FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
                               SECTION 13 OR 15(d)
                   (As last amended by 34-31905, eff. 4/26/93)

                                   FORM 10-KSB

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

                   For the fiscal year ended December 31, 1995

                                       or
[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 [No Fee Required]

                  For the transition period.........to.........

                         Commission file number 0-10256


                SHELTER PROPERTIES II LIMITED PARTNERSHIP
              (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.)

One Insignia Financial Plaza, P.O. Box 1089
    Greenville, South Carolina                                  29602
(Address of principal executive offices)                      (Zip Code)

                    Issuer's telephone number (864) 239-1000

         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.  $5,364,997          

State the aggregate market value of the voting partnership interests 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, 1995. $7,284,279 
                                                                

                       DOCUMENTS INCORPORATED BY REFERENCE
1.    Portions of the Prospectus of Registrant dated February 2, 1981 (included
in Registration Statement, No.2-69507, of Registrant) are incorporated by
reference into Parts I and III.

                                                                                

                                     PART I


Item 1. Description of Business

      Shelter Properties II Limited Partnership (the "Registrant" or the
"Partnership") is engaged in the business of acquiring, operating and holding
real properties for investment. The Registrant acquired five existing apartment
properties during 1981.  The Registrant sold one property in 1983, and in 1988,
another property was allowed to be foreclosed upon by the lender.

      Commencing February 2, 1981, the Registrant offered through E. F. Hutton &
Company Inc. ("Hutton")  up to 27,400 Units of Limited Partnership Interest (the
"Units") at  $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.  Limited partners are not
required to make any additional capital contributions.

      The Units were registered under the Securities Act of 1933 via
Registration Statement No. 2-69507 (the "Registration Statement"). Reference is
made to the Prospectus of Registrant dated February 2, 1981 (the "Prospectus")
contained in said Registration Statement, which is incorporated herein by
reference thereto.

      The offering terminated on April 30, 1981.  Upon termination of the
offering, the Registrant had accepted subscriptions for 27,500 Units, including
100 Units purchased by the Corporate General Partner, for an aggregate of
$27,500,000.  By June 30, 1981, the Registrant had invested or committed for
investment approximately $21,000,000 of such proceeds in five existing apartment
properties and thereby completed its acquisition program at approximately the
expenditure level estimated in the Prospectus.

      During December of 1983, the Partnership sold Cambridge Station Apartments
in Columbia, South Carolina.  Also, during September of 1988, after unsuccessful
negotiations to restructure the mortgage note on The Village Apartments in
Winston-Salem, North Carolina, the general partner, on behalf of the
Partnership, put the note in default and allowed the lender to foreclose on the
property.

      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.

      The Registrant has no employees.  Management and administrative services
are performed by Shelter Realty II Corporation, the Corporate General Partner,
and by Insignia Management Group, L.P., an affiliate of Insignia Financial
Group, Inc. ("Insignia"), the ultimate parent company of the Corporate General
Partner.  Pursuant to a management agreement between them, Insignia Management
Group, L.P. provides property management services to the Registrant.

      The real estate business in which the Partnership is engaged is highly
competitive, and the Partnership is not a significant factor in this industry. 
The Registrant's property is subject to competition from similar properties in
the vicinity in which the property is located.  In addition, various limited
partnerships have been formed by the General Partners and/or their affiliates to
engage in business which may be competitive with the Registrant.


Item 2. Description of Properties:


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


                              Date of      
       Property               Purchase        Type of Ownership          Use

 Parktown Townhouses          03/01/81     Fee ownership, subject      Apartment
  Deer Park, Texas                         to first and second         309 units
                                           mortgages.
                                           
 Raintree Apartments          04/30/81     Fee ownership, subject      Apartment
  Anderson, South Carolina                 to first and second         176 units
                                           mortgages.
                                          
 Signal Pointe Apartments     06/30/81     Fee ownership, subject      Apartment
  Winter Park, Florida                     to first and second         368 units
                                           mortgages.

Schedule of Properties:                                                 

<TABLE>
<CAPTION>

                               Gross                               
                             Carrying    Accumulated                      Federal
Property                       Value     Depreciation   Rate    Method   Tax Basis
<S>                       <C>           <C>            <C>      <C>     <C>             
Parktown Townhouses        $ 8,946,315   $ 5,260,204    5-35     S/L     $2,676,504
Raintree Apartments          3,934,830     2,318,474    5-38     S/L        620,671
Signal Pointe Apartments    10,995,054     6,377,319    5-37     S/L      2,232,945
                                                                   
      Totals               $23,876,199   $13,955,997                     $5,530,120

</TABLE>

      See Note A to the financial statements in "Item 7" for a description of
the Partnership's depreciation policy.



Schedule of Mortgages:

<TABLE>
<CAPTION>


                          Principal                                      Principal
                         Balance At     Stated                            Balance
                         December 31,  Interest    Period    Maturity      Due At
 Property                    1995        Rate     Amortized    Date       Maturity 
<S>                     <C>            <C>          <C>     <C>         <C>
 Parktown Townhouses                                         
  1st mortgage           $ 3,295,559    7.60         (1)     11/15/02    $2,552,322
  2nd mortgage               108,986    7.60         (1)     11/15/02       108,986
 Raintree Apartments                                         
  1st mortgage             1,462,529    7.60         (1)     11/15/02     1,132,696
  2nd mortgage                48,366    7.60         (1)     11/15/02        48,366
 Signal Pointe Apartments                                    
  1st mortgage             4,368,103    7.60         (1)     11/15/02     3,383,063
  2nd mortgage               144,454    7.60         (1)     11/15/02       144,454
                           9,427,997                         
  
 Less unamortized                                            
 present value discounts    (516,553)                        
                                                             
                                                             
    Total                $ 8,911,444
                                                             
<FN>
(1)  The principal balance is being amortized over 257 months with a balloon
payment due November 15, 2002.

</TABLE>

   Average annual rental rate per unit and occupancy for 1995 and 1994 for each
property:


                                  Average Annual                 Average 
                                   Rental Rates                  Occupancy
 Property                       1995           1994          1995         1994
                                                       
 Parktown Townhouses          $7,063         $6,901          95%           95%
 Raintree Apartments           5,329          5,118          96%           93%
 Signal Pointe Apartments      5,826          5,730          95%           92%


     The Corporate General Partner attributes the increase in occupancy at
Signal Pointe Apartments to an increase in population in the area.  The increase
in population is due to the trend of people moving to Florida from other areas
of the country due to the climate and economic factors.  This trend may change
due to the closure of the naval training center in the area.  The increase in
occupancy at Raintree is due to increased advertising and concessions being
offered during October and November.  

     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.  The multi-family residential properties' lease terms are for one year
or less.  No residential tenant leases 10% or more of the available rental
space.


     Real estate taxes and rates in 1995 for each property were:

                                                  1995           1995
                                                Billing          Rate
                                            
           Parktown Townhouses                  $161,329        2.95%
           Raintree Apartments                    66,976        3.46%
           Signal Pointe Apartments              139,121        1.89%


Item 3. Legal Proceedings

    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 only other general partner of the Partnership, N. Barton
Tuck, Jr. is effectively prohibited by the Partnership's partnership agreement
(the "Partnership Agreement") from participating in the management of the
Partnership.  The Corporate General Partner is an indirect subsidiary of
Insignia Financial Group, Inc. ("Insignia").  The directors and officers of the
Corporate General Partner also serve as executive officers of Insignia.

    The Corporate General Partner owns 100 Limited Partnership Units ("Units"). 
On May 27, 1995, an affiliate of the Corporate General Partner (the "Affiliated
Purchaser") acquired 6,026 Units at a price of $235.00 per Unit pursuant to a
tender offer (the "Affiliate Offer") described below.  The Corporate General
Partner and the Affiliated Purchaser are, therefore, entitled to participate in
cash distributions made by the Partnership to its Unit holders.  The Partnership
made a cash distribution of $21.60 per Unit in February, 1995, but had not made
cash distributions to Unit holders during the previous four years.  The
Corporate General Partner presently expects that the Partnership will seek to
make further cash distributions beginning in 1996.  In addition, the Corporate
General Partner is entitled to certain cash distributions in respect of its
general partner interest, and in February 1995 the Corporate General Partner
received a cash distribution in respect of such interest of $6,000.  Prior to
the February 1995 distribution, the Corporate General Partner had not received a
cash distribution in respect of its general partner interest since 1985.  

    As a result of the Affiliated Purchaser's acquisition of 21.9% of the
outstanding Units, the Affiliated Purchaser, an affiliate of the Corporate
General Partner and Insignia, may be in a position to significantly influence
any vote of the Unit holders.  The Partnership has paid Insignia Management
Group, L.P. ("IMG"), an affiliate of the Corporate General Partner, property
management fees equal to 5% of the Partnership's apartment revenues for property
management services in each of the two years in the period ended December 31,
1995, pursuant to property management agreements.  Property management fees paid
to IMG amounted to $246,904 and $262,979, respectively, for the years ended
December 31, 1994 and 1995.  Insignia and its affiliates do not receive any fees
from the Partnership for the asset management or partnership administration
services they provide, although Insignia and its affiliates are reimbursed by
the Partnership for the expenses they incur in connection with providing those
services.  The Partnership Agreement also provides for reimbursement to the
Corporate General Partner and its affiliates for costs incurred in connection
with administration of the Partnership's activities.  Pursuant to these
provisions, and in addition to the property management fees referred to above,
the Partnership paid the Corporate General Partner and its affiliates (including
the reimbursements to Insignia and its affiliates in connection with asset
management and partnership administration services) an aggregate of $83,911 and
$97,698, respectively, for the years ended December 31, 1994 and 1995.  In
addition, at various times during the past two fiscal years an affiliate of
Insignia has held preferred stock issued by an unaffiliated company that
provides insurance brokerage services to the Partnership.

    The terms of the Affiliated Purchaser's financing of the Affiliate Offer may
result in future potential conflicts of interest.  The Affiliated Purchaser paid
for the Units it purchased pursuant to the Affiliate Offer with funds provided
by Insignia, and Insignia, in turn, obtained these funds from its working
capital.  It is possible, however, that in connection with its future financing
activities, Insignia may cause or request the Affiliated Purchaser to pledge its
Units as collateral for loans, or otherwise agree to terms which provide
Insignia and the Affiliated Purchaser with incentives to generate substantial
near-term cash flow from the Affiliated Purchaser's investment in the Units.  In
such a situation, the Corporate General Partner may experience a conflict of
interest in seeking to reconcile the best interests of the Partnership with the
need of its affiliates for cash flow from the Partnership's activities.

    On April 27, 1995, the Affiliated Purchaser commenced the Affiliate Offer
for up to 30% of the Units at a price of $235.00 per Unit.  The Affiliate Offer
expired on May 26, 1995.  On May 27, 1995, an affiliate of the Corporate General
Partner, the Affiliated Purchaser, acquired 6,026 Units at a price of $235.00
per Unit pursuant to the Affiliate Offer.  During the Affiliate Offer, Carl C.
Icahn and certain of his associates contacted Insignia about pursuing a variety
of possible transactions on a joint venture basis.  During those discussions,
representatives of Insignia advised Mr. Icahn and his representatives that
Insignia did not wish to discourage or prevent any transaction which would
produce additional value for Unit holders.  During those conversations, Mr.
Icahn and his representatives expressed a desire to make an equity investment in
the Affiliated Purchaser with a view to sharing in the economic benefits, if
any, to be derived by the Affiliated Purchaser from the Affiliate Offer.  The
representatives of Insignia declined to agree to such an arrangement.

    Following those discussions, at approximately 6:45 p.m. on Monday, May 22,
1995, the Corporate General Partner received a letter from High River Limited
Partnership ("High River") which stated that High River was commencing, by
public announcement, a cash tender offer for up to approximately 30% of the
outstanding Units at a price of $270.25 per Unit (the "High River Offer").  High
River sent similar letters to the Insignia affiliated corporate general partners
of five other limited partnerships.  On May 23, 1995, Insignia issued a press
release which announced receipt of the letters.

    From 12:00 noon on Tuesday, May 23 through late in the evening of Wednesday,
May 24, the Affiliated Purchaser, Insignia, and High River and their respective
counsel had  a series of meetings and telephone conversations to explore a
possible joint venture relationship with respect to various real estate related
investment opportunities, including the Affiliate Offer.  Representatives of
High River terminated the discussions.  No agreement was reached with respect to
the Affiliated Offer or any other matter.

    On the afternoon of Thursday, May 25, 1995, the Corporate General Partner
received a second letter from High River stating that High River had initiated a
tender offer for up to 40% of the outstanding Units at a price of $341.20 per
Unit.  High River also issued a press release announcing the High River Offer
and that High River was commencing similar tender offers for units of limited
partnership interest in five other partnerships in which other Insignia
affiliates are the corporate general partners.  Upon receiving the letter from
High River, Insignia issued its own press release announcing the terms of the
six High River offers.

    Also on May 25, 1995, the Corporate General Partner received a copy of a
Complaint (the "High River Complaint") seeking, among other things, an order
from the United States District Court for the District of Delaware enjoining the
closing of the Affiliate Offer.  The High River Complaint related to the
Affiliate Offer and to five other tender offers made by affiliates of Insignia
for units of limited partnership interests in other limited partnerships in
which other affiliates of Insignia are general partners.  The High River
Complaint named as defendants the Affiliated Purchaser and each of the Insignia
affiliates making the five other tender offers; the Corporate General Partner
and the five other Insignia-affiliated general partners; and Insignia.  The High
River Complaint contained allegations that, among other things, the Affiliated
Purchaser sought to acquire Units at highly inadequate prices, and that the
Affiliate Offer contained numerous false and misleading statements and omissions
of material facts.  The alleged misstatements and omissions concerned, among
other things, the true value of the units; the true financial conditions of the
Partnership; the factors affecting the likelihood that properties owned by the
Partnership will be sold or liquidated in the near future; the liquidity and
value of the Units; the limited secondary market for Units; and the true nature
of the market for underlying assets.  The High River Complaint also alleged that
the Affiliated Purchaser failed to comply with the requirements of Rule 13e-4
under the Securities Exchange Act of 1934.

    On Friday, May 26, 1995, the United States District Court for the District
of Delaware denied High River's motion for a temporary restraining order to
postpone the closing of the Affiliate Offer.  On May 26, 1995, Insignia issued a
press release announcing the Court's decision.  High River subsequently
voluntarily withdrew the High River Complaint without prejudice.

    On May 26, 1995, High River filed a Schedule 14D-1 relating to the High
River Offer and containing an Offer to Purchase and a related Assignment of
Partnership Interest.  The Affiliate Offer expired as scheduled at midnight on
May 26, 1995.  As filed on May 26, 1995, the High River Offer was conditioned
upon the Affiliate Offer being extended by at least 10 business days.  High
River issued a press release, dated May 26, 1995, announcing that the extension
of the Affiliate Offer for 10 business days would be eliminated as a condition
to the High River Offer.  Also on May 26, the Chairman and Chief Executive
Officer of Insignia received a letter from Mr. Icahn.  In the letter, Mr. Icahn
accused Insignia of disregarding its "fiduciary responsibilities."

    On Friday June 2, the High River Offer to Purchase and the related
Assignment of Partnership Interests were mailed to Unit holders.  On Monday,
June 5, the Corporate General Partner delivered a letter to High River which
requested that High River cure certain alleged critical omissions,
misstatements, and deficiencies in the High River Offer by June 7, 1995.  On
June 7, the Corporate General Partner received a letter from Mr. Icahn stating
that High River does not agree with the positions taken in the Corporate General
Partner's June 5 letter.

    On June 8, 1995, the Corporate General Partner commenced an action against
High River and Carl C. Icahn in the United States District Court for the
District of South Carolina.  The complaint alleged that the High River Offer
misled Unit holders and violated federal securities laws.  The Partnership
sought relief from High River's and Mr. Icahn's actions in the form of an
injunction against the High River Offer, a judgment declaring that the untrue
statements in and omissions from the High River Offer constitute violations of
the federal securities laws, and an order requiring High River to make
appropriate disclosures to correct all of the false and misleading statements in
and omissions from the High River Offer.

    The Partnership and the Corporate General Partner recommended that the Unit
holders reject the High River Offer and not tender their Units pursuant to the
High River Offer.  The Partnership and the Corporate General Partner stated that
they may reconsider their recommendation if High River makes additional
disclosures to the Unit holders as the Corporate General Partner requested.  For
further information, see the Partnership's Solicitation/Recommendation Statement
on Schedule 14D-9 which was filed with the Securities and Exchange Commission on
June 9, 1995.

    On June 12, 1995, High River filed an amendment to its Schedule 14D-1
containing a Supplement to its Offer to Purchase.  The Supplement amended the
High River Offer to increase the number of Units being sought to all of the
outstanding Units and amended certain disclosures in the Offer to Purchase.  

    Persons claiming to own Units filed a purported class action and derivative
suit in the United States District Court for the District of South Carolina
seeking, among other things, an order enjoining the Affiliate Offer.  On
Thursday, May 18, 1995, the Court denied plaintiffs' motion for a temporary
restraining order postponing the closing of the Affiliate Offer, which expired
as scheduled on May 26, 1995.  Counsel for the parties are engaged in settlement
discussions and may continue such discussions.

    The Complaint applies to the Affiliate Offer and to five other tender offers
being made by affiliates of Insignia for units of limited partnership interests
in other limited partnerships in which other affiliates of Insignia serve as
general partners.  The Complaint names as defendants the Affiliated Purchaser
and each of the Insignia affiliates, including the five other tender offerors;
the Corporate General Partner and five other Insignia-affiliated general
partners; and four individuals who are officers and/or directors of Insignia,
the Corporate General Partner and/or the Affiliated Purchaser.  The Complaint
contains allegations that, among other things, the defendants have intentionally
mismanaged the Partnership and the five other Partnerships (collectively the
"Partnerships") and acted contrary to the limited partners' best interests in
order to prolong the lives of the Partnerships and thus continue the revenues
derived by Insignia from the Partnerships while at the same time reducing the
demand for the Partnerships' units in the limited resale market for the units by
artificially depressing the trading prices for the units, in order to create a
favorable environment for the Affiliate Offer and the five other tender offers. 
In the Complaint the plaintiffs also allege that in the  Affiliate Offer and the
five other tender offers, the Affiliated Purchaser will acquire effective voting
control over the Partnerships at highly inadequate prices, and that the offers
to purchase and related tender offer documents contain numerous false and
misleading statements and omissions of material facts.  The alleged
misstatements and omissions concern, among other things, the advantages to Unit
holders of tendering Units pursuant to the Affiliate Offer; the true value of
the Units; the true financial condition of the Partnerships; the factors
affecting the likelihood that properties owned by the Partnerships will be sold
or liquidated in the near future; the liquidity and value of the Units; the
limited secondary market for Units; and the true nature of the market for
underlying assets.

    On Friday, June 16, plaintiffs filed an amended complaint which contained
allegations that, among other things, the defendants engaged in a plan by which
they misappropriated the Partnerships' assets and fraudulently induced limited
partners to sell units to the defendants at highly inadequate prices by causing
the Partnerships to take actions that artificially depressed the prices 
available for units and by knowingly disseminating false and misleading
statements and omissions of material facts.  The plaintiffs alleged that the
defendants breached fiduciary duties and violated federal securities law by
closing the Affiliate Offer and the five other tender offers made by affiliates
of Insignia for units in the other Partnerships with the knowledge that the
limited partners were not aware of the High River Offer.  The plaintiffs further
alleged that the defendants, since the close of the Affiliate Offer, had caused
the Partnerships to enter into several wasteful transactions that had no
business purpose or benefit to the Partnerships solely in order to entrench
themselves in their positions of control over the Partnerships, with the effect
of impeding and possibly preventing nonaffiliated entities from making tender
offers that offer higher value to unit holders than defendants paid.

    Subsequent to the filing of the lawsuit by the Corporate General Partner
against High River and Carl C. Icahn, the Corporate General Partner and High
River began discussions in an attempt to settle the lawsuit.  On Friday, June
16, 1995, High River issued a press release announcing that the expiration date
of the High River Offer was extended until 12:00 midnight, New York City time on
Wednesday, June 28, 1995, and that High River and the Corporate General Partner
were engaged in settlement discussions.

    On Saturday, June 17, the Affiliated Purchaser and Insignia entered into an
agreement with Carl C. Icahn and High River (the "Agreement") and the Corporate
General Partner, among others, entered into a letter agreement with High River
(together with the Agreement, the "Agreements").  The Agreements provide
generally that Insignia would not, and will not cause or permit its affiliates
to, actively oppose the High River Offer, but rather would take a neutral stance
with respect to the High River Offer, except in the case of a competing third
party bid made prior to the expiration of the High River Offer or the occurrence
of any event materially adversely affecting High River Offer.  The High River
Offer would proceed in accordance with its terms, as amended, and the Corporate
General Partner would cooperate to facilitate the admission of High River as a
substitute limited partner with respect to any Units High River purchases
pursuant to the High River Offer in accordance with the terms of the Partnership
Agreement and applicable law.  The Agreements limit High River's ability to
amend or extend the High River Offer.  Apart from purchases made by High River
pursuant to the High River Offer, neither High River nor Insignia nor any of
their respective affiliates would purchase any additional Units pursuant to a
tender offer and can only purchase additional Units from time to time under
certain conditions specified in the Agreements.  High River would vote on
certain matters concerning the Partnership as directed by Insignia.  In
addition, High River and its affiliates are prohibited from soliciting proxies
with respect to the Partnership or otherwise making proposals concerning the
Partnership directly to other Unit holders.  High River and Insignia have
certain buy-sell rights with respect to the other's Units which may be exercised
18 months after the effective date of the Agreements and annually thereafter and
at earlier or later dates under other circumstances specified in the Agreements,
including the proposal of certain transactions otherwise protected by the
Agreements.  The party selling Units pursuant to the buy-sell transaction must
sell or cause to be sold to the other party all Units beneficially owned by the
first party and its affiliates.

    Litigation initiated by the Corporate General Partner concerning the High
River Offer and litigation initiated by High River concerning the Affiliate
Offer was dismissed with prejudice and mutual releases were exchanged.  On June
20, High River issued a press release announcing that the expiration date of the
High River Offer was extended until 12:00 midnight, New York City time on
Monday, July 3, 1995.

    On July 20, 1995, the Partnership mailed a letter to limited partners of the
Partnership who tendered limited partnership units to the Affiliated Purchaser
in the recent tender offer.  The letter notifies the limited partners that the
Affiliated Purchaser has offered to increase the amount paid to such limited
partners by an additional 45%.

    On September 27, 1995, the parties to the purported class action and
derivative suit described above, filed a stipulation to settle the matter.  The
principal terms of the stipulation requires supplemental payments to tendering
limited partners aggregating approximately $6 million; waiver by the Corporate
General Partner and five other Insignia affiliated general partners of any right
to certain proceeds from a sale or refinancing of the Partnership's properties;
some restrictions on Insignia's ability to vote the limited partner interest it
acquired; payment of $1.25 million for plaintiffs' attorney fees and expenses in
the litigation; and general releases of all the defendants.  The Partnership has
accrued approximately $59,000 related to its allocated share of the $1.25
million.  Provisional Court approval of the stipulation is required before it
may be distributed to the class members for review.  If a certain number of
class members opt out, the settlement may be cancelled and no assurance can be
given that this matter will be settled on the terms set forth above or
otherwise.


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

    During the fiscal year ended December 31, 1995, no matter was submitted to a
vote of Unit holders through the solicitation of proxies or otherwise.


                                    PART II


Item 5. Market for Partnership Equity and Related Partner Matters

    As of December 31, 1995, there was minimal trading of the Units in the
secondary market establishing a value of $240 per unit as quoted in the January
1996 Stanger Report.  There were 1,802 holders of record owning an aggregate of
27,500 Units.  As disclosed in "Item 3. Legal Proceedings," an affiliate of the
Corporate General Partner purchased 6,026 units at $235 per unit.  In addition,
High River Limited Partnership purchased 2,857 units at $341.20 per Unit.  No
public trading market has developed for the Units, and it is not anticipated
that such a market will develop in the future.  Cash distributions of $600,000
were declared and paid in the year ended December 31, 1995.  Future cash
distributions will depend on the levels of cash generated from operations,
refinancings, property sales and cash reserves.  Distributions may also be
restricted by the requirement to deposit net operating income (as defined in the
mortgage note) into the Reserve Account until the Reserve Account is funded an
amount equal to $1,000 per apartment unit for each respective property.  


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

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

Results of Operations

    The Partnership's net loss as shown in the financial statements for the year
ended December 31, 1995, was $93,505 versus $55,834 for 1994 (see Note E of the
financial statements for a reconciliation of these amounts to the Partnership's
federal taxable losses).  The increase in the net loss was primarily
attributable to an increase in general and administrative expenses.  General and
administrative expenses increased primarily due to increased legal fees,
associated with the lawsuits disclosed in "Item 3. Legal Proceedings," as well
as an increase in administrative expenses in connection with the tender offers. 
Also contributing to the increase in net loss was an increase in maintenance
expense due to renovations at Parktown in 1995.  Offsetting the increase in net
loss was an increase in revenues and other income.  Other income increased due
to additional interest income due to an increase in the investment balances and
increased interest rates.  Stricter enforcement of tenant charges also
contributed to the increase in other income.  In addition, the Partnership
reported a gain of $14,012 in 1994 as a result of proceeds received from
condemnation of land at Signal Pointe with no such gain in 1995.

    The Partnership recorded a casualty loss in 1995 resulting from a fire at
Parktown Apartments to the roof and interiors of four units.  The damage
resulted in a loss of $14,994 arising from proceeds from the Partnership's
insurance carrier of $37,920 which  did not exceed the basis of the property and
expenses to replace the roof and interiors damaged.

    Management relies on the annual appraisals performed by outside appraisers
to assess the impairment of investment properties.  There are three recognized
approaches or techniques available to the appraiser.  When applicable, these
approaches are used to process the data considered significant to each to arrive
at separate value indications.  In all instances the experience of the
appraiser, coupled with his objective judgement, plays a major role in arriving
at the conclusions of the indicated value from which the final estimate of value
is made.  The three approaches commonly known are the cost approach, the sales
comparison approach, and the income approach.  The cost approach is often not
considered to be reliable due to the lack of land sales and the significant
amount of depreciation and, therefore, is often not presented.  Upon receipt of
the appraisals, any property which is stated on the books of the partnership
above the estimated value given in the appraisal, is written down to the
estimated value given by the appraiser.  The appraiser assumes a stabilized
occupancy at the time of the appraisal and, therefore, any impairment of value
is considered to be permanent by Management.  For the year ended December 31,
1995, no adjustments for the impairment of value were recorded.

    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
expense.  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, due to changing market conditions, which can result in the use of
rental concessions and rental reductions to offset softening market conditions,
there is no assurance that the Corporate General Partner will be able to sustain
this plan.

Liquidity and Capital Resources

    At December 31, 1995, the Partnership had unrestricted cash of $465,611
compared to $631,180 at December 31, 1994, as a result of increased cash used in
financing activity during 1995.  Net cash used in financing activities increased
as a result of the payment of distributions in the first quarter of 1995.  Net
cash provided by operating activities increased primarily as a result of an
increase in accounts payable due to the  timing of the payments to vendors.  Net
cash used in investing activities decreased due to a reduction in property
improvements during 1995.

    The Partnership has no material capital programs scheduled to be performed
in 1996, although certain routine capital expenditures and maintenance expenses
have been budgeted.  These capital expenditures and maintenance expenses will be
incurred only if cash is available from operations or is received from the
capital reserve account.

    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.  Such assets are currently
thought to be sufficient for any near-term needs of the partnership.  The
mortgage indebtedness of $8,911,444,  net of discount, is amortized over 257
months as previously disclosed in "Item 2.  Description of Properties."  In
addition, the mortgage notes require balloon payments on November 15, 2002, at
which time the individual properties will either be sold or refinanced.  Cash
distributions of $600,000 were paid during the year ended December 31, 1995. 
Future cash distributions will depend on the levels of net cash generated from
operations, refinancings, property sales and cash reserves.


Item 7. Financial Statements


SHELTER PROPERTIES II LIMITED PARTNERSHIP

LIST OF FINANCIAL STATEMENTS






         Report of Independent Auditors

         Balance Sheet--December 31, 1995

         Statements of Operations--Years ended December 31, 1995 and 1994

         Statements of Changes in Partners' Capital (Deficit)--Years ended
             December 31, 1995 and 1994 

         Statements of Cash Flows--Years ended December 31, 1995 and 1994

         Notes to Financial Statements










                Report of Ernst & Young LLP, Independent Auditors




The Partners
Shelter Properties II Limited Partnership


We have audited the accompanying balance sheet of Shelter Properties II Limited
Partnership as of December 31, 1995, and the related statements of operations,
changes in partners' capital (deficit) and cash flows for each of the two years
in the period ended December 31, 1995.  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 generally accepted auditing
standards.  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 Limited
Partnership as of December 31, 1995, and the results of its operations and its
cash flows for each of the two years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.



                                                            /s/ERNST & YOUNG LLP


Greenville, South Carolina
February 7, 1996





                    SHELTER PROPERTIES II LIMITED PARTNERSHIP

                                  BALANCE SHEET
                                        

                                December 31, 1995







 Assets                                                                       
   Cash:                                                                      
         Unrestricted                                              $   465,611
         Restricted--tenant security deposits                          152,197

   Investments (Note B)                                              1,814,201
   Accounts receivable                                                  16,865
   Escrow for taxes                                                    205,698
   Restricted escrows                                                  915,904

   Other assets                                                        281,107
   Investment properties: (Note C & G)                                        
         Land                                      $  1,814,055               
         Buildings and related personal property     22,062,144               

                                                     23,876,199               
         Less accumulated depreciation              (13,955,997)     9,920,202
                                                                              
                                                                   $13,771,785
                                                                              
 Liabilities and Partners' Capital (Deficit)                                  

 Liabilities                                                                  
   Accounts payable                                                $   265,855
   Tenant security deposits                                            152,741
   Accrued taxes                                                       161,329
   Other liabilities                                                   270,573
   Mortgage notes payable (Note C)                                   8,911,444
                                                                              
 Partners' Capital (Deficit)                                                  

   General partners                                $   (113,047)              
   Limited partners (27,500 units                                             
         issued and outstanding)                      4,122,890      4,009,843
                                                                              
                                                                   $13,771,785
                                                                              

                 See Accompanying Notes to Financial Statements

                   SHELTER PROPERTIES II LIMITED PARTNERSHIP 

                            STATEMENTS OF OPERATIONS

                                                                             
                                                     Years Ended December 31, 
                                                       1995            1994   
 Revenues:                                                                   
    Rental income                                    $5,000,248    $4,743,535
    Other income                                        364,749       300,273
      Total revenues                                  5,364,997     5,043,808
                                                                             
 Expenses:                                                                   
    Operating                                         1,628,600     1,662,805
    General and administrative                          339,211       140,785
    Property management fees                            262,979       246,904
    Maintenance                                         932,949       845,532
    Depreciation                                      1,089,912     1,025,571
    Interest                                            826,554       841,017
    Property taxes                                      363,303       351,040
      Total expenses                                  5,443,508     5,113,654
                                                                             
 Casualty loss                                          (14,994)           --
 Gain from condemnation (Note D)                             --        14,012
                                                                             
        Net loss (Note E)                            $  (93,505)   $  (55,834)
                                                                             
 Net loss allocated to general partners (1%)         $     (935)   $     (558)
 Net loss allocated to limited partners                 (92,570)      (55,276)

                                                     $  (93,505)   $  (55,834)
                                                                
 Net loss per limited partnership unit               $    (3.37)   $    (2.01)


                 See Accompanying Notes to Financial Statements

                    SHELTER PROPERTIES II LIMITED PARTNERSHIP

              STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT) 

<TABLE>
<CAPTION>

                                                                               
                                       Limited                 
                                     Partnership    General      Limited
                                         Units     Partners      Partners       Total    

<S>                                   <C>        <C>          <C>           <C>                        
 Original capital contributions        27,500     $   2,000    $27,500,000   $27,502,000
                                                                                        
 Partners' (deficit) capital at                                                         
    December 31, 1993                  27,500     $(105,554)   $ 4,864,736   $ 4,759,182
                                                                                        
 Net loss for the year ended                                                            
    December 31, 1994                      --          (558)       (55,276)      (55,834)
                                                                                        
 Partners' (deficit) capital at                                                         
    December 31, 1994                  27,500      (106,112)     4,809,460     4,703,348
                                                                                        
 Partners' distributions paid              --        (6,000)      (594,000)     (600,000)
                                                                                        
 Net loss for the year ended                                                            
    December 31, 1995                      --          (935)       (92,570)      (93,505)
                                                                                        
 Partners' (deficit) capital at                                                         
    December 31, 1995                  27,500     $(113,047)   $ 4,122,890   $ 4,009,843
                                                                                        

<FN>
                 See Accompanying Notes to Financial Statements

</TABLE>

                    SHELTER PROPERTIES II LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                        
                                                             Years Ended December 31
                                                              1995             1994   
<S>                                                     <C>              <C>
 Cash flows from operating activities:                                               
    Net loss                                             $   (93,505)     $   (55,834)
    Adjustments to reconcile net loss to net cash                                    
     provided by operating activities:                                               
       Depreciation                                        1,089,912        1,025,571
       Amortization of discounts and loan costs              101,986           99,990
       Casualty loss                                          14,994               --
       Gain from condemnation                                     --          (14,012)
       Change in accounts:                                                           
        Restricted cash                                      (10,224)         (11,494)
        Accounts receivable                                   (5,597)           1,002
        Escrows for taxes                                   (102,271)         113,998
        Other assets                                          (6,000)              --
        Accounts payable                                     140,787          (69,317)
        Tenant security deposit liabilities                    7,890           14,372
        Accrued taxes                                         76,897         (103,170)
        Other liabilities                                    (31,460)          15,028
                                                                                     
          Net cash provided by operating activities        1,183,409        1,016,134
                                                                                     
 Cash flows from investing activities:                                               
    Property improvements and replacements                  (462,997)        (545,783)
    Cash invested in short-term investments               (8,175,087)      (5,163,055)
    Cash received from matured investments                 8,104,233        4,871,998
    Deposits to restricted escrows                           (56,515)         (37,353)
    Receipts from restricted escrows                          54,943          288,500
    Condemnation proceeds                                         --           14,967
    Insurance proceeds from property damage                    7,874               --
                                                                                     
          Net cash used in investing activities             (527,549)        (570,726)
                                                                                     
 Cash flows from financing activities:                                               
    Payments on mortgage notes payable                      (221,429)        (205,273)
    Distributions paid                                      (600,000)              --
                                                                                     
          Net cash used in financing activities             (821,429)        (205,273)
                                                                                     
 Net (decrease) increase in cash                            (165,569)         240,135
                                                                                     
 Cash at beginning of year                                   631,180          391,045
 Cash at end of year                                     $   465,611      $   631,180

 Supplemental disclosure of cash flow information:                                   
    Cash paid for interest                               $   725,749      $   741,905


<FN>

                 See Accompanying Notes to Financial Statements

</TABLE>

                    SHELTER PROPERTIES II LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS


Note A - Organization and Significant Accounting Policies

Organization:   Shelter Properties II Limited Partnership (the "Partnership )
was organized as a limited partnership under the laws of the State of South
Carolina pursuant to a Certificate and Agreement of Limited Partnership filed
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 only other general partner
of the Partnership, N. Barton Tuck, Jr., is effectively prohibited by the
Partnership's partnership agreement (the "Partnership Agreement") from
participating in the management of the Partnership.  The Corporate General
Partner is an indirect subsidiary of Insignia Financial Group, Inc.
("Insignia").  The directors and officers of the Corporate General Partner also
serve as executive officers of Insignia.  The partnership agreement terminates
December 31, 2020.  The  Partnership commenced operations on March 1, 1981, and
completed its acquisition of apartment properties on June 30, 1981.  The
Partnership operates three apartment properties located in the South and
Southwest.

Use of Estimates:  The preparation of financial statements in conformity with
generally accepted accounting principles 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.  In the following notes to financial
statements, whenever  net cash (used by) from operations  is used, it has the
aforementioned meaning.  The following is a reconciliation of the subtotal in
the accompanying statements of cash flows captioned  net cash provided by
operating activities  to net cash (used by) from operations, as defined in the
partnership agreement.  However, "net cash (used by) 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.
                                                                              
                                                       1995            1994  
 Net cash provided by operating activities         $1,183,409      $1,016,134
      Property improvements and replacements         (462,997)       (545,783)
      Payments on mortgage notes payable             (221,429)       (205,273)
      Changes in reserves for net operating                                  
         liabilities                                  (70,022)         39,581
      Changes in restricted escrows, net               (1,572)        251,147
      Insurance proceeds from property damage           7,874              --
      Condemnation proceeds                                --          14,967
      Additional operating reserves                  (450,000)             --
                                                                             
         Net cash (used by) from operations        $  (14,737)     $  570,773


Note A - Organization and Significant Accounting Policies (continued)

The General Partner believed it to be in the best interest of the Partnership to
reserve an additional $450,000 at December 31, 1995, to fund continuing capital
improvements in 1996.  Distributions made from reserves no longer considered
necessary by the general partners are considered to be additional net cash from
operations for allocation purposes.  During the year ended December 31, 1995,
the Corporate General Partner made a distribution of $600,000 from cash from
operations.

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%.

Undistributed Net Proceeds from Refinancing:  At December 31, 1995, net proceeds
from refinancings of approximately $748,000 remained undistributed.  Also, at
December 31, 1995, undistributed sales proceeds from a prior year sale of an
apartment property amounted to approximately $166,000, of which $58,000 is
payable to the general partners for related sales commissions when certain
levels of return are received by the limited partners.

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.

For any fiscal year, to the extent that profits, not including gains from
property dispositions, do not exceed distributions of net cash from operations,
such profits are allocated in the same manner as such distributions.  In any
fiscal year in which profits, not including gains from property disposition,
exceed distributions of net cash from operations, such excess is treated on a
cumulative basis as if it constituted an equivalent amount of distributable net
proceeds and is allocated together with, and in the same manner as, that portion
of gain described in the second sentence of the following paragraph.


Note A - Organization and Significant Accounting Policies (continued)

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 losses as shown in the statements of operations and changes in
partners' capital for 1995 and 1994 were allocated 99% to the limited partners
and 1% to the general partners.  Net loss per limited partnership unit for 1995
and 1994 was computed as 99% of net loss divided by 27,500 weighted average
units outstanding.

Other Reserves:  The general partners may designate a portion of cash generated
from operations as  other reserves  in determining net cash from operations. 
The general partners designated as other reserves an amount equal to the net
liabilities related to the operations of apartment properties during the current
fiscal year that are expected to require the use of cash during the next fiscal 
year.  The decrease in other reserves during 1995 was $70,022 and the increase
in 1994 was $39,581, which amounts were determined by considering changes in the
balances of restricted cash, accounts receivable, escrows for taxes, other
assets, accounts payable, tenant security deposit liabilities, accrued taxes and
other liabilities.  At this time, the general partners expect to continue to
adjust other reserves based on the net change in the aforementioned account
balances.  

Restricted Escrows:

      Capital Improvement Account - At the time of the refinancing in 1992,
$1,183,180 of the proceeds were designated  for a "capital improvement escrow"
for certain capital improvements.  At December 31, 1995, the balance remaining
in the escrow was $33,686.  Upon completion of the scheduled property
improvements, any excess funds will be returned for property operations.

      Reserve Account - In addition to the Capital Improvement Account  a
general Reserve Account was established in 1992 with the refinancing proceeds
for each mortgaged property.  These funds were established to cover necessary
repairs and replacements of existing improvements, debt service, out of pocket
expenses incurred for ordinary and necessary administrative tasks, and payment
of real property taxes and insurance premiums.  The Partnership is required to
deposit net operating income (as defined in the mortgage note) from each
refinanced property to the respective reserve account until they equal $1,000
per apartment unit or $853,000 in total.  The balance at December 31, 1995, is
$862,827, which includes interest earned on these funds.

Note A - Organization and Significant Accounting Policies (continued)

Escrows for Taxes:  These escrows are held by the Partnership and are designated
for the payment of real estate taxes.

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 (1)
for real property over 15 years for additions prior to March 16, 1984, 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, and (2) for personal
property over 5 years for additions prior to 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 7 years.

Present Value Discounts:  Periodically, the Partnership incurs debt at below
market rates for similar debt.  Present value discounts are recorded on the
basis of prevailing market rates and are amortized on an interest method over
the life of the related debt.  

Loan Costs:  Loan costs are included in other assets and are being amortized on
a straight-line basis over the life of the loans.

Cash:  The Partnership considers only unrestricted cash to be cash. 
Certificates of deposit are considered to be investments.  At certain times, the
amount of cash deposited at a bank may exceed the limit on insured deposits.

Investments:  Securities held-to-maturity and available-for-sale:  The Corporate
General Partner determines the appropriate classification of debt securities at
the time of purchase and reevaluates such designation as of each balance sheet
date.  Debt securities are classified as held-to-maturity when the Partnership
has  the positive intent and ability to hold the securities to maturity.  Held-
to-maturity securities are stated at amortized cost, adjusted for amortization
of premiums and accretion of discounts to maturity.  Such amortization is
included in investment income.  Interest on securities classified as held-to-
maturity is included in investment income.

Marketable equity securities and debt securities not classified as held-to-
maturity are classified as available-for-sale.  Presently, all of the
Partnership's investments are classified as held-to-maturity.  Available-for-
sale  securities are carried at fair value, with the unrealized gains and
losses, net of tax, reported in a separate component of partner's capital.  The
amortized  cost of debt securities in this category is adjusted for amortization
of premiums and accretion of discounts to maturity.  Such amortization is
included in investment income.  Realized gains and losses and declines in value
judged to be other-than-temporary on available-for-sale securities are included
in investment income.  The cost of securities sold is based on the specific
identification method.  Interest and dividends on securities classified as
available-for-sale are included in investment income.

Note A - Organization and Significant Accounting Policies (continued)

Leases:  The Partnership generally leases apartment units for twelve-month terms
or less.  The Partnership recognizes income as earned on its leases.  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.  Concessions are charged to expense as incurred.

Restricted Cash - Tenant Security Deposits:  The Partnership requires security
deposits from all lessees for the duration of the lease.  Deposits are refunded
when the tenant vacates the apartment if there has been no damage to the unit.

Investment Properties:  Investment properties consist of three apartment
complexes and are stated at cost.  Costs of apartment properties that have been
permanently impaired have been written down to appraised value.  The Corporate
General Partner relies on the annual appraisals performed by the independent
appraisers for the estimated value of the Partnership's properties.  There are
three recognized approaches or techniques available to the appraiser.  When
applicable, these approaches are used to process the data considered significant
to each to arrive at separate value indications.  In all instances the
experience of the appraiser, coupled with his objective judgement, plays a major
role in arriving at the conclusions of the indicated value from which the final
estimate of value is made.  The three approaches commonly known are the cost
approach, the sales comparison approach, and the income approach.  The cost
approach is often not considered to be reliable due to the lack of land sales
and the significant amount of depreciation and, therefore, is often not



Note C - Mortgage Notes Payable 

The principal terms of mortgage notes payables are as follows:

<TABLE>
<CAPTION>


                           Principal     Monthly                          Principal
                          Balance At     Payment    Stated                 Balance
                          December 31,  Including  Interest    Maturity     Due At
 Property                     1995       Interest    Rate        Date      Maturity 
<S>                       <C>          <C>         <C>       <C>         <C>
 Parktown                                                      
  1st mortgage             $3,295,559   $27,813     7.60%      11/15/02   $2,552,322
  2nd mortgage                108,986       690     7.60       11/15/02      108,986
 Raintree                                                      
  1st mortgage              1,462,529    12,343     7.60       11/15/02    1,132,696
  2nd mortgage                 48,366       306     7.60       11/15/02       48,366
 Signal Pointe                                                 
  1st mortgage              4,368,103    36,864     7.60       11/15/02    3,383,063
  2nd mortgage                144,454       915     7.60       11/15/02      144,454
                            9,427,997   $78,931                
 Less unamortized                                              
 present value discounts     (516,553)                         
                                                              
                                                              
 Total                    $ 8,911,444

</TABLE>                                                               

The estimated fair values of the Partnership's aggregate debt is approximately
$9,428,000.  This estimation is not necessarily indicative of the amounts the
Partnership may pay in actual market transactions.


The Partnership exercised interest rate buy-down options for the three
properties when the debt was refinanced, reducing the stated rate from 8.76% to
7.60%.  The fee for the interest rate reduction amounted to $700,211 and is
being amortized as a loan discount on the interest method over the life of the
loans.  The discount fee is reflected as a reduction of the mortgage notes
payable and increases the effective rate of the debt to 8.76%.

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.  Certain of the notes require prepayment penalties if
repaid prior to maturity.


Note C - Mortgage Notes Payable (continued)

Scheduled principal payments of mortgage notes payable subsequent to December 31
are as follows:

                  1996                         $  238,856            
                  1997                            257,655            
                  1998                            277,933            
                  1999                            299,808            
                  2000                            323,404            
            Thereafter                          8,030,341            
                                               $9,427,997            


Note D - Gain From Condemnation

In 1994, the Partnership reported a gain as a result of proceeds received from
condemnation of land for a road widening project at Signal Pointe.

Note E - 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 loss and Federal taxable loss.
                                                                              
                                        1995               1994  
                                                                 
 Net loss as reported                $ (93,505)         $ (55,834)
 Add (deduct)                                                    
      Amortization of present                                    
       value discounts                  (7,486)           (10,361)
     Depreciation differences         (375,708)          (390,234)
     Change in prepaid rental          (63,404)            31,187
     Other                                 634             (2,053)
     Casualty loss                      56,952                 --
                                                                 
 Federal taxable loss                $(482,517)         $(427,295)
                                                                 
 Federal taxable loss                                            
     per limited partnership         $  (17.37)         $  (15.38)
                                             

Note E - Income Taxes (continued)

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

    Net assets as reported                                  $4,009,843
      Buildings and land                                     2,672,213
      Accumulated depreciation                              (7,062,295)
      Syndication fees                                       3,111,112
      Other                                                    167,584
             Net assets - tax basis                        $ 2,898,457



Note F - 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 payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.  Balances and other transactions with
affiliates of Insignia Financial Group, Inc. in 1995 and 1994 are:

                                                      1995         1994 
                                                                        
      Property management fees                     $262,979     $246,904
      Reimbursement for services of affiliates       97,698       85,911
      Due to General Partner                         58,000       58,000



The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the Corporate General Partner.  An affiliate of
the Corporate General Partner acquired, in the acquisition of a business,
certain financial obligations from an insurance agency which was later acquired
by the agent who placed the current year's master policy.  The current agent
assumed the financial obligations to the affiliate of the Corporate General
Partner, who receives payments on these obligations from the agent.  The amount
of the Partnership's insurance premiums accruing to the benefit of the affiliate
of the Corporate General Partner by virtue of the agent's obligations is not
significant.

Note G - Real Estate and Accumulated Depreciation

Apartment Properties                                                     

<TABLE>
<CAPTION>
                                                                              
                                                 Initial Cost                                     
                                                                              
                                                To Partnership                                  
                                                                                         Cost
                                                                    Buildings        Capitalized
                                                                   and Related         (Removed)
                                                                    Personal         Subsequent to
 Description                 Encumbrances           Land            Property          Acquisition 
<S>                         <C>                <C>               <C>                <C>
 Parktown Townhouses                                                        
  Deer Park, TX              $3,404,545         $1,094,593        $ 5,329,074        $2,522,648
                                                                                                 
 Raintree Apartments                                                      
  Anderson, SC                1,510,895            183,872          3,183,760           567,198
                                                                            
 Signal Pointe Apartments                                                   
  Winter Park, FL             4,512,557            536,544          8,061,916         2,396,594
                                                                            
         Totals              $9,427,997         $1,815,009        $16,574,750        $5,486,440 

</TABLE>


<TABLE>
<CAPTION>                                        
                               Gross Amount At Which Carried
                                   At December 31, 1995   

                                                                                        
                                   Buildings                                                  
                                   And Related
                                    Personal                     Accumulated         Date of       Date       Depreciable
    Description          Land       Property         Total       Depreciation     Construction   Acquired      Life-Years
<S>                 <C>           <C>            <C>           <C>                   <C>        <C>              <C>     
 Parktown                                                                                        
  Deer Park, TX      $1,094,593    $ 7,851,722    $ 8,946,315   $ 5,260,204           1969       03/01/81         5-35
                                                                                                
 Raintree                                                                                        
  Anderson, SC           183,872     3,750,958      3,934,830      2,318,474       1972-1974     04/30/81         5-38
                                                                                                              
 Signal Pointe                                                                                   
  Winter Park, FL        535,590    10,459,464     10,995,054      6,377,319          1970       06/30/81         5-37
                                                                                                 
    Totals            $1,814,055   $22,062,144    $23,876,199    $13,955,997                     
                                                                                                 

</TABLE>

Note G - Real Estate and Accumulated Depreciation (continued)


Reconciliation of  Real Estate and Accumulated Depreciation :


                                             Years Ended December 31,  
                                               1995            1994   
 Investment Properties                                                 
 Balance at beginning of year               $23,493,896     $22,959,597
       Property improvements                    462,997         545,783
       Disposals of property                    (80,694)        (11,484)

 Balance at End of Year                     $23,876,199     $23,493,896
 Accumulated Depreciation                                              

 Balance at beginning of year               $12,923,911     $11,907,991
      Additions charged to expense            1,089,912       1,025,571
      Disposals of property                     (57,826)         (9,651)

 Balance at End of Year                     $13,955,997     $12,923,911


The aggregate cost of the real estate for Federal income tax purposes is
$26,548,412 and $26,108,259 at December 31, 1995 and 1994, respectively.  The
accumulated depreciation taken for Federal income tax purposes is $21,018,292
and $19,552,674 at December 31, 1995 and 1994, respectively.

Note H - Contingencies

Tender Offer Litigation:  The Corporate General Partner owns 100 Limited
Partnership Units ("Units").  On or about April 26 and 27, 1995, six entities
("Affiliated Purchaser") affiliated with the Partnership commenced tender offers
for limited partner interests in six limited partnerships, including the
Partnership (collectively, the "Shelter Properties Partnerships").  On May 27,
1995, the Affiliated Purchaser acquired 6,026 units of the Partnership pursuant
to the tender offer.  On or about May 12, 1995, in the United States District
Court for the District of South Carolina, certain limited partners of the
Shelter Properties Partnerships commenced a lawsuit, on behalf of themselves, on
behalf of a putative class of plaintiffs, and derivatively on behalf of the
partnerships, challenging the actions taken by defendants (including Insignia,
the acquiring entities and certain officers of Insignia) in the management of
the Shelter Properties Partnerships and in connection with the tender offers and
certain other matters.



Note H - Contingencies (continued)

The plaintiffs alleged that, among other things:  (i) the defendants
intentionally mismanaged the partnerships and acted contrary to the limited
partners' best interests by prolonging the existence of the partnerships in
order to perpetuate the revenues derived by Insignia and its affiliates from the
partnerships, (ii) the defendants' actions reduced the demand for the
partnerships' limited partner interests in the limited resale market by
artificially depressing the trading prices for limited partners interests in
order to create a favorable environment for the tender offers; (iii) through the
tender offers, the acquiring entities sought to acquire effective voting control
over the partnerships while paying highly inadequate prices; and (iv) the
documents disseminated to the class in connection with the tender offers
contained false and misleading statements and omissions of material facts
concerning such issues as the advantages to limited partners of tendering
pursuant to the tender offers, the true value of the interest, the true
financial condition of the partnerships, the factors affecting the likelihood
that properties owned by the partnerships will be sold  or liquidated in the
near future, the liquidity and true value of the limited partner interests, the
reasons for the limited secondary market for limited partner interests, and the
true nature of the market for the underlying real estate assets owned by the
partnerships all in violation of the federal securities laws.

On September 27, 1995, the parties entered into a stipulation to settle the
matter.  The principal terms of the stipulation require supplemental payments to
tendering limited partners aggregating approximately $6 million to be paid by
the Affiliated Purchaser; waiver by the Shelter Properties Partnership's general
partners of any right to certain proceeds from a sale or refinancing of the
partnerships' properties; some restrictions on Insignia's ability to vote the
limited partner interests it acquired; payment of $1.25 million for plaintiffs'
attorney fees and expenses in the litigation; and general releases of all the
defendants.  The Partnership has accrued approximately $59,000 as its allocated
share of the $1.25 million.  Provisional Court approval of the stipulation is
required before it will be distributed to the class members for review.  If a
certain number of class members opt out, the settlement may be cancelled.  No
assurance can be given that this matter will be settled on the terms, set forth
above or otherwise.  

Note I - Casualty Loss

The Partnership recorded a casualty loss in 1995 resulting from a fire at
Parktown Townhouses which damaged the roof and interiors of four units.  The
damage resulted in a loss of $14,994 arising from proceeds from the
Partnership's insurance carrier of $37,920 which did not exceed the basis of the
property and expenses to replace the roof and interiors damaged.  



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

 None.


                                    PART III


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

 The Registrant has no officers or directors.  The Individual and Corporate
General Partners are as follows:

 Individual General Partner - N. Barton Tuck, Jr., age 57, is the Individual
General Partner of the Registrant.  Mr. Tuck is Chairman of GolfSouth
Management, Inc.  Until August 1990, he served as Chairman and Chief Executive
Officer of U.S. Shelter Corporation ("Shelter"), the former parent of AmReal
Corporation (parent of the Corporate General Partner of the Partnership).  For
six years prior to 1966, Mr. Tuck was employed in Greenville, South Carolina by
the certified public accounting firm of S.D. Leidesdorf & Company.  From 1966 to
1970, he was a registered representative with the investment banking firm of
Harris Upham & Co., Inc. in Greenville, South Carolina.  Since 1970, Mr. Tuck
has been engaged in arranging equity investments for individuals and
partnerships.  Mr. Tuck is a graduate of the University of North Carolina.  Mr.
Tuck has delegated to the Corporate General Partner all of his authority, as a
general partner of the Partnership, to manage and control the Partnership and
its business and affairs.

 Corporate General Partner - The names and ages of, as well as the positions and
offices held by, the executive officers and directors of Shelter Realty II
Corporation are set forth below.  There are no family relationships between or
among any officers or directors.

      Name                      Age            Position

William H. Jarrard, Jr.         49             President and Director

Ronald Uretta                   39             Vice President and Treasurer

John K. Lines, Esq.             36             Vice President and Secretary

Kelley M. Buechler              38             Assistant Secretary


      Mr. Jarrard, who had previously served as Vice President, became President
in August 1994.  In August 1994, Mr. Lines became Vice President and Secretary.

      William H. Jarrard, Jr. has been President of the Corporate General
Partner since August 1994 and Managing Director - Asset Management and
Partnership Administration of Insignia since January 1991.  During the five
years prior to joining Insignia in 1991, he served in similar capacities for
U.S. Shelter.  

      Ronald Uretta has been Insignia's Chief Financial Officer, Secretary, and
Treasurer since January 1992.  Since September 1990, Mr. Uretta has also served
as the Chief Financial Officer and Controller of MAG.  From May 1988 until
September 1990, Mr. Uretta was a self-employed financial consultant.  From
January 1978 until January 1988, Mr. Uretta was employed by Veltri Raynor &
Company, independent certified public accountants. 

      John Lines, Esq. has been Vice President and Secretary of the Corporate
General Partner since August 1994, Insignia's General Counsel since June 1994,
and General Counsel and Secretary since July 1994.  From May 1993 until June
1994, Mr. Lines was the Assistant General Counsel and Vice President of Ocwen
Financial Corporation, West Palm Beach, Florida.  From October 1991 until May
1993, Mr. Lines was a Senior Attorney with BANC ONE CORPORATION, Columbus, 
Ohio. From May 1984 until October 1991, Mr. Lines was an attorney with Squire 
Sanders & Dempsey, Columbus, Ohio.

      Kelley M. Buechler is Assistant Secretary of the Corporate General Partner
and Assistant Secretary of Insignia since 1991.  During the five years prior to
joining Insignia in 1991, she served in similar capacities with U.S. Shelter. 
Ms. Buechler is a graduate of the University of North Carolina.


Item 10.  Executive Compensation

      Neither the Individual General Partner nor any of the 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 by the Registrant to be the
beneficial owner of more than 5% of the Limited Partnership Units of the
Registrant as of December 31, 1995.

                                                                              
                                          Number                  
 Entity                                  of Units           Percentage
                                                 
 Insignia Financial Group, Inc.             6,051              21.93%    
 High River Limited Partnership             2,857              10.39%    


   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.


Item 12.  Certain Relationships and Related Transactions

   The Individual General Partner and the Corporate General Partner received,
collectively, $6,000 as their prorata share of the distribution made during the
first quarter of 1995.  No cash distributions were made during the remainder of
the year ended December 31, 1995.  For a description of the share of cash
distributions from operations, if any, to which the general partners are
entitled, reference is made to the material contained in the Prospectus under
the heading PROFITS AND LOSSES AND CASH DISTRIBUTIONS.

   The Registrant has a property management agreement with Insignia Management
Group, L.P. pursuant to which Insignia Management Group, L.P. has assumed direct
responsibility for day-to-day management of the Partnership's  properties.  This
service includes the supervision of leasing, rent collection, maintenance,
budgeting, employment of personnel, payment of operating expenses, etc. 
Insignia Management Group, L.P. receives a property management fee equal to 5%
of apartment revenues.  During the fiscal year ended December 31, 1995, Insignia
Management Group, L.P. received $262,979 in fees for property management.  

   For a more detailed description of the management fee that Insignia
Management Group, L.P. is entitled to receive, see the material contained in the
Prospectus under the heading CONFLICTS OF INTEREST - Property Management
Services.

   For a further description of payments made by the Registrant to affiliates
for services and as reimbursement of certain expenses incurred by affiliates on
behalf of the Registrant, see Note F of the financial statements included as
part of this report.


Item 13. Exhibits and Reports on Form 8-K

   (a)   Exhibits:  

         Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
         report.

   (b)   Reports on Form 8-K filed in the fourth quarter of fiscal year 1995:  

         None.

 

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
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/William H. Jarrard, Jr.
                                               William H. Jarrard
                                               President and Director
                                         

                                         Date: March 8, 1996  


      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/William H. Jarrard, Jr.               Date: March 8, 1996
William H. Jarrard, Jr.
President and Director



/s/Ronald Uretta                         Date: March 8, 1996
Ronald Uretta           
Treasurer 
Principal Financial
Officer and Principal
Accounting Officer



                                  EXHIBIT INDEX





Exhibit


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.*

      (d)   Mortgage Note and Mortgage Deed between Mutual Benefit Life
            Insurance Company and Foxcroft Investors, Limited.  Purchase Money
            Note and Purchase Money Mortgage and Security Agreement between
            Foxcroft Investors, Limited and Shelter Properties II to acquire
            Squire One 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.**



                                  EXHIBIT INDEX


Exhibit

      (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.

      (d)   Purchase Agreement dated May 28, 1981 between Foxcroft Investors,
            Limited and Shelter Properties II to purchase Squire One 
            Apartments. [Filed with Form 8-K of Registrant dated June 8, 1981 
            and incorporated herein by reference.]

      (e)   Sales Agreement dated December 30, 1983 between Shelter Properties
            II and Security Investors, Ltd.-II to sell Cambridge Station
            Apartments.  [Filed with Form 10-K of Registrant for year ended
            December 31, 1983 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 Insignia
      Management Group, 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:

      (a)   First Mortgage and Security Agreements dated October 28, 1992
            between Shelter Properties II Limited Partnership and Joseph Philip
            Forte (Trustee) and First Commonwealth Realty Credit Corporation, a
            Virginia Corporation, securing the following properties:  Raintree,
            Parktown/Center Court, and Squire One. ***
      (b)   Second Mortgage and Security Agreements dated October 28, 1992
            between Shelter Properties II Limited Partnership and Joseph Philip
            Forte (Trustee) and First Commonwealth Realty Credit Corporation, a
            Virginia Corporation, securing the following properties:  Raintree,
            Parktown/Center Court, and Squire One. ***
      (c)   First Assignments of Leases and Rents dated October 28, 1992 between
            Shelter Properties II Limited Partnership and Joseph Philip Forte
            (Trustee) and First Commonwealth Realty Credit Corporation, a
            Virginia Corporation, securing the following properties:  Raintree,
            Parktown/Center Court, and Squire One. ***
      (d)   Second Assignments of Leases and Rents dated October 28, 1992
            between Shelter Properties ii Limited Partnership and Joseph Philip
            Forte (Trustee) and First Commonwealth Realty Credit Corporation, a
            Virginia Corporation, securing the following properties:  Raintree,
            Parktown/Center Court, and Squire One. ***


                                  EXHIBIT INDEX

Exhibit


      (e)   First Deeds of Trust Notes dated October 28, 1992 between Shelter
            Properties II Limited Partnership and First Commonwealth Realty

            Credit Corporation, relating to the following properties:  Raintree,
            Parktown/Center Court, and Squire One. ***
      (f)   Second Deeds of Trust Notes dated October 28, 1992 between Shelter
            Properties II Limited Partnership and First Commonwealth Realty
            Credit Corporation, relating to the following properties:  Raintree,
            Parktown/Center Court, and Squire One. ***

            ***Filed as Exhibits 10(iii) (a) through (f), respectively, of form
            10KSB of Registrant for the year ended December 31, 1992 and
            incorporated herein by reference.

27    Financial Data Schedule

99    Prospectus of Registrant dated February 2, 1981 [included in Registration
      Statement No. 2-69507, of Registrant] and incorporated herein by
      reference.