UNITED STATES
                       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 March 31, 2003

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


                For the transition period from _________to _________

                         Commission file number 0-10256


                              SHELTER PROPERTIES II
             (Exact name of registrant as specified in its charter)



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

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

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

<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS


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

                                 March 31, 2003

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $   345
   Receivables and deposits                                                      266
   Restricted escrows                                                            256
   Other assets                                                                  621
   Investment properties:
      Land                                                    $ 1,814
      Buildings and related personal property                   31,427
                                                                33,241
      Less accumulated depreciation                            (19,845)       13,396

                                                                            $ 14,884
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 82
   Tenant security deposit liabilities                                           194
   Accrued property taxes                                                        115
   Other liabilities                                                             386
   Due to general partner                                                      1,915
   Mortgage notes payable                                                     18,695

Partners' Deficit
   General partners                                            $ (114)
   Limited partners (27,500 units issued and
      outstanding)                                              (6,389)       (6,503)

                                                                            $ 14,884

                   See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>

                                                               Three Months Ended
                                                                  March 31,
                                                              2003             2002
Revenues:
<S>                                                          <C>              <C>
   Rental income                                             $1,422           $1,044
   Other income                                                 152              100
   Casualty gain (Note D)                                       527               --
      Total revenues                                          2,101            1,144

Expenses:
   Operating                                                    708              663
   General and administrative                                    62               83
   Depreciation                                                 317              216
   Interest                                                     380              301
   Property taxes                                               115               90
      Total expenses                                          1,582            1,353

Net income (loss)                                             $ 519           $ (209)

Net income (loss) allocated to general partners (1%)           $ 5             $ (2)

Net income (loss) allocated to limited partners (99%)           514             (207)

                                                              $ 519           $ (209)

Net income (loss) per limited partnership unit               $18.69           $(7.53)

                   See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>

                                       Limited
                                     Partnership     General      Limited
                                        Units        Partners    Partners      Total

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

Partners' deficit at
   December 31, 2002                    27,500        $ (119)     $(6,903)     $(7,022)

Net income for the three months
   ended March 31, 2003                     --             5          514         519

Partners' deficit at
   March 31, 2003                       27,500        $ (114)     $(6,389)    $(6,503)

                   See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

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

                                                                  Three Months Ended
                                                                       March 31,
                                                                   2003         2002
Cash flows from operating activities:
<S>                                                               <C>          <C>
  Net income (loss)                                               $ 519        $ (209)
  Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
     Depreciation                                                    317          216
     Casualty gain                                                  (527)          --
     Amortization of loan costs                                        7            7
     Change in accounts:
      Receivables and deposits                                       781        1,604
      Other assets                                                   (54)        (165)
      Accounts payable                                               (51)         591
      Tenant security deposit liabilities                              6           30
      Accrued property taxes                                         (74)        (130)
      Due to General Partner                                          15           25
      Other liabilities                                              124           73
        Net cash provided by operating activities                  1,063        2,042

Cash flows from investing activities:
   Property improvements and replacements                           (167)      (2,644)
   Insurance proceeds received                                       527           --
   Net (deposits to) withdrawals from restricted escrows              (1)       2,753
        Net cash provided by investing activities                    359          109

Cash flows from financing activities:
   Payments on mortgage notes payable                               (128)        (119)
   Advances from affiliate                                            30          248
   Repayments of advances from affiliate                          (1,340)      (2,757)
        Net cash used in financing activities                     (1,438)      (2,628)

Net decrease in cash and cash equivalents                            (16)        (477)

Cash and cash equivalents at beginning of period                     361          678

Cash and cash equivalents at end of period                        $ 345        $ 201

Supplemental disclosure of cash flow information:
   Cash paid for interest                                         $ 377        $ 415

                   See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

                              SHELTER PROPERTIES II
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The accompanying  unaudited  financial  statements of Shelter Properties II (the
"Partnership" or  "Registrant")  have been prepared in accordance with generally
accepted  accounting  principles for interim financial  information and with the
instructions  to Form 10-QSB and Item 310 (b) of  Regulation  S-B.  Accordingly,
they do not include all of the information  and footnotes  required by generally
accepted accounting principles for complete financial statements. In the opinion
of  Shelter  Realty  II  Corporation  (the  "Corporate  General  Partner"),  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have been  included.  Operating  results for the three month
period ended March 31, 2003, are not necessarily  indicative of the results that
may be expected  for the fiscal  year  ending  December  31,  2003.  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,
2002. 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  from  operations",  as  defined  in the  partnership
agreement.  However,  "Net cash from  operations"  should not be  considered  an
alternative  to  net  income  as an  indicator  of the  Partnership's  operating
performance or to cash flows as a measure of liquidity.
<TABLE>
<CAPTION>

                                                           Three Months Ended
                                                               March 31,
                                                           2003            2002
                                                             (in thousands)
   Net cash provided by operating activities             $ 1,063          $ 2,042
<S>                                                         <C>              <C>
     Payments on mortgage notes payable                     (128)            (119)
     Property improvements and replacements                 (167)          (2,644)
     Change in restricted escrows, net                        (1)           2,753
     Repayments to affiliates on advances for
       operations                                             --             (247)
     Advances from affiliates for operations                  30               81
     Changes in reserves for net operating
       liabilities                                          (747)          (2,003)
   Additional reserves                                       (50)              --

         Net cash from operations                         $ --            $ (137)
</TABLE>

The Corporate General Partner reserved  approximately  $50,000 at March 31, 2003
to fund  capital  improvements  and  repairs at its  properties.  The  Corporate
General Partner believed it to be in the best interest of the Partnership to use
cash  from  operations  of  approximately  $137,000  at March  31,  2002 to fund
continuing   capital   improvements  in  order  for  the  properties  to  remain
competitive.

Note C - Transactions with Affiliated Parties

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

During  the three  months  ended  March 31,  2003 and  2002,  affiliates  of the
Corporate General Partner were entitled to receive 5% of gross receipts from all
of  the  Partnership's   properties  as  compensation  for  providing   property
management  services.  The  Partnership  paid to such  affiliates  approximately
$79,000  and  $55,000  for the  three  months  ended  March  31,  2003 and 2002,
respectively,  which is  included  in  operating  expenses.  At March 31,  2003,
approximately  $98,000 of these fees were accrued and included in due to general
partner.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $44,000 and
$457,000 for the three months ended March 31, 2003 and 2002, respectively, which
is included in general and  administrative  expenses and investment  properties.
Included in these amounts are fees related to construction  management  services
provided by an  affiliate  of the  Corporate  General  Partner of  approximately
$395,000 for the three months ended March 31, 2002. No such amounts were charged
during the three  months  ended  March 31,  2003.  The  construction  management
service fees are calculated based on a percentage of additions to the investment
properties.

During  1983,  a payable to the general  partners of  approximately  $58,000 was
accrued for sales commissions  earned and is included in due to General Partner.
Pursuant  to the  Partnership  Agreement,  this  liability  cannot be paid until
certain levels of return are received by the limited  partners.  As of March 31,
2003, the level of return to the limited partners has not been met.

In accordance with the Partnership Agreement,  the Corporate General Partner has
loaned the Partnership funds primarily to assist in the  redevelopment  required
at Parktown  Townhouses  due to flood damage as well as the operations of all of
the Partnership's investment properties. During the three months ended March 31,
2003 the Partnership made principal  payments of approximately  $1,340,000,  and
received new principal advances of approximately  $30,000.  As of March 31, 2003
the indebtedness to the Corporate  General Partner is approximately  $1,759,000,
including  accrued  interest.  Interest  is  charged  at the prime rate plus 2%.
Interest  expense was  approximately  $33,000  and $92,000 for the three  months
ended March 31, 2003 and 2002, respectively.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Corporate  General  Partner.  During 2003 and 2002, the  Partnership's  cost for
insurance  coverage  and  fees  associated  with  policy  claims  administration
provided by AIMCO and its affiliates will be approximately $85,000 and $103,000,
respectively.

Note D - Casualty

During June 2001,  Parktown  Townhouses incurred extensive damage as a result of
severe flooding which affected  certain areas of Texas. The  reconstruction  and
mold remediation of the property took place during 2002 and 2001 and all repairs
were  substantially  complete at the end of 2002.  As a result,  in 2002 the net
assets were  written off and the  Partnership  recorded a casualty  gain for the
insurance  proceeds received in excess of the net assets written off. During the
three months ended March 31, 2003,  additional insurance proceeds related to the
reconstruction of approximately  $527,000 were received and were recognized as a
casualty gain.  Approximately $209,000 related to lost rents remains in accounts
receivable at March 31, 2003.

Due to the  reconstruction,  the property was largely  physically  vacant during
2002.  As a result,  interest,  property  taxes and certain  operating  expenses
totaling  approximately  $149,000,  $80,000  and  $33,000,  respectively,   were
capitalized  during the three  months  ended  March 31,  2002.  During the three
months ended March 31, 2003, no such costs were capitalized.

Note E - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Corporate General Partner filed a motion seeking dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended complaint.  The Corporate General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Corporate General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the trial date of January
13, 2003 (as well as the pre-trial and discovery  cut-off  dates) and stayed the
case in its entirety  through November 7, 2002 so that the parties could have an
opportunity  to discuss  settlement.  On October 30, 2002,  the court entered an
order extending the stay in effect through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action  described below. On April
4, 2003, the Court preliminarily approved the settlement and scheduled a hearing
on final approval for June 2, 2003.

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

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

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.

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 report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  The discussions of the  Registrant's
business  and  results  of  operations,   including  forward-looking  statements
pertaining to such matters,  do not take into account the effects of any changes
to the  Registrant's  business  and results of  operations.  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; 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 three apartment  complexes.
The following table sets forth the average  occupancy of the properties for each
of the three months ended March 31, 2003 and 2002:

                                                            Average
                                                           Occupancy
       Property                                        2003          2002

       Parktown Townhouses (1)
          Deer Park, Texas                             87%            20%
       Raintree Apartments
          Anderson, South Carolina                     92%            92%
       Signal Pointe Apartments
          Winter Park, Florida                         93%            93%

(1)   During June 2001, Parktown Townhouses was damaged by severe flooding which
      affected certain areas of Texas. The property incurred extensive damage as
      a  result  of the  flooding  and  was  largely  physically  vacant  during
      reconstruction  in 2002 and 2001. As of March 31, 2003, the  redevelopment
      of the  property  was  complete  and the  previously  damaged  units  were
      available for occupancy.


Results of Operations

The Partnership realized net income for the three months ended March 31, 2003 of
approximately  $519,000 compared to a net loss of approximately $209,000 for the
corresponding  period in 2002. The increase in net income was due to an increase
in total  revenue  partially  offset by an  increase  in total  expenses.  Total
revenue increased due to an increase in rental income and due to the recognition
of a casualty  gain in 2003.  Rental  revenue  increased  due to an  increase in
occupancy  at  Parktown  Townhouses  partially  offset by a decrease  in average
rental rates at Raintree Apartments.

During June 2001,  Parktown  Townhouses incurred extensive damage as a result of
severe flooding which affected  certain areas of Texas. The  reconstruction  and
mold remediation of the property took place during 2002 and 2001 and all repairs
were  substantially  complete at the end of 2002.  As a result,  in 2002 the net
assets were  written off and the  Partnership  recorded a casualty  gain for the
insurance  proceeds received in excess of the net assets written off. During the
three months ended March 31, 2003,  additional insurance proceeds related to the
reconstruction of approximately  $527,000 were received and were recognized as a
casualty gain.  Approximately $209,000 related to lost rents remains in accounts
receivable at March 31, 2003.

Due to the  reconstruction,  the property was largely  physically  vacant during
2002.  As a result,  interest,  property  taxes and certain  operating  expenses
totaling  approximately  $149,000,  $80,000  and  $33,000,  respectively,   were
capitalized  during the three  months  ended  March 31,  2002.  During the three
months ended March 31, 2003, no such costs were capitalized.

Total  expenses  increased  due to increases  in  operating,  depreciation,  and
interest   expenses.   Operating   expense  increased  due  to  an  increase  in
advertising,  property and maintenance  expenses.  Advertising expense increased
due to an increase in referral  fees at Parktown  Townhouses  and Signal  Pointe
Apartments and periodicals at all properties. Property expenses increased due to
an  increase  in  utilities  and  payroll  and  related  expenses  at all of the
investment  properties.  Maintenance  expenses  increased  due to an increase in
contract labor at all of the investment properties and a decrease in capitalized
operating costs at Parktown  Townhouses.  Depreciation  expense increased due to
new  assets  placed  into  service   during  the  past  12  months  and  due  to
approximately  214  units  being  unoccupied  due to the  casualty  at  Parktown
Townhouses and therefore not depreciated in 2002. Interest expense increased due
to the capitalization of the interest  applicable to Parktown  Townhouses during
the  reconstruction  period in 2002,  partially  offset by a decrease in general
partner loan interest due to a lower principal balance.

Included in general and  administrative  expense  during the three  months ended
March 31, 2003 and 2002 are management  reimbursements  to the Corporate General
Partner  as  allowed  under  the  Partnership  Agreement.  In  addition,   costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory  agencies and the annual audit required by the Partnership  Agreement
are also included in general and administrative expenses.

As part of the ongoing business plan of the Partnership,  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  March  31,  2003,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $345,000  compared to  approximately  $201,000 at March 31, 2002.
Cash and cash equivalents decreased approximately $16,000 from the Partnership's
year ended  December 31, 2002 due to  approximately  $1,438,000  of cash used in
financing activities  partially offset by approximately  $1,063,000 and $359,000
of cash provided by operating activities and investing activities, respectively.
Cash used in  financing  activities  consisted  of payments of  principal on the
mortgages encumbering the Partnership's  properties and repayments of loans from
an affiliate of the Corporate  General Partner  slightly offset by advances from
an  affiliate  of the  Corporate  General  Partner.  Cash  provided by investing
activities consisted of insurance proceeds from the Parktown casualty partially
offset by property  improvements  and  replacements  and net  deposits to escrow
accounts  maintained by the mortgage lender. The Partnership invests its working
capital reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the 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 and
is studying new federal laws,  including  the  Sarbanes-Oxley  Act of 2002.  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,  including  increased  legal and audit  fees.  Capital  improvements
planned for each of the Partnership's properties are detailed below.

Parktown Townhouses

During  the  three  months  ended  March 31,  2003,  the  Partnership  completed
approximately $27,000 of capital improvements at Parktown Townhouses, consisting
primarily of floor covering  replacements,  plumbing fixtures,  appliances,  and
water  heaters.  These  improvements  were funded from  operating cash flow. The
Partnership  evaluates the capital  improvement needs of the property during the
year and  currently  expects  to  complete  an  additional  $77,000  in  capital
improvements  during the remainder of 2003. The additional capital  improvements
will consist primarily of floor covering replacements,  appliances, fencing, and
water heaters. Additional capital improvements may be considered and will depend
on the physical  condition of the property as well as the anticipated  cash flow
generated by the property.

Raintree Apartments

During  the  three  months  ended  March 31,  2003,  the  Partnership  completed
approximately $35,000 of capital improvements at Raintree Apartments, consisting
primarily  of  floor  covering,   appliance,   and  HVAC   replacements.   These
improvements were funded from operating cash flow. The Partnership evaluates the
capital  improvement needs of the property during the year and currently expects
to complete an additional $390,000 in capital  improvements during the remainder
of 2003. The additional  capital  improvements will consist primarily of parking
lot upgrades, structural enhancements,  appliances,  exterior painting, building
improvements,  and floor covering replacements.  Additional capital improvements
may be considered  and will depend on the physical  condition of the property as
well as the anticipated cash flow generated by the property.

Signal Pointe Apartments

During  the  three  months  ended  March 31,  2003,  the  Partnership  completed
approximately   $105,000  of  capital   improvements  at  Raintree   Apartments,
consisting  primarily of parking area  upgrades,  appliances,  air  conditioning
units,  and floor covering  replacements.  These  improvements  were funded from
operating cash flow. The Partnership  evaluates the capital improvement needs of
the property  during the year and  currently  expects to complete an  additional
$294,000 in capital  improvements  during the remainder of 2003.  The additional
capital  improvements  will consist  primarily of floor  covering  replacements,
appliances,   cabinets,   and  air  conditioning   units.   Additional   capital
improvements may be considered and will depend on the physical  condition of the
property as well as the anticipated cash flow generated by the property.

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

The  Partnership's  assets are thought to be sufficient  for any near term needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  of  approximately  $18,695,000 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 three  months  ended March 31, 2003 and
2002.

Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities,   refinancings,   and/or  property  sales.  The  Partnership's  cash
available  for  distribution  is  reviewed on a monthly  basis.  There can be no
assurance that the Partnership  will generate  sufficient  funds from operations
after  required  capital  expenditures  and  advance  repayments  to permit  any
distributions to its partners in the year 2003 or subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 19,527.50 limited partnership units
in the Partnership  representing  71.01% of the  outstanding  units at March 31,
2003. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the units are
entitled  to take  action  with  respect to a variety of  matters,  which  would
include voting on certain amendments to the Partnership  Agreement and voting to
remove the Corporate General Partner.  As a result of its ownership of 71.01% of
the  outstanding  units,  AIMCO is in a  position  to  control  all such  voting
decisions  with  respect to the  Partnership.  Although  the  Corporate  General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Corporate  General  Partner  also  owes  fiduciary  duties  to AIMCO as its sole
stockholder.  As a result,  the  duties of the  Corporate  General  Partner,  as
corporate general partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Corporate  General Partner to AIMCO, as its
sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  properties.  These  factors  include  changes  in the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

Revenue Recognition

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

ITEM 3.     CONTROLS AND PROCEDURES

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, within 90 days of
the filing date of this quarterly  report,  evaluated the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) and have determined that such disclosure controls
and  procedures  are  adequate.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.


<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Corporate General Partner filed a motion seeking dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended complaint.  The Corporate General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Corporate General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the trial date of January
13, 2003 (as well as the pre-trial and discovery  cut-off  dates) and stayed the
case in its entirety  through November 7, 2002 so that the parties could have an
opportunity  to discuss  settlement.  On October 30, 2002,  the court entered an
order extending the stay in effect through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action  described below. On April
4, 2003, the Court preliminarily approved the settlement and scheduled a hearing
on final approval for June 2, 2003.

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

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

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.


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

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

                  Exhibit 99, Certification  Pursuant to 18 U.S.C. Section 1350,
                  as Adopted Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                  of 2002.

            b) Reports  on Form 8-K filed  during the  quarter  ended  March 31,
               2003:

                  None.



<PAGE>


                                   SIGNATURES



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



                                    SHELTER PROPERTIES II


                                    By:   Shelter Realty II Corporation
                                          Corporate General Partner


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


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


                                    Date: May 14, 2003



<PAGE>

                                  CERTIFICATION


I, Patrick J. Foye, 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  quarterly  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 quarterly
report;


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities, particularly during the period in which this quarterly report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  May 14, 2003

                                    /s/Patrick J. Foye
                                    Patrick J. Foye
                                    Executive  Vice  President of Shelter Realty
                                    II  Corporation,  equivalent  of  the  chief
                                    executive officer of the Partnership


<PAGE>



                                  CERTIFICATION


I, Paul J. McAuliffe, 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  quarterly  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 quarterly
report;


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities, particularly during the period in which this quarterly report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  May 14, 2003

                                    /s/Paul J. McAuliffe
                                    Paul J. McAuliffe
                                    Executive Vice President and Chief Financial
                                    Officer  of Shelter  Realty II  Corporation,
                                    equivalent of the chief financial officer of
                                    the Partnership


<PAGE>


Exhibit 99


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



In connection with the Quarterly Report on Form 10-QSB of Shelter  Properties II
Limited  Partnership (the  "Partnership"),  for the quarterly period ended March
31, 2003 as filed with the Securities and Exchange Commission on the date hereof
(the  "Report"),  Patrick  J. Foye,  as the  equivalent  of the chief  executive
officer of the  Partnership,  and Paul J.  McAuliffe,  as the  equivalent of the
chief financial officer of the Partnership,  each hereby certifies,  pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:

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

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


                                           /s/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  May 14, 2003


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  May 14, 2003


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