UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549



FORM 10-Q



(Mark One)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended June 30, 2008



or



[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from _________to _________



Commission file number 0-10256



SHELTER PROPERTIES II

(Exact name of registrant 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, PO Box 1089

Greenville, South Carolina  29602

(Address of principal executive offices)



(864) 239-1000

(Registrants telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes  [ ] No



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                                                                        |                              
|----------------------------------------------------------------------- | -----------------------------
|Large accelerated filer [ ]                                             | Accelerated filer [ ]        
|Non-accelerated filer [ ]
(Do not check if a smaller reporting company) | Smaller reporting company [X]



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes  [X] No







PART I  FINANCIAL INFORMATION



ITEM 1.

FINANCIAL STATEMENTS



SHELTER PROPERTIES II

BALANCE SHEETS

(in thousands, except unit data)





|                                          |             |             
|----------------------------------------- | ----------- | ------------
|                                          | June 30,    | December 31,
|                                          | 2008        | 2007        
|                                          | (Unaudited) | (Note)      
|Assets                                    |             |             
|Cash and cash equivalents                 | $    123    | $    143    
|Receivables and deposits                  | 228         | 252         
|Other assets                              | 857         | 752         
|Investment properties:                    |             |             
|Land                                      | 1,630       | 1,630       
|Buildings and related personal property   | 39,039      | 34,453      
|                                          | 40,669      | 36,083      
|Less accumulated depreciation             | (21,844)    | (21,241)    
|                                          | 18,825      | 14,842      
|                                          |             |             
|                                          | $20,033     | $15,989     
|Liabilities and Partners' Deficit         |             |             
|Liabilities                               |             |             
|Accounts payable                          | $  1,358    | $  2,003    
|Tenant security deposit liabilities       | 151         | 159         
|Accrued property taxes                    | 290         | 331         
|Other liabilities                         | 302         | 331         
|Due to affiliates (Note B)                | 5,032       | 105         
|Mortgage notes payable                    | 24,685      | 24,832      
|                                          | 31,818      | 27,761      
|                                          |             |             
|Partners' Deficit                         |             |             
|General partners                          | (68)        | (68)        
|Limited partners (27,500 units issued and |             |             
|outstanding)                              | (11,717)    | (11,704)    
|                                          | (11,785)    | (11,772)    
|                                          |             |             
|                                          | $20,033     | $15,989     



Note:

The balance sheet at December 31, 2007 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.



See Accompanying Notes to Financial Statements













SHELTER PROPERTIES II

STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per unit data)







|                                       |                    |                  |         |         |  |  |  | 
|-------------------------------------- | ------------------ | ---------------- | ------- | ------- |  |  |  | 
|                                       | Three Months Ended | Six Months Ended
|                                       | June 30,           | June 30,        
|                                       | 2008               | 2007             | 2008    | 2007   
|Revenues:                              |                    |                  |         |        
|Rental income                          | $ 1,391            | $ 1,467          | $ 2,837 | $ 2,906
|Other income                           | 182                | 178              | 382     | 341    
|Total revenues                         | 1,573              | 1,645            | 3,219   | 3,247  
|                                       |                    |                  |         |        
|Expenses:                              |                    |                  |         |        
|Operating                              | 828                | 824              | 1,612   | 1,624  
|General and administrative             | 49                 | 58               | 86      | 108    
|Depreciation                           | 310                | 281              | 603     | 558    
|Interest                               | 361                | 242              | 736     | 485    
|Property taxes                         | 63                 | 107              | 195     | 226    
|Total expenses                         | 1,611              | 1,512            | 3,232   | 3,001  
|                                       |                    |                  |         |        
|Net (loss) income                      | $(38)              | $133             | $(13)   | $246   
|                                       |                    |                  |         |        
|Net (loss) income allocated to general |                    |                  |         |        
|partners (1%)                          | $    --            | $     1          | $    -- | $     2
|Net (loss) income allocated to limited |                    |                  |         |        
|partners (99%)                         | (38)               | 132              | (13)    | 244    
|                                       |                    |                  |         |        
|                                       | $(38)              | $133             | $(13)   | $246   
|                                       |                    |                  |         |        
|Net (loss) income per limited          |                    |                  |         |        
|partnership unit                       | $(1.38)            | $4.80            | $(0.47) | $8.87  



See Accompanying Notes to Financial Statements

















SHELTER PROPERTIES II

STATEMENT OF CHANGES IN PARTNERS' DEFICIT

(Unaudited)

(in thousands, except unit data)







|                               |             |          |           |          
|------------------------------ | ----------- | -------- | --------- | ---------
|                               | Limited     |          |           |          
|                               | Partnership | General  | Limited   |          
|                               | Units       | Partners | Partners  | Total    
|                               |             |          |           |          
|Original capital contributions | 27,500      | $2       | $27,500   | $27,502  
|                               |             |          |           |          
|Partners' deficit at           |             |          |           |          
|December 31, 2007              | 27,500      | $   (68) | $(11,704) | $(11,772)
|                               |             |          |           |          
|Net loss for the six months    |             |          |           |          
|ended June 30, 2008            | --          | --       | (13)      | (13)     
|                               |             |          |           |          
|Partners' deficit at           |             |          |           |          
|June 30, 2008                  | 27,500      | $(68)    | $(11,717) | $(11,785)



See Accompanying Notes to Financial Statements













SHELTER PROPERTIES II

STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)



|                                                       |                  |         |  | 
|------------------------------------------------------ | ---------------- | ------- |  | 
|                                                       | Six Months Ended
|                                                       | June 30,        
|                                                       | 2008             | 2007   
|Cash flows from operating activities:                  |                  |        
|Net (loss) income                                      | $   (13)         | $   246
|Adjustments to reconcile net (loss) income to net cash |                  |        
|provided by operating activities:                      |                  |        
|Depreciation                                           | 603              | 558    
|Amortization of loan costs                             | 26               | 12     
|Change in accounts:                                    |                  |        
|Receivables and deposits                               | 24               | (79)   
|Other assets                                           | (127)            | (149)  
|Accounts payable                                       | 24               | 13     
|Tenant security deposit liabilities                    | (8)              | 42     
|Accrued property taxes                                 | (41)             | (12)   
|Due to affiliates                                      | 172              | 104    
|Other liabilities                                      | (29)             | (7)    
|Net cash provided by operating activities              | 631              | 728    
|                                                       |                  |        
|Cash flows used in investing activities:               |                  |        
|Property improvements and replacements                 | (5,255)          | (917)  
|                                                       |                  |        
|Cash flows from financing activities:                  |                  |        
|Payments on mortgage notes payable                     | (147)            | (291)  
|Advances from affiliate                                | 4,755            | 448    
|Loan costs paid                                        | (4)              | --     
|Net cash provided by financing activities              | 4,604            | 157    
|                                                       |                  |        
|Net decrease in cash and cash equivalents              | (20)             | (32)   
|                                                       |                  |        
|Cash and cash equivalents at beginning of period       | 143              | 218    
|                                                       |                  |        
|Cash and cash equivalents at end of period             | $123             | $186   
|                                                       |                  |        
|Supplemental disclosure of cash flow information:      |                  |        
|Cash paid for interest, net of capitalized interest    | $590             | $444   
|Supplemental disclosure of non-cash activity:          |                  |        
|Property improvements and replacements included        |                  |        
|in accounts payable                                    | $1,249           | $101   



Included in property improvements and replacements for the six months ended June 30, 2008 and 2007 are approximately $1,918,000 and $170,000, respectively, of property improvements and replacements which were included in accounts payable at December 31, 2007 and 2006, respectively.



See Accompanying Notes to Financial Statements











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-Q and Article 8-03 of Regulation S-X.  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, 2008 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2008. For further information, refer to the financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007. 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 - 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 certain payments to affiliates for services and reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.



Affiliates of the Corporate General Partner receive 5% of gross receipts from both of the Partnership's properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $160,000 and $159,000 for the six months ended June 30, 2008 and 2007, respectively, which are included in operating expenses.



Affiliates of the Corporate General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $321,000 and $172,000 for the six months ended June 30, 2008 and 2007, respectively, which is included in general and administrative expenses and investment properties. The portion of these reimbursements included in investment properties for the six months ended June 30, 2008 and 2007 are construction management services provided by an affiliate of the Corporate General Partner of approximately $95,000 and $99,000, respectively. In connection with the redevelopment project at Signal Pointe Apartments (as discussed in Note C), an affiliate of the Corporate General Partner is to receive a redevelopment supervision fee of 4% of the actual redevelopment costs, or approximately $623,000 based on current estimated redevelopment costs.  The Partnership was charged approximately $175,000 in redevelopment supervision fees during the six months ended June 30, 2008.  At June 30, 2008, the Partnership owed approximately $51,000 for accountable administrative expenses, which is included in due to affiliates. There were no outstanding balances due at December 31, 2007.



Pursuant to the Partnership Agreement, AIMCO Properties, L.P., an affiliate of the Corporate General Partner, advanced the Partnership approximately $4,755,000 during the six months ended June 30, 2008 to fund operating expenses at Parktown Townhouses and Signal Pointe Apartments and the redevelopment and construction projects at Parktown Townhouses and Signal Pointe Apartments.  During the six months ended June 30, 2007, AIMCO Properties, L.P. advanced the Partnership approximately $448,000 to pay real estate taxes at Parktown Townhouses and operating expenses at both properties.  Interest is charged at the prime rate plus 2% (7.00% at June 30, 2008). Interest expense was approximately $121,000 and $23,000 for the six months ended June 30, 2008 and 2007, respectively.  Total advances and accrued interest of approximately $4,876,000 remain unpaid at June 30, 2008 and are included in due to affiliates. There were no advances outstanding at December 31, 2007. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.  Subsequent to June 30, 2008, AIMCO Properties, L.P. advanced the Partnership approximately $719,000 to fund the redevelopment project at Signal Pointe Apartments and operating expenses at both of the Partnerships properties.



During 1983, a payable to the general partners of approximately $58,000 was accrued for sales commissions earned. In addition, during the year ended December 31, 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 June 30, 2008 and December 31, 2007, the level of return to the limited partners has not been met, and these obligations were included in due to affiliates.



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, general liability 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, 2008, the Partnership was charged by AIMCO and its affiliates approximately $90,000 for hazard insurance coverage and fees associated with policy claims administration.  Additional charges will be incurred by the Partnership during 2008 as other insurance policies renew later in the year.  The Partnership was charged by AIMCO and its affiliates approximately $136,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2007.



Note C  Redevelopment



In August 2007, the Partnership began a redevelopment project at Signal Pointe Apartments in order for the property to remain competitive in the Winter Park, Florida area.  Based on current redevelopment plans, the Corporate General Partner anticipates the redevelopment to be completed in September 2009 at a total estimated cost of approximately $16,444,000, of which approximately $3,547,000 was completed during the six months ended June 30, 2008 and approximately $1,997,000 was completed during 2007. The redevelopment is expected to consist of major landscaping, interior, exterior and structural improvements, the addition of detached garages and storage units, upgrades to the leasing center and the conversion of two clubhouses to a fitness center and internet café.  The project is being funded from operations and advances from AIMCO Properties L.P., an affiliate of the Corporate General Partner.  During the construction period, certain expenses are being capitalized and depreciated over the remaining life of the related assets. During the six months ended June 30, 2008, approximately $139,000 of interest expense, approximately $14,000 of property tax expense and approximately $6,000 of operating costs were capitalized.



Parktown Townhouses is currently undergoing a construction project related to foundation upgrades to the buildings.  As a result of this project, interest expense of approximately $67,000 and $54,000, respectively, property tax expense of approximately $21,000 and $17,000, respectively, and operating costs of approximately $7,000 for each period have been capitalized during the six months ended June 30, 2008 and 2007, respectively, and are being depreciated over the remaining life of the related assets. Based on current construction plans, the Corporate General Partner anticipates the construction to be completed in the third quarter of 2008 at a total estimated cost of approximately $1,300,000, of which approximately $467,000 was completed during the six months ended June 30, 2008 and $684,000 was completed during 2007.  The project is being funded from operating cash flow and advances from AIMCO Properties, L.P.



Note D - Contingencies



In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, its Corporate General Partner and several of their affiliated partnerships and corporate entities. The action purported to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) that are named as nominal defendants, challenging, among other things, the acquisition of interests in certain Corporate General Partner entities by Insignia Financial Group, Inc. ("Insignia") and entities that were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; management of the partnerships by the Insignia affiliates; and the series of transactions which closed on October 1, 1998 and February 26, 1999 whereby Insignia and Insignia Properties Trust, respectively, were merged into AIMCO. The plaintiffs sought monetary damages and equitable relief, including judicial dissolution of the Partnership. In addition, during the third quarter of 2001, a complaint captioned Heller v. Insignia Financial Group (the "Heller action") was filed against the same defendants that are named in the Nuanes action. On or about August 6, 2001, plaintiffs filed a first amended complaint. The Heller action was brought as a purported derivative action, and asserted claims for, among other things, breach of fiduciary duty, unfair competition, conversion, unjust enrichment, and judicial dissolution. On January 28, 2002, the trial court granted defendants motion to strike the complaint.  Plaintiffs took an appeal from this order.



On January 8, 2003, the parties filed a Stipulation of Settlement in proposed settlement of the Nuanes action and the Heller action. On June 13, 2003, the court granted final approval of the settlement and entered judgment in both the Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an appeal (the Appeal) seeking to vacate and/or reverse the order approving the settlement and entering judgment thereto. On May 4, 2004, the Objector filed a second appeal challenging the courts use of a referee and its order requiring Objector to pay those fees.



On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.  With regard to the settlement and judgment entered thereto, the Court of Appeals vacated the trial courts order and remanded to the trial court for further findings on the basis that the state of the record is insufficient to permit meaningful appellate review.  The matter was transferred back to the trial court on June 21, 2005.  With regard to the second appeal, the Court of Appeals reversed the order requiring the Objector to pay referee fees. With respect to the related Heller appeal, on July 28, 2005, the Court of Appeals reversed the trial courts order striking the first amended complaint.



On August 18, 2005, Objector and his counsel filed a motion to disqualify the trial court based on a peremptory challenge and filed a motion to disqualify for cause on October 17, 2005, both of which were ultimately denied and/or struck by the trial court.  On or about October 13, 2005 Objector filed a motion to intervene and on or about October 19, 2005 filed both a motion to take discovery relating to the adequacy of plaintiffs as derivative representatives and a motion to dissolve the anti-suit injunction in connection with settlement.  On November 14, 2005, Plaintiffs filed a Motion For Further Findings pursuant to the remand ordered by the Court of Appeals. Defendants joined in that motion.  On February 3, 2006, the Court held a hearing on the various matters pending before it and ordered additional briefing from the parties and Objector. On June 30, 2006, the trial court entered an order confirming its approval of the class action settlement and entering judgment thereto after the Court of Appeals had remanded the matter for further findings.  The substantive terms of the settlement agreement remain unchanged.  The trial court also entered supplemental orders on July 1, 2006, denying Objectors Motion to File a Complaint in Intervention, Objectors Motion for Leave of Discovery and Objectors Motion to Dissolve the Anti-Suit Injunction.  Notice of Entry of Judgment was served on July 10, 2006.



On August 31, 2006, the Objector filed a Notice of Appeal to the Courts June 30, 2006 and July 1, 2006 orders. The matter was argued and submitted and the Court of Appeal issued an opinion on February 20, 2008 affirming the order approving the settlement and judgment entered thereto. On March 12, 2008, the Court of Appeal denied Appellants Petition for Re-Hearing. On May 21, 2008, the California Supreme Court denied Appellants Petition for Review.  Objector has until August 19,2008 to file a petition for certiorari with the United States Supreme Court.



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.



As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Corporate General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (FLSA) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (overtime claims).  The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call" (on-call claims).  In March 2007, the court in the District of Columbia decertified the collective action.  In July 2007, plaintiffs counsel filed individual cases in Federal court in 22 jurisdictions.  In the second quarter 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining on-call claims and the attorneys fees claimed by plaintiffs counsel.  As a result, the lawsuits asserted in the 22 Federal courts will be dismissed.  At this time, affiliates of the Corporate General Partner are attempting to obtain additional information to determine the most equitable allocation of settlement amounts and attorneys fees.  The Corporate General Partner is uncertain as to the amount of loss, if any, allocable to the Partnership.  Therefore, the Partnership cannot estimate whether a loss will occur or a potential range of loss.



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



Environmental



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



Mold



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













Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements in certain circumstances. Certain information included in this Report contains or may contain information that is forward-looking, including, without limitation, statements regarding the effect of redevelopments, the Partnerships future financial performance, including the Partnerships ability to maintain current or meet projected occupancy and rent levels, and the effect of government regulations. Actual results may differ materially from those described in the forward-looking statements and, in addition, will be affected by a variety of risks and factors that are beyond the Partnerships control including, without limitation: natural disasters such as hurricanes; national and local economic conditions; the general level of interest rates; energy costs; the terms of governmental regulations that affect the Partnerships properties and interpretations of those regulations; the competitive environment in which the Partnership operates; financing risks, including the risk that the Partnerships cash flows from operations may be insufficient to meet required payments of principal and interest; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for tenants in such markets; insurance risks; development risks; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Partnership.   Readers should carefully review the Partnerships financial statements and the notes thereto and the other documents the Partnership 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 six months ended June 30, 2008 and 2007:



|                             |           |     
|---------------------------- | --------- | ----
|                             | Average  
|                             | Occupancy
|Property                     | 2008      | 2007
|                             |           |     
|Parktown Townhouses          |           |     
|Deer Park, Texas             | 88%       | 89% 
|Signal Pointe Apartments (1) |           |     
|Winter Park, Florida         | 83%       | 90% 



(1)

The Corporate General Partner attributes the decrease in occupancy at Signal Pointe Apartments to 42 units unavailable for lease due to the ongoing redevelopment project at the property.



The Partnerships financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment properties, interest rates on mortgage loans, costs incurred to operate the investment properties, general economic conditions and weather. As part of the ongoing business plan of the Partnership, the Corporate General Partner monitors the rental market environment of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. As part of this plan, the Corporate General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, the Corporate General Partner may use rental concessions and rental rate reductions to offset softening market conditions; accordingly, there is no guarantee that the Corporate General Partner will be able to sustain such a plan. Further, a number of factors that are outside the control of the Partnership such as the local economic climate and weather can adversely or positively affect the Partnerships financial results.



Results of Operations



The Partnerships net loss for the three and six months ended June 30, 2008 was approximately $38,000 and $13,000, respectively, compared to net income of approximately $133,000 and $246,000, respectively, for the corresponding periods in 2007.  The decrease in net income for both the three and six months ended June 30, 2008 is due to an increase in total expenses and a decrease in total revenues.



Total expenses increased for both the three and six months ended June 30, 2008 due to increases in interest and depreciation expenses, partially offset by decreases in property tax and general and administrative expenses. Operating expenses remained relatively constant for both the three and six months ended June 30, 2008, as decreases in contract services, maintenance supplies and repairs at Signal Pointe Apartments were substantially offset by increases in utility and advertising expenses at Signal Pointe Apartments and payroll related expenses at both of the Partnerships investment properties. Interest expense increased for both periods primarily due to a higher average debt balance as a result of the second mortgage obtained on Signal Pointe Apartments in 2007 (as discussed in Liquidity and Capital Resources) and an increase in interest on advances from an affiliate of the Corporate General Partner as a result of a larger average advance balance, partially offset by an increase in the amount of interest capitalized related to a construction project at Parktown Townhouses and the redevelopment project at Signal Pointe Apartments, as discussed below. Depreciation expense increased for both periods due to property improvements and replacements placed into service during the past twelve months at both investment properties, which are now being depreciated.  Property tax expense decreased for both periods primarily due to the receipt of a refund at Parktown Townhouses related to the successful appeal of the propertys assessed value.



General and administrative expenses decreased for both periods primarily due to a decrease in management reimbursements to an affiliate of the Corporate General Partner as allowed under the Partnership Agreement. Also included in general and administrative expenses for the three and six months ended June 30, 2008 and 2007 are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.



The decrease in total revenues for the three and six months ended June 30, 2008 is primarily due to a decrease in rental income. The decrease in total revenues for the six months ended June 30, 2008 was partially offset by an increase in other income, which remained relatively constant for the three months ended June 30, 2008.  The decrease in rental income for both periods is primarily due to a decrease in occupancy at Signal Pointe Apartments, partially offset by an increase in the average rental rate at both investment properties. Other income increased for the six months ended June 30, 2008 due to increases in tenant utility reimbursements and lease cancellation fees at Parktown Townhouses.



In August 2007, the Partnership began a redevelopment project at Signal Pointe Apartments in order for the property to remain competitive in the Winter Park, Florida area.  During the construction period, certain expenses are being capitalized and depreciated over the remaining life of the related assets. During the six months ended June 30, 2008, approximately $139,000 of interest expense, approximately $14,000 of property tax expense and approximately $6,000 of operating costs were capitalized. Parktown Townhouses is currently undergoing a construction project related to foundation upgrades to the buildings.  As a result of this project, interest expense of approximately $67,000 and $54,000, respectively, property tax expense of approximately $21,000 and $17,000, respectively, and operating costs of approximately $7,000 for each period have been capitalized during the six months ended June 30, 2008 and 2007, respectively, and are being depreciated over the remaining life of the related assets.



Liquidity and Capital Resources



At June 30, 2008, the Partnership had cash and cash equivalents of approximately $123,000, compared to approximately $186,000 at June 30, 2007.  Cash and cash equivalents decreased approximately $20,000, from December 31, 2007, due to approximately $5,255,000 of cash used in investing activities, partially offset by approximately $4,604,000 and $631,000 of cash provided by financing and operating activities, respectively.  Cash used in investing activities consisted of property improvements and replacements.  Cash provided by financing activities consisted of advances from an affiliate of the Corporate General Partner, partially offset by principal payments made on the mortgage encumbering Parktown Townhouses and loan costs paid. The Partnership invests its working capital reserves in interest bearing accounts.



Pursuant to the Partnership Agreement, AIMCO Properties, L.P., an affiliate of the Corporate General Partner, advanced the Partnership approximately $4,755,000 during the six months ended June 30, 2008 to fund operating expenses at Parktown Townhouses and Signal Pointe Apartments and the redevelopment and construction projects at Parktown Townhouses and Signal Pointe Apartments.  During the six months ended June 30, 2007, AIMCO Properties, L.P. advanced the Partnership approximately $448,000 to pay real estate taxes at Parktown Townhouses and operating expenses at both properties.  Interest is charged at the prime rate plus 2% (7.00% at June 30, 2008). Interest expense was approximately $121,000 and $23,000 for the six months ended June 30, 2008 and 2007, respectively.  Total advances and accrued interest of approximately $4,876,000 remain unpaid at June 30, 2008 and are included in due to affiliates. There were no advances outstanding at December 31, 2007. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.  Subsequent to June 30, 2008, AIMCO Properties, L.P. advanced the Partnership approximately $719,000 to fund the redevelopment project at Signal Pointe Apartments and operating expenses at both of the Partnerships properties.



The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the properties to adequately maintain the physical assets and other operating needs of the 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.  Capital improvements planned for each of the Partnership's properties are detailed below.



Parktown Townhouses



During the six months ended June 30, 2008, the Partnership completed approximately $932,000 of capital improvements at Parktown Townhouses, consisting primarily of structural upgrades, fencing, HVAC upgrades, and floor covering replacement. These improvements were funded from operating cash flow and advances from an affiliate of AIMCO Properties, L.P. The Partnership regularly evaluates the capital improvement needs of the property. The property is currently undergoing a construction project related to foundation upgrades to the buildings.  As a result of this project, construction period interest expense of approximately $67,000, construction period property tax expense of approximately $21,000 and construction period operating costs of approximately $7,000 have been capitalized during the six months ended June 30, 2008. Based on current construction plans, the Corporate General Partner anticipates the construction to be completed in the third quarter of 2008 at a total estimated cost of approximately $1,300,000, of which approximately $467,000 was completed during the six months ended June 30, 2008 and approximately $684,000 was completed during 2007.  The project is being funded from operating cash flow and advances from AIMCO Properties, L.P.  In addition to the construction project, certain routine capital expenditures are anticipated during the remainder of 2008.  Such capital expenditures will depend on the physical condition of the property as well as the anticipated cash flow generated by the property.



Signal Pointe Apartments



During the six months ended June 30, 2008, the Partnership completed approximately $3,547,000 of capital improvements at Signal Pointe Apartments arising from the redevelopment of the property, which includes capitalization of construction period interest of approximately $139,000, construction period property tax expense of approximately $14,000, and construction period operating costs of approximately $6,000. Additional capital improvements of approximately $107,000 were also completed, which consisted primarily of HVAC upgrades and cabinet and floor covering replacements. These improvements were funded from operating cash flow and advances from AIMCO Properties, L.P. The Partnership regularly evaluates the capital improvement needs of the property.  In August 2007, the Partnership began a redevelopment project at Signal Pointe Apartments in order for the property to remain competitive in the Winter Park area.  Based on current redevelopment plans, the Corporate General Partner anticipates the redevelopment to be completed in September 2009 at a total estimated cost of approximately $16,444,000, of which approximately $1,997,000 was completed during 2007. The redevelopment is expected to consist of major landscaping, interior, exterior and structural improvements, the addition of detached garages and storage units, upgrades to the leasing center and the conversion of two clubhouses to a fitness center and internet café.  The project is being funded from operations and advances from an affiliate of the Corporate General Partner.  In addition to the redevelopment project, certain routine capital expenditures are anticipated during the remainder of 2008. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.



Capital expenditures will be incurred only if cash is available from operations, Partnership reserves or advances from AIMCO Properties, L.P., an affiliate of the Corporate General Partner, although AIMCO Properties, L.P. is not obligated to provide such advances.  To the extent that capital improvements are completed, the Partnership's distributable cash flow, if any, may be adversely affected at least in the short term.



The Partnership's assets are thought to be generally sufficient for any near term needs (exclusive of capital improvements and amounts due to affiliates) of the Partnership. The mortgage indebtedness encumbering Parktown Townhouses of approximately $6,089,000 is amortized over 240 months with a maturity date of January 1, 2021, at which time the loan is scheduled to be fully amortized.



On November 30, 2007, the Partnership obtained a second mortgage loan in the principal amount of $11,500,000 on Signal Pointe Apartments.  The second mortgage loan bears interest at a fixed rate of 5.53% per annum, requires monthly payments of interest only of approximately $53,000 beginning on January 1, 2008 through December 1, 2010 and requires payments of principal and interest of approximately $66,000 from January 1, 2011 through the January 1, 2019 maturity date. The second mortgage loan has a balloon payment of approximately $9,993,000 due at maturity.



If no event of default exists at maturity, the maturity date will be automatically extended for one additional year, to January 1, 2020, during which period the second mortgage loan would bear interest at the one-month LIBOR rate plus 250 basis points and would require monthly payments of principal and interest. As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Corporate General Partner, to guarantee certain obligations and liabilities of the Partnership with respect to the new mortgage financing.  Total capitalized loan costs associated with the new mortgage were approximately $306,000, including approximately $4,000 capitalized during the six months ended June 30, 2008, and are included in other assets on the balance sheet.



In connection with the second mortgage loan, the Partnership also agreed to certain modifications of the existing mortgage loan encumbering Signal Pointe Apartments.  The modification includes a fixed interest rate of 7.22% per annum, monthly payments of interest only of approximately $43,000 beginning January 1, 2008 through December 1, 2010, and monthly payments of principal and interest of approximately $48,000 beginning January 1, 2011 through the maturity date of January 1, 2021, at which time a balloon payment of approximately $6,121,000 is due.  The previous terms of the existing mortgage loan consisted of a fixed interest rate of 7.22%, and monthly payments of principal and interest of approximately $70,000 through the maturity date of January 1, 2021, at which date the mortgage was scheduled to be fully amortized.



No distributions were made during the six months ended June 30, 2008 and 2007. Future cash distributions will depend on the levels of net cash generated from operations and the timing of the debt maturities, property sales and/or refinancings. The Partnership's cash available for distribution is reviewed on a monthly basis. In light of the amounts accrued and payable to affiliates of the Corporate General Partner at June 30, 2008 and the ongoing redevelopment project at Signal Pointe Apartments, there can be no assurance that the Partnership will generate sufficient funds from operations after planned capital expenditures to permit any distributions to its partners in 2008 or subsequent periods.



The Partnership Agreement provides for partners to receive distributions from the net proceeds of the sales of properties, the net proceeds from refinancings and net cash from operations as those terms are defined in the Partnership Agreement. The Partnership Agreement requires that the limited partners be furnished with a statement of Net Cash from Operations as such term is defined in the Partnership Agreement. 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. Below is a reconciliation of net cash provided by operating activities as disclosed in the statements of cash flows included in Item 1. Financial Statements to Net Cash from Operations as defined in the Partnership Agreement.



|                                                  |                  |        
|------------------------------------------------- | ---------------- | -------
|                                                  | Six Months Ended
|                                                  | June 30,        
|                                                  | 2008             | 2007   
|                                                  | (in thousands)  
|Net cash provided by operating activities         | $   631          | $   728
|Payments on mortgage notes payable                | (147)            | (291)  
|Property improvements and replacements            | (5,255)          | (917)  
|Changes in reserves for net operating liabilities | (15)             | 88     
|Net cash used in operations                       | $(4,786)         | $(392) 



Other



In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 21,868.50 limited partnership units (the Units) in the Partnership representing 79.52% of the outstanding Units at June 30, 2008. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Corporate General Partner. As a result of its ownership of 79.52% 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 conformity 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 the carrying amount of the asset is not recoverable.  If events or circumstances indicate that the carrying amount of a property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnerships estimate of the undiscounted future cash flows, excluding interest charges, of the property.   If the carrying amount exceeds the aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.



Real property investment is 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, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; and changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing.  Any adverse changes in these factors could cause impairment of the Partnerships assets.



Capitalized Costs Related to Redevelopment & Construction Projects



The Partnership capitalizes costs incurred in connection with capital expenditure activities, including redevelopment and construction projects. Costs including interest, property taxes and operating costs associated with redevelopment and construction projects are capitalized during periods in which redevelopment and construction projects are in progress in accordance with Statement of Financial Accounting Standards (SFAS) No. 34, Capitalization of Interest Costs, and SFAS No. 67, Accounting for Costs and the Initial Rental Operations of Real Estate Properties. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital expenditure activities at the property level.



Revenue Recognition



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



ITEM 4T.

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 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)

Changes in Internal Control Over Financial Reporting



There have been no significant changes in the Partnerships internal control over financial reporting (as 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.















PART II - OTHER INFORMATION



ITEM 1.

LEGAL PROCEEDINGS



In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, its Corporate General Partner and several of their affiliated partnerships and corporate entities. The action purported to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) that are named as nominal defendants, challenging, among other things, the acquisition of interests in certain Corporate General Partner entities by Insignia Financial Group, Inc. ("Insignia") and entities that were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; management of the partnerships by the Insignia affiliates; and the series of transactions which closed on October 1, 1998 and February 26, 1999 whereby Insignia and Insignia Properties Trust, respectively, were merged into AIMCO. The plaintiffs sought monetary damages and equitable relief, including judicial dissolution of the Partnership. In addition, during the third quarter of 2001, a complaint captioned Heller v. Insignia Financial Group (the "Heller action") was filed against the same defendants that are named in the Nuanes action. On or about August 6, 2001, plaintiffs filed a first amended complaint. The Heller action was brought as a purported derivative action, and asserted claims for, among other things, breach of fiduciary duty, unfair competition, conversion, unjust enrichment, and judicial dissolution. On January 28, 2002, the trial court granted defendants motion to strike the complaint.  Plaintiffs took an appeal from this order.



On January 8, 2003, the parties filed a Stipulation of Settlement in proposed settlement of the Nuanes action and the Heller action. On June 13, 2003, the court granted final approval of the settlement and entered judgment in both the Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an appeal (the Appeal) seeking to vacate and/or reverse the order approving the settlement and entering judgment thereto. On May 4, 2004, the Objector filed a second appeal challenging the courts use of a referee and its order requiring Objector to pay those fees.



On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.  With regard to the settlement and judgment entered thereto, the Court of Appeals vacated the trial courts order and remanded to the trial court for further findings on the basis that the state of the record is insufficient to permit meaningful appellate review.  The matter was transferred back to the trial court on June 21, 2005.  With regard to the second appeal, the Court of Appeals reversed the order requiring the Objector to pay referee fees. With respect to the related Heller appeal, on July 28, 2005, the Court of Appeals reversed the trial courts order striking the first amended complaint.



On August 18, 2005, Objector and his counsel filed a motion to disqualify the trial court based on a peremptory challenge and filed a motion to disqualify for cause on October 17, 2005, both of which were ultimately denied and/or struck by the trial court.  On or about October 13, 2005 Objector filed a motion to intervene and on or about October 19, 2005 filed both a motion to take discovery relating to the adequacy of plaintiffs as derivative representatives and a motion to dissolve the anti-suit injunction in connection with settlement.  On November 14, 2005, Plaintiffs filed a Motion For Further Findings pursuant to the remand ordered by the Court of Appeals. Defendants joined in that motion.  On February 3, 2006, the Court held a hearing on the various matters pending before it and ordered additional briefing from the parties and Objector. On June 30, 2006, the trial court entered an order confirming its approval of the class action settlement and entering judgment thereto after the Court of Appeals had remanded the matter for further findings.  The substantive terms of the settlement agreement remain unchanged.  The trial court also entered supplemental orders on July 1, 2006, denying Objectors Motion to File a Complaint in Intervention, Objectors Motion for Leave of Discovery and Objectors Motion to Dissolve the Anti-Suit Injunction.  Notice of Entry of Judgment was served on July 10, 2006.



On August 31, 2006, the Objector filed a Notice of Appeal to the Courts June 30, 2006 and July 1, 2006 orders. The matter was argued and submitted and the Court of Appeal issued an opinion on February 20, 2008 affirming the order approving the settlement and judgment entered thereto. On March 12, 2008, the Court of Appeal denied Appellants Petition for Re-Hearing. On May 21, 2008, the California Supreme Court denied Appellants Petition for Review.  Objector has until August 19,2008 to file a petition for certiorari with the United States Supreme Court.



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.



As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Corporate General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (FLSA) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (overtime claims).  The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call" (on-call claims).  In March 2007, the court in the District of Columbia decertified the collective action.  In July 2007, plaintiffs counsel filed individual cases in Federal court in 22 jurisdictions.  In the second quarter 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining on-call claims and the attorneys fees claimed by plaintiffs counsel.  As a result, the lawsuits asserted in the 22 Federal courts will be dismissed.  At this time, affiliates of the Corporate General Partner are attempting to obtain additional information to determine the most equitable allocation of settlement amounts and attorneys fees.  The Corporate General Partner is uncertain as to the amount of loss, if any, allocable to the Partnership.  Therefore, the Partnership cannot estimate whether a loss will occur or a potential range of loss.



ITEM 6.

EXHIBITS



See Exhibit Index.













SIGNATURES







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly 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          
|                      |                                    
|Date: August 13, 2008 | By:   /s/Martha L. Long            
|                      | Martha L. Long                     
|                      | Senior Vice President              
|                      |                                    
|Date: August 13, 2008 | By:   /s/Stephen B. Waters         
|                      | Stephen B. Waters                  
|                      | Vice President                     













SHELTER PROPERTIES II



EXHIBIT INDEX





Exhibit

Description of Exhibit





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].



(c)

Amendment to the Second Amended and Restated Certificate and Agreement of Limited Partnership, dated September 27, 2007. Incorporated by reference to the Partnerships Quarterly Report on Form 10-QSB dated September 30, 2007.



10(i)

Contracts related to acquisition or disposition of properties.



(a)

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



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



(iii)

Contracts related to refinancing of debt:



(g)

Multifamily note dated December 15, 2000 , by and between Registrant and Reilly Mortgage Group, Inc., for Parktown Townhouses Apartments filed as exhibit to Form 10-KSB of Registrant for the year ended December 31, 2002 and incorporated herein by reference.



(j)

Multifamily Note dated November 30, 2007 between Shelter Properties II Limited Partnership, a South Carolina limited Partnership, and Wells Fargo Bank, National Association, a National banking association.  (Incorporated by reference to the Registrants Current Report on Form 8-K dated November 30, 2007).



(k)

Amended and Restated Multifamily Note dated November 30, 2007 between Shelter Properties II Limited Partnership, a South Carolina limited partnership, and Federal Home Loan Mortgage Corporation.  (Incorporated by reference to the Registrants Current Report on Form 8-K dated November 30, 2007).



31.1

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



31.2

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



32.1

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