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 September 30, 2004

[ ]   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 as specified in its charter)



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

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

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


Check  whether the issuer (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)

                               September 30, 2004

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 355
   Receivables and deposits                                                      142
   Restricted escrows                                                            257
   Other assets                                                                  625
   Investment properties:
      Land                                                    $ 1,630
      Buildings and related personal property                   27,446
                                                                29,076
      Less accumulated depreciation                            (17,806)       11,270

                                                                            $ 12,649
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 155
   Tenant security deposit liabilities                                           125
   Accrued property taxes                                                        314
   Other liabilities                                                             341
   Due to affiliates (Note C)                                                    241
   Mortgage notes payable                                                     15,110

Partners' Deficit
   General partners                                             $ (85)
   Limited partners (27,500 units issued and
      outstanding)                                              (3,552)       (3,637)

                                                                            $ 12,649

                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>




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

<TABLE>
<CAPTION>

                                              Three Months Ended        Nine Months Ended
                                                September 30,             September 30,
                                               2004        2003          2004        2003
                                                        (Restated)                (Restated)
 Revenues:
<S>                                          <C>          <C>          <C>          <C>
   Rental income                             $ 1,174      $ 1,609      $ 3,385      $ 4,122
   Other income                                  153          184          466          457
   Casualty (loss) gain (Note D)                 (45)          --          (45)         527
        Total revenues                         1,282        1,793        3,806        5,106

 Expenses:
   Operating                                     776          639        1,957        1,764
   General and administrative                     28           48          138          161
   Depreciation                                  267          264          809          812
   Interest                                      280          308          852          950
   Property taxes                                111           82          318          273
        Total expenses                         1,462        1,341        4,074        3,960
 (Loss) income from continuing
   operations                                   (180)         452         (268)       1,146
 Income (loss) from discontinued
   operations                                     --            1           --          (19)
 Gain on sale of discontinued
   operations                                     20           --           20           --
 Net (loss) income                            $ (160)      $ 453        $ (248)     $ 1,127

 Net (loss) income allocated to
   general partners (1%)                       $ (2)        $ 4          $ (2)       $ 11
 Net (loss) income allocated to
   limited partners (99%)                       (158)         449         (246)       1,116

                                              $ (160)      $ 453        $ (248)     $ 1,127
 Per limited partnership unit:
   (Loss) income from continuing
     operations                              $ (6.48)     $ 16.29      $ (9.68)     $ 41.26
   Income (loss) from discontinued
      operations                                  --         0.04           --        (0.68)
   Gain on sale of discontinued
     operations                                 0.73           --         0.73           --
                                             $ (5.75)     $ 16.33      $ (8.95)     $ 40.58

                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>




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


<TABLE>
<CAPTION>

                                       Limited
                                     Partnership     General      Limited
                                        Units        Partners    Partners      Total

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

Partners' deficit at
  December 31, 2003                     27,500        $ (83)      $(3,306)     $(3,389)

Net loss for the nine months
  ended September 30, 2004                  --            (2)        (246)       (248)

Partners' deficit at
  September 30, 2004                    27,500        $ (85)      $(3,552)    $(3,637)

                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>




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


                                                                 Nine Months Ended
                                                                   September 30,
                                                                     2004     2003
Cash flows used in operating activities:
<S>                                                              <C>         <C>
   Net (loss) income                                             $ (248)     $ 1,127
   Adjustments to reconcile net (loss) income to net cash
     provided by operating activities:
      Depreciation                                                  809          950
      Gain on sale of discontinued operations                       (20)          --
      Casualty (loss) gain                                           45         (527)
      Amortization of loan costs                                     17           21
      Change in accounts:
        Receivables and deposits                                    (20)         961
        Other assets                                                (89)        (143)
        Accounts payable                                             60          (89)
        Tenant security deposit liabilities                         (18)         (12)
        Accrued property taxes                                       74          144
        Due to affiliate                                            (55)          31
        Other liabilities                                           (71)          10
            Net cash provided by operating activities               484        2,473

Cash flows from investing activities:
   Property improvements and replacements                          (416)        (411)
   Insurance proceeds received                                       --          527
   Net deposits to restricted escrows                                --           (2)
            Net cash (used in) provided by investing
              activities                                           (416)         114

Cash flows from financing activities:
   Payments on mortgage notes payable                              (354)        (390)
   Advances from affiliate                                           --           30
   Repayment of advances from affiliate                            (740)      (2,232)
            Net cash used in financing activities                (1,094)      (2,592)

Net decrease in cash and cash equivalents                        (1,026)          (5)

Cash and cash equivalents at beginning of period                  1,381          361
Cash and cash equivalents at end of period                       $ 355        $ 356

Supplemental disclosure of cash flow information:
   Cash paid for interest                                        $ 907       $ 1,201
Supplemental disclosure of non-cash flow information:
   Property improvements and replacements in accounts
     payable                                                      $ 53        $ --

                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>



                              SHELTER PROPERTIES II
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note A - Basis of Presentation

The accompanying  unaudited  financial  statements of Shelter Properties II (the
"Partnership" or  "Registrant")  have been prepared in accordance with generally
accepted  accounting  principles for interim financial  information and with the
instructions  to Form 10-QSB and Item 310 (b) of  Regulation  S-B.  Accordingly,
they do not include all of the information  and footnotes  required by generally
accepted accounting principles for complete financial statements. In the opinion
of  Shelter  Realty  II  Corporation  (the  "Corporate  General  Partner"),  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation  have been included.  Operating results for the three and nine
month periods ended  September 30, 2004, are not  necessarily  indicative of the
results that may be expected for the fiscal year ending  December 31, 2004.  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, 2003.  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.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
the statements of operations  for the three and nine months ended  September 30,
2003 have been  restated to reflect the  operations  of Raintree  Apartments  as
income (loss) from discontinued operations due to its sale in December 2003.

Note B - Reconciliation of Cash Flows

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

<TABLE>
<CAPTION>

                                                           Nine Months Ended
                                                              September 30,
                                                          2004             2003
                                                             (in thousands)
   Net cash provided by operating activities              $ 484           $ 2,473
<S>                                                         <C>              <C>
     Payments on mortgage notes payable                     (354)            (390)
     Property improvements and replacements                 (416)            (411)
     Change in restricted escrows, net                        --               (2)
     Repayments to affiliates on advances for
       operations                                           (740)              --
     Advances from affiliates for operations                  --               30
     Changes in reserves for net operating
       liabilities                                           149             (902)
     Additional reserves for capital
       improvements                                           --             (798)
         Net cash used in operations                     $ (877)           $ --
</TABLE>

For the nine months ended  September  30, 2003,  the Corporate  General  Partner
reserved  approximately $798,000 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 net 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 are entitled to receive 5% of gross
receipts  from the  Partnership's  investment  properties  as  compensation  for
providing property management services.  The Partnership paid to such affiliates
approximately $196,000 and $246,000 for the nine months ended September 30, 2004
and 2003,  respectively,  which is included  in  operating  expenses  and income
(loss) from discontinued operations.

Affiliates of the Corporate General Partner charged reimbursement of accountable
administrative expenses amounting to approximately $105,000 and $113,000 for the
nine months ended September 30, 2004 and 2003,  respectively,  which is included
in general and administrative  expenses and investment  properties.  Included in
these  amounts  are  fees  related  to  construction   management   services  of
approximately $3,000 and $1,000 for the nine months ended September 30, 2004 and
2003,  respectively.  The  construction  management  service fees are calculated
based on a percentage of additions to the  investment  properties.  At September
30,  2004,  the   Partnership   owed   approximately   $24,000  for  accountable
administrative expenses, which is included in due to affiliates.

During  1983,  a payable to the general  partners of  approximately  $58,000 was
accrued for sales  commissions  earned and is included in due to affiliates.  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 September 30, 2004, 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 nine months ended September
30, 2004 and 2003,  the  Partnership  made principal  payments of  approximately
$740,000 and  $2,232,000,  respectively.  During the nine months ended September
30, 2003, the Partnership  received  advances of  approximately  $30,000.  As of
September  30,  2004  the  indebtedness  to the  Corporate  General  Partner  is
approximately  $112,000,  including accrued interest,  and is included in due to
affiliates.  Interest is charged at the prime rate plus 2% or 6.75% at September
30, 2004.  Interest  expense was  approximately  $8,000 and $77,000 for the nine
months ended September 30, 2004 and 2003, respectively.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Corporate  General Partner.  During the nine months ended September 30, 2004 and
2003,  the  Partnership  was charged by AIMCO and its  affiliates  approximately
$73,000 and $85,000,  respectively,  for insurance  coverage and fees associated
with claims administration.

Note D - Casualty

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

In August and September 2004, the Partnership's  investment  property located in
Winter Park, Florida, Signal Pointe Apartments, sustained damage from Hurricanes
Charley,  Frances and Jeanne. At September 30, 2004, total damages are estimated
to be  approximately  $654,000,  which will be  partially  covered by  insurance
proceeds.  During the nine months  ended  September  30, 2004,  the  Partnership
recognized a casualty loss of approximately  $45,000 for the undepreciated value
of the damaged assets in excess of the expected insurance proceeds. Also, during
the nine months ended September 30, 2004, the Partnership accrued  approximately
$98,000 for clean up costs related to the 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 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

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

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23,  2004,  the  Corporate  General  Partner  and its  affiliates  filed a
response  brief in support  of the  settlement  and the  judgment  thereto.  The
plaintiffs  have also  filed a brief in support  of the  settlement.  On June 4,
2004,  Objector filed a reply to the briefs  submitted by the Corporate  General
Partner and  Plaintiffs.  In addition  both the  Objector and  plaintiffs  filed
briefs in  connection  with the second  appeal.  The Court of Appeals heard oral
argument  on both  appeals on  September  22,  2004 and took the  matters  under
submission.

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

On August 8, 2003 AIMCO Properties  L.P., an affiliate of the Corporate  General
Partner,  was served  with a  complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime
for all  hours  worked  in  excess  of forty  per  week.  On  March 5,  2004 the
plaintiffs filed an amended complaint also naming NHP Management Company,  which
is also an affiliate of the Corporate  General Partner.  The complaint is styled
as a Collective  Action under the FLSA and seeks to certify state  subclasses in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The defendants have filed an answer to the amended complaint denying
the  substantive  allegations.  Some  discovery  has taken place and  settlement
negotiations  continue.  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.

As  previously  disclosed,  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.  AIMCO is cooperating  fully. AIMCO is not able to predict
when the matter  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 consolidated 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 nine months ended September 30, 2004 and 2003:

                                                            Average
                                                           Occupancy
       Property                                        2004          2003

       Parktown Townhouses (1)
          Deer Park, Texas                             78%            91%
       Signal Pointe Apartments
          Winter Park, Florida                         93%            95%

(1)   The Corporate General Partner attributes the decrease in average occupancy
      at Parktown Townhouses to increased credit standards for tenants.

The Partnership's  financial results depend on 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 loss for the three and nine months ended  September  30,
2004  was  approximately  $160,000  and  $248,000  compared  to  net  income  of
approximately  $453,000  and  $1,127,000  for the  three and nine  months  ended
September 30, 2003,  respectively.  The decrease in net income for the three and
nine months ended  September 30, 2004 is due to a decrease in total revenues and
an increase in total expenses.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
the statements of operations  for the three and nine months ended  September 30,
2003 have been restated to reflect the operations of Raintree Apartments as loss
from  discontinued  operations  due to its sale in December 2003. The additional
gain on sale of discontinued  operations recognized during the nine months ended
September  30, 2004 was due to the write off of an accrual for  additional  sale
related expenses that was not needed.

Excluding  the  loss  from  discontinued   operations  and  gain  on  sale,  the
Partnership  recognized  a loss  from  continuing  operations  of  approximately
$180,000 and $268,000 for the three and nine months ended September 30, 2004 and
income from continuing  operations of approximately  $452,000 and $1,146,000 for
the three and nine months ended September 30, 2003,  respectively.  The decrease
in  income  from  continuing  operations  for the three  and nine  months  ended
September  30,  2004 is due to a decrease in total  revenues  and an increase in
total  expenses.  Total  revenues for the three months ended  September 30, 2004
decreased  due to decreases in rental and other income.  Total  revenues for the
nine  months  ended  September  30, 2004  decreased  due to a decrease in rental
income and due to the  recognition  of a casualty  gain in 2003.  Rental  income
decreased due to a decrease in occupancy at both  properties  and an increase in
bad debt expense at Parktown  Townhouses  partially  offset by a decrease in bad
debt  expense at Signal  Pointe  Apartments.  Other  income for the three  month
period  decreased due to a decrease in late charges at Signal Pointe  Apartments
and decreases in damage and lease cancellation fees at Parktown Townhouses.

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

Total expenses  increased for the three and nine months ended September 30, 2004
due to  increases in operating  and  property tax expenses  partially  offset by
decreases in general and administrative and interest expenses. Operating expense
increased  due to  increases  in property  and  maintenance  expenses.  Property
expense increased due to increases in payroll and related benefits and utilities
at both investment properties.  Maintenance expense increased due to an increase
in supplies and repairs and contract labor at both investment properties and due
to  estimated  clean up costs  related  to the storm  damage  at  Signal  Pointe
Apartments.  Property tax expense  increased for both periods due to an increase
in the tax rate at Parktown  Townhouses.  Interest  expense  decreased  due to a
decrease in the balance of advances due to affiliates.

General and  administrative  expenses decreased due to a decrease in the cost of
services included in management  reimbursements to the Corporate General Partner
as allowed under the  Partnership  Agreement and a decrease in the expected cost
of  the  annual  audit.   Costs   associated   with  the  quarterly  and  annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement are included in general and administrative
expense for both periods.


<PAGE>



Liquidity and Capital Resources

At  September  30,  2004,  the  Partnership  had cash and  cash  equivalents  of
approximately $355,000 compared to approximately $356,000 at September 30, 2003.
Cash and cash equivalents decreased  approximately  $1,026,000 from December 31,
2003 due to  approximately  $1,094,000 of cash used in financing  activities and
approximately  $416,000 of cash used in investing activities partially offset by
approximately  $484,000 of cash provided by operating  activities.  Cash used in
financing  activities  consisted  of  payments  of  principal  on the  mortgages
encumbering  the  Partnership's  properties  and  repayments of advances from an
affiliate of the Corporate  General Partner.  Cash used in investing  activities
consisted of property improvements and replacements. 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

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately   $260,000  of  capital   improvements  at  Parktown   Townhouses,
consisting  primarily  of  floor  covering  and  appliance  replacements,  major
landscaping,   swimming  pool  upgrades,  and  parking  lot  resurfacing.  These
improvements were funded from operating cash flow. The Partnership evaluates the
capital  improvement needs of the property during the year and currently expects
to complete an additional $16,000 in capital  improvements  during the remainder
of 2004.  Additional  capital  improvements may be considered and will depend on
the  physical  condition of the  property as well as the  anticipated  cash flow
generated by the property.

Signal Pointe Apartments

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately  $209,000 of capital  improvements  at Signal  Pointe  Apartments,
consisting  primarily of air conditioning  unit and floor covering  replacements
and major landscaping.  These improvements were funded from operating cash flow.
The Partnership  evaluates the capital  improvement needs of the property during
the year and  currently  expects to  complete an  additional  $25,000 in capital
improvements during the remainder of 2004.  Additional capital  improvements may
be considered and will depend on the physical  condition of the property as well
as replacement reserves and the anticipated cash flow generated by the property.

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

The  Partnership's  assets are thought to be sufficient  for any near term needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness   encumbering  the   Partnership's   properties  of   approximately
$15,110,000  is  amortized  over 240 months  with a maturity  date of January 1,
2021, at which time the loans are scheduled to be fully amortized.

No  distributions  were made during the nine months ended September 30, 2004 and
2003.

Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities,   refinancings,   and/or  property  sales.  The  Partnership's  cash
available  for  distribution  is  reviewed on a monthly  basis.  There can be no
assurance that the Partnership  will generate  sufficient  funds from operations
after  required  capital  expenditures  and  advance  repayments  to permit  any
distributions to its partners in the year 2004 or subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 20,398 limited  partnership  units
(the "Units") in the Partnership representing 74.17% of the outstanding Units at
September  30,  2004. A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  In this regard, on November
5, 2004, AIMCO Properties, L.P. made a tender off to purchase any and all of the
Units not owned by affiliates of AIMCO for a purchase price of $238.25 per Unit.
The tender off  expires on December 7, 2004,  unless  extended.  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 74.17%
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.

<PAGE>

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

Revenue Recognition

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

ITEM 3.     CONTROLS AND PROCEDURES

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

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

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

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

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23,  2004,  the  Corporate  General  Partner  and its  affiliates  filed a
response  brief in support  of the  settlement  and the  judgment  thereto.  The
plaintiffs  have also  filed a brief in support  of the  settlement.  On June 4,
2004,  Objector filed a reply to the briefs  submitted by the Corporate  General
Partner and  Plaintiffs.  In addition  both the  Objector and  plaintiffs  filed
briefs in  connection  with the second  appeal.  The Court of Appeals heard oral
argument  on both  appeals on  September  22,  2004 and took the  matters  under
submission.

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

On August 8, 2003 AIMCO Properties  L.P., an affiliate of the Corporate  General
Partner,  was served  with a  complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime
for all  hours  worked  in  excess  of forty  per  week.  On  March 5,  2004 the
plaintiffs filed an amended complaint also naming NHP Management Company,  which
is also an affiliate of the Corporate  General Partner.  The complaint is styled
as a Collective  Action under the FLSA and seeks to certify state  subclasses in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The defendants have filed an answer to the amended complaint denying
the  substantive  allegations.  Some  discovery  has taken place and  settlement
negotiations  continue.  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 6.     EXHIBITS

            See Exhibit Index attached.

<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: November 12, 2004

<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.*


                  (d)   First  Amendment to Purchase and Sale  Contract  between
                        Registrant and Sealy  Management  Company,  Inc.,  dated
                        November  24,  2003,  filed as an exhibit to the Current
                        Report on Form 8-K dated December 30, 2003.

                  (e)   Second  Amendment to Purchase and Sale Contract  between
                        Registrant and Sealy  Management  Company,  Inc.,  dated
                        November  24,  2003,  filed as an exhibit to the Current
                        Report on Form 8-K dated December 30, 2003.

                  (f)   Assignment  and Assumption of Purchase and Sale Contract
                        between Sealy Management Company,  Inc. and RT Anderson,
                        LLC, dated December 29, 2003, filed as an exhibit to the
                        Current Report on Form 8-K dated December 30, 2003.

<PAGE>

                  *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   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:  November 12, 2004

                                    /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:  November 12, 2004

                                    /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
September 30, 2004 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:  November 12, 2004


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  November 12, 2004


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.