SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   Form 10-KSB

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


                    For the fiscal year ended December 31, 2003


[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934


                  For the transition period _________to _________

                         Commission file number 0-10256

                              SHELTER PROPERTIES II
                 (Name of small business issuer in its charter)

      South Carolina                                            57-0709233
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                         55 Beattie Place, P.O. Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                                 (864) 239-1000
                            Issuer's telephone number

           Securities registered under Section 12(b) of the Exchange Act:

                                      None

           Securities registered under Section 12(g) of the Exchange Act:

                      Units of Limited Partnership Interest
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act of 1934 during the past 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___

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will 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-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.  $6,480,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests, as of December 31, 2003. No market exists for the limited partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.



                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


<PAGE>




The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending   claims  and  any  adverse   outcomes  and   possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.


                                     PART I

Item 1.     Description of Business

Shelter Properties II (the "Registrant" or the "Partnership") was organized as a
limited partnership under the laws of the State of South Carolina on October 10,
1980.  The general  partner  responsible  for  management  of the  Partnership's
business is Shelter Realty II  Corporation,  a South Carolina  corporation  (the
"Corporate General  Partner").  The Corporate General Partner is a subsidiary of
Apartment  Investment and Management Company  ("AIMCO"),  a publicly traded real
estate investment trust. The other general partner is AIMCO Properties, L.P., an
affiliate of the Corporate General Partner and AIMCO. The Partnership  Agreement
provides  that the  Partnership  is to  terminate  on  December  31, 2020 unless
terminated prior to such date.

The  Partnership is engaged in the business of operating and holding real estate
properties  for  investment.   In  1981,  during  its  acquisition   phase,  the
Partnership  acquired  five  existing  apartment  properties.   The  Partnership
continues to own and operate two of these  properties.  See "Item 2. Description
of Properties".

Commencing February 2, 1981, the Partnership offered, pursuant to a Registration
Statement filed with the Securities and Exchange Commission,  up to 27,400 Units
of Limited Partnership  Interest (the "Units") at a purchase price of $1,000 per
Unit with a minimum  purchase of 5 Units ($5,000),  or 1.5 Units ($1,500) for an
Individual  Retirement  Account.  An additional  100 Units were purchased by the
Corporate General Partner. Since its offering, the Partnership has not received,
nor are limited partners required to make, additional capital contributions.

The offering terminated on April 30, 1981. Upon termination of the offering, the
Partnership  had accepted  subscriptions  for 27,500 Units,  including 100 Units
purchased by the Corporate General Partner, for an aggregate of $27,500,000. The
Partnership invested approximately $21,000,000 of such proceeds in five existing
apartment  properties.  Prior to December 31,  2003,  the  Partnership  sold two
properties and lost one property to the lender through foreclosure.

The Partnership  has no employees.  Management and  administrative  services are
provided  by the  Corporate  General  Partner  and  by  agents  retained  by the
Corporate  General  Partner.  An affiliate of the Corporate  General Partner has
been providing such property management services.


<PAGE>


Risk Factors

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the Partnership's properties.  The number and quality of competitive properties,
including  those which may be managed by an affiliate of the  Corporate  General
Partner,  in such market area could have a material  effect on the rental market
for the  apartments at the  Partnership's  properties  and the rents that may be
charged  for such  apartments.  While  the  Corporate  General  Partner  and its
affiliates  own and/or  control a significant  number of apartment  units in the
United  States,  such  units  represent  an  insignificant  percentage  of total
apartment  units in the United  States and  competition  for the  apartments  is
local.

Laws benefiting  disabled persons may result in the Partnership's  incurrence of
unanticipated  expenses.  Under the Americans with  Disabilities Act of 1990, or
ADA,  all places  intended to be used by the public are required to meet certain
Federal  requirements  related to access and use by disabled persons.  Likewise,
the Fair Housing Amendments Act of 1988, or FHAA, requires apartment  properties
first occupied after March 13, 1990 to be accessible to the  handicapped.  These
and other  Federal,  state  and  local  laws may  require  modifications  to the
Partnership's   properties,   or  restrict   renovations   of  the   properties.
Noncompliance  with  these laws could  result in the  imposition  of fines or an
award of  damages  to private  litigants  and also  could  result in an order to
correct any  non-complying  feature,  which could result in substantial  capital
expenditures.   Although  the  Corporate   General  Partner  believes  that  the
Partnership's   properties  are   substantially   in  compliance   with  present
requirements,  the Partnership may incur  unanticipated  expenses to comply with
the ADA and the FHAA.

Both  the  income  and  expenses  of  operating  the  properties  owned  by  the
Partnership are subject to factors outside of the Partnership's control, such as
changes in the supply and demand for similar  properties  resulting from various
market  conditions,  increases/decreases  in unemployment or population  shifts,
changes in the availability of permanent mortgage  financing,  changes in zoning
laws,  or changes in patterns or needs of users.  In  addition,  there are risks
inherent in owning and operating residential  properties because such properties
are  susceptible to the impact of economic and other  conditions  outside of the
control of the Partnership.

There have been, and it is possible there may be other, Federal, state and local
legislation  and  regulations   enacted   relating  to  the  protection  of  the
environment.  The Partnership is unable to predict the extent,  if any, to which
such new  legislation  or  regulations  might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.

The Partnership  monitors its properties for evidence of pollutants,  toxins and
other dangerous substances, including the presence of asbestos. In certain cases
environmental  testing has been performed which resulted in no material  adverse
conditions or liabilities.  In no case has the Partnership  received notice that
it is a potentially  responsible party with respect to an environmental clean up
site.

A further description of the Partnership's business is included in "Management's
Discussion and Analysis or Plan of Operation"  included in "Item 6" of this Form
10-KSB.

Item 2.     Description of Properties

The following table sets forth the Partnership's investments in properties:

<TABLE>
<CAPTION>

                                  Date of
Properties                       Purchase         Type of Ownership           Use

<S>                              <C>   <C>
Parktown Townhouses              03/01/81    Fee ownership, subject to   Apartment
Deer Park, Texas                             first mortgage              309 units

Signal Pointe Apartments         06/30/81    Fee ownership, subject to   Apartment
Winter Park, Florida                         first mortgage              368 units
</TABLE>

In December 2003, the Partnership sold Raintree Apartments to an unrelated third
party,  for a gross sale price of $4,680,000.  The net proceeds  realized by the
Partnership  were  approximately  $4,546,000 after payment of closing costs. The
Partnership realized a gain of approximately  $3,279,000 as a result of the sale
which is shown as gain on sale of  discontinued  operations.  In  addition,  the
Partnership  recorded a loss on early  extinguishment  of debt of  approximately
$812,000 as a result of the write-off of unamortized loan costs and a prepayment
penalty, which is included in loss from discontinued operations.  The results of
the  property's  operations  for the years  ended  December  31,  2003 and 2002,
including revenues of approximately $1,005,000 and $1,016,000, respectively, are
included in (loss) income from discontinued operations.

Schedule of Properties

Set forth below for each of the  Partnership's  properties is the gross carrying
value, accumulated depreciation,  depreciable life, method of depreciation,  and
Federal tax basis.

<TABLE>
<CAPTION>

                               Gross
                             Carrying    Accumulated                       Federal
Properties                     Value     Depreciation   Rate   Method     Tax Basis
                                  (in thousands)                        (in thousands)

<S>                           <C>          <C>          <C>                <C>
Parktown Townhouses           $15,352      $ 7,155      5-35     S/L       $ 5,322
Signal Pointe Apartments       13,377        9,919      5-37     S/L         2,280

          Totals              $28,729      $17,074                         $ 7,602
</TABLE>

See  "Note  A" to the  financial  statements  included  in  "Item  7.  Financial
Statements"   for  a  description   of  the   Partnership's   depreciation   and
capitalization policies.

Schedule of Property Indebtedness

The  following  table  sets  forth  certain  information  relating  to the loans
encumbering the Partnership's properties.

<TABLE>
<CAPTION>

                                Principal
                                Balance At     Stated
                              December 31,     Interest       Period        Maturity
Property (1)                      2003           Rate        Amortized        Date
                             (in thousands)
Parktown Townhouses
<S>                              <C>             <C>          <C>           <C>   <C>
  1st mortgage                   $ 7,233         7.21%        20 yrs        01/01/21

Signal Pointe Apartments
  1st mortgage                     8,231         7.22%        20 yrs        01/01/21

           Total                 $15,464
</TABLE>

(1)   See "Item 7. Financial  Statements - Note B" for information  with respect
      to the  Partnership's  ability  to repay  these  loans and other  specific
      details about these loans.

Rental Rates and Occupancy

Average  annual  rental rate per unit and  occupancy  for 2003 and 2002 for each
property:

                                       Average Annual               Average
                                        Rental Rate                Occupancy
                                         (per unit)

 Properties                          2003         2002          2003        2002

 Parktown Townhouses (1)           $ 9,731       $ 9,320        89%          53%
 Signal Pointe Apartments            7,624         7,790        95%          93%

(1)   During June 2001, Parktown Townhouses was damaged by severe flooding which
      affected certain areas of Texas. The property incurred extensive damage as
      a result of the flooding and was largely vacant during  reconstruction  in
      2002. As of August 2002,  the  redevelopment  of the property was complete
      and the previously damaged units were available for occupancy.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly  competitive.  All of the  properties of the  Partnership  are subject to
competition  from  other  residential  apartment  complexes  in  the  area.  The
Corporate  General  Partner  believes that all of the  properties are adequately
insured.  Each  property is an  apartment  complex  which leases units for lease
terms of one year or  less.  No  residential  tenant  leases  10% or more of the
available  rental space.  All of the properties are in good physical  condition,
subject to normal  depreciation  and  deterioration  as is typical for assets of
this type and age.

Real Estate Taxes and Rates

Real estate taxes and rates in 2003 for each property were:

                                                2003            2003
                                               Billing        Rate (1)
                                           (in thousands)

       Parktown Townhouses                      $240            3.29%
       Signal Pointe Apartments                  168            1.71%

(1)   The  rates  are  based  on the  local  authority's  assessed  value of the
      investment properties.

Capital Improvements

Parktown Townhouses

The  Partnership  completed  approximately  $107,000 of capital  improvements at
Parktown Townhomes during the year ended December 31, 2003, consisting primarily
of major  landscaping,  plumbing  fixtures,  parking lot  resurfacing  and water
heater,  appliance,  and floor covering  replacements.  These  improvements were
funded from  operating cash flow.  The  Partnership is currently  evaluating the
capital  improvement  needs of the property for the upcoming  year and currently
expects  to  budget  approximately  $170,000.  Additional  improvements  may  be
considered during 2004 and will depend on the physical condition of the property
as well as anticipated cash flow generated by the property.

Signal Pointe Apartments

The  Partnership  completed  approximately  $322,000 of capital  improvements at
Signal Pointe  Apartments  during the year ended  December 31, 2003,  consisting
primarily of air conditioning unit  replacements,  appliances and floor covering
replacements,  safety upgrades, and structural improvements.  These improvements
were funded from operating cash flow.  The  Partnership is currently  evaluating
the  capital  improvement  needs  of the  property  for the  upcoming  year  and
currently expects to budget approximately $202,000.  Additional improvements may
be  considered  during 2004 and will  depend on the  physical  condition  of the
property as well as anticipated cash flow generated by the property.

Raintree Apartments

The  Partnership  completed  approximately  $61,000 of capital  improvements  at
Raintree  Apartments  during  the  year  ended  December  31,  2003,  consisting
primarily of appliances and floor covering replacements. These improvements were
funded from operations. This property was sold in December 2003.

The additional  capital  expenditures will be incurred only if cash is available
from  operations  and  Partnership  reserves.  To the extent that such  budgeted
capital improvements are completed,  the Partnership's  distributable cash flow,
if any, may be adversely affected at least in the short term.

Item 3.     Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, during the third quarter of 2001, a complaint (the "Heller action")
was filed  against  the same  defendants  that are named in the  Nuanes  action,
captioned  Heller v.  Insignia  Financial  Group.  On or about  August 6,  2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser. An affiliate of the Corporate General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Corporate   General  Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.  On January 28, 2004, Objector filed his
opening brief in his pending appeal.  The Corporate General Partner is currently
scheduled  to file a brief in  support  of the order  approving  settlement  and
entering judgment thereto by April 23, 2004.

On August 8, 2003 AIMCO Properties  L.P., an affiliate of the Corporate  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

The  Corporate  General  Partner  does  not  anticipate  that  any  costs to the
Partnership, whether legal or settlement costs, associated with these cases will
be material to the Partnership's overall operations.

Item 4.     Submission of Matters to a Vote of Security Holders:

During the quarter ended December 31, 2003, no matter was submitted to a vote of
Unit holders through the solicitation of proxies or otherwise.

                                     PART II

Item 5.     Market for the Partnership Equity and Related Partner Matters

The Partnership,  a publicly-held  limited partnership,  offered and sold 27,400
limited partnership units aggregating $27,400,000.  An additional 100 units were
purchased by the Corporate  General Partner.  The Partnership had 779 holders of
record  owning an aggregate of 27,500 Units at December 31, 2003.  Affiliates of
the Corporate General Partner owned 20,326 units or 71.01% at December 31, 2003.
No public trading market has developed for the Units,  and it is not anticipated
that such a market will develop in the future.

No  distributions  were made by the Partnership  during the years ended December
31, 2003 and 2002.  Future cash  distributions  will depend on the levels of net
cash generated from operations, the availability of cash reserves and the timing
of debt maturities,  refinancings, and/or property sales. The Partnership's cash
available  for  distribution  is  reviewed on a monthly  basis.  There can be no
assurance,  however,  that the Partnership  will generate  sufficient funds from
operations  after required capital  expenditures to permit  distributions to its
partners in the year 2004 or subsequent  periods.  See "Item 2.  Description  of
Properties  - Capital  Improvements"  for  information  relating to  anticipated
capital expenditures at the properties.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 20,326 limited  partnership  units
(the "Units") in the Partnership representing 71.01% of the outstanding Units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Corporate General Partner.  As a result of its ownership of 71.01% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
such voting  decisions with respect to the  Partnership.  Although the Corporate
General  Partner  owes  fiduciary   duties  to  the  limited   partners  of  the
Partnership,  the Corporate  General Partner also owes fiduciary duties to AIMCO
as its sole  stockholder.  As a  result,  the  duties of the  Corporate  General
Partner,  as  corporate  general  partner,  to the  Partnership  and its limited
partners may come into conflict with the duties of the Corporate General Partner
to AIMCO, as its sole stockholder.

Item 6.     Management's Discussion and Analysis or Plan of Operation

This item should be read in conjunction with the financial  statements and other
items contained elsewhere in this report.

Results of Operations

The  Partnership's  net  income  for  the  year  ended  December  31,  2003  was
approximately $3,633,000, compared to net income of approximately $2,206,000 for
the year ended  December  31,  2002.  The  increase  in net income is due to the
recognition  of a gain on sale of  discontinued  operations  in 2003,  partially
offset by a decrease in total  revenues and increases in total expenses and loss
from discontinued operations. Effective January 1, 2002, the Partnership adopted
Statement  of  Financial  Accounting  Standards  No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived  Assets",  which established  standards for
the way that public business  enterprises  report  information  about long-lived
assets that are either being held for sale or have  already been  disposed of by
sale or other means.  The standard  requires  that results of  operations  for a
long-lived  asset that is being held for sale or has already been disposed of be
reported as a  discontinued  operation  on the  statement  of  operations.  As a
result,  the  accompanying  statements  of  operations  have been restated as of
January 1, 2002 to reflect  the  operations  of  Raintree  Apartments  as (loss)
income from discontinued operations.

In December 2003, the Partnership sold Raintree Apartments to an unrelated third
party,  for a gross sale price of $4,680,000.  The net proceeds  realized by the
Partnership  were  approximately  $4,546,000 after payment of closing costs. The
Partnership realized a gain of approximately  $3,279,000 as a result of the sale
which is shown as gain on sale of  discontinued  operations.  In  addition,  the
Partnership  recorded a loss on early  extinguishment  of debt of  approximately
$812,000 as a result of the write-off of unamortized loan costs and a prepayment
penalty, which is included in loss from discontinued operations.  The results of
the  property's  operations  for the years  ended  December  31,  2003 and 2002,
including revenues,  of approximately  $1,005,000 and $1,016,000,  respectively,
are included in (loss) income from discontinued operations.

The Partnership's income from continuing  operations for the year ended December
31, 2003 was approximately  $1,177,000,  as compared to approximately $2,160,000
for the year ended  December  31, 2002.  The decrease in income from  continuing
operations  is due to a decrease  in total  revenues  and an  increase  in total
expenses.  The  decrease  in total  revenues is  primarily  due to a decrease in
casualty gain recognized in relation to Parktown Townhouses, partially offset by
an  increase  in rental and other  income.  Rental  income  increased  due to an
increase in occupancy and average  rental rates at Parktown  Townhouses  and the
recognition  of  approximately  $378,000  in lost rents at  Parktown  Townhouses
partially offset by increases in rental concessions and bad debt expense at both
investment  properties.  Other  income  increased  due  to  increases  in  lease
cancellation fees and utility reimbursements at Parktown Townhomes and due to an
increase in late charges at both investment properties.

During June 2001,  Parktown  Townhouses incurred extensive damage as a result of
severe flooding which affected  certain areas of Texas. The  reconstruction  and
mold remediation of the property took place during 2001 and 2002 and all repairs
were  substantially  complete at the end of 2002.  As a result,  in 2002 the net
assets were  written off and the  Partnership  recorded a casualty  gain for the
insurance  proceeds received in excess of the net assets written off. During the
year ended  December  31, 2003,  additional  insurance  proceeds  related to the
reconstruction of approximately  $527,000 were received and were recognized as a
casualty gain. In addition,  approximately $582,000 was received related to lost
rents, of which approximately  $378,000 was recorded in 2003 as rental income in
the accompanying financial statements.

Due to the  reconstruction,  Parktown  Townhouses was largely  physically vacant
during  2002.  As a  result,  interest,  property  taxes and  certain  operating
expenses totaling approximately  $319,000,  $142,000 and $79,000,  respectively,
were capitalized  during the year ended December 31, 2002. During the year ended
December 31, 2003, no such costs were capitalized.

Total  expenses  increased  due to increases  in  operating,  depreciation,  and
property   tax  expenses   partially   offset  by  a  decrease  in  general  and
administrative  expense.   Operating  expense  increased  due  to  increases  in
advertising,  property and maintenance  expenses.  Advertising expense increased
due to an  increase in  periodicals  at Parktown  Townhouses  and Signal  Pointe
Apartments.  Property expense  increased due to increases in payroll and related
expenses and utilities at both  properties and employee  apartments at Parkstown
Townhouses.  Maintenance  expense increased due to an increase in contract labor
at both of the investment properties and a decrease in capitalized costs related
to the reconstruction at Parktown Townhouses. Depreciation expense increased due
to new  assets  placed  into  service  during  the  past  12  months  and due to
approximately  214  units  being  unoccupied  due to the  casualty  at  Parktown
Townhouses and therefore not depreciated in 2002. Property tax expense increased
due  to  the  capitalization  of  the  property  taxes  applicable  to  Parktown
Townhouses during the reconstruction period in 2002.

General  and  administrative  expenses  for the year  ended  December  31,  2003
decreased due to a decrease in  reimbursements  to the Corporate General Partner
as allowed  under the  Partnership  Agreement.  Also  included  in  general  and
administrative  expenses  are costs  associated  with the  quarterly  and annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required  by  the  Partnership  Agreement  are  also  included  in  general  and
administrative expenses.

As part of the ongoing business plan of the Partnership,  the Corporate  General
Partner  monitors  the  rental  market  environment  at each  of its  investment
properties  to assess  the  feasibility  of  increasing  rents,  maintaining  or
increasing  occupancy  levels and protecting the  Partnership  from increases in
expenses.  As part of this plan,  the  Corporate  General  Partner  attempts  to
protect  the  Partnership  from the  burden of  inflation-related  increases  in
expenses by increasing  rents and  maintaining a high overall  occupancy  level.
However,  the Corporate  General  Partner may use rental  concessions and rental
rate reductions to offset softening market conditions,  accordingly, there is no
guarantee  that the  Corporate  General  Partner  will be able to sustain such a
plan.

Liquidity and Capital Resources

At  December  31,  2003,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $1,381,000  compared to  approximately  $361,000 at December  31,
2002. Cash and cash equivalents increased approximately $1,020,000 from December
31,  2002  due  to  approximately  $4,581,000  of  cash  provided  by  investing
activities  and  $2,738,000 of cash provided by operating  activities  partially
offset by approximately  $6,299,000 of cash used in financing  activities.  Cash
provided by investing activities consisted of proceeds from the sale of Raintree
Apartments  and  insurance  proceeds  received,  partially  offset  by  property
improvements and replacements.  Cash used in financing  activities  consisted of
the  repayment of the mortgage  encumbering  Raintree  Apartments,  a prepayment
penalty on the mortgage encumbering  Raintree Apartments,  principal payments on
the  mortgages  encumbering  the  Partnership's  properties,  and  repayment  of
advances from an affiliate of the Corporate  General Partner partially offset by
advances  received  from an  affiliate of the  Corporate  General  Partner.  The
Partnership invests its working capital reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state,  and local  legal and  regulatory  requirements.  The  Corporate  General
Partner monitors developments in the area of legal and regulatory compliance and
is studying new federal laws,  including  the  Sarbanes-Oxley  Act of 2002.  The
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance,  including  increased  legal  and audit  fees.  The  Partnership  is
currently  evaluating  the capital  improvement  needs of the properties for the
upcoming  year.  The minimum  amount to be budgeted is expected to be  $372,000.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the  properties as well as  anticipated  cash flow generated by the
properties. To the extent that such budgeted capital improvements are completed,
the Partnership's  distributable cash flow, if any, may be adversely affected at
least in the short term.

The  Partnership's  assets are thought to be sufficient  for any near term needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness    encumbering   the   Partnership's   investment   properties   of
approximately  $15,464,000  is amortized  over 240 months with maturity dates of
January 1, 2021, at which time the loans are scheduled to be fully amortized.

No  distributions  were made by the Partnership  during the years ended December
31, 2003 and 2002.  Future cash  distributions  will depend on the levels of net
cash generated from operations, the availability of cash reserves and the timing
of debt maturities,  refinancings, and/or property sales. The Partnership's cash
available  for  distribution  is  reviewed on a monthly  basis.  There can be no
assurance,  however,  that the Partnership  will generate  sufficient funds from
operations  after required capital  expenditures to permit  distributions to its
partners in the year 2004 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 20,326 limited  partnership  units
(the "Units") in the Partnership representing 71.01% of the outstanding Units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Corporate General Partner.  As a result of its ownership of 71.01% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
such voting  decisions with respect to the  Partnership.  Although the Corporate
General  Partner  owes  fiduciary   duties  to  the  limited   partners  of  the
Partnership,  the Corporate  General Partner also owes fiduciary duties to AIMCO
as its sole  stockholder.  As a  result,  the  duties of the  Corporate  General
Partner,  as  corporate  general  partner,  to the  Partnership  and its limited
partners may come into conflict with the duties of the Corporate General Partner
to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note A - Organization and Significant Accounting Policies" which is included in
the  financial  statements  in "Item 7.  Financial  Statements".  The  Corporate
General  Partner  believes that the  consistent  application  of these  policies
enables the  Partnership  to provide  readers of the financial  statements  with
useful and reliable  information about the  Partnership's  operating results and
financial condition.  The preparation of financial statements in conformity with
accounting  principles  generally  accepted in the United  States  requires  the
Partnership to make estimates and  assumptions.  These estimates and assumptions
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial statements as well as reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  these  estimates.
Judgments  and  assessments  of  uncertainties  are  required  in  applying  the
Partnership's  accounting policies in many areas. The Partnership  believes that
of its  significant  accounting  policies,  the  following  may involve a higher
degree of judgment and complexity.


Impairment of Long-Lived Assets

Investment  properties  are  recorded at cost,  less  accumulated  depreciation,
unless  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying  amount of a property may be  impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's investment properties.  These factors include, but are not limited
to,  changes  in the  national,  regional  and  local  economic  climate;  local
conditions,  such as an oversupply of multifamily  properties;  competition from
other available  multifamily property owners and changes in market rental rates.
Any adverse changes in these factors could cause impairment of the Partnership's
assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized monthly as it is earned. The
Partnership  evaluates all accounts receivable from residents and establishes an
allowance, after the application of security deposits, for accounts greater than
30 days past due on current tenants and all receivables due from former tenants.
The Partnership will offer rental concessions during particularly slow months or
in response to heavy  competition from other similar  complexes in the area. Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.


<PAGE>


Item 7.     Financial Statements

SHELTER PROPERTIES II

LIST OF FINANCIAL STATEMENTS


      Report of Ernst & Young, LLP Independent Auditors

      Balance Sheet - December 31, 2003

      Statements of Operations - Years ended December 31, 2003 and 2002

      Statements of Changes in Partners' Deficit - Years ended December 31, 2003
      and 2002

      Statements of Cash Flows - Years ended December 31, 2003 and 2002

      Notes to Financial Statements


<PAGE>


                 Report of Ernst & Young LLP, Independent Auditors



The Partners
Shelter Properties II


We have audited the  accompanying  balance sheet of Shelter  Properties II as of
December  31,  2003,  and the  related  statements  of  operations,  changes  in
partners' deficit,  and cash flows for each of the two years in the period ended
December 31, 2003.  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 auditing standards generally accepted
in the United States. 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 the  Partnership's  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 Shelter  Properties  II at
December 31, 2003, and the results of its operations and its cash flows for each
of the two years in the period  ended  December  31, 2003,  in  conformity  with
accounting principles generally accepted in the United States.


                                                            /s/ERNST & YOUNG LLP


Greenville, South Carolina
February 27, 2004



<PAGE>




                              SHELTER PROPERTIES II

                                  BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2003

<TABLE>
<CAPTION>


Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 1,381
   Receivables and deposits                                                      122
   Restricted escrows                                                            257
   Other assets                                                                  553
   Investment properties (Notes B & F):
      Land                                                    $ 1,630
      Buildings and related personal property                   27,099
                                                               28,729
      Less accumulated depreciation                            (17,074)       11,655
                                                                            $ 13,968

Liabilities and Partners' Deficit
Liabilities
      Accounts payable                                                        $ 62
      Tenant security deposit liabilities                                        143
      Accrued property taxes                                                     240
      Due to affiliates (Note E)                                               1,036
      Other liabilities                                                          412
      Mortgage notes payable (Note B)                                         15,464

Partners' Deficit
   General partners                                            $ (83)
   Limited partners (27,500 units issued and
      outstanding)                                              (3,306)       (3,389)
                                                                            $ 13,968

                 See Accompanying Notes to Financial Statements
</TABLE>


<PAGE>


                              SHELTER PROPERTIES II

                            STATEMENTS OF OPERATIONS
                      (in thousands, except per unit data)

<TABLE>
<CAPTION>


                                                            Years Ended December 31,
                                                               2003            2002
                                                                            (Restated)
Revenues:
<S>                                                          <C>             <C>
  Rental income                                              $ 5,306         $ 3,998
  Other income                                                   647             405
  Casualty gain (Note G)                                         527           2,421
      Total revenues                                           6,480           6,824

Expenses:
  Operating                                                    2,358           2,060
  General and administrative                                     215             243
  Depreciation                                                 1,078             876
  Interest                                                     1,249           1,225
  Property taxes                                                 403             260
      Total expenses                                           5,303           4,664

Income from continuing operations                              1,177           2,160
(Loss) income from discontinued operations                      (823)             46
Gain on sale of discontinued operations (Note D)               3,279              --

Net income (Note C)                                          $ 3,633         $ 2,206

Net income allocated to general partners (1%)                  $ 36            $ 22
Net income allocated to limited partners (99%)                 3,597           2,184
                                                             $ 3,633         $ 2,206
Per limited partnership unit:
  Income from continuing operations                          $ 42.36         $ 77.75
  (Loss) income from discontinued operations                  (29.60)           1.67
  Gain on sale of discontinued operations                     118.04              --

Net income                                                   $130.80         $ 79.42


                 See Accompanying Notes to Financial Statements
</TABLE>


<PAGE>


                              SHELTER PROPERTIES II

                   STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
                        (in thousands, except unit data)

<TABLE>
<CAPTION>


                                        Limited
                                       Partnership    General     Limited
                                          Units       Partners   Partners      Total

<S>                                       <C>           <C>       <C>         <C>
Original capital contributions            27,500        $ 2       $27,500     $27,502

Partners' deficit at
  December 31, 2001                       27,500       $ (141)    $(9,087)    $(9,228)

Net income for the year ended
  December 31, 2002                           --           22       2,184       2,206

Partners' deficit at
  December 31, 2002                       27,500         (119)     (6,903)     (7,022)

Net income for the year ended
  December 31, 2003                           --           36       3,597       3,633

Partners' deficit at
  December 31, 2003                       27,500       $ (83)     $(3,306)    $(3,389)


                 See Accompanying Notes to Financial Statements
</TABLE>


<PAGE>



                              SHELTER PROPERTIES II

                            STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                   Years Ended December 31,
                                                                      2003          2002
Cash flows from operating activities:
<S>                                                                  <C>          <C>
  Net income                                                         $ 3,633      $ 2,206
  Adjustments to reconcile net income to net cash provided by
   operating activities:
     Depreciation                                                      1,261        1,056
     Amortization of discounts and loan costs                             28           28
     Loss on early extinguishment of debt                                812           --
     Gain on sale of discontinued operations                          (3,279)          --
     Casualty gain                                                      (527)      (2,421)
     Change in accounts:
      Receivables and deposits                                           925        4,572
      Other assets                                                       (81)          (2)
      Accounts payable                                                  (171)      (3,682)
      Tenant security deposit liabilities                                (45)          75
      Accrued property taxes                                              51          (69)
      Due to affiliate                                                   (19)          75
      Other liabilities                                                  150           19
          Net cash provided by operating activities                    2,738        1,857

Cash flows from investing activities:
  Property improvements and replacements                                (490)      (5,372)
  Net (deposits to) withdrawals from restricted escrows                   (2)       3,133
  Insurance proceeds received                                            527        4,486
  Proceeds from sale of discontinued operations                        4,546           --
          Net cash provided by investing activities                    4,581        2,247

Cash flows from financing activities:
  Payments on mortgage notes payable                                    (526)        (489)
  Prepayment penalty                                                    (738)          --
  Repayment of mortgage note payable                                  (2,833)          --
  Advances from affiliate                                                 30        1,533
  Repayment of advances from affiliate                                (2,232)      (5,465)
          Net cash used in financing activities                       (6,299)      (4,421)

Net increase (decrease) in cash and cash equivalents                   1,020         (317)

Cash and cash equivalents at beginning of year                           361          678

Cash and cash equivalents at end of year                             $ 1,381       $ 361

Supplemental disclosure of cash flow information:
  Cash paid for interest                                             $ 1,439      $ 1,707

                 See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>


                              SHELTER PROPERTIES II

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2003


Note A - Organization and Significant Accounting Policies

Organization:  Shelter  Properties II (the  "Partnership" or  "Registrant")  was
organized as a limited partnership under the laws of the State of South Carolina
on October 10, 1980.  The general  partner  responsible  for  management  of the
Partnership's  business  is  Shelter  Realty II  Corporation,  a South  Carolina
corporation (the "Corporate General Partner").  The Corporate General Partner is
a  subsidiary  of Apartment  Investment  and  Management  Company  ("AIMCO"),  a
publicly traded real estate investment trust. The other general Partner is AIMCO
Properties,  L.P., an affiliate of the Corporate  General Partner and AIMCO. The
Partnership  Agreement provides that the Partnership is to terminate on December
31,  2020  unless  terminated  prior to such  date.  The  Partnership  commenced
operations  on March  1,  1981,  and  completed  its  acquisition  of  apartment
properties on June 30, 1981. The Partnership  operates two apartment  properties
located in the South and Southeast.

Use of Estimates:  The  preparation of financial  statements in conformity  with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the amounts reported in
the financial  statements and  accompanying  notes.  Actual results could differ
from those estimates.

Allocation of Cash  Distributions:  Cash  distributions  by the  Partnership are
allocated between general and limited partners in accordance with the provisions
of the Partnership  Agreement.  The Partnership Agreement provides that net cash
from operations  means revenue received less operating  expenses paid,  adjusted
for certain  specified items which primarily  include mortgage payments on debt,
property improvements and replacements not previously reserved,  and the effects
of other  adjustments to reserves  including reserve amounts deemed necessary by
the  Corporate  General  Partner.  In  the  following  notes  to  the  financial
statements,  whenever  "net cash  provided by  operations"  is used,  it has the
aforementioned  meaning.  As required by the  Partnership,  the  following  is a
reconciliation   of  "Net  cash  provided  by  operating   activities"   in  the
accompanying statement of cash flow to "Net cash from operations", as defined in
the Partnership  Agreement.  However,  "net cash from operations"  should not be
considered  an  alternative  to net income as an indicator of the  Partnership's
operating performance or to cash flows as a measure of liquidity.

<TABLE>
<CAPTION>

                                                         Years Ended December 31,
                                                             2003          2002
                                                              (in thousands)
<S>                                                        <C>           <C>
Net cash provided by operating activities                  $ 2,738       $ 1,857
  Property improvements and replacements                      (490)       (5,372)
  Payments on mortgage notes payable                          (526)         (489)
  Advances from affiliates for operations                       30            81
  Repayments to affiliates on advances for operations       (2,232)         (420)
  Changes in reserves for net operating liabilities           (810)         (988)
  Changes in restricted escrows, net                            (2)        3,133
      Net cash used in operations                          $(1,292)      $(2,198)
</TABLE>


<PAGE>

The Partnership  Agreement  provides that 99% of  distributions of net cash from
operations  are  allocated to the limited  partners  until they receive net cash
from  operations  for such  fiscal  year equal to 7% of their  adjusted  capital
values (as  defined in the  Partnership  Agreement),  at which point the general
partners will be allocated all net cash from operations until they have received
distributions equal to 10% of the aggregate net cash from operations distributed
to partners  for such fiscal  year.  Thereafter,  the general  partners  will be
allocated 10% of any  distributions  of remaining net cash from  operations  for
such fiscal year.

All  distributions of distributable  net proceeds (as defined in the Partnership
Agreement) from property  dispositions and refinancings will be allocated to the
limited  partners  until each limited  partner has received an amount equal to a
cumulative 7% per annum of the average of the limited partners' adjusted capital
value,   less  any  prior   distributions   of  net  cash  from  operations  and
distributable net proceeds, and has also received an amount equal to the limited
partners' adjusted capital value. Thereafter, the general partners receive 1% of
the selling prices of properties sold where they acted as a broker, and then the
limited  partners  will  be  allocated  85% of any  remaining  distributions  of
distributable net proceeds and the general partners will receive 15%.

Allocation  of Profits,  Gains and  Losses:  Profits,  gains,  and losses of the
Partnership  are allocated  between  general and limited  partners in accordance
with the provisions of the Partnership Agreement.

Profits, not including gain from property dispositions, are allocated as if they
were distributions of net cash from operations.

Any gain from property  dispositions  attributable to the excess, if any, of the
indebtedness relating to a property immediately prior to the disposition of such
property  over  the  Partnership's  adjusted  basis  in the  property  shall  be
allocated to each partner  having a negative  capital  account  balance,  to the
extent of such negative  balance.  The balance of any gain shall be treated on a
cumulative basis as if it constituted an equivalent  amount of distributable net
proceeds  and shall be  allocated  to the  general  partners  to the extent that
general  partners would have received  distributable  net proceeds in connection
therewith; the balance shall be allocated to the limited partners.  However, the
interest  of the general  partners  will be equal to at least 1% of each gain at
all times during the existence of the Partnership.

All  losses,  including  losses  attributable  to  property  dispositions,   are
allocated  99%  to  the  limited  partners  and  1%  to  the  general  partners.
Accordingly,  net income as shown in the statements of operations and changes in
partners'  deficit for 2003 and 2002 was allocated  99% to the limited  partners
and 1% to the general partners. Net income per limited partnership unit for 2003
and 2002 was  computed  as 99% of net  income  divided by 27,500  average  units
outstanding.

Fair Value of Financial Instruments: Statement of Financial Accounting Standards
("SFAS") No. 107,  "Disclosures about Fair Value of Financial  Instruments",  as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair  Value  of  Financial  Instruments",  requires  disclosure  of  fair  value
information  about  financial  instruments,  whether  or not  recognized  in the
balance sheet, for which it is practicable to estimate fair value. Fair value is
defined in the SFAS as the amount at which the instruments could be exchanged in
a  current  transaction  between  willing  parties,  other  than in a forced  or
liquidation  sale.  The  Partnership  believes  that the carrying  amount of its
financial  instruments (except for long term debt) approximates their fair value
due to the short  term  maturity  of these  instruments.  The fair  value of the
Partnership's debt at the incremental borrowing rate is $16,713,000.

Other Reserves:  The general  partners may designate a portion of cash generated
from operations as "other  reserves" in determining net cash used in operations.
Per the Partnership Agreement, the general partners designated as other reserves
an  amount  equal  to the  net  liabilities  related  to the  operations  of the
apartment properties during the current fiscal year that are expected to require
the use of cash  during the next  fiscal  year.  The  changes in other  reserves
during 2003 and 2002 were  decreases of  approximately  $810,000  and  $988,000,
respectively,  which  amounts  were  determined  by  considering  changes in the
balances of receivables and deposits,  other assets,  accounts  payable,  tenant
security  deposits,  accrued  taxes,  and other  liabilities.  At this time, the
Corporate  General Partner expects to continue to adjust other reserves based on
the net change in the aforementioned account balances.

Cash and cash equivalents: Cash and cash equivalents include cash on hand and in
banks.  At certain times,  the amount of cash deposited at a bank may exceed the
limit on insured  deposits.  Cash balances include  approximately  $1,341,000 at
December 31, 2003 that are  maintained by the affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

Restricted escrows: At December 31, 2003,  approximately $232,000 was on deposit
with the mortgage holder of Signal Pointe Apartments until the property achieves
certain  occupancy  levels.   During  2003,  the  final  insurance  proceeds  of
approximately  $527,000  were  released  by the  mortgage  holder  of  Parktowne
Townhouses.

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the apartment  properties and related personal property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used for
real property over 18 years for additions after March 15, 1984 and before May 9,
1985, and 19 years for additions  after May 8, 1985, and before January 1, 1987.
As a result of the Tax Reform Act of 1986,  for  additions  after  December  31,
1986, the modified  accelerated cost recovery method is used for depreciation of
(1)  real  property  additions  over  27 1/2  years  and (2)  personal  property
additions over 5 years.

Loan Costs: Loan costs of approximately $562,000, less accumulated  amortization
of approximately  $84,000,  are included in other assets and are being amortized
by the straight-line method over the life of the loans. Amortization expense for
the year ended December 31, 2003 was approximately $28,000. Amortization expense
is expected to be approximately $24,000 for each of the years 2004 through 2008.

Tenant  Security  Deposits:  The  Partnership  requires  security  deposits from
lessees  for the  duration  of the  lease  and such  deposits  are  included  in
receivables  and  deposits.  Deposits  are  refunded  when the  tenant  vacates,
provided the tenant has not damaged the unit and is current on rental payments.

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less.  The  Partnership  recognizes  income  as  earned  on its  leases.  The
Partnership  evaluates all accounts receivable from residents and establishes an
allowance, after the application of security deposits, for accounts greater than
30 days past due on current tenants and all receivables due from former tenants.
In  addition,  the  Corporate  General  Partner's  policy  is  to  offer  rental
concessions during  particularly slow months or in response to heavy competition
from other similar complexes in the area. Any concessions given at the inception
of the lease are amortized over the life of the lease.

Investment Properties:  Investment properties consist of two apartment complexes
and are  stated  at cost.  Acquisition  fees are  capitalized  as a cost of real
estate. Expenditures in excess of $250 that maintain an existing asset which has
a useful  life of more  than one year are  capitalized  as  capital  replacement
expenditures  and  depreciated  over the  estimated  useful  life of the  asset.
Expenditures for ordinary repairs,  maintenance and apartment turnover costs are
expensed as incurred.

In accordance  with Statement of Financial  Accounting  Standards Board ("SFAS")
No. 144,  "Accounting for the Impairment or Disposal of Long-Lived Assets",  the
Partnership  records  impairment  losses on long-lived assets used in operations
when events and circumstances indicate that the assets might be impaired and the
undiscounted  cash flows estimated to be generated by those assets are less than
the carrying  amounts of those assets.  No  adjustments  for impairment of value
were recorded in the years ended December 31, 2003 and 2002.

Segment Reporting:  SFAS No. 131, Disclosure about Segments of an Enterprise and
Related  Information  established  standards  for the way that  public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  It also establishes  standards
for related disclosures about products and services, geographic areas, and major
customers.  As defined in SFAS No. 131, the  Partnership has only one reportable
segment.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  expense,  included in  operating  expenses  and (loss)  income from
discontinued  operations,  was approximately $144,000 and $115,000 for the years
ended December 31, 2003 and 2002, respectively.

Basis of  Presentation:  Effective  January 1,  2002,  the  Partnership  adopted
Statement  of  Financial  Accounting  Standards  No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived  Assets",  which established  standards for
the way that public business  enterprises  report  information  about long-lived
assets that are either being held for sale or have  already been  disposed of by
sale or other means.  The standard  requires  that results of  operations  for a
long-lived  asset that is being held for sale or has already been disposed of be
reported as a  discontinued  operation  on the  statement  of  operations.  As a
result,  the  accompanying  statements  of  operations  have been restated as of
January 1, 2002 to reflect  the  operations  of  Raintree  Apartments  as (loss)
income from discontinued operations.

Note B - Mortgage Notes Payable

The principal terms of mortgage notes payable are as follows:

<TABLE>
<CAPTION>

                                Principal        Monthly
                                Balance At       Payment       Stated
                               December 31,     Including     Interest     Maturity
                                   2003          Interest       Rate         Date
                                 (in thousands)
Properties
Parktown Townhouses
<S>                              <C>               <C>         <C>         <C>   <C>
  1st mortgage                   $ 7,233           $ 61        7.21%       01/01/21
Signal Pointe Apartments
  1st mortgage                     8,231              70       7.22%       01/01/21

           Total                 $15,464          $ 131
</TABLE>

The  mortgage  notes  payable are  nonrecourse  and are secured by pledge of the
respective  apartment  properties  and by pledge of revenues from the respective
apartment properties.  Prepayment penalties are incurred if the notes are repaid
prior to maturity.  Further,  the properties may not be sold subject to existing
indebtedness.  The principal  balance is being  amortized over 240 months and is
scheduled to be fully amortized at maturity.

Scheduled  principal  payments  of the  mortgage  notes  payable  subsequent  to
December 31, 2003 are as follows (in thousands):

                               2004              $ 477
                               2005                 513
                               2006                 551
                               2007                 592
                               2008                 636
                            Thereafter           12,695
                                                $15,464

Note C - Income Taxes

The Partnership has received a ruling from the Internal  Revenue Service that it
will  be  classified  as  a  partnership   for  Federal   income  tax  purposes.
Accordingly,  no provision for income taxes is made in the financial  statements
of the Partnership. Taxable income or loss of the Partnership is reported in the
income tax returns of its partners.

The  following is a  reconciliation  of reported net income and Federal  taxable
income (dollar amounts in thousands, except per unit data):

                                                     2003         2002

Net income as reported                             $ 3,633      $ 2,206
Add (deduct):
   Depreciation differences                            460          235
   Change in prepaid rental                             49           25
   Other                                                19       (2,321)

Federal taxable income                             $ 4,161       $ 145

Federal taxable income per limited
   partnership unit                                $140.69      $ 20.82

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net liabilities (in thousands):

                  Net liabilities as reported              $(3,389)
                     Buildings and land                        715
                     Accumulated depreciation               (4,768)
                     Syndication fees                        3,111
                     Other                                     386
                  Net liabilities - tax basis              $(3,945)

Note D - Disposition of Investment Property

In December 2003, the Partnership sold Raintree Apartments to an unrelated third
party,  for a gross sale price of $4,680,000.  The net proceeds  realized by the
Partnership  were  approximately  $4,546,000 after payment of closing costs. The
Partnership realized a gain of approximately  $3,279,000 as a result of the sale
which is shown as gain on sale of  discontinued  operations.  In  addition,  the
Partnership  recorded a loss on early  extinguishment  of debt of  approximately
$812,000 as a result of the write-off of unamortized loan costs and a prepayment
penalty, which is included in loss from discontinued operations.  The results of
the  property's  operations  for the years  ended  December  31,  2003 and 2002,
including revenues of approximately $1,005,000 and $1,016,000, respectively, are
included in (loss) income from discontinued operations.

Note E - Transactions with Affiliated Parties

The  Partnership  has no employees  and is dependent  on the  Corporate  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  The Partnership Agreement provides for (i) payments to
affiliates for services and (ii)  reimbursement of certain expenses  incurred by
affiliates on behalf of the Partnership.

During the years ended  December 31, 2003 and 2002,  affiliates of the Corporate
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Partnership's  properties  as  compensation  for providing  property  management
services.  The Partnership  paid to such affiliates  approximately  $324,000 and
$270,000 for the years ended December 31, 2003 and 2002, respectively,  which is
included in operating expenses and (loss) income from discontinued operations.

Affiliates of the Corporate General Partner charged reimbursement of accountable
administrative expenses amounting to approximately $151,000 and $900,000 for the
years  ended  December  31,  2003 and 2002,  respectively,  which is included in
general and administrative  expenses and investment property.  Included in these
amounts are fees  related to  construction  management  services  provided by an
affiliate of the Corporate General Partner of approximately  $1,000 and $727,000
for the years ended December 31, 2003 and 2002,  respectively.  The construction
management service fees are calculated based on a percentage of additions to the
investment properties. At December 31, 2003, approximately $56,000 was due to an
affiliate of the Corporate General Partner.

In accordance with the Partnership Agreement,  the Corporate General Partner has
loaned the Partnership funds primarily to assist in the  redevelopment  required
at Parktown  Townhouses  due to flood damage as well as the operations of all of
the Partnership's investment properties. During the year ended December 31, 2003
and  2002  the  Partnership  received  advances  of  approximately  $30,000  and
$1,533,000,   respectively,   and  made  principal   payments  of  approximately
$2,232,000,  and  $5,465,000,   respectively.   As  of  December  31,  2003  the
indebtedness  to  the  Corporate  General  Partner  is  approximately  $875,000,
including  accrued  interest.  Interest  is  charged  at the prime rate plus 2%.
Interest  expense for this loan was  approximately  $91,000 and $340,000 for the
years ended December 31, 2003 and 2002, respectively. Subsequent to December 31,
2003, the  Partnership  repaid  approximately  $700,000 in principal and accrued
interest.

During  1983,  a payable to the general  partners of  approximately  $58,000 was
accrued  for sales  commissions  earned.  In  addition,  during  the year  ended
December  31,  2003,  the  Partnership  accrued  a sales  commission  due to the
Corporate  General  Partner  of  approximately  $47,000  related  to the sale of
Raintree Apartments.  Pursuant to the Partnership  Agreement,  these liabilities
cannot be paid  until  certain  levels of return  are  received  by the  limited
partners.  As of December 31, 2003, the level of return to the limited  partners
has not been met.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Corporate  General  Partner.  During the years ended December 31, 2003 and 2002,
the  Partnership was charged by AIMCO and its affiliates  approximately  $85,000
and $103,000,  respectively,  for insurance  coverage and fees  associated  with
policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 20,326 limited  partnership  units
(the "Units") in the Partnership representing 71.01% of the outstanding Units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Corporate General Partner.  As a result of its ownership of 71.01% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
such voting  decisions with respect to the  Partnership.  Although the Corporate
General  Partner  owes  fiduciary   duties  to  the  limited   partners  of  the
Partnership,  the Corporate  General Partner also owes fiduciary duties to AIMCO
as its sole  stockholder.  As a  result,  the  duties of the  Corporate  General
Partner,  as  corporate  general  partner,  to the  Partnership  and its limited
partners may come into conflict with the duties of the Corporate General Partner
to AIMCO, as its sole stockholder.

Note F - Real Estate and Accumulated Depreciation

                                                    Initial Cost
                                                   To Partnership
                                                   (in thousands)
<TABLE>
<CAPTION>

                                                           Buildings      Net Costs
                                                          and Related    Capitalized
                                                            Personal    Subsequent to
Description                    Encumbrances       Land      Property     Acquisition
                              (in thousands)                            (in thousands)

<S>                              <C>            <C>         <C>            <C>
Parktown Townhouses              $ 7,233        $ 1,095     $ 5,329        $ 8,928
Signal Pointe Apartments           8,231            535       8,062          4,780

          Totals                 $15,464        $ 1,630     $13,391        $13,708
</TABLE>

<TABLE>
<CAPTION>

                     Gross Amount At Which
                            Carried
                     At December 31, 2003
                        (in thousands)

                            Buildings
                               And
                             Related
                             Personal          Accumulated    Date of     Date   Depreciable
Description          Land   Properties Total  Depreciation  ConstructionAcquired Life-Years
                                             (in thousands)
<S>                <C>       <C>       <C>       <C>           <C>      <C>   <C>   <C>
Parktown           $ 1,095   $14,257   $15,352   $ 7,155       1969     03/01/81    5-35
Townhouses
Signal Pointe
  Apartments           535    12,842    13,377     9,919       1970     06/30/81    5-37

      Totals       $ 1,630   $27,099   $28,729   $17,074
</TABLE>

Reconciliation of "real estate and accumulated depreciation":

                                               Years Ended December 31,
                                                   2003         2002
                                                    (in thousands)
Investment Properties
Balance at beginning of year                      $33,074      $29,435
  Property improvements                               490        3,642
  Disposals of property                            (4,835)          (3)
Balance at end of year                            $28,729      $33,074

Accumulated Depreciation
Balance at beginning of year                      $19,528      $18,473
  Additions charged to expense                      1,261        1,056
  Disposals of property                            (3,715)          (1)
Balance at end of year                            $17,074      $19,528

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2003 and 2002,  is  approximately  $29,444,000  and  $33,883,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 2003 and 2002, is  approximately  $21,842,000  and  $25,489,000,
respectively.

Note G - Casualty Event

During June 2001,  Parktown  Townhouses incurred extensive damage as a result of
severe flooding which affected  certain areas of Texas. The  reconstruction  and
mold remediation of the property took place during 2002 and 2001 and all repairs
were  substantially  complete at the end of 2002.  As a result,  in 2002 the net
assets were  written off and the  Partnership  recorded a casualty  gain for the
insurance  proceeds received in excess of the net assets written off. During the
year ended  December  31, 2003,  additional  insurance  proceeds  related to the
reconstruction of approximately  $527,000 were received and were recognized as a
casualty gain. In addition,  approximately $582,000 was received related to lost
rents,  of which  approximately  $378,000 was  recorded as rental  income in the
accompanying financial statements. The Partnership does not anticipate receiving
any further insurance proceeds for this casualty.

Due to the  reconstruction,  Parktown  Townhouses was largely  physically vacant
during  2002.  As a  result,  interest,  property  taxes and  certain  operating
expenses totaling approximately  $319,000,  $142,000 and $79,000,  respectively,
were capitalized  during the year ended December 31, 2002. During the year ended
December 31, 2003, no such costs were capitalized.

Note H - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, during the third quarter of 2001, a complaint (the "Heller action")
was filed  against  the same  defendants  that are named in the  Nuanes  action,
captioned  Heller v.  Insignia  Financial  Group.  On or about  August 6,  2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser. An affiliate of the Corporate General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Corporate   General  Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.  On January 28, 2004, Objector filed his
opening brief in his pending appeal.  The Corporate General Partner is currently
scheduled  to file a brief in  support  of the order  approving  settlement  and
entering judgment thereto by April 23, 2004.

On August 8, 2003 AIMCO Properties  L.P., an affiliate of the Corporate  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

The  Corporate  General  Partner  does  not  anticipate  that  any  costs to the
Partnership, whether legal or settlement costs, associated with these cases will
be material to the Partnership's overall operations.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters  involving  it or its  investment  properties  that are not of a routine
nature arising in the ordinary course of business.


<PAGE>




Item 8.     Changes in and Disagreements  with  Accountants  on  Accounting  and
            Financial Disclosure

            None.

Item 8a.    Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the Corporate  General Partner,  who are the equivalent of the  Partnership's
principal executive officer and principal financial officer,  respectively,  has
evaluated  the  effectiveness  of  the  Partnership's  disclosure  controls  and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such  evaluation,  the principal
executive  officer and  principal  financial  officer of the  Corporate  General
Partner, who are the equivalent of the Partnership's principal executive officer
and principal  financial officer,  respectively,  have concluded that, as of the
end of such period,  the  Partnership's  disclosure  controls and procedures are
effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2003 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.



<PAGE>



                                    PART III

  Item 9. Directors, Officers, Promoters and Control Persons, Compliance with
                        Section 16(a) of the Exchange Act

Shelter  Properties II (the  "Partnership" or "Registrant")  has no directors or
officers.  The names and ages of, as well as the  positions and offices held by,
the  directors and officers of Shelter  Realty II  Corporation  (the  "Corporate
General Partner") are set forth below. There are no family relationships between
or among any directors or officers.

Name                        Age    Position

Peter K. Kompaniez           59    Director
Martha L. Long               44    Director and Senior Vice President
Harry G. Alcock              41    Executive Vice President
Miles Cortez                 60    Executive Vice President, General Counsel
                                    and Secretary
Patti K. Fielding            40    Executive Vice President
Paul J. McAuliffe            47    Executive Vice President and Chief
                                     Financial Officer
Thomas M. Herzog             41    Senior Vice President and Chief Accounting
                                     Officer

Peter K.  Kompaniez  has been Director of the  Corporate  General  Partner since
February 2004. Mr. Kompaniez has been Vice Chairman of the Board of Directors of
AIMCO since July 1994 and was appointed  President in July 1997.  Mr.  Kompaniez
has also  served as Chief  Operating  Officer of NHP  Incorporated  after it was
acquired by AIMCO in  December  1997.  Effective  April 1, 2004,  Mr.  Kompaniez
resigned as  President  of AIMCO.  Mr.  Kompaniez  will  continue in his role as
Director of the Corporate General Partner and Vice Chairman of AIMCO's Board and
will serve AIMCO on a variety of special and  ongoing  projects in an  operating
role.

Martha L. Long has been a Director and Senior Vice  President  of the  Corporate
General  Partner since February 2004. Ms. Long has been with AIMCO since October
1998 and has served in various capacities. From 1998 to 2001, Ms. Long served as
Senior Vice President and Controller of AIMCO and the Corporate General Partner.
During 2002 and 2003,  Ms. Long served as Senior Vice  President  of  Continuous
Improvement for AIMCO.

Harry G. Alcock was appointed  Executive Vice President of the Corporate General
Partner  in  February  2004 and has been  Executive  Vice  President  and  Chief
Investment Officer of AIMCO since October 1999. Prior to October 1999 Mr. Alcock
served as a Vice President of AIMCO from July 1996 to October 1997,  when he was
promoted to Senior Vice  President-Acquisitions  where he served  until  October
1999. Mr. Alcock has had responsibility for acquisition and financing activities
of AIMCO since July 1994.

Miles  Cortez was  appointed  Executive  Vice  President,  General  Counsel  and
Secretary  of the  Corporate  General  Partner in February  2004 and of AIMCO in
August 2001. Prior to joining AIMCO, Mr. Cortez was the senior partner of Cortez
Macaulay Bernhardt & Schuetze LLC, a Denver law firm, from December 1997 through
September 2001.

Patti K. Fielding was appointed  Executive  Vice President - Securities and Debt
of the Corporate General Partner in February 2004 and of AIMCO in February 2003.
Ms. Fielding previously served as Senior Vice President - Securities and Debt of
AIMCO from  January  2000 to February  2003.  Ms.  Fielding is  responsible  for
securities and debt financing and the treasury  department.  Ms. Fielding joined
AIMCO in February 1997 and served as Vice  President - Tenders,  Securities  and
Debt until January 2000.

Paul J. McAuliffe has been Executive Vice President and Chief Financial  Officer
of the Corporate  General Partner since April 2002. Mr.  McAuliffe has served as
Executive Vice  President of AIMCO since  February 1999 and was appointed  Chief
Financial Officer of AIMCO in October 1999. From May 1996 until he joined AIMCO,
Mr. McAuliffe was Senior Managing Director of Secured Capital Corp.

Thomas M.  Herzog was  appointed  Senior  Vice  President  and Chief  Accounting
Officer  of the  Corporate  General  Partner  in  February  2004 and of AIMCO in
January 2004.  Prior to joining AIMCO in January 2004, Mr. Herzog was at GE Real
Estate,  serving as Chief Accounting Officer & Global Controller from April 2002
to January  2004 and as Chief  Technical  Advisor from March 2000 to April 2002.
Prior to joining GE Real  Estate,  Mr.  Herzog was at Deloitte & Touche LLP from
1990 until 2000,  including a two-year  assignment  in the real estate  national
office.

One or more of the above persons are also directors and/or officers of a general
partner (or general partner of a general partner) of limited  partnerships which
either have a class of  securities  registered  pursuant to Section 12(g) of the
Securities Exchange Act of 1934, or are subject to the reporting requirements of
Section  15(d) of such Act.  Further,  one or more of the above persons are also
directors and/or officers of Apartment Investment and Management Company and the
general  partner  of  AIMCO  Properties,  L.P.,  entities  that  have a class of
securities  registered  pursuant to Section 12(g) of the Securities Exchange Act
of 1934, or are subject to the reporting  requirements of Section 15 (d) of such
Act.

The board of directors of the Corporate General Partner does not have a separate
audit  committee.  As such,  the board of  directors  of the  Corporate  General
Partner fulfills the functions of an audit committee. The board of directors has
determined  that  Martha L. Long meets the  requirement  of an "audit  committee
financial expert".

The directors and officers of the Corporate  General Partner with authority over
the Partnership are all employees of subsidiaries of AIMCO.  AIMCO has adopted a
code of ethics that applies to such  directors  and  officers  that is posted on
AIMCO's  website  (www.AIMCO.com).   AIMCO's  website  is  not  incorporated  by
reference to this filing.

Item 10.    Executive Compensation

No  directors  and  officers  of the  Corporate  General  Partner  received  any
remuneration from the Registrant.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below,  no person was known to be the  beneficial  owner of more
than 5% of the Limited  Partnership  Units of the Partnership as of December 31,
2003.

           Entity                          Number of Units      Percentage

           Cooper River Properties, LLC        1,958.5             7.12%
             (an affiliate of AIMCO)
           AIMCO IPLP, L.P.                    9,128.0            33.19%
             (an affiliate of AIMCO)
           AIMCO Properties, LP                8,441.0            33.60%
             (an affiliate of AIMCO)

Cooper River  Properties,  LLC and AIMCO IPLP, L.P.  (formerly known as Insignia
Properties  L.P.)  are  indirectly  ultimately  owned by AIMCO.  Their  business
address is 55 Beattie Place, Greenville, South Carolina 29602.

AIMCO  Properties,  L.P.  is  indirectly  ultimately  controlled  by AIMCO.  Its
business  address is 4582 S. Ulster St. Parkway,  Suite 1100,  Denver,  Colorado
80237.

No director or officer of the  Corporate  General  Partner  owns any units.  The
Corporate  General  Partner  owns 100  Units  as  required  by the  terms of the
Partnership  Agreement.  AIMCO  Properties,  LP, the other general partner,  has
acquired 8,441 units as the result of one or more tender offers.

Item 12.    Certain Relationships and Related Transactions

The  Partnership  has no employees  and is dependent  on the  Corporate  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  The Partnership Agreement provides for (i) payments to
affiliates for services and (ii)  reimbursement of certain expenses  incurred by
affiliates on behalf of the Partnership.

During the years ended  December 31, 2003 and 2002,  affiliates of the Corporate
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Partnership's  properties  as  compensation  for providing  property  management
services.  The Partnership  paid to such affiliates  approximately  $324,000 and
$270,000 for the years ended December 31, 2003 and 2002, respectively,  which is
included in operating expenses and (loss) income from discontinued operations.

Affiliates of the Corporate General Partner charged reimbursement of accountable
administrative expenses amounting to approximately $151,000 and $900,000 for the
years  ended  December  31,  2003 and 2002,  respectively,  which is included in
general and administrative  expenses and investment property.  Included in these
amounts are fees  related to  construction  management  services  provided by an
affiliate of the Corporate General Partner of approximately  $1,000 and $727,000
for the years ended December 31, 2003 and 2002,  respectively.  The construction
management service fees are calculated based on a percentage of additions to the
investment properties. At December 31, 2003, approximately $56,000 was due to an
affiliate of the Corporate General Partner.

In accordance with the Partnership Agreement,  the Corporate General Partner has
loaned the Partnership funds primarily to assist in the  redevelopment  required
at Parktown  Townhouses  due to flood damage as well as the operations of all of
the Partnership's investment properties. During the year ended December 31, 2003
and  2002  the  Partnership  received  advances  of  approximately  $30,000  and
$1,533,000,   respectively,   and  made  principal   payments  of  approximately
$2,232,000,  and  $5,465,000,   respectively.   As  of  December  31,  2003  the
indebtedness  to  the  Corporate  General  Partner  is  approximately  $875,000,
including  accrued  interest.  Interest  is  charged  at the prime rate plus 2%.
Interest  expense for this loan was  approximately  $91,000 and $340,000 for the
years ended December 31, 2003 and 2002, respectively. Subsequent to December 31,
2003, the  Partnership  repaid  approximately  $700,000 in principal and accrued
interest.

During  1983,  a payable to the general  partners of  approximately  $58,000 was
accrued  for sales  commissions  earned.  In  addition,  during  the year  ended
December  31,  2003,  the  Partnership  accrued  a sales  commission  due to the
Corporate  General  Partner  of  approximately  $47,000  related  to the sale of
Raintree Apartments.  Pursuant to the Partnership  Agreement,  these liabilities
cannot be paid  until  certain  levels of return  are  received  by the  limited
partners.  As of December 31, 2003, the level of return to the limited  partners
has not been met.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Corporate  General  Partner.  During the years ended December 31, 2003 and 2002,
the  Partnership was charged by AIMCO and its affiliates  approximately  $85,000
and $103,000,  respectively,  for insurance  coverage and fees  associated  with
policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 20,326 limited  partnership  units
(the "Units") in the Partnership representing 71.01% of the outstanding Units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Corporate General Partner.  As a result of its ownership of 71.01% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
such voting  decisions with respect to the  Partnership.  Although the Corporate
General  Partner  owes  fiduciary   duties  to  the  limited   partners  of  the
Partnership,  the Corporate  General Partner also owes fiduciary duties to AIMCO
as its sole  stockholder.  As a  result,  the  duties of the  Corporate  General
Partner,  as  corporate  general  partner,  to the  Partnership  and its limited
partners may come into conflict with the duties of the Corporate General Partner
to AIMCO, as its sole stockholder.

Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            See Exhibit Index attached.

      (b) Reports on Form 8-K filed in the fourth quarter of calendar year 2003:

            None.

Item 14.    Principal Accounting Fees and Services

The Corporate  General Partner has reappointed  Ernst & Young LLP as independent
auditors to audit the financial statements of the Partnership for 2004.

Audit  Fees.  The  Partnership   paid  to  Ernst  &  Young  LLP  audit  fees  of
approximately $46,000 and $44,000 for 2003 and 2002, respectively.

Tax Fees.  The  Partnership  paid to Ernst & Young LLP fees for tax services for
2003 and 2002 of approximately $16,000 and $19,000, respectively.




<PAGE>




                                   SIGNATURES


In accordance  with Section 13 or 15(d) of the Exchange Act, the  Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                    SHELTER PROPERTIES II LIMITED PARTNERSHIP


                                    By:   Shelter Realty II Corporation
                                          Corporate General Partner


                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


                                    By:   /s/Thomas M. Herzog
                                          Thomas M. Herzog
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: March 29, 2004


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
date indicated.


/s/Peter K. Kompaniez         Director                      Date: March 29, 2004
Peter K. Kompaniez


/s/Martha L. Long             Director and Senior Vice      Date: March 29, 2004
Martha L. Long                President


/s/Thomas M. Herzog           Senior Vice President and     Date: March 29, 2004
Thomas M. Herzog              Chief Accounting Officer



<PAGE>



                                  EXHIBIT INDEX


Exhibit

2.1  Agreement  and Plan of Merger,  dated as of October 1, 1998, by and between
     AIMCO  and IPT,  incorporated  by  reference  to  Exhibit  2.1  filed  with
     Registrant's Current Report on Form 8-K dated October 1, 1998.

  3               See Exhibit 4(a)

4    (a) Amended and Restated  Certificate and Agreement of Limited  Partnership
     [included as Exhibit A to the  Prospectus of Registrant  dated  February 2,
     1981 contained in Amendment No. 1 to Registration  Statement No. 2-69507 of
     Registrant  filed  February  2, 1981 (the  "Prospectus")  and  incorporated
     herein by reference].

                  (b)   Subscription  Agreements and Signature Pages [Filed with
                        Amendment No. 1 of  Registration  Statement No. 2-69507,
                        of Registrant and incorporated herein by reference].

                  (c)   Promissory  Note  and  Deed  of  Trust  between  Joe  A.
                        McDermott, Inc. and the Mischer Corporation and New York
                        Life Insurance  Company.  General  Warranty Deed between
                        Parktown  Realty,  N.V.  and  Shelter  Properties  II to
                        acquire Parktown  Apartments  (filed as Exhibit 4(c) and
                        4(e), respectively,  to Form 10-K of Registrant for year
                        ended  December  31,  1987 and  incorporated  herein  by
                        reference).

               (e)  Mortgage Note between William C. Dailey and Fidelity Federal
                    Savings and Loan  Association  and  Promissory  Note between
                    William  C.  Dailey  and The  Prudential  Insurance  Company
                    (filed as Exhibit 12(E) to Amendment  No. 1 to  Registration
                    Statement No.  2-69507 of Registrant  filed January 1981 and
                    incorporated   herein  by   reference).   Modification   and
                    Assumption of Mortgage  between American Federal Savings and
                    Loan  Association  and  Shelter  Properties  II  to  acquire
                    Raintree  Apartments  (filed as Exhibit 4(e) to Form 10-K of
                    Registrant for year ended December 31, 1988 and incorporated
                    herein by reference).

 10(i)            Contracts related to acquisition or disposition of properties.

                  (a)   Purchase  Agreement  dated  December 31,  1980,  between
                        Hubris,  Inc. and U.S.  Shelter  Corporation to purchase
                        Parktown Townhouse.*

                  (b)   Purchase  Agreement dated January 5, 1981,  between Twin
                        City Apartments,  Inc. and U.S.  Shelter  Corporation to
                        purchase The Village Apartments.*

                  (c)   Purchase   Agreement   dated  January  2,  1981  between
                        Carolina Housing  Partners and U.S. Shelter  Corporation
                        to purchase Raintree Apartments.*

                  *Filed as Exhibits 12(b), 12(c), and 12(d),  respectively,  to
                  Amendment  No. 1 of  Registration  Statement  No.  2-69507  of
                  Registrant filed February 2, 1981 and  incorporated  herein by
                  reference.

   (ii)           Form of Management  Agreement  with U.S.  Shelter  Corporation
                  subsequently  assigned to Shelter  Management Group, L.P. (now
                  known as AIMCO  Properties,  L.P.) [filed with Amendment No. 1
                  to  Registration  Statement,  No.  2-69507,  of Registrant and
                  incorporated herein by reference].

   (iii)          Contracts related to refinancing of debt:

                  (g)   Multifamily Note dated December 15, 2000, by and between
                        Registrant and Reilly Mortgage Group, Inc., for Parktown
                        Townhouses Apartments.**

                  (h)   Multifamily Note dated December 15, 2000, by and between
                        Registrant and Reilly Mortgage Group, Inc., for Raintree
                        Apartments.**

                  (i)   Multifamily Note dated December 15, 2000, by and between
                        Registrant and Reilly Mortgage Group, Inc., for Signal
                        Pointe Apartments.**

                  **Filed as Exhibit 10(iii) (g) through (i),  respectively,  to
                  Form 10-KSB of Registrant for the year ended December 31, 2002
                  and incorporated herein by reference.

31.1              Certification   of  equivalent  of  Chief  Executive   Officer
                  pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a),
                  as Adopted Pursuant to Section 302 of the  Sarbanes-Oxley  Act
                  of 2002.

31.2              Certification   of  equivalent  of  Chief  Financial   Officer
                  pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a),
                  as Adopted Pursuant to Section 302 of the  Sarbanes-Oxley  Act
                  of 2002.

32.1 Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted  Pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002.




<PAGE>




Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


1.    I have reviewed this annual report on Form 10-KSB of Shelter Properties II
      Limited Partnership;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  March 29, 2004

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior Vice  President of Shelter  Realty II
                                    Corporation,   equivalent   of   the   chief
                                    executive officer of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Thomas M. Herzog, certify that:


1.    I have reviewed this annual report on Form 10-KSB of Shelter Properties II
      Limited Partnership;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  March 29, 2004

                                    /s/Thomas M. Herzog
                                    Thomas M. Herzog
                                    Senior Vice  President and Chief  Accounting
                                    Officer  of Shelter  Realty II  Corporation,
                                    equivalent of the chief financial officer of
                                    the Partnership


<PAGE>


Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002



In  connection  with the Annual  Report on Form 10-KSB of Shelter  Properties II
Limited Partnership (the "Partnership"), for the year ended December 31, 2003 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  Martha L. Long, as the equivalent of the Chief Executive  Officer of
the Partnership,  and Thomas M. Herzog, as the equivalent of the Chief Financial
Officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:


      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  March 29, 2004


                                           /s/Thomas M. Herzog
                                    Name:  Thomas M. Herzog
                                    Date:  March 29, 2004


This  certification is furnished with this Report pursuant to Section 906 of the
Sarbanes-Oxley  Act of 2002 and shall not be deemed filed by the Partnership for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.