UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                 For the quarterly period ended September 30, 2003

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


                For the transition period from _________to _________

                         Commission file number 0-10256


                              SHELTER PROPERTIES II
             (Exact name of registrant as specified in its charter)



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

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

                                 (864) 239-1000
                           (Issuer's telephone number)

<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS


                              SHELTER PROPERTIES II
                                  BALANCE SHEET
                                   (Unaudited)
                        (in thousands, except unit data)

                               September 30, 2003

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 356
   Receivables and deposits                                                       86
   Restricted escrows                                                            257
   Other assets                                                                  696
   Investment properties:
      Land                                                    $ 1,814
      Buildings and related personal property                   31,671
                                                                33,485
      Less accumulated depreciation                            (20,478)       13,007

                                                                            $ 14,402
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 44
   Tenant security deposit liabilities                                           176
   Accrued property taxes                                                        333
   Other liabilities                                                             272
   Due to affiliate                                                            1,039
   Mortgage notes payable                                                     18,433

Partners' Deficit
   General partners                                            $ (108)
   Limited partners (27,500 units issued and
      outstanding)                                              (5,787)       (5,895)

                                                                            $ 14,402

                   See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

                              SHELTER PROPERTIES II
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (in thousands, except per unit data)
<TABLE>
<CAPTION>

                                      Three Months Ended          Nine Months Ended
                                         September 30,              September 30,
                                       2003          2002         2003         2002
Revenues:
<S>                                  <C>           <C>           <C>          <C>
   Rental income                     $ 1,837       $ 1,348       $ 4,807      $ 3,539
   Other income                          207           128           520          340
   Casualty gain (Note D)                 --            --           527           --
       Total revenues                  2,044         1,476         5,854        3,879

Expenses:
   Operating                             774           582         2,174        1,886
   General and administrative             48            58           161          202
   Depreciation                          308           257           950          750
   Interest                              359           425         1,109        1,028
   Property taxes                        102           119           333          283
       Total expenses                  1,591         1,441         4,727        4,149

Net income (loss)                     $ 453          $ 35        $ 1,127      $ (270)

Net income (loss) allocated to
   general partners (1%)               $ 4           $ --         $ 11         $ (3)
Net income (loss) allocated to
   limited partners (99%)                449            35         1,116         (267)

                                      $ 453          $ 35        $ 1,127      $ (270)
Net income (loss) per limited
   partnership unit                  $ 16.33        $ 1.27       $ 40.58      $ (9.71)

                   See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

                              SHELTER PROPERTIES II
                    STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (Unaudited)
                        (in thousands, except unit data)

<TABLE>
<CAPTION>

                                     Limited
                                     Partnership     General      Limited
                                        Units        Partners    Partners      Total

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

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

Net income for the nine months
   ended September 30, 2003                 --            11        1,116       1,127

Partners' deficit at
   September 30, 2003                   27,500        $ (108)     $(5,787)    $(5,895)

                   See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>
                              SHELTER PROPERTIES II
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>


                                                                 Nine Months Ended
                                                                   September 30,
                                                                  2003         2002
Cash flows used in operating activities:
<S>                                                             <C>          <C>
   Net income (loss)                                            $ 1,127      $ (270)
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
      Depreciation                                                  950          750
      Casualty gain                                                (527)          --
      Amortization of discounts and loan costs                       21           21
      Change in accounts:
        Receivables and deposits                                    961        3,297
        Other assets                                               (143)         (53)
        Accounts payable                                            (89)      (3,628)
        Tenant security deposit liabilities                         (12)          76
        Accrued property taxes                                      144          126
        Due to affiliate                                             31           47
        Other liabilities                                            10          135
            Net cash provided by operating activities             2,473          501

Cash flows used in investing activities:
   Property improvements and replacements                          (411)      (3,903)
   Insurance proceeds received                                      527        2,936
   Net (deposits to) withdrawals from restricted escrows             (2)       2,624
            Net cash provided by investing activities               114        1,657


Cash flows used in financing activities:
   Payments on mortgage notes payable                              (390)        (364)
   Advances from affiliate                                           30        1,533
   Repayment of advances from affiliate                          (2,232)      (3,508)
            Net cash used in financing activities                (2,592)      (2,339)

Net decrease in cash and cash equivalents                            (5)        (181)

Cash and cash equivalents at beginning of period                    361          678

Cash and cash equivalents at end of period                       $ 356        $ 497

Supplemental disclosure of cash flow information:
   Cash paid for interest                                       $ 1,201      $ 1,293

                   See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

                              SHELTER PROPERTIES II
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note A - Basis of Presentation

The accompanying  unaudited  financial  statements of Shelter Properties II (the
"Partnership" or  "Registrant")  have been prepared in accordance with generally
accepted  accounting  principles for interim financial  information and with the
instructions  to Form 10-QSB and Item 310 (b) of  Regulation  S-B.  Accordingly,
they do not include all of the information  and footnotes  required by generally
accepted accounting principles for complete financial statements. In the opinion
of  Shelter  Realty  II  Corporation  (the  "Corporate  General  Partner"),  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation  have been included.  Operating results for the three and nine
month periods ended  September 30, 2003, are not  necessarily  indicative of the
results that may be expected for the fiscal year ending  December 31, 2003.  For
further  information,  refer to the financial  statements and footnotes  thereto
included in the  Partnership's  Annual  Report on Form 10-KSB for the year ended
December 31, 2002.  The Corporate  General  Partner is a subsidiary of Apartment
Investment  and  Management  Company  ("AIMCO"),  a publicly  traded real estate
investment trust. The non-corporate general partner, AIMCO Properties,  L.P., is
also an affiliate of AIMCO.

Note B - Reconciliation of Cash Flows

As required by the Partnership  Agreement,  the following is a reconciliation of
"Net cash provided by operating  activities" in the  accompanying  statements of
cash  flows  to "Net  cash  from  operations",  as  defined  in the  partnership
agreement.  However,  "Net cash from  operations"  should not be  considered  an
alternative  to  net  income  as an  indicator  of the  Partnership's  operating
performance or to cash flows as a measure of liquidity.

                                                            Nine Months Ended
                                                              September 30,
                                                          2003             2002
                                                             (in thousands)
   Net cash provided by operating activities             $ 2,473          $ 501
     Payments on mortgage notes payable                     (390)          (364)
     Property improvements and replacements                 (411)        (3,903)
     Change in restricted escrows, net                        (2)         2,624
     Repayments to affiliates on advances for
       operations                                             --           (420)
     Advances from affiliates for operations                  30             81
     Changes in reserves for net operating
       liabilities                                          (871)            17
     Additional reserves for capital improvements           (829)        (1,464)

         Net cash from operations                         $ --             $ --

For the nine months ended  September  30, 2003,  the Corporate  General  Partner
reserved  approximately $829,000 to fund capital improvements and repairs at the
Partnership's three investment  properties.  For the nine months ended September
30, 2002, the Corporate  General Partner  believed it to be in the best interest
of the  Partnership to use cash from operations of  approximately  $1,464,000 to
fund continuing capital  improvements and repairs in order for the properties to
remain competitive.

Note C - Transactions with Affiliated Parties

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

Affiliates of the Corporate  General Partner are entitled to receive 5% of gross
receipts from all of the Partnership's  properties as compensation for providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately $246,000 and $186,000 for the nine months ended September 30, 2003
and 2002, respectively, which is included in operating expenses.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $113,000 and
$866,000 for the nine months ended  September  30, 2003 and 2002,  respectively,
which  is  included  in  general  and  administrative  expenses  and  investment
properties.   Included  in  these  amounts  are  fees  related  to  construction
management services provided by an affiliate of the Corporate General Partner of
approximately  $1,000 and $715,000 for the nine months ended  September 30, 2003
and 2002, respectively.  The construction management service fees are calculated
based on a percentage of additions to the  investment  properties.  At September
30, 2003,  approximately $119,000 of these fees were accrued and included in due
to affiliate on the accompanying balance sheet.

During  1983,  a payable to the  general  partner of  approximately  $58,000 was
accrued  for sales  commissions  earned  and is  included  in due to  affiliate.
Pursuant  to the  Partnership  Agreement,  this  liability  cannot be paid until
certain levels of return are received by the limited  partners.  As of September
30, 2003, the level of return to the limited partners has not been met.

In  accordance  with the  Partnership  Agreement,  an affiliate of the Corporate
General  Partner has loaned the  Partnership  funds  primarily  to assist in the
redevelopment required at Parktown Townhouses due to flood damage as well as the
operations of all of the Partnership's  investment  properties.  During the nine
months ended  September  30, 2003 the  Partnership  made  principal  payments of
approximately  $2,232,000,  and received new principal advances of approximately
$30,000.  As of  September  30, 2003 the  indebtedness  to an  affiliate  of the
Corporate General Partner is approximately $862,000, including accrued interest.
Interest  is  charged  at  the  prime  rate  plus  2%.   Interest   expense  was
approximately  $77,000 and $273,000 for the nine months ended September 30, 2003
and 2002, respectively.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Corporate  General Partner.  During the nine months ended September 30, 2003 and
2002,  the  Partnership  was charged by AIMCO and its  affiliates  approximately
$85,000 and $103,000,  respectively,  for insurance coverage and fees associated
with policy claims administration.

Note D - Casualty

During June 2001,  Parktown  Townhouses incurred extensive damage as a result of
severe flooding which affected  certain areas of Texas. The  reconstruction  and
mold remediation of the property took place during 2002 and 2001 and all repairs
were  substantially  complete at the end of 2002.  As a result,  in 2002 the net
assets were  written off and the  Partnership  recorded a casualty  gain for the
insurance  proceeds received in excess of the net assets written off. During the
nine months ended September 30, 2003,  additional  insurance proceeds related to
the  reconstruction of approximately  $527,000 were received and were recognized
as a casualty gain. In addition,  approximately $582,000 was received related to
lost rents, of which approximately $378,000 was recorded as rental income in the
accompanying financial statements.

Due to the  reconstruction,  Parktown  Townhouses was largely  physically vacant
during  2002.  As a  result,  interest,  property  taxes and  certain  operating
expenses totaling approximately  $319,000,  $142,000 and $79,000,  respectively,
were  capitalized  during the nine months ended  September 30, 2002.  During the
nine months ended September 30, 2003, no such costs were capitalized.

Note E - Legal Proceedings

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

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

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

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
filed an appeal  seeking  to vacate  and/or  reverse  the  order  approving  the
settlement and entering judgment thereto.  The Corporate General Partner intends
to file a respondent's  brief in support of the order  approving  settlement and
entering judgment thereto.

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

On August 8, 2003 AIMCO Properties  L.P., an affiliate of the Corporate  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the Complaint denying the substantive  allegations.  Although the outcome of any
litigation is uncertain,  in the opinion of the  Corporate  General  Partner the
claims will not result in any material liability to the Partnership.

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

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

The Partnership's  investment  properties consist of three apartment  complexes.
The following table sets forth the average  occupancy of the properties for each
of the nine months ended September 30, 2003 and 2002:

                                                            Average
                                                           Occupancy
       Property                                        2003          2002

       Parktown Townhouses (1)
         Deer Park, Texas                              91%            44%
       Raintree Apartments
         Anderson, South Carolina                      95%            93%
       Signal Pointe Apartments
         Winter Park, Florida                          95%            93%

(1)   During June 2001, Parktown Townhouses was damaged by severe flooding which
      affected certain areas of Texas. The property incurred extensive damage as
      a  result  of the  flooding  and  was  largely  physically  vacant  during
      reconstruction   in  2002  and  2001.  As  of  September  30,  2003,   the
      redevelopment  of the property was  complete  and the  previously  damaged
      units were available for occupancy.

Results of Operations

For the three  months  ended  September  30, 2003 the  Partnership  realized net
income of approximately $453,000 compared to net income of approximately $35,000
for the  corresponding  period in 2002. The Partnership  realized net income for
the nine months ended September 30, 2003 of approximately $1,127,000 compared to
a net loss of approximately  $270,000 for the corresponding  period in 2002. The
increase in net income for both periods was due to an increase in total revenues
partially  offset by an  increase in total  expenses.  Total  revenues  for both
periods increased due to increases in rental and other income and, additionally,
for the nine months ended  September  30, 2003,  the  recognition  of a casualty
gain.  Rental  income  increased  due to an  increase in  occupancy  at Parktown
Townhouses and the receipt of approximately  $378,000 in insurance  proceeds for
lost rents related to the casualty at Parktown Townhouses partially offset by an
increase in bad debt expense at all of the Partnership's  investment properties.
Other income  increased due to increases in late charges at Parktown  Townhouses
and  Signal  Pointe   Apartments  and  lease   cancellation   fees  and  utility
reimbursements at Parktown Townhouses.

During June 2001,  Parktown  Townhouses incurred extensive damage as a result of
severe flooding which affected  certain areas of Texas. The  reconstruction  and
mold remediation of the property took place during 2002 and 2001 and all repairs
were  substantially  complete at the end of 2002.  As a result,  in 2002 the net
assets were  written off and the  Partnership  recorded a casualty  gain for the
insurance  proceeds received in excess of the net assets written off. During the
nine months ended September 30, 2003,  additional  insurance proceeds related to
the  reconstruction of approximately  $527,000 were received and were recognized
as a casualty gain. In addition,  approximately $582,000 was received related to
lost rents, of which approximately $378,000 was recorded as rental income in the
accompanying financial statements.

Due to the  reconstruction,  Parktown  Townhouses was largely  physically vacant
during  2002.  As a  result,  interest,  property  taxes and  certain  operating
expenses totaling approximately  $319,000,  $142,000 and $79,000,  respectively,
were  capitalized  during the nine months ended  September 30, 2002.  During the
nine months ended September 30, 2003, no such costs were capitalized.

For the three months ended September 30, 2003,  total expenses  increased due to
increases in operating and depreciation  expenses partially offset by a decrease
in interest  expense.  For the nine  months  ended  September  30,  2003,  total
expenses  increased  due to increases in operating,  depreciation,  interest and
property   tax  expenses   partially   offset  by  a  decrease  in  general  and
administrative  expense.  Operating  expense for both periods  increased  due to
increases in advertising, property and maintenance expenses. Advertising expense
increased primarily due to an increase in periodicals at Parktown Townhouses and
Signal Pointe Apartments. Property expense increased due to increases in payroll
and related  expenses  at  Parktown  Townhouses  and Signal  Pointe  Apartments.
Maintenance expense increased due to an increase in contract labor at all of the
investment  properties and a decrease in certain  capitalized  costs,  primarily
payroll related, at Parktown  Townhouses.  Depreciation expense for both periods
increased  due to new assets  placed into service  during the past 12 months and
due to approximately  214 units being unoccupied due to the casualty at Parktown
Townhouses and therefore not depreciated in 2002. Interest expense for the three
months ended September 30, 2003 decreased due to a decrease in interest on loans
from the Corporate  General Partner  partially offset by the  capitalization  of
construction  period  interest  during 2002. For the nine months ended September
30, 2003, interest and property tax expenses increased due to the capitalization
of the interest and property taxes applicable to Parktown  Townhouses during the
reconstruction period in 2002.

General and administrative expenses for the nine months ended September 30, 2003
decreased due to a decrease in  reimbursements  to the Corporate General Partner
as allowed under the Partnership Agreement.  In addition,  costs associated with
the quarterly and annual  communications  with investors and regulatory agencies
and the annual audit required by the Partnership  Agreement are also included in
general and administrative expenses.

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

Liquidity and Capital Resources

At  September  30,  2003,  the  Partnership  had cash and  cash  equivalents  of
approximately $356,000 compared to approximately $497,000 at September 30, 2002.
Cash and cash equivalents decreased  approximately $5,000 from December 31, 2002
due to approximately  $2,592,000 of cash used in financing  activities partially
offset by  approximately  $2,473,000  and $114,000 of cash provided by operating
and  investing  activities,  respectively.  Cash  used in  financing  activities
consisted   of  payments  of  principal  on  the   mortgages   encumbering   the
Partnership's  properties  and  repayments  of loans  from an  affiliate  of the
Corporate  General Partner partially offset by advances from an affiliate of the
Corporate General Partner.  Cash provided by investing  activities  consisted of
the receipt of insurance proceeds from the Parktown casualty partially offset by
property  improvements  and  replacements  and net  deposits to escrow  accounts
maintained by the mortgage lender.  The Partnership  invests its working capital
reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state,  and local  legal and  regulatory  requirements.  The  Corporate  General
Partner monitors developments in the area of legal and regulatory compliance and
is studying new federal laws,  including  the  Sarbanes-Oxley  Act of 2002.  The
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance,  including  increased  legal and audit  fees.  Capital  improvements
planned for each of the Partnership's properties are detailed below.

Parktown Townhouses

During the nine months ended  September  30,  2003,  the  Partnership  completed
approximately $86,000 of capital improvements at Parktown Townhouses, consisting
primarily of floor  covering and HVAC  replacements,  pool  improvements,  major
landscaping,   plumbing   fixture   upgrades  and  appliance  and  water  heater
replacements.  These  improvements  were  funded  from  operating  cash flow and
insurance proceeds.  The Partnership  evaluates the capital improvement needs of
the property  during the year and  currently  expects to complete an  additional
$23,000 in capital  improvements  during the remainder of 2003.  The  additional
capital  improvements  will consist  primarily of floor  covering and  appliance
replacements,  fencing  additions,  and water  heater  replacements.  Additional
capital improvements may be considered and will depend on the physical condition
of the property as well as the anticipated cash flow generated by the property.

Raintree Apartments

During the nine months ended  September  30,  2003,  the  Partnership  completed
approximately $56,000 of capital improvements at Raintree Apartments, consisting
primarily  of  floor  covering,   appliance,   and  HVAC   replacements.   These
improvements were funded from operating cash flow. The Partnership evaluates the
capital  improvement needs of the property during the year and currently expects
to complete an additional $12,000 in capital  improvements  during the remainder
of 2003. The additional capital improvements will consist primarily of appliance
and  floor  covering  replacements.   Additional  capital  improvements  may  be
considered and will depend on the physical  condition of the property as well as
the anticipated cash flow generated by the property.

Signal Pointe Apartments

During the nine months ended  September  30,  2003,  the  Partnership  completed
approximately  $269,000 of capital  improvements  at Signal  Pointe  Apartments,
consisting  primarily of parking area upgrades,  appliance and air  conditioning
unit  replacements,  structural and electrical  upgrades,  plumbing fixtures and
floor covering replacements.  These improvements were funded from operating cash
flow. The Partnership  evaluates the capital  improvement  needs of the property
during the year and  currently  expects to  complete  an  additional  $10,000 in
capital  improvements  during the  remainder  of 2003.  The  additional  capital
improvements will consist primarily of floor covering,  appliance,  cabinet, and
air  conditioning  unit  replacements.  Additional  capital  improvements may be
considered and will depend on the physical  condition of the property as well as
the anticipated cash flow generated by the property.

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

The  Partnership's  assets are thought to be sufficient  for any near term needs
(exclusive  of  capital  improvements)  of the  Partnership.  The  Partnership's
mortgage  indebtedness  encumbering the Partnership's  investment  properties of
approximately  $18,433,000  is amortized over 240 months with a maturity date of
January 1, 2021, at which time the loans are scheduled to be fully amortized.

No  distributions  were made during the nine months ended September 30, 2003 and
2002.

Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities,   refinancings,   and/or  property  sales.  The  Partnership's  cash
available  for  distribution  is  reviewed on a monthly  basis.  There can be no
assurance that the Partnership  will generate  sufficient  funds from operations
after  required  capital  expenditures  and  repayments  of  advances  from  the
Corporate  General  Partner to permit any  distributions  to its partners in the
year 2003 or subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 19,527.50 limited partnership units
(the "Units") in the Partnership representing 71.01% of the outstanding Units at
September  30,  2003. A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  In this regard, on November
12, 2003, AIMCO Properties,  L.P.,  commenced a tender offer to acquire 7,972.50
Units for a purchase  price of $242.05 per Unit.  Such offer expires on December
11, 2003. Pursuant to the Partnership Agreement,  unitholders holding a majority
of the Units are  entitled to take  action with  respect to a variety of matters
that  include,  but are not  limited  to,  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Corporate General Partner.  As a
result  of its  ownership  of  71.01% of the  outstanding  Units,  AIMCO is in a
position to influence all such voting decisions with respect to the Partnership.
Although the  Corporate  General  Partner owes  fiduciary  duties to the limited
partners of the Partnership,  the Corporate  General Partner also owes fiduciary
duties  to  AIMCO  as its sole  stockholder.  As a  result,  the  duties  of the
Corporate General Partner,  as corporate general partner, to the Partnership and
its limited  partners may come into  conflict  with the duties of the  Corporate
General Partner to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

The financial  statements are prepared in accordance with accounting  principles
generally  accepted in the United States which require the  Partnership  to make
estimates and  assumptions.  The  Partnership  believes that of its  significant
accounting  policies,  the following may involve a higher degree of judgment and
complexity.

Impairment of Long-Lived Assets

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

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

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized  monthly as it is earned and
the Partnership  fully reserves all balances  outstanding  over thirty days. The
Partnership will offer rental concessions during  particularly slow months or in
response to heavy  competition  from other  similar  complexes in the area.  Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.

ITEM 3.     CONTROLS AND PROCEDURES

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

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

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

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

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

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

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
filed an appeal  seeking  to vacate  and/or  reverse  the  order  approving  the
settlement and entering judgment thereto.  The Corporate General Partner intends
to file a respondent's  brief in support of the order  approving  settlement and
entering judgment thereto.

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

On August 8, 2003 AIMCO Properties  L.P., an affiliate of the Corporate  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the Complaint denying the substantive  allegations.  Although the outcome of any
litigation is uncertain,  in the opinion of the  Corporate  General  Partner the
claims will not result in any material liability to the Partnership.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

                  Exhibit 3, Amended and Restated  Certificate  and Agreement of
                  Limited  Partnership  (Exhibit A to the Prospectus included in
                  Registrant's Amendment No. 1 to Registration Statement,  filed
                  February 2, 1981 (File No. 2-69507), is incorporated herein by
                  reference).

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

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

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

            b) Reports on Form 8-K:

                  None filed during the quarter ended September 30, 2003.



<PAGE>


                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                    SHELTER PROPERTIES II


                                    By:   Shelter Realty II Corporation
                                          Corporate General Partner


                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President


                                    By:   /s/Paul J. McAuliffe
                                          Paul J. McAuliffe
                                          Executive Vice President
                                          and Chief Financial Officer


                                    Date: November 12, 2003



<PAGE>


Exhibit 31.1


                                  CERTIFICATION


I, Patrick J. Foye, certify that:


1.    I have reviewed this quarterly report on Form 10-QSB of Shelter Properties
      II;

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

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

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

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

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

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

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

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

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

Date:  November 12, 2003

                                    /s/Patrick J. Foye
                                 Patrick J. Foye
                                    Executive  Vice  President of Shelter Realty
                                    II  Corporation,  equivalent  of  the  chief
                                    executive officer of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


1.    I have reviewed this quarterly report on Form 10-QSB of Shelter Properties
      II;

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

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

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

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

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

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

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

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

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

Date:  November 12, 2003

                                    /s/Paul J. McAuliffe
                                Paul J. McAuliffe
                                    Executive Vice President and Chief Financial
                                    Officer  of Shelter  Realty II  Corporation,
                                    equivalent of the chief financial officer of
                                    the Partnership


<PAGE>


Exhibit 32.1


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



In connection with the Quarterly Report on Form 10-QSB of Shelter  Properties II
(the "Partnership"),  for the quarterly period ended September 30, 2003 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
Patrick  J.  Foye,  as the  equivalent  of the chief  executive  officer  of the
Partnership,  and Paul J.  McAuliffe,  as the equivalent of the chief  financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

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

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


                                           /s/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  November 12, 2003


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  November 12, 2003


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