  We present deep near-IR photometry for Galactic bulge stars in Baade's
Window, $(l,b) = (1.0\deg, -3.9\deg),$ and another minor axis field at $(l,b) =
(0^\circ,-6^\circ)$. We combine our data with previously published photometry
and construct a luminosity function over the range $5.5 \leq K_0 \leq 16.5$,
deeper than any previously published. The slope of this luminosity function and
the magnitude of the tip of the first ascent giant branch are consistent with
theoretical values derived from isochrones with appropriate age and
metallicity.
  We use the relationship between [Fe/H] and the giant branch slope derived
from near-IR observations of metal rich globular clusters by Kuchinski {\it et
al.} [AJ, 109, 1131 (1995)] to calculate the mean metallicity for several bulge
fields along the minor axis. For Baade's Window we derive $\langle
{\rm[Fe/H]}\rangle = -0.28 \pm 0.16$, consistent with the recent estimate of
McWilliam \& Rich [ApJS, 91, 749 (1994)], but somewhat lower than previous
estimates based on CO and TiO absorption bands and the $JHK$ colors of M giants
by Frogel {\it et al.} [ApJ, 353, 494 (1990)]. Between $b = -3\deg$ and
$-12\deg$ we find a gradient in $\langle {\rm [Fe/H]}\rangle$ of $-0.06 \pm
0.03$ dex/degree or $-0.43 \pm 0.21$ dex/kpc for $R_0 = 8$ kpc, consistent with
other independent derivations. We derive a helium abundance for Baade's Window
with the $R$ and $R^\prime$ methods and find that $Y = 0.27 \pm 0.03$ implying
$\Delta Y / \Delta Z = 3.3 \pm 1.3$.
  Next, we find that the bolometric corrections for bulge K giants ($V - K \leq
2$) are in excellent agreement with empirical derivations based on observations
of globular cluster and local field stars. However, for the redder M giants we
