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 June 30, 2002

[ ]   TRANSITION REPORT UNDER 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)

<PAGE>

                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS




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

                                  June 30, 2002

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 1,449
   Receivables and deposits                                                     3,493
   Restricted escrows                                                             757
   Other assets                                                                   696
   Investment properties:
      Land                                                    $ 1,814
      Buildings and related personal property                   28,917
                                                                30,731
      Less accumulated depreciation                            (18,966)        11,765

                                                                             $ 18,160
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 2,081
   Tenant security deposit liabilities                                            168
   Accrued property taxes                                                         256
   Other liabilities                                                              289
   Due to general partner                                                       5,827
   Mortgage notes payable                                                      19,072

Partners' Deficit
   General partners                                            $ (144)
   Limited partners (27,500 units issued and
      outstanding)                                              (9,389)        (9,533)

                                                                             $ 18,160

                See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>


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

<TABLE>
<CAPTION>

                                      Three Months Ended          Six Months Ended
                                           June 30,                   June 30,
                                       2002          2001         2002         2001
Revenues:
<S>                                  <C>           <C>           <C>          <C>
   Rental income                     $ 1,147       $ 1,520       $ 2,191      $ 3,064
   Other income                          112           101           212          222
       Total revenues                  1,259         1,621         2,403        3,286

Expenses:
   Operating                             641           697         1,304        1,346
   General and administrative             61            43           144          132
   Depreciation                          277           265           493          522
   Interest                              302           360           603          723
   Property taxes                         74           115           164          229
       Total expenses                  1,355         1,480         2,708        2,952

Net  (loss) income                    $ (96)        $ 141        $ (305)       $ 334

Net (loss) income allocated to
   general partners (1%)               $ (1)         $ 1          $ (3)         $ 3
Net (loss) income allocated to
   limited partners (99%)                (95)          140          (302)         331

                                      $ (96)        $ 141        $ (305)       $ 334
Net (loss) income per limited
   partnership unit                  $ (3.45)       $ 5.09       $(10.98)     $ 12.04

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

                See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

                              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, 2001                   27,500         $ (141)     $(9,087)    $(9,228)

Net loss for the six months
   ended June 30, 2002                     --             (3)        (302)       (305)

Partners' deficit at
   June 30, 2002                       27,500         $ (144)     $(9,389)    $(9,533)

                See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

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

                                                                  Six Months Ended
                                                                        June 30,
                                                                  2002        2001
Cash flows from operating activities:
<S>                                                              <C>          <C>
   Net (loss) income                                             $ (305)      $ 334
   Adjustments to reconcile net (loss) income to net cash
     provided by operating activities:
      Depreciation                                                  493          522
      Amortization of discounts and loan costs                       14           13
      Change in accounts:
        Receivables and deposits                                  4,189          523
        Other assets                                               (110)         (52)
        Accounts payable                                         (2,624)         (73)
        Tenant security deposit liabilities                          55           --
        Accrued property taxes                                       (2)         (19)
        Due to affiliate                                            156           --
        Other liabilities                                            46           30
            Net cash provided by operating activities             1,912        1,278

Cash flows from investing activities:
   Property improvements and replacements                        (2,136)        (423)
   Net withdrawals from restricted escrows                        2,631          883
            Net cash provided by investing activities               495          460


Cash flows from financing activities:
   Payments on mortgage notes payable                              (240)        (186)
   Loan cost paid                                                    --          (38)
   Advances from affiliate                                        1,541           --
   Repayment of advances from affiliate                          (2,937)          --
   Distributions to partners                                         --       (1,978)
            Net cash used in financing activities                (1,636)      (2,202)

Net increase (decrease) in cash and cash equivalents                771         (464)

Cash and cash equivalents at beginning of period                    678          949

Cash and cash equivalents at end of period                      $ 1,449       $ 485

Supplemental disclosure of cash flow information:
   Cash paid for interest                                        $ 765        $ 591

Supplemental disclosure of non-cash activity:
   Property improvements and replacements in accounts
     payable                                                     $ 890        $ --

                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, 2002, are not necessarily indicative of the results
that may be expected for the fiscal year ending  December 31, 2002.  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,
2001. 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

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,
                                                          2002             2001
                                                             (in thousands)
     Net cash provided by operating activities           $ 1,912        $ 1,278
       Payments on mortgage notes payable                   (240)          (186)
       Property improvements and replacements             (2,136)          (423)
       Change in restricted escrows, net                   2,631            883
       Repayments to affiliates on advances for
         operations                                         (420)            --
       Advances from affiliates for operations                81             --
       Changes in reserves for net operating
         liabilities                                      (1,710)          (409)
       Additional operating reserves                        (118)        (1,143)

           Net cash from operations                       $ --             $ --

For the six months ended June 30, 2002 and 2001, the Corporate  General  Partner
believed  it to be in  the  best  interest  of the  Partnership  to  reserve  an
additional  $118,000 and $1,143,000,  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.

During the six months ended June 30, 2002 and 2001,  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  $117,000 and
$165,000 for the six months ended June 30, 2002 and 2001, respectively, which is
included in operating expenses.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $525,000 and
$101,000 for the six months ended June 30, 2002 and 2001, respectively, which is
included in operating  and general and  administrative  expenses and  investment
properties.   Included  in  these  amounts  are  fees  related  to  construction
management services provided by an affiliate of the Corporate General Partner of
approximately  $419,000  and $13,000 for the six months  ended June 30, 2002 and
2001,  respectively.  The  construction  management  service fees are calculated
based on a percentage of current year additions to the investment properties. At
June 30, 2002, the Partnership owed  approximately  $52,000 to affiliates of the
Corporate General Partner for accountable administrative expenses.

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,  2002,  the level of  return  to the  limited
partners has not been met.

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 the operations of all of
the Partnership's  investment  properties.  During the six months ended June 30,
2002 the Partnership made principal  payments of approximately  $2,937,000,  and
received new principal advances of approximately $1,541,000. As of June 30, 2002
the indebtedness to the General Partner is approximately  $5,717,000,  including
accrued  interest.  Interest  is  charged  at the prime  rate plus 2%.  Interest
expense for this loan was  approximately  $176,000 for the six months ended June
30, 2002.  The  Corporate  General  Partner is  considering  the remedies it can
pursue, including accelerating repayment of the outstanding loans it has made to
the Partnership to assist in the redevelopment required at Parktown Townhouses.

Beginning in 2001, the  Partnership  began insuring 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 six months ended
June 30, 2002 and 2001, the  Partnership was charged by AIMCO and its affiliates
approximately  $82,000 and $113,000,  respectively,  for insurance  coverage and
fees associated with policy claims administration.

Note D - Casualty

During June 2001,  Parktown  Townhouses incurred extensive damage as a result of
severe flooding which affected certain areas of Texas. The estimated  damages to
the  property  include   approximately   $7,900,000  for  mold  remediation  and
approximately $4,250,000 for reconstruction of the property. It is expected that
a majority of these  costs will be covered by  insurance.  As of June 30,  2002,
approximately  $7,650,000  of mold  remediation  expenses have been incurred and
approximately  $2,700,000 has been spent on reconstruction  of the property.  As
the mold  remediation  costs will be  covered by  insurance,  the  expenses  are
included in receivables and deposits on the accompanying balance sheet which are
net of insurance  proceeds  received  for lost rent.  As the repairs are not yet
complete,  no  casualty  gain or loss  is  being  recognized  at this  time.  In
addition, due to the property being largely physically vacant since August 2001,
interest,  property taxes and certain operating expenses totaling  approximately
$290,000, $134,000 and $73,000,  respectively,  have been capitalized during the
six months ended June 30, 2002.

Note E - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
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  Corporate  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.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Corporate General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its entirety through November 7, 2002 so that the parties can
have an opportunity to discuss settlement.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Corporate  General Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the complaint. The parties are currently in the midst of briefing that appeal.

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

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

<PAGE>

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

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

The Partnership's  investment  properties consist of three apartment  complexes.
The following table sets forth the average  occupancy of the properties for each
of the six months ended June 30, 2002 and 2001:

                                                             Average
                                                            Occupancy
       Property                                        2002          2001
       Parktown Townhouses (1)
          Deer Park, Texas                             31%            92%
       Raintree Apartments
          Anderson, South Carolina                     92%            94%
       Signal Pointe Apartments
          Winter Park, Florida                         93%            91%

(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.  At June 30, 2002,  215
         units of the 309  units  were  available  for  rent,  of which 172 were
         occupied.  It is expected  that a majority of the damage  costs will be
         covered by  insurance.  The  Corporate  General  Partner  is  currently
         redeveloping the property.

Results of Operations

The  Partnership  realized a net loss for the six months  ended June 30, 2002 of
approximately  $305,000 compared to net income of approximately $334,000 for the
corresponding  period in 2001.  For the three  months  ended  June 30,  2002 the
Partnership realized a net loss of approximately  $96,000 compared to net income
of approximately  $141,000 for the corresponding period in 2001. The decrease in
net income for the three and six months ended June 30, 2002 is due to a decrease
in total  revenues  partially  offset by a  decrease  in total  expenses.  Total
revenues  decreased due to a decrease in rental and other income.  Rental income
decreased  primarily  due to a decrease in occupancy as a result of flood damage
at  Parktown  Townhouses  and a decrease  in average  rental  rates and  average
occupancy at Raintree Apartments.

Total  expenses  for the three and six  months  ended  June 30,  2002  decreased
primarily  due to a decrease in  operating,  interest  and property tax expense.
Operating  expenses  decreased  due to a decrease in  maintenance  expenses  and
management  fees  partially  offset  by  an  increase  in  insurance   expenses.
Maintenance   expenses   decreased   primarily  due  to  the  capitalization  of
construction  period  operating  costs at Parktown  Townhouses and a decrease in
interior contract painting at Parktown  Townhouses and Signal Pointe Apartments.
Management fees decreased due to a decrease in rental income. Insurance expenses
increased due to an increase in insurance  premiums at all properties.  Interest
expense and  property tax expense  decreased  due to the  capitalization  of the
interest and taxes applicable to Parktown during the reconstruction period.

Included in general and administrative  expense during the six months ended June
30, 2002 and 2001 are management reimbursements to the Corporate General Partner
as allowed under the Partnership Agreement.  In addition,  costs associated with
the quarterly and annual  communications  with investors and regulatory agencies
and the annual audit required by the Partnership  Agreement are also included in
general and administrative expenses.

As part of the ongoing  business plan of the 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, 2002, the Partnership had cash and cash equivalents of approximately
$1,449,000  compared to  approximately  $485,000 at June 30, 2001. Cash and cash
equivalents  increased  approximately  $771,000 from the Partnership's  calendar
year  end  due  to  approximately  $1,912,000  of  cash  provided  by  operating
activities and approximately  $495,000 of cash provided by investing  activities
offset by approximately  $1,636,000 of cash used in financing  activities.  Cash
used in financing  activities  consisted  of payments of  principal  made on the
mortgages  encumbering the Registrant's  properties and repayments of loans from
an affiliate of the Corporate  General Partner  slightly offset by advances from
an  affiliate  of the  Corporate  General  Partner.  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 2002,  the  Partnership  has  budgeted  approximately  $676,000  for capital
improvements  excluding  unbudgeted  flood  damage  repairs  that are covered by
insurance, at Parktown Townhouses,  consisting primarily of electrical upgrades,
parking lot resurfacing, structural improvements, appliance replacements and air
conditioning  replacements.  During the six  months  ended  June 30,  2002,  the
Partnership  completed  approximately  $1,211,000  of  budgeted  and  unbudgeted
capital  improvements,  consisting primarily of appliance  replacements,  office
computers,  parking lot improvements,  plumbing fixtures, furniture and fixtures
and land  improvements.  These improvements were funded from operating cash flow
and advances  from an affiliate of the  Corporate  General  Partner.  Additional
capital improvements may be considered and will depend on the physical condition
of the property as well as the  anticipated  cash flow generated by the property
and replacement reserves.

Raintree Apartments

For 2002,  the  Partnership  has  budgeted  approximately  $114,000  for capital
improvements at Raintree Apartments,  consisting primarily of water submetering,
structural improvements, floor covering and air conditioning replacement. During
the six months  ended June 30, 2002,  the  Partnership  completed  approximately
$95,000  of  capital  improvements,   consisting  primarily  of  floor  covering
replacements, water submetering, and structural improvements. These improvements
were funded from operating cash flow.  Additional  capital  improvements  may be
considered and will depend on the physical  condition of the property as well as
the anticipated cash flow generated by the property.

Signal Pointe Apartments

For 2002,  the  Partnership  has  budgeted  approximately  $121,000  for capital
improvements at Signal Pointe Apartments, consisting primarily of floor covering
replacements and air conditioning unit replacements. During the six months ended
June 30,  2002,  the  Partnership  completed  approximately  $64,000  of capital
improvements,  consisting  primarily  of  floor  covering,  appliance,  and HVAC
replacements.   These   improvements  were  funded  from  operating  cash  flow.
Additional  capital  improvements  may be  considered  and  will  depend  on the
physical  condition  of the  property  as  well  as the  anticipated  cash  flow
generated by the property and replacement reserves.

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  $19,072,000  matures on November 1, 2021 and is
amortized over 240 months with no required balloon payments at maturity.

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2002 and 2001 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                      Six Months      Per Limited       Six Months      Per Limited
                        Ended         Partnership         Ended         Partnership
                    June 30, 2002         Unit        June 30, 2001         Unit

<S>                      <C>              <C>             <C>              <C>
Operations               $ --             $ --            $1,978           $71.20
</TABLE>

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 cash available
for  distribution  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 and repayment of advances from an affiliate
from the Corporate  General Partner to permit any  distributions to its partners
for the remainder of 2002 or subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 19,231.50 limited partnership units
in the  Partnership  representing  69.93% of the  outstanding  units at June 30,
2002. 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 of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  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 voting on certain amendments to the Partnership  Agreement and voting to
remove the Corporate General Partner.  As a result of its ownership of 69.93% of
the  outstanding  units,  AIMCO is in a  position  to  control  all such  voting
decisions with respect to the Registrant. Although the Corporate General Partner
owes fiduciary duties to the limited partners of the Partnership,  the Corporate
General Partner also owed fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the Corporate  General  Partner,  as corporate  general
partner,  to the  Partnerships  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  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 an impairment in the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized monthly as it is earned. The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.



<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
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  Corporate  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.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Corporate General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its entirety through November 7, 2002 so that the parties can
have an opportunity to discuss settlement.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Corporate  General Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the complaint. The parties are currently in the midst of briefing that appeal.

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

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

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

                  Exhibit 99,  Certification  of Chief  Executive  Officer and
                  Chief Financial Officer.

            b)    Reports on Form 8-K filed  during the  quarter  ended June 30,
                  2002:

                  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/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: August 14, 2002


<PAGE>


Exhibit 99


                          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 June 30,
2002 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the  "Report"),  Patrick  J. Foye,  as the  equivalent  of the Chief  Executive
Officer of the  Partnership,  and Paul J.  McAuliffe,  as the  equivalent of the
Chief Financial Officer of the Partnership,  each hereby certifies,  pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:

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

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


                                    /s/  Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  August 14, 2002


                                    /s/  Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  August 14, 2002


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