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 June 30, 2001

[ ] 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)

                                  June 30, 2001

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $   485
   Receivables and deposits                                                      324
   Restricted escrows                                                             25
   Other assets                                                                  661
   Investment properties:
      Land                                                    $ 1,814
      Buildings and related personal property                   26,076
                                                                27,890
      Less accumulated depreciation                            (19,413)        8,477

                                                                            $ 9,972
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 75
   Tenant security deposit liabilities                                           132
   Accrued property taxes                                                        228
   Other liabilities                                                             362
   Mortgage notes payable                                                     19,544

Partners' Deficit
   General partners                                            $ (153)
   Limited partners (27,500 units issued and
      outstanding)                                             (10,216)      (10,369)

                                                                            $ 9,972

                   See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

b)

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


<TABLE>
<CAPTION>

                                      Three Months Ended          Six Months Ended
                                           June 30,                   June 30,
                                       2001          2000         2001         2000
Revenues:
<S>                                  <C>           <C>           <C>          <C>
   Rental income                     $ 1,520       $ 1,507       $ 3,064      $ 3,008
   Other income                          101            92           222          155
       Total revenues                  1,621         1,599         3,286        3,163

Expenses:
   Operating                             697           655         1,346        1,278
   General and administrative             43            67           132          120
   Depreciation                          265           235           522          558
   Interest                              360           197           723          352
   Property taxes                        115           112           229          221
       Total expenses                  1,480         1,266         2,952        2,529

Net income                            $ 141         $ 333         $ 334        $ 634

Net income allocated to
   general partners (1%)               $ 1           $ 3           $ 3          $ 6
Net income allocated to
   limited partners (99%)                140           330           331          628

                                      $ 141         $ 333         $ 334        $ 634
Net income per limited
   partnership unit                   $ 5.09       $ 12.00       $ 12.04      $ 22.84

Distributions per limited
    partnership unit                 $ 16.44       $ 40.87       $ 71.20      $ 40.87

                   See Accompanying Notes to Financial Statements

</TABLE>


<PAGE>

c)

                              SHELTER PROPERTIES II
                    STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (Unaudited)
                        (in thousands, except per 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, 2000                   27,500         $ (136)    $ (8,589)   $ (8,725)

Distributions to partners                  --            (20)      (1,958)     (1,978)

Net income for the six months
   ended June 30, 2001                     --              3          331         334

Partners' deficit at
   June 30, 2001                       27,500         $ (153)    $(10,216)   $(10,369)

                   See Accompanying Notes to Financial Statements
</TABLE>


<PAGE>


d)

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

                                                                  Six Months Ended
                                                                        June 30,
                                                                  2001        2000
Cash flows from operating activities:
<S>                                                              <C>          <C>
   Net income                                                    $ 334        $ 634
   Adjustments to reconcile net income to net
     cash provided by operating activities:
      Depreciation                                                  522          558
      Amortization of discounts and loan costs                       13           61
      Change in accounts:
        Receivables and deposits                                    523          192
        Other assets                                                (52)         (16)
        Accounts payable                                            (73)         (56)
        Tenant security deposit liabilities                          --          (53)
        Accrued property taxes                                      (19)          73
        Other liabilities                                            30         (202)

               Net cash provided by operating activities          1,278        1,191

Cash flows from investing activities:
   Property improvements and replacements                          (423)        (242)
   Net withdrawals from (deposits to) restricted escrows            883         (500)

               Net cash provided by (used in) investing
                  activities                                        460         (742)

Cash flows from financing activities:
   Payments on mortgage notes payable                              (186)        (158)
   Loan cost paid                                                   (38)          --
   Distributions to partners                                     (1,978)      (1,135)

               Net cash used in financing activities             (2,202)      (1,293)

Net decrease in cash and cash equivalents                          (464)        (844)

Cash and cash equivalents at beginning of period                    949        1,327

Cash and cash equivalents at end of period                       $ 485        $ 483

Supplemental disclosure of cash flow information:
   Cash paid for interest                                        $ 591        $ 315

                   See Accompanying Notes to Financial Statements

</TABLE>

<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 and six
month periods ended June 30, 2001, are not necessarily indicative of the results
that may be expected for the fiscal year ending  December 31, 2001.  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,
2000. The Corporate General Partner is a subsidiary of Apartment  Investment and
Management  Company  ("AIMCO").   The  non-corporate   general  partner,   AIMCO
Properties, L.P., is also an affiliate of AIMCO.

Note B - 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
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.

                                                            Six Months Ended
                                                                June 30,
                                                          2001             2000
                                                             (in thousands)
     Net cash provided by operating activities           $ 1,278        $ 1,191
        Payments on mortgage notes payable                  (186)          (158)
        Property improvements and replacements              (423)          (242)
        Change in restricted escrows, net                    883           (500)
        Changes in reserves for net operating
           liabilities                                      (409)            62
        Additional operating reserves                     (1,143)          (353)

           Net cash from operations                       $ --             $ --

For the six months ended June 30, 2001 and 2000, the Corporate  General  Partner
believed  it to be in  the  best  interest  of the  Partnership  to  reserve  an
additional  $1,143,000 and $353,000,  respectively,  to fund continuing  capital
improvement needs 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.  Balances  and  other
transactions with affiliates of the Corporate General Partner for the six months
ended June 30, 2001 and 2000 are as follows:

                                                          2001       2000
                                                          (in thousands)
Property management fees (included in
  operating expenses)                                     $165       $157
Reimbursement for services of affiliates
  (included in investment properties,
  general and administrative expense and
  operating expense)                                       101         66
Due to general partners                                     58         58

During the six months ended June 30, 2001 and 2000,  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  $165,000 and
$157,000 for the six months ended June 30, 2001 and 2000, respectively.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $101,000 and
$66,000 for the six months ended June 30, 2001 and 2000, respectively.

During  1983,  a payable to the general  partners of  approximately  $58,000 was
accrued 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 June 30,  2001,  the level of  return  to the  limited
partners has not been met.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 19,193.50 limited partnership units
in the  Partnership  representing  69.80% of the  outstanding  units at June 30,
2001. 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 limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private purchases or tender offers. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters, which would include,  without limitation,  voting on certain
amendments  to the  Partnership  Agreement  and voting to remove  the  Corporate
General  Partner.  As a result of its  ownership  of  69.80% 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 its affiliation with the Corporate General Partner.

Note D - Distributions

During  the  six  months  ended  June  30,  2001,  the  Partnership  distributed
approximately  $1,978,000 to the partners  (approximately  $1,958,000 to limited
partners or $71.20 per limited partnership unit) from operations. During the six
months  ended  June 30,  2000,  the  Partnership  paid cash  distributions  from
operations of approximately $1,135,000  (approximately $1,124,000 to the limited
partners or $40.87 per limited partnership unit).

Note E - Segment Reporting

Statement of Financial  Accounting Standards ("SFAS") No. 131, "Disclosure about
Segments of an Enterprise and Related Information" established standards for the
way that public business enterprises report information about operating segments
in annual  financial  statements  and  required  that those  enterprises  report
selected  information about operating segments in interim financial reports.  It
also established  standards for related disclosures about products and services,
geographic  areas,  and  major  customers.  As  defined  in SFAS  No.  131,  the
Partnership  has only one  reportable  segment.  The Corporate  General  Partner
believes that  segment-based  disclosures  will not result in a more  meaningful
presentation than the financial statements as currently presented.

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,  its 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,  among other things,  the  acquisition of interests in
certain general partner entities by Insignia Financial Group, Inc.  ("Insignia")
and entities which 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
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  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 court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  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 prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order sustaining defendants' demurrer on certain grounds.  Plaintiffs have until
August  16,  2001 to file a fourth  amended  complaint.  The  Corporate  General
Partner does not anticipate that any costs,  whether legal or settlement  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.

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 six months ended June 30, 2001 and 2000:

                                                            Average
                                                           Occupancy
       Property                                        2001          2000
       Parktown Townhouses (1)
          Deer Park, Texas                             92%            94%
       Raintree Apartments
          Anderson, South Carolina                     94%            95%
       Signal Pointe Apartments (2)
          Winter Park, Florida                         91%            95%

(1)  During June 2001,  Parktown Townhouses was damaged by severe flooding which
     affected certain areas of Texas. The property has incurred extensive damage
     as a result of the flooding  causing 70% of the property to be  unavailable
     for  occupancy.  It is expected that a majority of the damage costs will be
     covered by insurance.  The Corporate General Partner is currently  involved
     in discussions relating to the redevelopment of the property.

(2)  The  Corporate  General  Partner  attributes  the  decrease in occupancy to
     softening of the rental market in the area.

Results of Operations

The  Partnership  realized  net income for the six months ended June 30, 2001 of
approximately  $334,000 compared to approximately $634,000 for the corresponding
period in 2000.  For the three month periods  ended June 30, 2001 and 2000,  the
Partnership  realized  net  income  of  approximately   $141,000  and  $333,000,
respectively. The decrease in net income for the three and six months ended June
30, 2001 is due to an increase in total expenses partially offset by an increase
in total revenues.  Total revenues  increased due to increased rental income and
other income.  Rental income increased primarily due to increased average rental
rates at all of the Partnership's properties,  partially offset by a decrease in
occupancy  at  all of  the  Partnership's  properties.  Other  income  increased
primarily due to increased  interest  income due to higher average cash balances
in interest bearing accounts and increases in tenant reimbursements.

Total expenses for the six months ended June 30, 2001 increased primarily due to
an increase in  operating,  interest  and  general and  administrative  expense.
Operating expense increased for the six months ended June 30, 2001 primarily due
to  increases  in gas utility  bills at Parktown  Townhouses  and  increases  in
employee  compensation  at Raintree  Apartments and Parktown  Townhouses.  These
increases  were partially  offset by a decrease in maintenance  expense due to a
decrease in contract yard and grounds  improvements  and contract  decorating at
all three of the Partnership's properties. Interest expense increased due to the
refinancing of the mortgage notes for all three properties in December 2000.

General and administrative  expenses increased for the six months ended June 30,
2001  primarily  due to an  increase  in the cost of  services  included  in the
management  reimbursements to the Corporate General Partner as allowed under the
Partnership Agreement.  Also included in general and administrative expenses are
costs associated with the quarterly and annual communications with investors and
regulatory agencies and the annual audit required by the Partnership Agreement.

Total expenses for the three months ended June 30, 2001, increased primarily due
to an increase in  operating  and interest  expense,  as  discussed  above,  and
depreciation expense.  Depreciation expense increased for the three months ended
June 30, 2001 due to capital improvements placed into service during this period
and  decreased for the six months ended June 30, 2001 due to the costs of assets
that became fully depreciated in the first and second quarters of 2000 exceeding
the depreciation on the cost of new additions.

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 June 30, 2001, the Partnership had cash and cash equivalents of approximately
$485,000  compared to  approximately  $483,000 at June 30,  2000.  Cash and cash
equivalents  decreased  approximately  $464,000 from the Partnership's  previous
year ended December 31, 2000. The decrease is due to approximately $2,202,000 of
cash used in financing  activities  which was partially  offset by approximately
$1,278,000 of cash provided by operating  activities and approximately  $460,000
of cash  provided by investing  activities.  Cash used in  financing  activities
consisted  of  payments  of  principal  made on the  mortgages  encumbering  the
Registrant's properties, new loan costs, and distributions to the partners. Cash
provided  by  investing  activities  consisted  of net  withdrawals  from escrow
accounts  maintained  by  the  mortgage  lender  partially  offset  by  property
improvements  and  replacements.  The  Partnership  invests it  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 Registrant and to comply with Federal,
state, and local legal and regulatory requirements. Capital improvements planned
for each of the Registrant's properties are detailed below.

Parktown Townhouses

For 2001,  the  Partnership  has  budgeted  approximately  $169,000  for capital
improvements  at  Parktown  Townhouses,  consisting  primarily  of  parking  lot
improvements,  floor covering replacements,  appliance replacements, and laundry
room  enhancements.  During the six months ended June 30, 2001, the  Partnership
completed   approximately   $229,000  of   budgeted   and   unbudgeted   capital
improvements,  consisting  primarily  of  floor  covering  replacements,  office
computers, parking lot improvements, plumbing fixtures, HVAC, major landscaping,
and structural improvements.  These improvements were funded from operating cash
flow.

Raintree Apartments

For 2001,  the  Partnership  has  budgeted  approximately  $104,000  for capital
improvements  at  Raintree   Apartments,   consisting   primarily  of  appliance
replacements,  floor covering replacements,  and club house renovations.  During
the six months  ended June 30, 2001,  the  Partnership  completed  approximately
$57,000 of budgeted and unbudgeted capital improvements, consisting primarily of
floor covering replacements,  cabinet enhancements, and structural improvements.
These improvements were funded from operating cash flow.

Signal Pointe Apartments

For 2001,  the  Partnership  has  budgeted  approximately  $158,000  for capital
improvements at Signal Pointe Apartments, consisting primarily of floor covering
replacements,  appliance replacements and HVAC unit replacements. During the six
months ended June 30, 2001, the Partnership completed  approximately $137,000 of
budgeted and unbudgeted capital  improvements,  consisting primarily of flooring
covering,  appliance,  and HVAC replacements,  structural and other improvements
and major landscaping. These improvements were funded from operating cash flow.

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  $19,544,000 is amortized over 237 months with no
required balloon payment at maturity.

During  the  six  months  ended  June  30,  2001,  the  Partnership  distributed
approximately  $1,978,000 to the partners  (approximately  $1,958,000 to limited
partners or $71.20 per limited partnership unit) from operations. During the six
months  ended  June 30,  2000,  the  Partnership  paid cash  distributions  from
operations of approximately $1,135,000  (approximately $1,124,000 to the limited
partners or $40.87 per limited partnership unit). 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 monthly  basis.
There  can  be  no  assurance,  however,  that  the  Partnership  will  generate
sufficient funds from operations  after required capital  expenditures to permit
any  additional  distributions  to its  partners  in the  remainder  of  2001 or
subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 19,193.50 limited partnership units
in the  Partnership  representing  69.80% of the  outstanding  units at June 30,
2001. 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 limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private purchases or tender offers. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters, which would include,  without limitation,  voting on certain
amendments  to the  Partnership  Agreement  and voting to remove  the  Corporate
General  Partner.  As a result of its  ownership  of  69.80% 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 its affiliation with the Corporate General Partner.



<PAGE>


                           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. 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  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,  among other things,  the  acquisition of interests in
certain general partner entities by Insignia Financial Group, Inc.  ("Insignia")
and entities which 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
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  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 court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  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 prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order sustaining defendants' demurrer on certain grounds.  Plaintiffs have until
August  16,  2001 to file a fourth  amended  complaint.  The  Corporate  General
Partner does not anticipate that any costs,  whether legal or settlement  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:

               None.

            b) Reports on Form 8-K filed during the quarter ended June 30, 2001:

               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: