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

                                   Form 10-QSB

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

                For the quarterly period ended March 31, 2005

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


             For the transition period from _________to _________

                         Commission file number 0-10256


                              SHELTER PROPERTIES II
        (Exact name of small business issuer 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 (i) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the  registrant  was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
Yes  X   No ___


                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS


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

                                 March 31, 2005

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 213
   Receivables and deposits                                                      297
   Restricted escrows                                                             26
   Other assets                                                                  627
   Investment properties:
      Land                                                    $ 1,630
      Buildings and related personal property                   28,428
                                                                30,058
      Less accumulated depreciation                            (18,230)       11,828

                                                                            $ 12,991
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 16
   Tenant security deposit liabilities                                           116
   Accrued property taxes                                                        109
   Other liabilities                                                             368
   Due to affiliates (Note C)                                                    979
   Mortgage notes payable                                                     14,862

Partners' Deficit
   General partners                                             $ (84)
   Limited partners (27,500 units issued and
      outstanding)                                              (3,375)       (3,459)

                                                                            $ 12,991


                See Accompanying Notes to Financial Statements
</TABLE>


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


<TABLE>
<CAPTION>

                                                               Three Months Ended
                                                                    March 31,
                                                              2005             2004
Revenues:
<S>                                                          <C>             <C>
  Rental income                                              $ 1,300         $ 1,104
  Other income                                                   127             158
      Total revenues                                           1,427           1,262

Expenses:
  Operating                                                      392             565
  General and administrative                                      42              54
  Depreciation                                                   277             270
  Interest                                                       289             288
  Property tax                                                   109             102
      Total expenses                                           1,109           1,279

Net income (loss)                                             $ 318           $ (17)

Net income (loss) allocated to general partner (1%)            $ 3             $ --
Net income (loss) allocated to limited partners (99%)            315             (17)

                                                              $ 318           $ (17)

Net income (loss) per limited partnership unit               $ 11.45         $ (0.62)

                See Accompanying Notes to Financial Statements
</TABLE>


                              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, 2004                     27,500        $ (87)      $(3,690)     $(3,777)

Net income for the three months
  ended March 31, 2005                      --             3          315         318

Partners' deficit at
  March 31, 2005                        27,500        $ (84)      $(3,375)    $(3,459)


                See Accompanying Notes to Financial Statements
</TABLE>


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

                                                                  Three Months Ended
                                                                       March 31,
                                                                   2005         2004
Cash flows from operating activities:
<S>                                                               <C>          <C>
  Net income (loss)                                               $ 318        $ (17)
  Adjustments to reconcile net income (loss) to net cash
   provided by (used in) operating activities:
     Depreciation                                                    277          270
     Amortization of loan costs                                        6            6
     Casualty loss                                                    39           --
     Change in accounts:
      Receivables and deposits                                       (15)          57
      Other assets                                                   (69)        (167)
      Accounts payable                                               (29)          62
      Tenant security deposit liabilities                             (3)         (18)
      Accrued property taxes                                        (139)        (138)
      Due to affiliates                                               18          (46)
      Other liabilities                                             (234)        (192)
        Net cash provided by (used in) operating activities          169         (183)

Cash flows from investing activities:
   Property improvements and replacements                           (465)         (48)
   Net withdrawals from restricted escrows                           232           --
        Net cash used in investing activities                       (233)         (48)

Cash flows from financing activities:
   Payments on mortgage notes payable                               (125)        (116)
   Advances from affiliate                                           308           --
   Repayments of advances from affiliate                              --         (749)
        Net cash provided by (used in) financing activities          183         (865)

Net increase (decrease) in cash and cash equivalents                 119       (1,096)

Cash and cash equivalents at beginning of period                      94        1,381

Cash and cash equivalents at end of period                        $ 213        $ 285

Supplemental disclosure of cash flow information:
   Cash paid for interest                                         $ 270        $ 299

Included in property  improvements  and  replacements for the three months ended
March 31, 2005 is approximately $51,000 of improvements,  which were included in
accounts payable at December 31, 2004.

                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 month
period ended March 31, 2005, are not necessarily  indicative of the results that
may be expected  for the fiscal  year  ending  December  31,  2005.  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,
2004. 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 (used in)  operating  activities"  in the  accompanying
statements  of cash  flows 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,
                                                               2005          2004
                                                                 (in thousands)
<S>                                                           <C>           <C>
Net cash provided by (used in) operating activities           $ 169         $ (183)
  Payments on mortgage notes payable                            (125)          (116)
  Property improvements and replacements                        (465)           (48)
  Change in restricted escrows, net                              232             --
  Repayments to affiliates on advances for operations             --           (749)
  Advances from affiliates for operations                        308             --
  Changes in reserves for net operating liabilities              471            442
   Additional reserves                                          (590)            --
      Net cash used in operations                              $ --         $ (654)
</TABLE>

During the three months  ended March 31, 2005,  the  Corporate  General  Partner
reserved  approximately $590,000 to fund capital improvements and repairs at the
Partnership's investment properties.  Distributions made from reserves no longer
considered  necessary by the  Corporate  General  Partner are  considered  to be
additional cash from operations for allocation purposes.

Note C - Transactions with Affiliated Parties

The  Partnership  has no employees and depends 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  receive 5% of gross receipts from
both of the  Partnership's  properties as  compensation  for providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$71,000  and  $69,000  for the  three  months  ended  March  31,  2005 and 2004,
respectively, which is included in operating expenses.

Affiliates   of  the  Corporate   General   Partner   charged  the   Partnership
reimbursement of accountable  administrative expenses amounting to approximately
$83,000  and  $40,000  for the  three  months  ended  March  31,  2005 and 2004,
respectively,  which is  included  in general and  administrative  expenses  and
investment  properties.   The  portion  of  these  reimbursements   included  in
investment properties for the three months ended March 31, 2005 are fees related
to construction  management  services  provided by an affiliate of the Corporate
General Partner of approximately  $52,000.  No such fees were charged during the
three months ended March 31, 2004. The construction  management service fees are
calculated based on a percentage of additions to the investment  properties.  At
March 31, 2005,  the  Partnership  owed  approximately  $40,000 for  accountable
administrative expenses which is included in due to affiliates.

In accordance with the Partnership Agreement,  the Corporate General Partner has
loaned the Partnership funds primarily to assist in the  redevelopment  required
at Parktown  Townhouses due to flood damage as well as operations at both of the
Partnership's  properties.  During the three  months  ended  March 31,  2005 the
Corporate General Partner advanced the Partnership approximately $308,000 to pay
real estate taxes at Parktown  Townhouse and for accounts payable resulting from
the  hurricane  damage to Signal  Pointe  Apartments  in 2004.  During the three
months ended March 31, 2004, the Partnership made principal payments on previous
advances of approximately $749,000. As of March 31, 2005 the indebtedness to the
Corporate General Partner is approximately $834,000, including accrued interest,
which is  included  in due to  affiliates  on the  accompanying  balance  sheet.
Interest on advances is charged at the prime rate plus 2%, or 7.75% at March 31,
2005. Interest expense was approximately $13,000 and $4,000 for the three months
ended March 31, 2005 and 2004, respectively.

During  1983,  a payable to the general  partners of  approximately  $58,000 was
accrued for sales commissions earned. In addition,  during 2003, the Partnership
accrued a sales commission due to the Corporate General Partner of approximately
$47,000 related to the sale of Raintree Apartments.  Pursuant to the Partnership
Agreement,  these liabilities  cannot be paid until certain levels of return are
received by the limited  partners.  As of March 31, 2005, the level of return to
the limited partners has not been met and these obligations were included in due
to affiliates on the accompanying balance sheet.

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 three months ended March 31, 2005,  the
Partnership  was charged by AIMCO and its affiliates  approximately  $48,000 for
hazard insurance coverage and fees associated with policy claims administration.
Additional  charges  will be  incurred by the  Partnership  during 2005 as other
insurance policies renew later in the year. The Partnership was charged by AIMCO
and its  affiliates  approximately  $70,000  for  insurance  coverage  and  fees
associated with policy claims  administration during the year ended December 31,
2004.

Note D - Casualty Event

During  August  and  September  2004,  one  of  the   Partnership's   investment
properties, Signal Pointe Apartments,  incurred damages from Hurricanes Charlie,
Frances and Jeanne. In 2004, the property estimated damages to the building from
Hurricane Charlie of approximately  $193,000. The Partnership received insurance
proceeds of approximately $131,000 and wrote off damaged assets of approximately
$36,000,  which resulted in the recognition of a casualty gain of  approximately
$95,000  during  2004.  During  the  three  months  ended  March 31,  2005,  the
Partnership  revised the  estimated  damages to the  building  to  approximately
$425,000.  As a result,  the  Partnership  wrote off  additional  net  assets of
approximately  $39,000 and recorded a  receivable  of  approximately  $39,000 as
additional  insurance  proceeds  are  expected  to be  received.  No  additional
insurance proceeds were received during the three months ended March 31, 2005.

In addition to building damages,  the Partnership  estimated clean up costs from
Hurricane Charley of approximately $257,000, which were not covered by insurance
proceeds. These costs were accrued at December 31, 2004. During the three months
ended March 31, 2005, the Partnership  obtained  additional details on the costs
to be incurred  and revised the  estimates  for clean up costs to  approximately
$25,000.  As a result,  the  Partnership  reduced the accrual for these costs by
approximately $232,000, which is included in operating expenses. Estimated clean
up costs related to Hurricanes Frances and Jeanne were not revised. At March 31,
2005,  approximately  $35,000 is accrued for clean up costs related to all three
storms.

Note E - Contingencies

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  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  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 28, 2002, the trial court granted  defendants
motion to strike the complaint.

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

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering judgment thereto. On May 4, 2004 the
Objector filed a second appeal  challenging the court's use of a referee and its
order requiring Objector to pay those fees.

On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.
With regard to the settlement and judgment entered thereto, the Court of Appeals
vacated  the trial  court's  order and  remanded  to the trial court for further
findings  on the basis that the "state of the record is  insufficient  to permit
meaningful  appellate  review".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings. The Corporate General Partner and its affiliates
are  currently  scheduled  to file an answer to  Objector's  petition on May 18,
2005.

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.

AIMCO  Properties  L.P.  and NHP  Management  Company,  both  affiliates  of the
Corporate  General  Partner,  are  defendants  in a lawsuit  alleging  that they
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  attempts to bring 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.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call."  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating  maintenance  workers for time that they worked in  responding to a
call  while  "on-call."  The  defendants  have  filed an answer  to the  amended
complaint  denying the substantive  allegations.  Oral argument  relating to the
certification  of the  collective  action  took  place  on May 12,  2005 and the
parties await a ruling from the Court. Although the outcome of any litigation is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Corporate General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
financial condition or results of operations.

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

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions brought by government  agencies,  the presence of hazardous
substances  on a  property  could  result in claims by  private  plaintiffs  for
personal injury,  disease,  disability or other  infirmities.  Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In  connection  with  the  ownership  and  operation  of  its  properties,   the
Partnership could  potentially be liable for environmental  liabilities or costs
associated with its properties.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims related to mold  exposure.  Affiliates of the Corporate  General  Partner
have  implemented a national  policy and procedures to prevent or eliminate mold
from its  properties  and the  Corporate  General  Partner  believes  that these
measures will eliminate,  or at least minimize, the effects that mold could have
on residents.  To date, the  Partnership  has not incurred any material costs or
liabilities  relating to claims of mold  exposure  or to abate mold  conditions.
Because the law regarding  mold is unsettled and subject to change the Corporate
General  Partner  can make no  assurance  that  liabilities  resulting  from the
presence of or exposure to mold will not have a material  adverse  effect on the
Partnership's financial condition or results of operations.

SEC Investigation

The  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission (the "SEC") is conducting a formal investigation  relating to certain
matters.  Although  the staff of the SEC is not limited in the areas that it may
investigate,   AIMCO  believes  the  areas  of  investigation   include  AIMCO's
miscalculated   monthly  net  rental  income  figures  in  third  quarter  2003,
forecasted  guidance,  accounts  payable,  rent  concessions,   vendor  rebates,
capitalization of payroll and certain other costs, and tax credit  transactions.
At the end of the first quarter of 2005, the SEC added certain tender offers for
limited partnership interests as an area of investigation.  AIMCO is cooperating
fully.  AIMCO is not able to predict  when the  investigation  will be resolved.
AIMCO does not believe  that the ultimate  outcome will have a material  adverse
effect  on its  consolidated  financial  condition  or  results  of  operations.
Similarly,  the  Corporate  General  Partner  does not believe that the ultimate
outcome  will have a  material  adverse  effect on the  Partnership's  financial
condition or results of operations.

<PAGE>

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 two apartment complexes. The
following  table sets forth the average  occupancy of the properties for each of
the three months ended March 31, 2005 and 2004:

                                                            Average
                                                           Occupancy
       Property                                        2005          2004

       Parktown Townhouses (1)
          Deer Park, Texas                             88%            75%
       Signal Pointe Apartments
          Winter Park, Florida                         96%            94%

(1)   The Corporate General Partner attributes the increase in average occupancy
      at Parktown Townhouses to a more stable tenant base.

The  Partnership's  financial  results depend upon a number of factors including
the  ability to attract  and  maintain  tenants  at the  investment  properties,
interest  rates on mortgage  loans,  costs  incurred  to operate the  investment
properties,  general  economic  conditions  and weather.  As part of the ongoing
business plan of the  Partnership,  the Corporate  General Partner  monitors the
rental market environment 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.  Further,  a number of factors that
are outside the control of the  Partnership  such as the local economic  climate
and weather can  adversely  or  positively  affect the  Partnership's  financial
results.

Results of Operations

The  Partnership's  net income for the three  months  ended  March 31,  2005 was
approximately  $318,000  compared to net loss of  approximately  $17,000 for the
corresponding  period in 2004.  The  decrease  in net loss for the three  months
ended March 31, 2005 is due to an increase in total  revenues  and a decrease in
total expenses.  The increase in total revenues for the three months ended March
31, 2005 is due to an increase in rental income  partially  offset by a decrease
in  other  income.  Rental  income  increased  due to  increased  occupancy  and
decreased bad debt expense at both of the Partnership's properties and increased
average rental rates at Signal Pointe Apartments.  Other income decreased due to
decreased lease cancellation fees at both of the Partnership's properties.

Total  expenses  decreased  for the three  months  ended March 31, 2005 due to a
decrease in operating expense.  Operating expense decreased due to a decrease in
the  estimated  clean up costs  related to  hurricane  damage  sustained in 2004
partially offset by an increase in property expense.  Property expense increased
due  to  an  increase  in  payroll  and  related  benefits  at  both  investment
properties.

During  August  and  September  2004,  one  of  the   Partnership's   investment
properties, Signal Pointe Apartments,  incurred damages from Hurricanes Charlie,
Frances and Jeanne. In 2004, the property estimated damages to the building from
Hurricane Charlie of approximately  $193,000. The Partnership received insurance
proceeds of approximately $131,000 and wrote off damaged assets of approximately
$36,000,  which resulted in the recognition of a casualty gain of  approximately
$95,000  during  2004.  During  the  three  months  ended  March 31,  2005,  the
Partnership  revised the  estimated  damages to the  building  to  approximately
$425,000.  As a result,  the  Partnership  wrote off  additional  net  assets of
approximately  $39,000 and recorded a  receivable  of  approximately  $39,000 as
additional  insurance  proceeds  are  expected  to be  received.  No  additional
insurance proceeds were received during the three months ended March 31, 2005.

In addition to building damages,  the Partnership  estimated clean up costs from
Hurricane Charley of approximately $257,000, which were not covered by insurance
proceeds. These costs were accrued at December 31, 2004. During the three months
ended March 31, 2005, the Partnership  obtained  additional details on the costs
to be incurred  and revised the  estimates  for clean up costs to  approximately
$25,000.  As a result,  the  Partnership  reduced the accrual for these costs by
approximately $232,000, which is included in operating expenses. Estimated clean
up costs related to Hurricanes Frances and Jeanne were not revised. At March 31,
2005,  approximately  $35,000 is accrued for clean up costs related to all three
storms.

Included in general and administrative  expense for both March 31, 2005 and 2004
are management  reimbursements to the Corporate General Partner as allowed under
the Partnership Agreement. Also included are costs associated with the quarterly
and annual  communications with investors and regulatory agencies and the annual
audit required by the Partnership Agreement.

Liquidity and Capital Resources

At  March  31,  2005,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $213,000  compared to  approximately  $285,000 at March 31, 2004.
Cash and cash  equivalents  increased  approximately  $119,000 from December 31,
2004 due to approximately  $169,000 of cash provided by operating activities and
approximately $183,000 of cash provided by financing activities partially offset
by approximately $233,000 of cash used in investing activities. Cash provided by
financing  activities  consisted of advances  from an affiliate of the Corporate
General  Partner  partially  offset by payments of  principal  on the  mortgages
encumbering  the  Partnership's  properties.  Cash used in investing  activities
consisted of property  improvements  and  replacements  partially  offset by net
withdrawals from restricted escrows. The Partnership invests its working capital
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.
For example,  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.  Capital improvements planned for each of
the Partnership's properties are detailed below.

Parktown Townhouses

The  Partnership  completed  approximately  $32,000 of capital  improvements  at
Parktown  Townhouses  during the three months  ended March 31, 2005,  consisting
primarily of floor covering  replacements.  These  improvements were funded from
operating cash flow. The Partnership regularly evaluates the capital improvement
needs of the property.  While the  Partnership  has no material  commitments for
property improvements and replacements, certain routine capital expenditures are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition of the property as well as the anticipated  cash flow generated by the
property.

Signal Pointe Apartments

The  Partnership  completed  approximately  $382,000 of capital  improvements at
Signal  Pointe  Apartments  during  the  three  months  ended  March  31,  2005,
consisting  primarily of floor covering  replacements and  reconstruction of the
damage  caused by  hurricanes  in 2004.  These  improvements  were  funded  from
operating  cash  flow,   insurance  proceeds  and  replacement   reserves.   The
Partnership  regularly  evaluates the capital improvement needs of the property.
While the Partnership has no material commitments for property  improvements and
replacements,  certain routine capital expenditures and casualty  reconstruction
are  anticipated  during  2005.  Such  capital  expenditures  will depend on the
physical  condition of the property as well as insurance  proceeds,  replacement
reserves and the anticipated cash flow generated by the property.

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

The  Partnership's  assets are thought to be sufficient  for any near term needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness   encumbering  the   Partnership's   properties  of   approximately
$14,862,000  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 three  months  ended March 31, 2005 and
2004. 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, property sales and/or refinancings. 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 advance  repayments to permit any distributions to its
partners in the year 2005 or subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 21,217.5 limited  partnership units
(the "Units") in the Partnership representing 77.15% of the outstanding Units at
March 31, 2005. A number of these Units were acquired  pursuant to tender offers
made by AIMCO or its  affiliates.  It is possible  that AIMCO or its  affiliates
will acquire  additional Units in exchange for cash or a combination of cash and
units in AIMCO  Properties,  L.P., the operating  partnership  of AIMCO,  either
through  private  purchases  or  tender  offers.  Pursuant  to  the  Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Corporate General Partner.  As a result of its ownership of 77.15% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
such voting  decisions with respect to the  Partnership.  Although the Corporate
General  Partner  owes  fiduciary   duties  to  the  limited   partners  of  the
Partnership,  the Corporate  General Partner also owes fiduciary duties to AIMCO
as its sole  stockholder.  As a  result,  the  duties of the  Corporate  General
Partner,  as  corporate  general  partner,  to the  Partnership  and its limited
partners may come into conflict with the duties of the Corporate General Partner
to AIMCO as its sole stockholder.

Critical Accounting Policies and Estimates

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.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  The Partnership  evaluates all
accounts  receivable  from  residents and  establishes  an allowance,  after the
application of security deposits,  for accounts greater than 30 days past due on
current tenants and all receivables due from former tenants.

<PAGE>


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.

<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. (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  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  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 28, 2002, the trial court granted  defendants
motion to strike the complaint.

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

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering judgment thereto. On May 4, 2004 the
Objector filed a second appeal  challenging the court's use of a referee and its
order requiring Objector to pay those fees.

On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.
With regard to the settlement and judgment entered thereto, the Court of Appeals
vacated  the trial  court's  order and  remanded  to the trial court for further
findings  on the basis that the "state of the record is  insufficient  to permit
meaningful  appellate  review".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings. The Corporate General Partner and its affiliates
are  currently  scheduled  to file an answer to  Objector's  petition on May 18,
2005.

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.

AIMCO  Properties  L.P.  and NHP  Management  Company,  both  affiliates  of the
Corporate  General  Partner,  are  defendants  in a lawsuit  alleging  that they
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  attempts to bring 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.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call."  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating  maintenance  workers for time that they worked in  responding to a
call  while  "on-call."  The  defendants  have  filed an answer  to the  amended
complaint  denying the substantive  allegations.  Oral argument  relating to the
certification  of the  collective  action  took  place  on May 12,  2005 and the
parties await a ruling from the Court. Although the outcome of any litigation is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Corporate General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
financial condition or results of operations.

ITEM 5.     OTHER INFORMATION

            None.

ITEM 6.     EXHIBITS

            See Exhibit Index.

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


                                    By:   /s/Stephen B. Waters
                                          Stephen B. Waters
                                          Vice President


                                    Date: May 16, 2005



<PAGE>


                                  EXHIBIT INDEX


Exhibit


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

  3               See Exhibit 4(a)

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

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

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

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

                  *Filed as Exhibit 12(a) to Amendment  No. 1 of  Registration
                  Statement No.  2-69507 of Registrant  filed February 2, 1981
                  and incorporated herein by reference.

   (iii) Contracts related to refinancing of debt:

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

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

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

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

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

   32.1     Certification  of the equivalent of the Chief Executive  Officer and
            Chief  Financial  Officer  Pursuant to 18 U.S.C.  Section  1350,  as
            Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


<PAGE>




Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


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

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

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

4.    The  small  business  issuer'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 small business issuer 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
            small business issuer, 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  small  business   issuer'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 small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer'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 small business  issuer'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 small  business
            issuer's internal control over financial reporting.

Date:  May 16, 2005

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


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

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

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

4.    The  small  business  issuer'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 small business issuer 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
            small business issuer, 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  small  business   issuer'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 small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer'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 small business  issuer'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 small  business
            issuer's internal control over financial reporting.

Date:  May 16, 2005

                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice President 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
Limited  Partnership (the  "Partnership"),  for the quarterly period ended March
31, 2005 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), Martha L. Long, as the equivalent of the Chief Executive Officer
of the  Partnership,  and  Stephen B.  Waters,  as the  equivalent  of the Chief
Financial  Officer of the  Partnership,  each hereby  certifies,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:


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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  May 16, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  May 16, 2005


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.