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

                                   Form 10-QSB

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

                 For the quarterly period ended June 30, 2005

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


             For the transition period from _________to _________

                         Commission file number 0-10256


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



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

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

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


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


<PAGE>



                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS


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

                                  June 30, 2005

<TABLE>
<CAPTION>


<S>                                                            <C>           <C>
Assets
   Cash and cash equivalents                                                 $ 251
   Receivables and deposits                                                      227
   Restricted escrows                                                            304
   Other assets                                                                  606
   Investment properties:
      Land                                                    $ 1,630
      Buildings and related personal property                   28,482
                                                                              30,112
      Less accumulated depreciation                            (18,448)       11,664

                                                                            $ 13,052
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 57
   Tenant security deposit liabilities                                           121
   Accrued property taxes                                                        235
   Other liabilities                                                             349
   Due to affiliates (Note C)                                                    955
   Mortgage notes payable                                                     14,736

Partners' Deficit
   General partners                                             $ (83)
   Limited partners (27,500 units issued and
      outstanding)                                              (3,318)       (3,401)

                                                                            $ 13,052
</TABLE>


                See Accompanying Notes to Financial Statements

<PAGE>




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

<TABLE>
<CAPTION>


                                             Three Months Ended         Six Months Ended
                                                  June 30,                  June 30,
                                             2005          2004         2005         2004
Revenues:
<S>                                         <C>          <C>          <C>          <C>
   Rental income                            $ 1,329      $ 1,107      $ 2,629      $ 2,211
   Other income                                 135          155          262          313
   Casualty gain (Note D)                        67           --           67           --
       Total revenues                         1,531        1,262        2,958        2,524

Expenses:
  Operating                                     723          616        1,115        1,181
  General and administrative                     50           56           92          110
  Depreciation                                  284          272          561          542
  Interest                                      289          284          578          572
  Property taxes                                127          105          236          207
       Total expenses                         1,473        1,333        2,582        2,612

Net income (loss)                            $ 58         $ (71)       $ 376        $ (88)

Net income (loss) allocated to
  general partners (1%)                       $ 1          $ (1)        $ 4          $ (1)
Net income (loss) allocated to
  limited partners (99%)                         57          (70)         372          (87)

                                             $ 58         $ (71)       $ 376        $ (88)

Net income (loss) per limited
  partnership unit                          $ 2.07       $ (2.55)     $ 13.53      $ (3.16)

</TABLE>

                See Accompanying Notes to Financial Statements


<PAGE>




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

<TABLE>
<CAPTION>


                                       Limited
                                     Partnership     General      Limited
                                        Units        Partners    Partners      Total

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

Partners' deficit at
  December 31, 2004                     27,500        $ (87)      $(3,690)     $(3,777)

Net income for the six months
  ended June 30, 2005                       --             4          372         376

Partners' deficit at
  June 30, 2005                         27,500        $ (83)      $(3,318)    $(3,401)

</TABLE>

                See Accompanying Notes to Financial Statements


<PAGE>


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

                                                                  Six Months Ended
                                                                        June 30,
                                                                  2005         2004
Cash flows from operating activities:
<S>                                                              <C>          <C>
   Net income (loss)                                             $ 376        $ (88)
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
      Depreciation                                                  561          542
      Casualty gain                                                 (67)          --
      Amortization of loan costs                                     12           12
      Change in accounts:
        Receivables and deposits                                    130          (30)
        Other assets                                                (54)        (134)
        Accounts payable                                            (55)          39
        Tenant security deposit liabilities                           2          (13)
        Accrued property taxes                                      (13)         (37)
        Due to affiliate                                             (6)         (80)
        Other liabilities                                          (253)        (126)
            Net cash provided by operating activities               633           85

Cash flows from investing activities:
   Property improvements and replacements                          (809)        (159)
   Insurance proceeds received                                      322           --
   Net deposits to restricted escrows                               (46)          --
            Net cash used in investing activities                  (533)        (159)

Cash flows from financing activities:
   Payments on mortgage notes payable                              (251)        (234)
   Advances from affiliate                                          308           --
   Repayment of advances from affiliate                              --         (740)
            Net cash provided by (used in) financing
               activities                                            57         (974)

Net increase (decrease) in cash and cash equivalents                157       (1,048)

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

Cash and cash equivalents at end of period                       $ 251        $ 333

Supplemental disclosure of cash flow information:
   Cash paid for interest                                        $ 537        $ 585
Supplemental disclosure of non-cash flow information:
   Property improvements and replacements in accounts
    payable                                                       $ 67        $ --
</TABLE>

Included in property improvements and replacements for the six months ended June
30,  2005 is  approximately  $51,000 of  improvements,  which were  included  in
accounts payable at December 31, 2004.

                See Accompanying Notes to Financial Statements


<PAGE>



                              SHELTER PROPERTIES II
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note A - Basis of Presentation

The accompanying  unaudited  financial  statements of Shelter Properties II (the
"Partnership" or  "Registrant")  have been prepared in accordance with generally
accepted  accounting  principles for interim financial  information and with the
instructions  to Form 10-QSB and Item 310 (b) of  Regulation  S-B.  Accordingly,
they do not include all of the information  and footnotes  required by generally
accepted accounting principles for complete financial statements. In the opinion
of  Shelter  Realty  II  Corporation  (the  "Corporate  General  Partner"),  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the six month period
ended June 30, 2005, are not  necessarily  indicative of the results that may be
expected for the fiscal year ending December 31, 2005. For further  information,
refer  to  the  financial  statements  and  footnotes  thereto  included  in the
Partnership's Annual Report on Form 10-KSB for the year ended December 31, 2004.
The  Corporate  General  Partner is a  subsidiary  of Apartment  Investment  and
Management  Company  ("AIMCO"),  a publicly traded real estate investment trust.
The non-corporate general partner, AIMCO Properties,  L.P., is also an affiliate
of AIMCO.

Note B - Reconciliation of Cash Flows

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

                                                                Six Months Ended
                                                                   June 30,
                                                               2005          2004
                                                                 (in thousands)
<S>                                                           <C>            <C>
Net cash provided by operating activities                     $ 633          $ 85
  Payments on mortgage notes payable                            (251)          (234)
  Property improvements and replacements                        (809)          (159)
  Change in restricted escrows, net                              (46)            --
  Repayments to affiliates on advances for operations             --           (740)
  Advances from affiliates for operations                        308             --
  Changes in reserves for net operating liabilities              249            381
   Additional reserves                                           (84)            --
      Net cash used in operations                              $ --         $ (667)
</TABLE>

During the six  months  ended  June 30,  2005,  the  Corporate  General  Partner
reserved  approximately  $84,000 to fund capital improvements and repairs at the
Partnership's investment properties.  Distributions made from reserves no longer
considered  necessary by the  Corporate  General  Partner are  considered  to be
additional cash from operations for allocation purposes.

Note C - Transactions with Affiliated Parties

The  Partnership  has no employees and depends on the Corporate  General Partner
and its  affiliates for the management  and  administration  of all  Partnership
activities.  The  Partnership  Agreement  provides  for (i) certain  payments to
affiliates for services and (ii)  reimbursement of certain expenses  incurred by
affiliates on behalf of the Partnership.

Affiliates of the Corporate  General  Partner  receive 5% of gross receipts from
both of the  Partnership's  properties as  compensation  for providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$142,000  and  $131,000  for the six  months  ended  June  30,  2005  and  2004,
respectively, which is included in operating expenses.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $159,000 and
$78,000 for the six months ended June 30, 2005 and 2004, respectively,  which is
included in general and administrative  expenses and investment properties.  The
portion of these  reimbursements  included in investment  properties for the six
months ended June 30, 2005 are fees related to construction  management services
provided by an  affiliate  of the  Corporate  General  Partner of  approximately
$98,000.  No such fees were  charged  during the six months ended June 30, 2004.
The construction management service fees are calculated based on a percentage of
additions to the investment properties.

In accordance with the Partnership Agreement,  the Corporate General Partner has
loaned the Partnership funds primarily to assist in the  redevelopment  required
at Parktown  Townhouses due to flood damage as well as operations at both of the
Partnership's  properties.  During  the six  months  ended  June  30,  2005  the
Corporate General Partner advanced the Partnership approximately $308,000 to pay
real estate taxes at Parktown  Townhouse and for accounts payable resulting from
the hurricane damage to Signal Pointe  Apartments in 2004. During the six months
ended June 30,  2004,  the  Partnership  made  payments on previous  advances of
approximately  $740,000.  As of June 30, 2005 the  indebtedness to the Corporate
General Partner is approximately $850,000,  including accrued interest, which is
included in due to affiliates on the  accompanying  balance  sheet.  Interest on
advances  is  charged  at the prime  rate  plus 2%,  or 8.25% at June 30,  2005.
Interest expense was  approximately  $30,000 and $6,000 for the six months ended
June 30, 2005 and 2004, respectively.

During  1983,  a payable to the general  partners of  approximately  $58,000 was
accrued for sales commissions earned. In addition,  during 2003, the Partnership
accrued a sales commission due to the Corporate General Partner of approximately
$47,000 related to the sale of Raintree Apartments.  Pursuant to the Partnership
Agreement,  these liabilities  cannot be paid until certain levels of return are
received by the limited  partners.  As of June 30, 2005,  the level of return to
the limited partners has not been met and these obligations were included in due
to affiliates on the accompanying balance sheet.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Corporate  General Partner.  During the six months ended June 30, 2005 and 2004,
the  Partnership was charged by AIMCO and its affiliates  approximately  $73,000
and $70,000,  respectively,  for hazard  insurance  coverage and fees associated
with policy claims administration.


<PAGE>



Note D - Casualty Events

During  August  and  September  2004,  one  of  the   Partnership's   investment
properties, Signal Pointe Apartments,  incurred damages from Hurricanes Charlie,
Frances and Jeanne. In 2004, the property estimated damages to the building from
all  three  hurricanes  of  approximately  $441,000.  The  Partnership  received
insurance  proceeds of  approximately  $131,000 and wrote off damaged  assets of
approximately  $36,000,  which resulted in the recognition of a casualty gain of
approximately  $95,000  during 2004.  During the six months ended June 30, 2005,
the Partnership  revised the estimated  damages to the building to approximately
$753,000.  During the six months ended June 30, 2005, the  Partnership  received
additional insurance proceeds of approximately  $86,000 and wrote off additional
net  assets of  approximately  $53,000  which  resulted  in a  casualty  gain of
approximately  $33,000.  Subsequent to June 30, 2005, the  Partnership  received
additional insurance proceeds of approximately $41,000, as final payment.

In addition to building damages,  the Partnership  estimated clean up costs from
the three  hurricanes  of  approximately  $312,000,  which  were not  covered by
insurance  proceeds.  These costs were accrued at December 31, 2004.  During the
six months ended June 30, 2005, the Partnership  obtained  additional details on
the  costs to be  incurred  and  revised  the  estimates  for  clean up costs to
approximately  $45,000.  As a result,  the  Partnership  reduced the accrual for
these costs by approximately $267,000, which is included in operating expenses.

During  October 2004, one of the  Partnership's  investment  properties,  Signal
Pointe Apartments, incurred damage from a fire. During the six months ended June
30, 2005, the Partnership  received insurance proceeds of approximately  $44,000
and wrote off net assets of approximately  $10,000  resulting in a casualty gain
of approximately $34,000.

During February 2005, one of the Partnership's  investment properties,  Parktown
Townhouses,  incurred  approximately  $309,000  in  damages  from  a  fire.  The
Partnership received insurance proceeds of approximately $192,000 during the six
months ended June 30, 2005, and wrote off net assets of approximately  $267,000.
The  Partnership did not recognize a loss related to this casualty as additional
insurance proceeds are expected to be received. In addition to building damages,
the  Partnership  incurred  clean  up and  emergency  costs  from  the  fire  of
approximately $59,000, which were not covered by insurance proceeds. These costs
are included in operating expenses.

Note E - Contingencies

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial  dissolution.  On January 28, 2002, the trial court granted  defendants
motion to strike the complaint. 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".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  On June 10, 2005, the California  Supreme Court
denied  Objector's  Petition for Review and the Court of Appeals sent the matter
back to the trial court on June 21,  2005.  The parties  intend to ask the trial
court to make further findings in connection with settlement consistent with the
Court of Appeal's  remand order.  With respect to the related Heller appeal,  on
July 28, 2005, the Court of Appeal reversed the trial court's order striking the
first amended complaint.

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,  are  defendants  in a  lawsuit
alleging that they willfully  violated the Fair Labor  Standards Act ("FLSA") by
failing to pay  maintenance  workers  overtime for all hours worked in excess of
forty per week.  The complaint  attempts to bring a collective  action under the
FLSA and seeks to certify state  subclasses  in  California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. and NHP  Management  Company failed to compensate  maintenance  workers for
time  that they were  required  to be  "on-call".  Additionally,  the  complaint
alleges AIMCO  Properties L.P. and NHP Management  Company failed to comply with
the FLSA in compensating maintenance workers for time that they worked in excess
of 40 hours in a week.  On June 23, 2005 the Court  conditionally  certified the
collective  action on both the on-call and  overtime  issues.  The Court  ruling
allows  plaintiffs to provide notice of the collective  action to all non-exempt
maintenance  workers from August 7, 2000 through the  present.  Those  employees
will have the  opportunity to opt-in to the collective  action.  Defendants have
asked the Court to  reconsider  its  ruling or in the  alternative  certify  the
ruling for appeal on that issue. After the notice goes out, defendants will have
the  opportunity to move to decertify the collective  action.  The Court further
denied  plaintiffs'  Motion for Certification of the state subclasses.  Although
the outcome of any  litigation is  uncertain,  AIMCO  Properties,  L.P. does not
believe that the ultimate  outcome  will have a material  adverse  effect on its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Corporate General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's  financial  condition or results of
operations.

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 a national  policy and procedures to prevent or eliminate mold
from its  properties  and the  Corporate  General  Partner  believes  that these
measures will  minimize the effects that mold could have on residents.  To date,
the Partnership  has not incurred any material costs or liabilities  relating to
claims of mold exposure or to abate mold  conditions.  Because the law regarding
mold is unsettled and subject to change the Corporate  General  Partner can make
no assurance that liabilities resulting from the presence of or exposure to mold
will not have a material adverse effect on the Partnership's financial condition
or results of operations.

SEC Investigation

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


<PAGE>




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

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending   claims  and  any  adverse   outcomes  and   possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

The Partnership's  investment properties consist of two apartment complexes. The
following  table sets forth the average  occupancy of the properties for each of
the six months ended June 30, 2005 and 2004:
<TABLE>
<CAPTION>

                                                            Average
                                                           Occupancy
       Property                                        2005          2004

       Parktown Townhouses (1)
<S>                                                    <C>            <C>
          Deer Park, Texas                             89%            75%
       Signal Pointe Apartments (2)
          Winter Park, Florida                         97%            93%
</TABLE>

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

(2)   The Corporate General Partner attributes the increase in average occupancy
      at Signal Pointe Apartments to strong local market conditions.

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.



<PAGE>


Results of Operations

The  Partnership's  net income for the three and six months  ended June 30, 2005
was approximately  $58,000 and $376,000,  respectively,  compared to net loss of
approximately  $71,000 and $88,000 for the  corresponding  periods in 2004.  The
decrease  in net loss for the  three  months  ended  June 30,  2005 is due to an
increase in total revenues  partially  offset by an increase in total  expenses.
The  decrease  in net loss for the six months  ended June 30,  2005 is due to an
increase in total revenues and a decrease in total expenses.  Total revenues for
both periods increased due to an increase in rental income and casualty gain (as
discussed below)  partially offset by a decrease in other income.  Rental income
increased  due to an  increase  in the  average  rental  rates at Signal  Pointe
Apartments  and an increase in  occupancy  and a decrease in bad debt expense at
both of the Partnership's investment properties. Other income decreased due to a
decrease  in lease  cancellation  fees at both of the  Partnership's  investment
properties.

Total  expenses  increased  for the  three  months  ended  June 30,  2005 due to
increases in operating,  depreciation and property tax expenses.  Total expenses
decreased  for the six months  ended June 30, 2005 due to decreases in operating
and  general  and  administrative  expenses  partially  offset by  increases  in
depreciation  and property tax expenses.  Operating  expense for the three month
period  increased  due to an  increase  in  property  and  maintenance  expense.
Operating  expense for the six month period  decreased  due to a decrease in the
estimated clean up costs related to hurricane damage sustained in 2004 partially
offset by an increase in property  expense.  Property  expense for both  periods
increased  due to an increase in payroll  and related  benefits  and in contract
courtesy patrol at both investment properties. Maintenance expense increased for
the three month period due to clean up and  emergency  costs  incurred  from the
fire at Parktowne Townhouses, as discussed below. Depreciation expense increased
for both  periods  due to assets  placed  into  service  during the past  twelve
months, which are now being depreciated. Property tax expense increased for both
periods due to an increase in the assessed value at Parktowne Townhomes.

During  August  and  September  2004,  one  of  the   Partnership's   investment
properties, Signal Pointe Apartments,  incurred damages from Hurricanes Charlie,
Frances and Jeanne. In 2004, the property estimated damages to the building from
all  three  hurricanes  of  approximately  $441,000.  The  Partnership  received
insurance  proceeds of  approximately  $131,000 and wrote off damaged  assets of
approximately  $36,000,  which resulted in the recognition of a casualty gain of
approximately  $95,000  during 2004.  During the six months ended June 30, 2005,
the Partnership  revised the estimated  damages to the building to approximately
$753,000.  During the six months ended June 30, 2005, the  Partnership  received
additional insurance proceeds of approximately  $86,000 and wrote off additional
net  assets of  approximately  $53,000  which  resulted  in a  casualty  gain of
approximately $33,000.

In addition to building damages,  the Partnership  estimated clean up costs from
the three  hurricanes  of  approximately  $312,000,  which  were not  covered by
insurance  proceeds.  These costs were accrued at December 31, 2004.  During the
six months ended June 30, 2005, the Partnership  obtained  additional details on
the  costs to be  incurred  and  revised  the  estimates  for  clean up costs to
approximately  $45,000.  As a result,  the  Partnership  reduced the accrual for
these costs by approximately $267,000, which is included in operating expenses.

During  October 2004, one of the  Partnership's  investment  properties,  Signal
Pointe Apartments, incurred damage from a fire. During the six months ended June
30, 2005, the Partnership  received insurance proceeds of approximately  $44,000
and wrote off net assets of approximately  $10,000  resulting in a casualty gain
of approximately $34,000.



<PAGE>


During February 2005, one of the Partnership's  investment properties,  Parktown
Townhouses,  incurred  approximately  $309,000  in  damages  from  a  fire.  The
Partnership received insurance proceeds of approximately $192,000 during the six
months ended June 30, 2005, and wrote off net assets of approximately  $267,000.
The  Partnership did not recognize a loss related to this casualty as additional
insurance proceeds are expected to be received. In addition to building damages,
the  Partnership  incurred  clean  up and  emergency  costs  from  the  fire  of
approximately $59,000, which were not covered by insurance proceeds. These costs
are included in operating expenses.

General and  administrative  expense decreased for the six months ended June 30,
2005  due to a  decrease  in the cost of  services  included  in the  management
reimbursements to the Corporate General Partner as allowed under the Partnership
Agreement.  Also  included  in general  and  administrative  expenses  are costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory agencies and the annual audit required by the Partnership Agreement.

Liquidity and Capital Resources

At June 30, 2005, the Partnership had cash and cash equivalents of approximately
$251,000  compared to  approximately  $333,000 at June 30,  2004.  Cash and cash
equivalents  increased  approximately  $157,000  from  December  31, 2004 due to
approximately  $633,000 and $57,000 of cash  provided by operating and financing
activities,  respectively,  partially offset by  approximately  $533,000 of cash
used in investing activities. Cash provided by financing activities consisted of
advances  received from an affiliate of the Corporate  General Partner partially
offset by payments of principal on the mortgages  encumbering the  Partnership's
properties. Cash used in investing activities consisted of property improvements
and replacements and deposits to restricted escrow accounts  partially offset by
insurance  proceeds  received.  The  Partnership  invests its working capital in
interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state,  and local  legal and  regulatory  requirements.  The  Corporate  General
Partner  monitors  developments in the area of legal and regulatory  compliance.
For example,  the  Sarbanes-Oxley  Act of 2002  mandates or suggests  additional
compliance  measures  with  regard to  governance,  disclosure,  audit and other
areas.  In light of these changes,  the  Partnership  expects that it will incur
higher expenses related to compliance.  Capital improvements planned for each of
the Partnership's properties are detailed below.

Parktown Townhouses

The  Partnership  completed  approximately  $146,000 of capital  improvements at
Parktown  Townhouses  during the six  months  ended  June 30,  2005,  consisting
primarily of parking lot improvements, exterior painting and appliance and floor
covering replacements.  These improvements were funded from operating cash flow.
The  Partnership  regularly  evaluates  the  capital  improvement  needs  of the
property.  While  the  Partnership  has no  material  commitments  for  property
improvements  and  replacements,   certain  routine  capital   expenditures  are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition of the property as well as  replacement  reserves and the  anticipated
cash flow generated by the property.



<PAGE>


Signal Pointe Apartments

The  Partnership  completed  approximately  $679,000 of capital  improvements at
Signal Pointe Apartments  during the six months ended June 30, 2005,  consisting
primarily of HVAC improvements,  termite prevention, floor covering replacements
and   reconstruction   of  the  damage  caused  by  hurricanes  in  2004.  These
improvements  were  funded  from  operating  cash  flow,   insurance   proceeds,
replacement  reserves and advances  from an affiliate of the  Corporate  General
Partner.  The Partnership  regularly  evaluates the capital improvement needs of
the property.  While the  Partnership  has no material  commitments for property
improvements and replacements, certain routine capital expenditures and casualty
reconstruction  are  anticipated  during 2005.  Such capital  expenditures  will
depend on the physical condition of the property as well as insurance  proceeds,
replacement reserves and the anticipated cash flow generated by the property.

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

The  Partnership's  assets are thought to be sufficient  for any near term needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness   encumbering  the   Partnership's   properties  of   approximately
$14,736,000  is  amortized  over 240 months  with a maturity  date of January 1,
2021, at which time the loans are scheduled to be fully amortized.

No  distributions  were made during the six months ended June 30, 2005 and 2004.
Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities, property sales and/or refinancings. The Partnership's cash available
for distribution is reviewed on a monthly basis.  There can be no assurance that
the Partnership  will generate  sufficient  funds from operations after required
capital  expenditures and advance  repayments to permit any distributions to its
partners in the year 2005 or subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 21,217.5 limited  partnership units
(the "Units") in the Partnership representing 77.15% of the outstanding Units at
June 30, 2005. A number of these Units were  acquired  pursuant to tender offers
made by AIMCO or its  affiliates.  It is possible  that AIMCO or its  affiliates
will acquire  additional Units in exchange for cash or a combination of cash and
units in AIMCO  Properties,  L.P., the operating  partnership  of AIMCO,  either
through  private  purchases  or  tender  offers.  Pursuant  to  the  Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Corporate General Partner.  As a result of its ownership of 77.15% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
such voting  decisions with respect to the  Partnership.  Although the Corporate
General  Partner  owes  fiduciary   duties  to  the  limited   partners  of  the
Partnership,  the Corporate  General Partner also owes fiduciary duties to AIMCO
as its sole  stockholder.  As a  result,  the  duties of the  Corporate  General
Partner,  as  corporate  general  partner,  to the  Partnership  and its limited
partners may come into conflict with the duties of the Corporate General Partner
to AIMCO as its sole stockholder.



<PAGE>


Critical Accounting Policies and Estimates

The financial  statements are prepared in accordance with accounting  principles
generally  accepted in the United States,  which require the Partnership to make
estimates and  assumptions.  The  Partnership  believes that of its  significant
accounting  policies,  the following may involve a higher degree of judgment and
complexity.

Impairment of Long-Lived Assets

Investment  properties  are  recorded at cost,  less  accumulated  depreciation,
unless  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying  amount of a property may be  impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

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

Revenue Recognition

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



<PAGE>


ITEM 3.     CONTROLS AND PROCEDURES

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

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



<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial  dissolution.  On January 28, 2002, the trial court granted  defendants
motion to strike the complaint. 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".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  On June 10, 2005, the California  Supreme Court
denied  Objector's  Petition for Review and the Court of Appeals sent the matter
back to the trial court on June 21,  2005.  The parties  intend to ask the trial
court to make further findings in connection with settlement consistent with the
Court of Appeal's  remand order.  With respect to the related Heller appeal,  on
July 28, 2005, the Court of Appeal reversed the trial court's order striking the
first amended complaint.



<PAGE>


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 General  Partner,  are  defendants in a lawsuit  alleging that
they willfully  violate the Fair Labor  Standards Act ("FLSA") by failing to pay
maintenance  workers  overtime for all hours worked in excess of forty per week.
The complaint  attempts to bring a collective action under the FLSA and seeks to
certify state subclasses in California,  Maryland, and the District of Columbia.
Specifically,  the  plaintiffs  contend  that  AIMCO  Properties  L.P.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call".  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating maintenance workers for time that they worked in excess of 40 hours
in a week. On June 23, 2005 the Court  conditionally  certified  the  collective
action  on both the  on-call  and  overtime  issues.  The  Court  ruling  allows
plaintiffs  to  provide  notice  of the  collective  action  to  all  non-exempt
maintenance  workers from August 7, 2000 through the  present.  Those  employees
will have the  opportunity to opt-in to the collective  action.  Defendants have
asked the Court to  reconsider  its  ruling or in the  alternative  certify  the
ruling for appeal on that issue. After the notice goes out, defendants will have
the  opportunity to move to decertify the collective  action.  The Court further
denied  plaintiffs'  Motion for Certification of the state subclasses.  Although
the outcome of any  litigation is  uncertain,  AIMCO  Properties,  L.P. does not
believe that the ultimate  outcome  will have a material  adverse  effect on its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Corporate General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's  financial  condition or results of
operations.

ITEM 5.     OTHER INFORMATION

            None.

ITEM 6.     EXHIBITS

            See Exhibit Index.



<PAGE>


                                   SIGNATURES



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



                                    SHELTER PROPERTIES II


                                    By:   Shelter Realty II Corporation
                                          Corporate General Partner


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


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


                                    Date: August 15, 2005



<PAGE>


                                  EXHIBIT INDEX


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].

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

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

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

   (iii) Contracts related to refinancing of debt:

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

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

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

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

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

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


<PAGE>




Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


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

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

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

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

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

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

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date:  August 15, 2005

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


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

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

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

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

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

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

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date:  August 15, 2005

                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice President of Shelter Realty II
                                    Corporation, equivalent of the chief
                                    financial officer of the Partnership

<PAGE>


Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002



In connection with the Quarterly Report on Form 10-QSB of Shelter  Properties II
Limited Partnership (the "Partnership"), for the quarterly period ended June 30,
2005 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the "Report"), Martha L. Long, as the equivalent of the Chief Executive Officer
of the  Partnership,  and  Stephen B.  Waters,  as the  equivalent  of the Chief
Financial  Officer of the  Partnership,  each hereby  certifies,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:


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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  August 15, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  August 15, 2005


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