FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        Quarterly or Transitional Report

                      U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

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

                    For the quarterly period ended June 30, 2000

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


                For the transition period from _________to _________

                         Commission file number 0-10256

                              SHELTER PROPERTIES II

         (Exact name of small business issuer as specified in its charter)



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

                          55 Beattie Place, P.O. Box 1089
                        Greenville, South Carolina 29602

                      (Address of principal executive offices)

                                 (864) 239-1000

                           (Issuer's telephone number)

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


<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)

                              SHELTER PROPERTIES II

                                  BALANCE SHEET

                                   (Unaudited)

                          (in thousands, except unit data)

                                  June 30, 2000
<TABLE>
<CAPTION>

Assets

<S>                                                                          <C>
   Cash and cash equivalents                                                 $   483
   Receivables and deposits                                                      177
   Restricted escrows                                                            885
   Other assets                                                                  168
   Investment properties:
      Land                                                    $ 1,814
      Buildings and related personal property                   25,269
                                                                27,083

      Less accumulated depreciation                            (18,442)        8,641

                                                                            $ 10,354

Liabilities and Partners' (Deficit) Capital
Liabilities

   Accounts payable                                                           $   82
   Tenant security deposit liabilities                                           142
   Accrued property taxes                                                        223
   Other liabilities                                                             240
   Mortgage notes payable                                                      7,985

Partners' (Deficit) Capital

   General partners                                            $  (132)
   Limited partners (27,500 units issued and
      outstanding)                                               1,814         1,682

                                                                            $ 10,354
</TABLE>

                   See Accompanying Notes to Financial Statements

<PAGE>

b)

                              SHELTER PROPERTIES II

                            STATEMENTS OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)


<TABLE>
<CAPTION>

                                      Three Months Ended          Six Months Ended
                                           June 30,                   June 30,
                                       2000          1999         2000         1999
Revenues:
<S>                                  <C>           <C>           <C>          <C>
   Rental income                     $ 1,507       $ 1,411       $ 3,008      $ 2,834
   Other income                           92            73           155          137
       Total revenues                  1,599         1,484         3,163        2,971

Expenses:
   Operating                             655           541         1,278        1,163
   General and administrative             67            41           120           94
   Depreciation                          235           243           558          499
   Interest                              197           189           352          380
   Property taxes                        112           107           221          216
       Total expenses                  1,266         1,121         2,529        2,352

Net income                            $  333         $ 363         $ 634        $ 619

Net income allocated to
   general partners (1%)               $   3           $ 3           $ 6          $ 6
Net income allocated to
   limited partners (99%)                330           360           628          613

                                      $  333         $ 363         $ 634        $ 619
Net income per limited
   partnership unit                  $ 12.00       $ 13.09       $ 22.84      $ 22.29

Distributions per limited
    partnership unit                 $ 40.87         $  --       $ 40.87       $   --

</TABLE>

                   See Accompanying Notes to Financial Statements


<PAGE>


c)

                               SHELTER PROPERTIES II
                STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                                   (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) capital at
   December 31, 1999                    27,500        $ (127)     $ 2,310    $ 2,183

Distributions to partners                   --           (11)      (1,124)    (1,135)

Net income for the six months
   ended June 30, 2000                      --             6          628        634

Partners' (deficit) capital at
   June 30, 2000                        27,500        $ (132)     $ 1,814    $ 1,682
</TABLE>

                   See Accompanying Notes to Financial Statements


<PAGE>


d)

                              SHELTER PROPERTIES II

                            STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                   (in thousands)

<TABLE>
<CAPTION>

                                                                  Six Months Ended
                                                                        June 30,

                                                                  2000         1999
Cash flows from operating activities:

<S>                                                              <C>           <C>
   Net income                                                    $  634        $ 619
   Adjustments to reconcile net income to net
     cash provided by operating activities:
        Depreciation                                                558          499
        Amortization of discounts and loan costs                     61           53
        Change in accounts:
            Receivables and deposits                                192           (9)
            Other assets                                            (16)         (84)
            Accounts payable                                        (56)         (27)
            Tenant security deposit liabilities                     (53)           9
            Accrued property taxes                                   73          (18)
            Other liabilities                                      (202)           5

               Net cash provided by operating activities          1,191        1,047

Cash flows from investing activities:

   Property improvements and replacements                          (242)        (611)
   Net (deposits to) withdrawals from restricted escrows           (500)         338

               Net cash used in investing activities               (742)        (273)

Cash flows from financing activities:

   Distributions to partners                                     (1,135)          --
   Payments on mortgage notes payable                              (158)        (146)

               Net cash used in financing activity               (1,293)        (146)

Net (decrease) increase in cash and cash equivalents               (844)         628

Cash and cash equivalents at beginning of period                  1,327          576

Cash and cash equivalents at end of period                       $  483       $ 1,204

Supplemental disclosure of cash flow information:
   Cash paid for interest                                        $  315        $ 327

</TABLE>

                   See Accompanying Notes to Financial Statements


<PAGE>

e)

                              SHELTER PROPERTIES II

                          NOTES TO FINANCIAL STATEMENTS

                                   (Unaudited)

Note A - Basis of Presentation

The accompanying  unaudited  financial  statements of Shelter Properties II (the
"Partnership" or  "Registrant")  have been prepared in accordance with generally
accepted  accounting  principles for interim financial  information and with the
instructions  to Form 10-QSB and Item 310 (b) of  Regulation  S-B.  Accordingly,
they do not include all of the information  and footnotes  required by generally
accepted accounting principles for complete financial statements. In the opinion
of  Shelter  Realty  II  Corporation  (the  "Corporate  General  Partner"),  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have been included.  Operating results for the three and six
months ended June 30, 2000, are not  necessarily  indicative of the results that
may be expected  for the fiscal  year  ending  December  31,  2000.  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,
1999.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment  Investment and Management Company  ("AIMCO"),  a publicly
traded real estate investment trust, with AIMCO being the surviving  corporation
(the "Insignia Merger").  As a result, AIMCO acquired 100% ownership interest in
the Corporate  General Partner.  The Corporate  General Partner does not believe
that this  transaction has had or will have a material effect on the affairs and
operations of the Partnership.

Note C - Reconciliation of Cash Flows

The following is a reconciliation of the subtotal on the accompanying statements
of cash flows captioned "Net cash provided by operating activities" to "Net cash
used in operations", as defined in the partnership agreement. However, "Net cash
used in operations"  should not be considered an alternative to net income as an
indicator  of the  Partnership's  operating  performance  or to cash  flows as a
measure of liquidity.

                                                            Six Months Ended
                                                                June 30,
                                                          2000            1999
                                                             (in thousands)
     Net cash provided by operating activities           $ 1,191        $ 1,047
        Payments on mortgage notes payable                  (158)          (146)
        Property improvements and replacements              (242)          (611)
        Change in restricted escrows, net                   (500)           338
        Changes in reserves for net operating
           liabilities                                        62            124
        Additional operating reserves                       (353)          (752)

           Net cash from operations                       $   --           $ --

<PAGE>

For the six months ended June 30, 2000 and 1999, the Corporate  General  Partner
believed  it to be in  the  best  interest  of the  Partnership  to  reserve  an
additional  $353,000 and  $752,000,  respectively,  to fund  continuing  capital
improvement needs in order for the properties to remain competitive.

Note D - Transactions with Affiliated Parties

The  Partnership  has no employees  and is dependent  on the  Corporate  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  The  Partnership  Agreement  provides  for (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred  by  affiliates  on  behalf  of the  Partnership.  Balances  and  other
transactions with affiliates of the Corporate General Partner for the six months
ended June 30, 2000 and 1999 are as follows:

                                                          2000       1999
                                                          (in thousands)
Property management fees (included in
  operating expenses)                                     $157       $150
Reimbursement for services of affiliates
  (included in investment properties,
  general and administrative expense and
  operating expense)                                        66         66
Due to general partners                                     58         58

During the six months ended June 30, 2000 and 1999,  affiliates of the Corporate
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Registrant's  properties  as  compensation  for  providing  property  management
services.  The Registrant  paid to such  affiliates  approximately  $157,000 and
$150,000 for the six months ended June 30, 2000 and 1999, respectively.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative expenses amounting to approximately $66,000 for both
the six months ended June 30, 2000 and 1999.

During 1983, a liability  of  approximately  $58,000 was incurred to the general
partners for sales commissions  earned.  Pursuant to the Partnership  Agreement,
this liability cannot be paid until certain levels of return are received by the
limited  partners.  As of June 30,  2000,  the level of  return  to the  limited
partners has not been met.

On September 26, 1997, an affiliate of the Corporate  General Partner  purchased
Lehman Brothers' Class "D" subordinated bonds of SASCO 1992-M1.  These bonds are
secured  by 55  multi-family  apartment  mortgage  loan  pairs  held  in  Trust,
including Parktown Townhouses, Raintree Apartments, and Signal Pointe Apartments
owned by the Partnership.

AIMCO and its affiliates  currently own 16,634 limited  partnership units in the
Partnership  representing  60.487% of the  outstanding  units. 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 make one or more  additional
offers to acquire  additional limited  partnership  interests in the Partnership
for cash or in exchange for units in the operating  partnership of AIMCO.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters. As a result of its
ownership  of  60.487%  of the  outstanding  units,  AIMCO is in a  position  to
influence all voting  decisions with respect to the  Registrant.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable  to the interest of the  Corporate  General  Partner  because of their
affiliation with the Corporate General Partner.

Note E - Distributions

During  the  six  months  ended  June  30,  2000,  the  Partnership   paid  cash
distributions  from  operations  of  approximately   $1,135,000   (approximately
$1,124,000 to the limited partners or $40.87 per limited  partnership  unit). No
distributions were made during the six months ended June 30, 1999.

Note F - Segment Reporting

Description  of the types of products  and  services  from which the  reportable
segment  derives its  revenues:  The  Partnership  has one  reportable  segment:
residential  properties,  consisting of three apartment complexes one located in
each of Texas,  South Carolina,  and Florida.  The  Partnership  rents apartment
units to tenants for terms that are typically twelve months or less.

Measurement of segment profit and loss: The  Partnership  evaluates  performance
based on segment profit (loss) before  depreciation.  The accounting policies of
the  reportable  segment are the same as those  described  in the  Partnership's
Annual Report on Form 10-KSB for the year ended December 31, 1999.

Factors  management used to identify the enterprise's  reportable  segment:  The
Partnership's  reportable  segment consists of investment  properties that offer
similar  products and services.  Although each of the  investment  properties is
managed  separately,  they have been aggregated into one segment as they provide
services with similar types of products and customers.

Segment  information for the three and six month periods ended June 30, 2000 and
1999 is shown in the tables below (in  thousands).  The "Other" column  includes
Partnership administration related items and income and expense not allocated to
the reportable segment.

   Three Months Ended June 30, 2000     Residential      Other       Totals

Rental income                             $ 1,507         $ --      $ 1,507
Other income                                   90             2          92
Interest expense                              197            --         197
Depreciation                                  235            --         235
General and administrative expense             --            67          67
Segment profit (loss)                         398           (65)        333


    Six Months Ended June 30, 2000      Residential      Other       Totals

Rental income                             $ 3,008         $ --      $ 3,008
Other income                                  152             3         155
Interest expense                              352            --         352
Depreciation                                  558            --         558
General and administrative expense             --           120         120
Segment profit (loss)                         751          (117)        634
Total assets                               10,103           251      10,354
Capital expenditures for investment
  properties                                  242            --         242


   Three Months Ended June 30, 1999     Residential      Other       Totals

Rental income                             $ 1,411         $ --      $ 1,411
Other income                                   71             2          73
Interest expense                              189            --         189
Depreciation                                  243            --         243
General and administrative expense             --            41          41
Segment profit (loss)                         402           (39)        363


    Six Months Ended June 30, 1999      Residential      Other       Totals

Rental income                             $ 2,834         $ --      $ 2,834
Other income                                  132             5         137
Interest expense                              380            --         380
Depreciation                                  499            --         499
General and administrative expense             --            94          94
Segment profit (loss)                         708           (89)        619
Total assets                               10,642           210      10,852
Capital expenditures for investment
  properties                                  611            --         611

<PAGE>

Note G - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the Partnership,  its Corporate  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging the acquisition of interests in certain general partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited  partnership units; the management of partnerships
by the  Insignia  affiliates;  and the  Insignia  Merger.  The  plaintiffs  seek
monetary damages and equitable  relief,  including  judicial  dissolution of the
Partnership.  On June 25, 1998,  the  Corporate  General  Partner filed a motion
seeking  dismissal  of the action.  In lieu of  responding  to the  motion,  the
plaintiffs have filed an amended complaint.  The Corporate General Partner filed
demurrers to the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims,  subject to final court approval,  on behalf of the Partnership
and all limited  partners  who owned  units as of November 3, 1999.  Preliminary
approval of the settlement  was obtained on November 3, 1999 from the Court,  at
which time the Court set a final approval  hearing for December 10, 1999.  Prior
to the December 10, 1999 hearing,  the Court received various  objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying them from the case. The Court will entertain applications for lead
counsel which must be filed by August 4, 2000. The Court has scheduled a hearing
on  August  21,  2000 to  address  the issue of  appointing  lead  counsel.  The
Corporate  General Partner does not anticipate  that costs  associated with this
case will be material to the Partnership's overall operations.

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

<PAGE>

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

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

The Partnership's  investment  properties consist of three apartment  complexes.
The following table sets forth the average  occupancy of the properties for each
of the six months ended June 30, 2000 and 1999:

                                                            Average
                                                           Occupancy

       Property                                       2000           1999
       Parktown Townhouses
          Deer Park, Texas                             94%            93%
       Raintree Apartments
          Anderson, South Carolina                     95%            96%
       Signal Pointe Apartments
          Winter Park, Florida                         95%            94%

Results of Operations

The  Partnership  realized  net income for the six months ended June 30, 2000 of
approximately  $634,000 compared to approximately $619,000 for the corresponding
period in 1999.  For the three month periods  ended June 30, 2000 and 1999,  the
Partnership  realized  net  income  of  approximately   $333,000  and  $363,000,
respectively.  The increase in net income for the six months ended June 30, 2000
is due to an increase in total revenues partially offset by an increase in total
expenses.  The  decrease in net income for the three  months ended June 30, 2000
was due to an  increase  in total  expenses  partially  offset by an increase in
total revenues.  Total expenses for the six months ended June 30, 2000 increased
primarily  due to an increase in operating and  depreciation  expenses and, to a
lesser  extent,  an  increase in general and  administrative  expense  partially
offset by a decrease in interest  expense.  Total  expenses for the three months
ended June 30, 2000  increased  primarily  due to an increase in  operating  and
general and administrative expenses.  Operating expense increased primarily as a
result of increased salary expense, insurance premiums, commissions, and bonuses
at all of the Partnership's properties.  Depreciation expense for the six months
ended June 30, 2000  increased  due to property  improvements  and  replacements
completed during the past twelve months.  Interest expense decreased for the six
months  ended June 30, 2000 due to a decrease in the  average  outstanding  debt
balances. Total revenues for the three and six month periods ended June 30, 2000
increased  primarily due to increased  rental  income.  Rental income  increased
primarily  due to increased  average  rental  rates at all of the  Partnership's
properties.  Partially  offsetting the increases in average rental rates for the
three and six months  ended June 30, 2000 was a slight  decrease in occupancy at
Raintree Apartments.

General and administrative  expense increased due to increased professional fees
associated with managing the Partnership. Included in general and administrative
expenses at both June 30, 2000 and 1999,  are  reimbursements  to the  Corporate
General  Partner  allowed under the Partnership  Agreement.  In addition,  costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory  agencies and the annual audit required by the Partnership  Agreement
are also included.

As part of the ongoing  business plan of the Registrant,  the Corporate  General
Partner  monitors  the  rental  market  environment  at each  of its  investment
properties  to assess  the  feasibility  of  increasing  rents,  maintaining  or
increasing  occupancy  levels and protecting the  Partnership  from increases in
expenses.  As part of this plan,  the  Corporate  General  Partner  attempts  to
protect  the  Partnership  from the  burden of  inflation-related  increases  in
expenses by increasing  rents and  maintaining a high overall  occupancy  level.
However, due to changing market conditions which can result in the use of rental
concessions and rental reductions to offset softening market  conditions,  there
is no guarantee that the Corporate  General Partner will be able to sustain such
a plan.

Liquidity and Capital Resources

At June 30, 2000, the Partnership had cash and cash equivalents of approximately
$483,000  compared to  approximately  $1,204,000 at June 30, 1999. Cash and cash
equivalents  decreased  approximately  $844,000 from the Partnership's  previous
year ended December 31, 1999. The decrease is due to  approximately  $742,000 of
cash used in investing  activities and approximately  $1,293,000 of cash used in
financing  activities which was partially offset by approximately  $1,191,000 of
cash  provided  by  operating  activities.  Cash  used in  investing  activities
consisted of deposits to escrow  accounts  maintained by the mortgage lender and
property  improvements  and  replacements.  Cash  used in  financing  activities
consisted  of  payments  of  principal  made on the  mortgages  encumbering  the
Registrant's  properties  and  distributions  to the partners.  The  Partnership
invests it working capital reserves in money market accounts.

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

Parktown Townhouses

For 2000,  the  Partnership  has  budgeted  approximately  $113,000  for capital
improvements  at  Parktown   Townhouses,   consisting  primarily  of  structural
improvements, floor covering replacements,  appliance replacements and HVAC unit
replacements.  During  the six  months  ended  June 30,  2000,  the  Partnership
completed approximately $58,000 of capital improvements, consisting primarily of
flooring covering replacements,  office equipment,  and appliance  replacements.
These improvements were funded from operating cash flow.

Raintree Apartments

For 2000,  the  Partnership  has  budgeted  approximately  $73,000  for  capital
improvements at Raintree Apartments,  consisting primarily of major landscaping,
floor covering  replacements and roof replacements.  During the six months ended
June 30, 2000, the Partnership  completed  approximately $58,000 of budgeted and
unbudgeted  capital  improvements,  consisting  primarily  of roof  replacement,
flooring   covering   replacements,   appliance   replacements,   swimming  pool
enhancements,  and  major  landscaping.  These  improvements  were  funded  from
operating cash flow.

Signal Pointe Apartments

For 2000,  the  Partnership  has  budgeted  approximately  $119,000  for capital
improvements at Signal Pointe Apartments, consisting primarily of floor covering
replacements,  appliance replacements and HVAC unit replacements. During the six
months ended June 30, 2000, the Partnership completed  approximately $126,000 of
budgeted and unbudgeted capital  improvements,  consisting primarily of flooring
covering,  appliance,  and air conditioning  replacements,  structural and other
improvements. These improvements were funded from operating cash flow.

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

The  Registrant's  current assets are thought to be sufficient for any near term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness of approximately $7,985,000, net of discount, is amortized over 257
months  with  required  balloon  payments  of  approximately  $7,370,000  due on
November 15, 2002. The Corporate  General Partner will attempt to refinance such
indebtedness  and/or sell the  properties  prior to such  maturity  date. If the
properties cannot be refinanced or sold for a sufficient  amount, the Registrant
may risk losing such properties through foreclosure.

During  the  six  months  ended  June  30,  2000,  the  Partnership   paid  cash
distributions  from  operations  of  approximately   $1,135,000   (approximately
$1,124,000 to the limited partners or $40.87 per limited  partnership  unit). No
distributions  were made during the six months ended June 30, 1999.  Future cash
distributions  will depend on the levels of net cash generated from  operations,
the  availability  of  cash  reserves,   and  the  timing  of  debt  maturities,
refinancings,  and/or property sales.  The Registrant's  distribution  policy is
reviewed  on a  semi-annual  basis.  Distributions  may  be  restricted  by  the
requirement  to deposit net operating  income (as defined in the mortgage  note)
into the reserve  account until the reserve account is funded in an amount equal
to a  minimum  of $400 and a  maximum  of  $1,000  per  apartment  unit for each
respective  property  for a total of  approximately  $341,000 to  $853,000.  The
reserve account balance at June 30, 2000 was approximately  $861,000.  There can
be no assurance,  however,  that the Partnership will generate  sufficient funds
from  operations  after  required  capital  expenditures  to  permit  additional
distributions  to its  partners  during  the  remainder  of 2000  or  subsequent
periods.


<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the Partnership,  its Corporate  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging the acquisition of interests in certain general partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited  partnership units; the management of partnerships
by the  Insignia  affiliates;  and the  Insignia  Merger.  The  plaintiffs  seek
monetary damages and equitable  relief,  including  judicial  dissolution of the
Partnership.  On June 25, 1998,  the  Corporate  General  Partner filed a motion
seeking  dismissal  of the action.  In lieu of  responding  to the  motion,  the
plaintiffs have filed an amended complaint.  The Corporate General Partner filed
demurrers to the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims,  subject to final court approval,  on behalf of the Partnership
and all limited  partners  who owned  units as of November 3, 1999.  Preliminary
approval of the settlement  was obtained on November 3, 1999 from the Court,  at
which time the Court set a final approval  hearing for December 10, 1999.  Prior
to the December 10, 1999 hearing,  the Court received various  objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying them from the case. The Court will entertain applications for lead
counsel which must be filed by August 4, 2000. The Court has scheduled a hearing
on  August  21,  2000 to  address  the issue of  appointing  lead  counsel.  The
Corporate  General Partner does not anticipate  that costs  associated with this
case will be material to the Partnership's overall operations.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

               Exhibit 27, Financial Data Schedule, is filed as an exhibit to
               this report.

            b) Reports on Form 8-K filed during the quarter ended June 30, 2000:

               None.


<PAGE>


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                    SHELTER PROPERTIES II

                                    By:   Shelter Realty II Corporation
                                          Corporate General Partner

                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President

                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President and
                                          Controller

                                    Date: