**UNITEDSTATES**

**SECURITIES AND EXCHANGECOMMISSION**

**WASHINGTON****, DC 20549**

** **

**Form10-K**

(Mark One)

[X]   ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

 

                          For the fiscal year ended December 31, 2008

 

or

 

[ ]   TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

 

                     For the transition period from _________to _________

 

                                Commission file number 0-10256

 

                                     SHELTER PROPERTIES II

                    (Exact name of registrant as specified in its charter)

 

 

                                 55 Beattie Place, PO Box 1089

                               Greenville, South Carolina  29602

                           (Address of principal executive offices)

 

               Registrant's telephone number, including area code (864) 239-1000

 

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

 

                                             None

 

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

 

                             Units of Limited Partnership Interest

                                       (Title of class)

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. Yes [ ] No [X]

 

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or 15(d)of the Act. Yes [ ] No [X]

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90days. Yes [X] No [ ]

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405of this chapter) is not contained herein, and will not be contained, to the bestof the registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment to thisForm 10-K. [X]

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of“large accelerated filer”, “accelerated filer” and “smaller reporting company”in Rule 12b-2 of the Act.

 

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes [ ] No [X]

 

State the aggregate marketvalue of the voting and non-voting partnership interests held by non-affiliatescomputed by reference to the price at which the partnership interests were lastsold, or the average bid and asked prices of such partnership interests as ofthe last business day of the registrant’s most recently completed second fiscalquarter.  No market exists for the limited partnership interests of theRegistrant, and, therefore, no aggregate market value can bedetermined.

 

**DOCUMENTS INCORPORATED BYREFERENCE**

**None**