the  United  States of America
+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.
+Cash  and cash equivalents consist of cash and
+highly liquid investments with maturities, when
+purchased, of three months or less.
+The  carrying  value  of real estate included
+the  purchase price  paid  by  the  Partnership
+and acquisition  fees  and expenses.   Costs  of
+improvements to the  properties  were
+capitalized,  and  repairs were expensed.
+Depreciation  was recorded   on  the  straight-
+line  method.  The  Partnership stopped
+recording depreciation on a property  when  it
+was reclassified as held for sale.
+At least annually, and more often if
+circumstances dictated, the  Partnership
+evaluated the recoverability  of  the  net
+carrying  value  of  its real estate (and
+related  assets), including the real estate (and
+related assets) owned by TPA. As  part of this
+evaluation, the Partnership assessed, among
+other  things, whether there had been a
+significant decrease in  the market value of any
+of its properties.  If events or circumstances
+indicated that the net carrying  value  of  a
+property  was not recoverable, the expected
+future net  cash flows  from  the  property were
+estimated for  a  period  of approximately  five
+years  (or  a  shorter  period  if  the
+Partnership expected that the property would be
+disposed  of sooner), along with estimated sales
+proceeds at the  end  of the  period.  If the
+total of these future undiscounted cash flows
+was less than the carrying amount of the
+property, the property  was  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  cash flows used to evaluate the
+recoverability  of  the properties  and to
+determine fair value were based  on  good faith
+estimates and assumptions developed by  the
+Managing General Partner.
+<PAGE>
+Deferred   leasing  commissions  were  amortized
+over the
+applicable lease terms.
+
+Rental income was 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
+increased  over  the term  of  a lease) were
+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.
+
+For  income  tax purposes, Partnership results
+are  reported for the calendar year.  The
+accounting policies used for tax reporting
+purposes differed from those used  for
+financial reporting as follows: (a) depreciation
+was calculated  using accelerated methods, (b)
+rental income was recognized  based on  the
+payment  terms in the applicable  leases,  and
+(c)
+writedowns   for   impairment  of  real  estate
+were   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 $17.3
+million higher than the amounts reported for
+financial statement purposes.
+
+3.  Partnership Agreement
+
+The  Partnership Agreement provides that
+distributable cash, as  defined, is paid 90% to
+the Limited Partners and 10%  to the General
+Partners.
+
+Sale  proceeds will be distributed, to the
+extent available, first,  to  each  Limited
+Partner, until there  has  been  a return  of
+the Limited Partner's capital contribution  plus
+cumulative  distributions  of distributable
+cash  and  sale proceeds  in an amount
+sufficient to provide a 9% cumulative annual
+return  on  the Limited Partner's
+adjusted  capital
+contribution.  Thereafter, any remaining sale
+proceeds  will be  distributed 85% to the
+Limited Partners and 15%  to  the General
+Partners after the Managing General Partner
+receives a brokerage fee, if earned, of up to 3%
+of the selling price of any equity investment.
+<PAGE>
+<TABLE>
+Taxable   income  generally  is  allocated   in
+the                 same
+proportions as distributions of distributable
+cash  or  sale proceeds  (except that the
+General Partner must be allocated at  least  1%
+of taxable income from sales).  In  the  event
+there  is  no  distributable cash or sale
+proceeds,  taxable income will be allocated 90%
+to the Limited Partners and 10% to the General
+Partners.  Any tax loss will be allocated 90% to
+the Limited Partners and 10% to the General
+Partners.
+
+Distributions  paid to limited partners include
+returns  of capital  per Unit of limited
+partnership interest of $14.32, $55.63  and
+$148.68 for the years ended October  31,  2000,
+1999  and  1998, respectively, calculated as the
+excess  of cash distributed per Unit over
+accumulated earnings per Unit not previously
+distributed.
+
+4.  Sales of Real Estate
+<CAPTION>
+                                          000's
+                    Date of  Negotiated     Net      Gain on
+Property             Sale    Sale Price
+Proceeds             Sale
+                                         From
+Sale
+
+Fiscal 1999:
+<S>                          <C>         <C>         <C>
+Pavilions at East   03/01/9   $14,000
+$13,516             $2,827
+Lake                9
+
+Collection of
+Wallkill
+1,200                1,200
+Plaza note
+receivable
+
+Return of Glenhardie
+escrow balance
+293                                      293
+
+$15,009             $4,320
+
+Fiscal 1998 Sales:
+Framingham
+Corporate Center    12/03/9   $26,050
+$25,342             $11,018
+                       7
+Glenhardie
+Corporate Center
+I and II            04/01/9    19,700
+19,282    8,079
+                       8
+                              $45,750
+$44,624   $19,097
+
+In  2000,  the  gain  on sale of real estate
+resulted  from contingent proceeds received in
+2000 from the 1999  sale  of the Pavilions at
+East Lake Property.
+
+All of the properties were sold to unaffiliated
+buyers.
+
+The net proceeds from the sales are net of
+closing costs.
+
+As  of October 31, 2000, all of the net sales
+proceeds  were distributed except for
+approximately $430,000 from the sales of  the
+Glenhardie and Pavilions at East  Lake
+properties, which were added to the
+Partnership's cash reserves.
+
+As part of the Partnership's agreement to sell
+the Pavilions at East Lake property, Dean Witter
+Realty Income Partnership III,  L.P.,  an
+affiliate of the Partnership,  also  sold  a
+property  to  the  same unaffiliated buyer.
+The  aggregate purchase  price  of  the
+properties sold  was  approximately $24.2
+million, of which $14.0 million was allocated in
+the Agreement to the Pavilions at East Lake
+property.
+
+As  a  part  of  the  Purchase and Sale
+Agreement  for  the Glenhardie  properties (the
+"Agreement") Dean Witter  Realty Income
+Partnership III, L.P. and Dean Witter Realty
+Income Partnership  IV, L.P., affiliated public
+partnerships,  also sold  certain  other
+properties.  The aggregate  negotiated sale
+price  of  the properties sold was approximately
+$168 million,  of which approximately $19.7
+million was allocated in the Agreement to the
+Partnership's Glenhardie properties.
+
+Pursuant to the Agreement, escrows were
+established for  the cost  of certain building
+improvements (the "Improvements"). In  addition
+to payment of the purchase price, at  closing,
+the  Purchaser  deposited into these  escrows
+approximately $3.9 million, of which
+approximately $1.6 million related to Glenhardie
+II.  The Partnership did not include the  amount
+of  the  escrowed sales proceeds in its
+calculation  of  the gain  on the sale of the
+property because of the uncertainty of  its
+realization.   In  October  1999,  the
+Partnership received  approximately $344,000,
+the remaining  balance  of the  escrow  deposit
+(including interest  of  approximately $51,000)
+after all costs of the Glenhardie II
+Improvements had been funded.
+
+In  fiscal  1996,  the Partnership sold the
+Wallkill  Plaza shopping   center.   A  portion
+of  the  sale   price  was
+represented  by  a  $1.2 million promissory
+note  from  the purchaser, payment of which was
+contingent on the outcome of the bankruptcy
+proceedings of Bradlees Department Stores, an
+anchor   tenant  at  the  shopping  center.   In
+1996         the
+Partnership  did not include the $1.2 million
+note  in  the calculation of the gain on the
+sale of the property  because of  uncertainty
+of  the realization.  In  April  1999,  the
+purchaser  paid the Partnership approximately
+$1.4  million, representing payment of the note
+in the full, plus  interest at                           4.5%.
+
+All  distributed  net sale proceeds (plus
+related  interest) were  paid  100%  to the
+Limited Partners.  All  gains  from property
+sales (plus related interest) were allocated
+100% to the Limited Partners.
+
+
+5.  Investment in Joint Venture
+
+Taxter Corporate Park, Westchester County, New
+York
+
+Pursuant to a Purchase and Sale Agreement dated
+as of  April 4,  2000, as amended, on May 23,
+2000, TPA sold the land and buildings which
+comprise the Taxter property to a subsidiary of         Mack-Cali  Realty
+Corporation  (the  "Purchaser"),  an
+unaffiliated party, for a negotiated sale price
+of  $42.725 million.  In connection with the
+sale, TPA acquired from  an affiliate and
+conveyed to the Purchaser certain interests in
+the  Taxter property, including interests that
+the affiliate had  acquired  from  KLM  Royal
+Dutch  Airlines,  for  $6.75 million,  in
+February  1999.  Of the $42.725  million,  TPA
+remitted $6.75 million of the sale proceeds to
+the affiliate in connection with the
+transaction.
+
+The purchase price was paid in cash at closing.
+At closing, the   Partnership   received
+approximately   $4.9   million representing  its
+14.8% share of the cash received  by  TPA, net
+of  its share of TPA's closing cost, the amount
+of  the obligation owed to the affiliate and
+other deductions.
+
+On  June 29, 2000, the Partnership paid, 100% to
+the Limited Partners,  a  cash distribution
+which included  Taxter  sale proceeds  of
+approximately $4.7 million ($26.76  per  Unit).
+The  Partnership retained a portion of the sale
+proceeds  to cover any contingencies that may
+arise pursuant to the  sale and if required, pay
+administrative expenses and liabilities that
+may  arise while the Partnership winds up its
+affairs. Any  sale  proceeds remaining,
+subsequent to the payment  of any
+contingencies, will be distributed to Limited
+Partners only.
+
+The  Partnership's share of TPA's gain on the
+sale  of  the Taxter  property was approximately
+$2.5 million;  such  gain was allocated 100% to
+Limited Partners.
+
+The partners of TPA each receive cash flow and
+profits and losses according to their ownership
+interests.
+<PAGE>
+
+</TABLE>
+<TABLE>
+Summarized balance sheet information of TPA is
+as follows: <CAPTION>
+
+                                       October
+                                       31, 2000
+                                       1999
+<S>
+<C>     <C>
+Land and buildings, net            $    -
+$15,680,607
+Other                                  103,101
+1,670,760
+
+Total assets                       $   103,101
+$17,351,367
+
+Liabilities                        $    10,968 $
+214,272
+Partners' capital                       92,133
+17,137,095
+
+Total liabilities and capital      $   103,101
+$17,351,367
+
+Summarized income statements of TPA are as
+follows:
+                                     Years ended
+                                  October 31,
+                                  2000     1999
+                                  1998
+<S>                          <C>        <C>
+<C>
+Gain on sale of real estate  $15,700,138       $
+- -        $ -
+Rental income                3,056,084 5,860,022
+5,158,170
+Other income                    10,398    45,245
+67,779
+
+                            18,766,620 5,905,267
+5,225,949
+
+Property operating expenses  1,775,441 3,054,679
+2,455,628 Depreciation and amortization  349,669
+1,238,539 1,241,470
+
+                             2,125,110 4,293,218
+3,697,098
+
+Net  income                   $16,641,510
+$  1,612,049
+$                            1,528,851
+
+Activity  in  the  Partnership's investment  in
+TPA  is  as follows:
+
+                                     Years ended
+                                  October 31,
+                                  2000     1999
+                                  1998
+
+<S>                          <C>       <C>
+<C>
+
+Investment  at beginning of year      $
+2,331,352 $2,373,176
+$                            2,572,800
+Equity in earnings           2,667,882   238,583
+226,269
+Distributions               (5,176,175)(321,292)
+(521,385)
+Additional investments         190,578    40,885
+95,492
+
+Investment  at end of year    $  13,637
+$2,331,352         $
+2,373,176
+
+The accounting policies of TPA are the same as
+those of the Partnership.
+</TABLE>
+<PAGE>
+<TABLE>
+6.  Related Party Transactions
+
+An  affiliate  of  the  Managing  General
+Partner  provided property  management  services
+for  Taxter  Corporate  Park (through  December
+31, 1998),  Glenhardie  I  and  II  (sold April
+1998)and  Framingham Corporate Center (sold
+December 1997).   The Partnership paid the
+affiliate management  fees (included  in
+property operating expenses) of approximately
+$3,000 and $52,000 for the years ended October
+31, 1999  and 1998, respectively.
+
+Another  affiliate of the Managing General
+Partner  performs administrative  functions  and
+processes  certain  investor transactions  and
+prepares tax information for  Partnership. For
+the  years ended October 31, 2000, 1999 and
+1998,  the affiliate was reimbursed
+approximately $61,000, $109,000 and $290,000,
+respectively, for these services.  These
+amounts have  been  recorded in general and
+administrative expenses. The  2000  fees  are
+also included in accounts  payable  and other
+liabilities as of October 31, 2000.
+<CAPTION>
+7.  Summary of Quarterly Results (Unaudited)
+
+                                               Net
+                                                 I
+                                                 n
+                                                 c
+                                                 o
+                                                 m
+                                                 e
+                                                 (
+                                                 L
+                                                 o
+                                                 s
+                                                 s
+                                                 )
+                                              Per
+                                                U
+                                                n
+                                                i
+                                                t
+                                                o
+                                                f
+                                                l
+                                                i
+                                                m
+                                                i
+                                                t
+                                                e
+                                                d
+                Revenue        Net Income     partnership
+                                 (Loss)         interest
+<S>          <C>             <C>
+<C>
+2000
+January 31       $ 65,371      $   14,398        $   0.07
+April 30           95,262              25,793        0.13
+July 31         2,568,022            2,525,797       14.26
+October 31         90,365              32,729        0.21
+Total            $2,819,0      $2,598,717        $  14.67
+             20
+
+<S>          <C>             <C>
+<C>
+
+1999
+January 31       $507,528      $  225,703        $   1.15
+April 30        4,477,257            4,279,280       24.14
+July 31            28,697             (3,511)       (0.04)
+October 31        430,335             359,775        2.04
+Total            $5,443,8      $4,861,247        $  27.29
+             17
+</TABLE>
+<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
+   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 57, has been an Advisory
+Director  of Morgan  Stanley  Dean Witter & Co.,
+Inc.  since     July  2000.
+From  June  1997  to  July 2000, Mr. Smith  was  a  Managing
+Director of Morgan Stanley & Co., Inc. and Co-
+head of Morgan Stanley Realty Incorporated.
+Prior to June 1997, Mr.  Smith was  an
+Executive  Vice President of Dean Witter
+Reynolds, Inc.  and Director of its Investment
+Banking Department  for more than five years.
+
+E.  Davisson  Hardman,  Jr., age 51,  has  been  a  Managing
+Director of Morgan Stanley Asia, Ltd. since June
+1997.   For more  than  five years before June
+1997, Mr. Hardman  was  a Managing Director of
+Dean Witter Realty Inc.
+Ronald T. Carman, age 49, has been an Assistant
+Secretary of Morgan  Stanley  Dean  Witter & Co.
+since  June  1997and  a Managing  Director of
+Morgan Stanley & Co. Inc.  since  July 1998.
+Previously,  he  was  a Senior  Vice  President
+and Associate  General  Counsel of Dean  Witter
+Reynolds  Inc., which he joined in 1984.
+<PAGE>
+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 in  Item  5  above.   The
+General  Partners  received  cash distributions
+of  $210,460 for the year ended  October  31,
+1998.  There were no cash distributions paid to
+the  General Partners for the years ended
+October 31, 2000 and 1999.
+
+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 6      to
+consolidated financial statements in Item 8
+above.
+The  directors  and  officers of the
+Partnership's  Managing General
+Partner   received  no   remuneration   from
+the
+partnership.
+<PAGE>
+  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  January  1, 2001:
+
+   (1)             (2)
+(3)
+
+Amount and
+Title of        Name of
+Nature of
+         Class          Beneficial Owner
+              Beneficial Ownership
+
+Limited      All directors and executive
+*
+Partnership  officers of the Managing
+Interests    General Partner, as a group
+
+
+*  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
+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 Realty,  a  Delaware corporation  which
+is a wholly-owned subsidiary  of  Morgan Stanley
+Dean  Witter  &  Co.  The general  partner  of
+the Associate  General  Partner  is Dean  Witter
+Realty  Income Associates  II  Inc., which is a
+wholly-owned subsidiary  of the  Managing
+General Partner. The limited partner  of  the
+Associate  General  Partner is LSA 84 II  L.P.,
+a  Delaware limited partnership.  Realty and
+certain current and  former officers and
+directors of
+<PAGE>
+Realty   are   partners  of  LSA  84  II  L.P.
+Additional information
+with  respect to the directors and 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 6                     to the consolidated
+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.
+<PAGE>
+       DEAN WITTER REALTY INCOME PARTNERSHIP II,
+L.P.
+                     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  September  6, 1984
+           set  forth  in Exhibit A to the
+           Prospectus included   in                       Registration
+           Statement   Number
+           2-93207 is incorporated herein by
+reference.
+
+           (b)   Certificate of Limited
+           Partnership included in
+           Registration  Statement  Number  2-
+           93207  is incorporated herein by
+           reference.
+
+           (4)   (a)   Amended  and  Restated
+           Agreement  of Limited  Partnership
+           dated  as  of  September  6, 1984
+           set  forth  in Exhibit A to the
+           Prospectus
+           included   in   Registration
+Statement  Number
+           2-93207 is incorporated herein by
+reference.
+
+           (b)   Certificate of Limited
+Partnership included
+           in   Registration  Statement  Number
+           2-93207  is incorporated herein by
+           reference.
+
+           (10)   (a)   Purchase  and  Sale
+Agreements  for
+            properties  purchased were filed as
+            Exhibits  to Form  8-K  on  May  24,
+            1985,  July  15,  1985, October  29,
+            1985, November 15, 1985,  February
+            27,  1986, August 29, 1986,
+            September  4,  1986, December 18,
+            1986 and December 30, 1986 and  are
+            incorporated herein by reference.
+
+           (b)   Purchase and Sale Agreement,
+dated  as  of
+           October  19,  1995,  between Dean
+           Witter  Income Partnership  II,
+           L.P., Midway  Crossing  Limited
+           Partnership, Dean Witter Income
+           Partnership  III, L.P., Genesee
+<PAGE>
+                 Crossing  Limited Partnership,
+           Farmington/9 Mile  Associates, a
+           Michigan Limited Partnership, Hampton
+           Crossing  Associates,  Rochester
+           Hills Limited  Partnership, Dean
+           Witter  Realty  Yield Plus,  L.P.
+           and New Plan Realty Trust (including
+           Exhibit  J  thereto) was filed as an
+           exhibit  to Form   8-K                     on   December  11,
+           1995   and   is
+           incorporated herein by reference.
+
+           (c)    First  Amendment  to  Purchase
+and   Sale
+           Agreement, dated as of October 19,
+           1995,  between Dean  Witter Income
+           Partnership II, L.P.,  Midway
+           Crossing Limited Partnership, Dean
+           Witter  Income Partnership  III,
+           L.P., Genesee Crossing  Limited
+           Partnership,  Farmington/9  Mile
+           Associates,   a Michigan  Limited
+           Partnership, Hampton  Crossing
+           Associates,  Rochester Hills Limited
+           Partnership, Dean  Witter Realty
+           Yield Plus, L.P. and New Plan Realty
+           Trust was filed as an exhibit to Form
+           8-K on  December 11, 1995 and is
+           incorporated  herein by reference.
+
+           (d)   Purchase  and Sale Agreement
+dated  as  of
+           December  19,  1996, between Dean
+           Witter  Realty Income  Partnership
+           II, L.P., a Delaware  limited
+           partnership,  as  Seller and  Office
+           Opportunity Fund  III,  a California
+           limited partnership,  as Purchaser
+           was filed as an Exhibit to Form 8-K
+           on February  27, 1997 and is
+           incorporated herein  by reference.
+
+           (e)   Purchase and Sale Agreement,
+dated  as  of
+           February   28,   1997,  between
+Century    Square
+           Venture,  a  California general
+           partnership,  as Seller   and
+           Speiker   Properties,   L.P.,               a
+           California limited partnership, as
+           Purchaser  was filed  as  an  Exhibit
+           to Form 8-K on  April  10, 1997 and
+           is incorporated herein by reference.
+
+       (f)  Purchase and Sale Agreement, dated as of
+           October 22, 1997, between Framingham
+           Corporate Center Limited Partnership as
+           Seller and Massachusetts Mutual Life
+           Insurance Company as Purchaser was filed
+           as an Exhibit to Form 8-K on December 3,
+           1997 and is incorporated herein by
+           reference.
+
+       (g)  Purchase and Sale Agreement, dated as of
+           February 10, 1998, between DWR
+           Chesterbrook Associates, Glenhardie
+           Corporation, the
+<PAGE>
+           Partnership,    Dean   Witter    Realty
+           Income Partnership  III, L.P., and Part
+           Six  Associates,
+           as  Sellers,  and  FV Office Partners,  L.P.,
+           as Purchaser was filed as an exhibit to Form 8-k
+           on April  1,  1998  and  is incorporated  herein
+           by reference.
+
+       (h)  Purchase and sale Agreement Dated as of
+           February 16,
+1999 between the Partnership, Dean Witter Realty Income
+Partnership III, L.P., and New Plan Excel Realty Trust.
+Inc. was filed as exhibit to Form 10Q for the period ended
+January 31, 1999 and is incorporated herein by reference.
+
+       (i)  Assignment and Option Agreement dated February
+           8, 1999 between Taxter Park Associates and DW
+           Taxter Special Corp. was filed as an Exhibit to
+           Form 10-Q for the period ended January 31, 1999
+           and is incorporated herein by reference
+
+ (j)  (I) Purchase and Sale Agreement Dated as of April 4,
+           2000, First Amendment to Purchase and Sale
+           Agreement Dated as of May 3, 2000, Second
+           Amendment to Purchase and Sale Agreement Dated
+           as of May 11, 2000, Third Amendment to Purchase
+           and Sale Agreement Dated as of May 17, 2000, and
+           Forth Amendment to Purchase and Sale Agreement
+           Dated as of May 18, 2000 all between Taxter Park
+           Associates as Seller, DW Taxter Special Corp. as
+           Sublandlord and Mack-Cali Realty Acquisition
+           Corp. as purchaser, (II) Termination, Assignment
+           and Recognition Agreement as of May 23, 2000
+           between Taxter Park Associates, DW Taxter
+           Special Corp, Mack-Cali Realty Acquisition Corp.
+           and KLM Royal Dutch Airlines and (III)
+           Termination Agreement as of May 23, 2000 between
+           Taxter Park Associates and DW Taxter Special
+           Corp., all filed as exhibits to the Registrant's
+           Report on Form 8-K on May 23, 2000 are
+           incorporated herein by reference.
+
+   (21)    Subsidiaries: Framingham Corporate Center LP,
+      a Massachusetts  limited partnership.
+
+
+(b)Reports on Form 8-K -
+  No  Forms  8-K were filed by the Partnership
+                   during  the
+   last quarter of the period covered by this
+                     report.
+<PAGE>
+       DEAN WITTER REALTY INCOME PARTNERSHIP II,
+                        L.P. SCHEDULE III
+
+(A) Reconciliation of real estate owned at
+October 31:
+
+
+   2000                         1999      1998
+Balance at beginning of period    $    -       $
+   15,073,698 $                      33,923,086
+Additions (deletions) during period:
+ Improvements                    -      189,072
+                     489,976
+  Real estate sold                 -    (15,262,770)
+                           (
+19,339,364)
+
+Balance at end of period     $    -    $     -
+$15,073,698
+
+(B) Reconciliation of accumulated depreciation:
+   2000                         1999      1998
+Balance at beginning of period    $    -       $  4,727,834$
+12,757,533
+Additions (deletions) during
+   period:
+ Depreciation expense            -      113,395     548,902
+        Real estate sold                 -    (4,841,229)
+                           (8,578,601)
+
+ Balance end of period       $    -    $     -    $4,727,834
+
+
+<PAGE>
+         DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
+                           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.
+
+
+
+By: Dean Witter Realty Income Properties II Inc.
+    Managing General Partner
+
+By:  /s/E.  Davisson Hardman, Jr.              Date:
+January  26, 2001
+    E. Davisson Hardman, Jr.
+    President
+
+By:  /s/Raymond E. Koch                       Date:
+January  26,
+2001   Raymond E. Koch
+    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 INCOME PROPERTIES II INC.
+Managing General Partner
+
+/s/William B. Smith                          Date:
+January 26,
+2001
+William B. Smith
+Chairman of the Board of Directors
+
+/s/E.  Davisson Hardman, Jr.                  Date:
+January  26, 2001
+E. Davisson Hardman, Jr.
+Director
+
+/s/Ronald  T. Carman                          Date:
+January  26,
+2001
+Ronald T. Carman
+Director
+
+
+
+</TEXT>
+</DOCUMENT>
+</SEC-DOCUMENT>
+-----END PRIVACY-ENHANCED MESSAGE-----