FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        Quarterly or Transitional Report

                      U.S. 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 March 31, 2000

[ ] 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 small business issuer 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)

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

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)

                              SHELTER PROPERTIES II

                                  BALANCE SHEET

                                   (Unaudited)

                          (in thousands, except unit data)

                                 March 31, 2000
<TABLE>
<CAPTION>

Assets

<S>                                                                         <C>
   Cash and cash equivalents                                                $  1,425
   Receivables and deposits                                                      183
   Restricted escrows                                                            677
   Other assets                                                                  199
   Investment properties:
      Land                                                    $  1,814
      Buildings and related personal property                   25,073
                                                                26,887

      Less accumulated depreciation                            (18,207)        8,680

                                                                            $ 11,164

Liabilities and Partners' (Deficit) Capital
Liabilities

   Accounts payable                                                           $   52
   Tenant security deposit liabilities                                           149
   Accrued property taxes                                                        112
   Other liabilities                                                             330
   Mortgage notes payable                                                      8,037

Partners' (Deficit) Capital

   General partners                                            $  (124)
   Limited partners (27,500 units issued and
      outstanding)                                               2,608         2,484

                                                                            $ 11,164
</TABLE>

                   See Accompanying Notes to Financial Statements

<PAGE>

b)

                              SHELTER PROPERTIES II

                            STATEMENTS OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)



                                                           Three Months Ended
                                                               March 31,
                                                         2000             1999
Revenues:
   Rental income                                        $1,501           $1,423
   Other income                                             63               64
      Total revenues                                     1,564            1,487

Expenses:
   Operating                                               623              622
   General and administrative                               53               53
   Depreciation                                            323              256
   Interest                                                155              191
   Property taxes                                          109              109
      Total expenses                                     1,263            1,231

Net income                                               $ 301           $  256

Net income allocated to general partners (1%)             $  3             $  3

Net income allocated to limited partners (99%)             298              253

                                                         $ 301           $ 256

Net income per limited partnership unit                 $10.84           $9.20

                   See Accompanying Notes to Financial Statements

<PAGE>

c)

                               SHELTER PROPERTIES II
                STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                                   (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) capital at
   December 31, 1999                    27,500        $ (127)     $ 2,310    $ 2,183

Net income for the three months
   ended March 31, 2000                     --             3          298        301

Partners' (deficit) capital at
   March 31, 2000                       27,500        $ (124)     $ 2,608    $ 2,484
</TABLE>

                   See Accompanying Notes to Financial Statements

<PAGE>

d)

                              SHELTER PROPERTIES II

                            STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                 (in thousands)

<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                       March 31,

                                                                  2000         1999
Cash flows from operating activities:
<S>                                                              <C>           <C>
   Net income                                                    $  301        $ 256
   Adjustments to reconcile net income to net
     cash provided by operating activities:
        Depreciation                                                323          256
        Amortization of discounts and loan costs                     24           22
        Change in accounts:
            Receivables and deposits                                186           71
            Other assets                                            (37)         (51)
            Accounts payable                                        (86)         (42)
            Tenant security deposit liabilities                      (1)           9
            Accrued property taxes                                  (83)        (124)
            Other liabilities                                      (112)          15

               Net cash provided by operating activities            515          412

Cash flows from investing activities:

   Property improvements and replacements                           (46)        (129)
   Net (deposits to) withdrawals from restricted escrows           (292)          20

               Net cash used in investing activities               (338)        (109)

Cash flows used in financing activities:

   Payments on mortgage notes payable                               (79)         (69)

Net increase in cash and cash equivalents                            98          234

Cash and cash equivalents at beginning of period                  1,327          576

Cash and cash equivalents at end of period                      $ 1,425       $  810

Supplemental disclosure of cash flow information:

   Cash paid for interest                                        $  158        $ 169
</TABLE>

                   See Accompanying Notes to Financial Statements

<PAGE>

e)

                              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 month
period ended March 31, 2000, are not necessarily  indicative of the results that
may be expected  for the fiscal  year  ending  December  31,  2000.  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,
1999.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment  Investment and Management Company  ("AIMCO"),  a publicly
traded real estate investment trust, with AIMCO being the surviving  corporation
(the "Insignia Merger").  As a result, AIMCO acquired 100% ownership interest in
the Corporate  General Partner.  The Corporate  General Partner does not believe
that this  transaction has had or will have a material effect on the affairs and
operations of the Partnership.

Note C - Reconciliation of Cash Flows

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

<TABLE>
<CAPTION>

                                                           Three Months Ended
                                                                March 31,
                                                           2000              1999
                                                             (in thousands)
<S>                                                       <C>               <C>
     Net cash provided by operating activities            $  515            $ 412
        Payments on mortgage notes payable                   (79)             (69)
        Property improvements and replacements               (46)            (129)
        Change in restricted escrows, net                   (292)              20
        Changes in reserves for net operating
           liabilities                                       133              122
        Additional operating reserves                       (231)            (356)

           Net cash from operations                       $   --             $ --
</TABLE>

<PAGE>

For the three  months  ended  March 31,  2000 and 1999,  the  Corporate  General
Partner  believed it to be in the best interest of the Partnership to reserve an
additional  $231,000  and  $356,000,  respectively  to fund  continuing  capital
improvement needs in order for the properties to remain competitive.

Note D - 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.  Balances  and  other
transactions  with  affiliates  of the Corporate  General  Partner for the three
months ended March 31, 2000 and 1999 are as follows:

                                                          2000       1999
                                                          (in thousands)
Property management fees (included in
  operating expenses)                                     $ 78       $ 76
Reimbursement for services of affiliates
  (included in investment properties,
  general and administrative expense and
  operating expense)                                        32         28
Due to general partners                                     58         58

During  the three  months  ended  March 31,  2000 and  1999,  affiliates  of the
Corporate General Partner were entitled to receive 5% of gross receipts from all
of the Registrant's properties as compensation for providing property management
services.  The  Registrant  paid to such  affiliates  approximately  $78,000 and
$76,000 for the three months ended March 31, 2000 and 1999, respectively.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $32,000 and
$28,000 for the three months ended March 31, 2000 and 1999, respectively.

During 1983, a liability  of  approximately  $58,000 was incurred to the general
partners for sales commissions  earned.  Pursuant to the Partnership  Agreement,
this liability cannot be paid until certain levels of return are received by the
limited  partners.  As of March 31,  2000,  the  level of return to the  limited
partners has not been met.

On September 26, 1997, an affiliate of the Corporate  General Partner  purchased
Lehman Brothers' Class "D" subordinated bonds of SASCO 1992-M1.  These bonds are
secured  by 55  multi-family  apartment  mortgage  loan  pairs  held  in  Trust,
including Parktown Townhouses, Raintree Apartments, and Signal Pointe Apartments
owned by the Partnership.

AIMCO and its affiliates  currently own 16,524 limited  partnership units in the
Partnership  representing  60.087% of the  outstanding  units. 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 make one or more  additional
offers to acquire  additional limited  partnership  interests in the Partnership
for cash or in exchange for units in the operating  partnership of AIMCO.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters. As a result of its
ownership  of  60.087%  of the  outstanding  units,  AIMCO is in a  position  to
influence all voting  decisions with respect to the  Registrant.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable  to the interest of the  Corporate  General  Partner  because of their
affiliation with the Corporate General Partner.

Note E - Segment Reporting

The Partnership has one reportable segment:  residential properties,  consisting
of three apartment  complexes one located in each of Texas, South Carolina,  and
Florida.  The  Partnership  rents  apartment units to tenants for terms that are
typically twelve months or less.

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation.  The accounting policies of the reportable segment are the same as
those described in the  Partnership's  Annual Report on Form 10-KSB for the year
ended December 31, 1999.

The  Partnership's  reportable  segment  consists of investment  properties that
offer similar products and services.  Although each of the investment properties
is  managed  separately,  they have been  aggregated  into one  segment  as they
provide services with similar types of products and customers.

Segment information for the three month periods ended March 31, 2000 and 1999 is
shown  in  the  tables  below  (in  thousands).   The  "Other"  column  includes
Partnership administration related items and income and expense not allocated to
the reportable segment.

                 2000                   Residential       Other      Totals

Rental income                             $ 1,501         $  --     $ 1,501
Other income                                   62             1          63
Interest expense                              155            --         155
Depreciation                                  323            --         323
General and administrative expense             --            53          53
Segment profit (loss)                         353           (52)        301
Total assets                               11,119            45      11,164
Capital expenditures for investment
  properties                                   46            --          46


                 1999                   Residential       Other      Totals

Rental income                             $ 1,423         $  --     $ 1,423
Other income                                   61             3          64
Interest expense                              191            --         191
Depreciation                                  256            --         256
General and administrative expense             --            53          53
Segment profit (loss)                         306           (50)        256
Total assets                               10,177           257      10,434
Capital expenditures for investment
  properties                                  129            --         129

Note F - 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. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the Partnership,  the Corporate  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Note B - Transfer  of  Control").  The  plaintiffs  seek  monetary  damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Corporate  General  Partner filed a motion  seeking  dismissal of the
action.  In lieu of  responding  to the  motion,  the  plaintiffs  have filed an
amended complaint.  The Corporate General Partner filed demurrers to the amended
complaint which were heard February 1999.  Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed and
filed a  Stipulation  of  Settlement,  settling  claims,  subject to final court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999.  Preliminary  approval of the  settlement  was  obtained on
November 3, 1999 from the Superior Court of the State of  California,  County of
San Mateo, at which time the Court set a final approval hearing for December 10,
1999.  Prior to the  December  10,  1999  hearing  the  Court  received  various
objections to the settlement,  including a challenge to the Court's  preliminary
approval based upon the alleged lack of authority of class  plaintiffs'  counsel
to enter the settlement. On December 14, 1999, the Corporate General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to  disqualify  some of the  plaintiffs'  counsel  in the  action.  The
Corporate  General Partner does not anticipate  that costs  associated with this
case will be material to the Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

<PAGE>

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

The  matters  discussed  in this Form  10-QSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-QSB  and the  other  filings  with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussion of the  Registrant's  business and results of  operations,  including
forward-looking  statements  pertaining  to such  matters,  does not  take  into
account the effects of any changes to the  Registrant's  business and results of
operations.  Accordingly,  actual  results  could differ  materially  from those
projected in the forward-looking  statements as a result of a number of factors,
including those identified herein.

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 three months ended March 31, 2000 and 1999:

                                                            Average
                                                           Occupancy

       Property                                        2000          1999

       Parktown Townhouses
          Deer Park, Texas                             94%            95%

       Raintree Apartments
          Anderson, South Carolina                     96%            96%

       Signal Pointe Apartments
          Winter Park, Florida                         94%            95%

Results of Operations

The Partnership realized net income for the three months ended March 31, 2000 of
approximately  $301,000 compared to approximately $256,000 for the corresponding
period in 1999.  The  increase  in net  income was due to an  increase  in total
revenues  partially  offset by an increase  in total  expenses.  Total  revenues
increased due to increased rental income.  Rental income increased primarily due
to  increased  average  rental  rates  at all of the  Partnership's  properties.
Partially  offsetting the increases in average rental rates for the three months
ended March 31, 2000 was a slight  decrease in occupancy at Parktown  Townhouses
and Signal Pointe Apartments.

Total expenses  increased  primarily due to an increase in depreciation  expense
partially  offset  by a  decrease  in  interest  expense.  Depreciation  expense
increased due to property  improvements  and  replacements  completed during the
past twelve months that are now being  depreciated.  Interest expense  decreased
due  to a  decrease  in the  average  outstanding  debt  balances.  General  and
administrative expense remained stable over the comparable periods.  Included in
general  and  administrative  expenses  at both  March 31,  2000 and  1999,  are
reimbursements  to the Corporate  General  Partner 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.

As part of the ongoing  business plan of the Registrant,  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, 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 guarantee that the Corporate  General Partner will be able to sustain such
a plan.

Liquidity and Capital Resources

At  March  31,  2000,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $1,425,000 compared to approximately  $810,000 at March 31, 1999.
Cash and cash equivalents increased approximately $98,000 from the Partnership's
previous  year ended  December  31, 1999.  The decrease is due to  approximately
$338,000 of cash used in investing activities and approximately  $79,000 of cash
used in financing activities which was offset by approximately  $515,000 of cash
provided by operating activities. Cash used in investing activities consisted of
deposits to escrow  accounts  maintained  by the  mortgage  lender and  property
improvements and replacements.  Cash used in financing  activities  consisted of
payments  of  principal  made  on the  mortgages  encumbering  the  Registrant's
properties.

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 Registrant and to comply with Federal,
state, local legal and regulatory requirements. Capital improvements planned for
each of the Registrant's properties are detailed below.

Parktown Townhouses

For 2000,  the  Partnership  has  budgeted  approximately  $113,000  for capital
improvements  at  Parktown   Townhouses,   consisting  primarily  of  structural
improvements, floor covering replacements,  appliance replacements and HVAC unit
replacements.  During the three  months ended March 31,  2000,  the  Partnership
completed approximately $28,000 of capital improvements, consisting primarily of
flooring  covering  replacements and office equipment.  These  improvements were
funded from operating cash flow.

Raintree Apartments

For 2000,  the  Partnership  has  budgeted  approximately  $73,000  for  capital
improvements at Raintree Apartments,  consisting primarily of major landscaping,
floor covering replacements and roof replacements. During the three months ended
March 31,  2000,  the  Partnership  completed  approximately  $11,000 of capital
improvements,  consisting primarily of flooring covering replacements,  swimming
pool  enhancements and appliance  replacements.  These  improvements were funded
from operating cash flow.

Signal Pointe Apartments

For 2000,  the  Partnership  has  budgeted  approximately  $119,000  for capital
improvements at Signal Pointe Apartments, consisting primarily of floor covering
replacements,  appliance  replacements  and HVAC unit  replacements.  During the
three months  ended March 31,  2000,  the  Partnership  completed  approximately
$7,000 of  capital  improvements,  consisting  primarily  of  flooring  covering
replacements and appliance  replacements.  These  improvements  were funded from
operating cash flow.

<PAGE>

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 Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.

The  Registrant's  current assets are thought to be sufficient for any near term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness of approximately $8,037,000, net of discount, is amortized over 257
months  with  required  balloon  payments  of  approximately  $7,370,000  due on
November 15, 2002. The Corporate  General Partner will attempt to refinance such
indebtedness  and/or sell the  properties  prior to such  maturity  date. If the
properties cannot be refinanced or sold for a sufficient  amount, the Registrant
may risk losing such properties through foreclosure.

There were no  distributions  during the three  months  ended  March 31, 2000 or
1999. 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 Registrant's distribution
policy is reviewed on a semi-annual  basis.  Distributions  may 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 in an amount
equal to a minimum of $400 and a maximum of $1,000 per  apartment  unit for each
respective  property  for a total of  approximately  $341,000 to  $853,000.  The
reserve account balance at March 31, 2000 was approximately $654,000.  There can
be no assurance,  however,  that the Partnership will generate  sufficient funds
from operations after required capital  expenditures to permit any distributions
to its partners in the remainder of 2000 or subsequent periods.

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEDINGS

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. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the Partnership,  the Corporate  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Part I - Financial Information, Item 1. Financial Statements, Note B - Transfer
of  Control").  The  plaintiffs  seek  monetary  damages and  equitable  relief,
including  judicial  dissolution  of the  Partnership.  On June  25,  1998,  the
Corporate  General  Partner filed a motion seeking  dismissal of the action.  In
lieu  of  responding  to the  motion,  the  plaintiffs  have  filed  an  amended
complaint.  The  Corporate  General  Partner  filed  demurrers  to  the  amended
complaint which were heard February 1999.  Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed and
filed a  Stipulation  of  Settlement,  settling  claims,  subject to final court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999.  Preliminary  approval of the  settlement  was  obtained on
November 3, 1999 from the Superior Court of the State of  California,  County of
San Mateo, at which time the Court set a final approval hearing for December 10,
1999.  Prior to the  December  10,  1999  hearing  the  Court  received  various
objections to the settlement,  including a challenge to the Court's  preliminary
approval based upon the alleged lack of authority of class  plaintiffs'  counsel
to enter the settlement. On December 14, 1999, the Corporate General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to  disqualify  some of the  plaintiffs'  counsel  in the  action.  The
Corporate  General Partner does not anticipate  that costs  associated with this
case will be material to the Partnership's overall operations.

ITEM 6.     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  during the  quarter  ended  March 31,
               2000:

               None.

<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/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President and
                                          Controller

                                    Date: