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 June 30, 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)

                                  June 30, 2003

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $   482
   Receivables and deposits                                                       79
   Restricted escrows                                                            256
   Other assets                                                                  692
   Investment properties:
      Land                                                    $ 1,814
      Buildings and related personal property                   31,564
                                                                33,378
      Less accumulated depreciation                            (20,170)       13,208

                                                                            $ 14,717
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 16
   Tenant security deposit liabilities                                           201
   Accrued property taxes                                                        230
   Other liabilities                                                             379
   Due to general partner                                                      1,674
   Mortgage notes payable                                                     18,565

Partners' Deficit
   General partners                                            $ (112)
   Limited partners (27,500 units issued and
      outstanding)                                              (6,236)       (6,348)

                                                                            $ 14,717

                   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          Six Months Ended
                                           June 30,                   June 30,
                                       2003          2002         2003         2002
Revenues:
<S>                                  <C>           <C>           <C>          <C>
   Rental income                     $ 1,548       $ 1,147       $ 2,970      $ 2,191
   Other income                          161           112           313          212
   Casualty gain (Note D)                 --            --           527           --
       Total revenues                  1,709         1,259         3,810        2,403

Expenses:
   Operating                             692           641         1,400        1,304
   General and administrative             51            61           113          144
   Depreciation                          325           277           642          493
   Interest                              370           302           750          603
   Property taxes                        116            74           231          164
       Total expenses                  1,554         1,355         3,136        2,708

Net income (loss)                     $ 155         $ (96)        $ 674       $ (305)

Net income (loss) allocated to
   general partners (1%)               $ 2           $ (1)         $ 7         $ (3)
Net income (loss) allocated to
   limited partners (99%)                153           (95)          667         (302)

                                      $ 155         $ (96)        $ 674       $ (305)
Net income (loss) per limited
   partnership unit                   $ 5.56       $ (3.45)      $ 24.25      $(10.98)

                   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 six months
   ended June 30, 2003                      --             7          667         674

Partners' deficit at
   June 30, 2003                        27,500        $ (112)     $(6,236)    $(6,348)

                   See Accompanying Notes to Financial Statements

</TABLE>

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

                                                                  Six Months Ended
                                                                        June 30,
                                                                  2003         2002
Cash flows used in operating activities:
<S>                                                              <C>         <C>
   Net income (loss)                                             $ 674       $ (305)
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
      Depreciation                                                  642          493
      Casualty gain                                                (527)          --
      Amortization of discounts and loan costs                       14           14
      Change in accounts:
        Receivables and deposits                                    710        4,189
        Other assets                                               (132)        (110)
        Accounts payable                                           (117)      (2,624)
        Tenant security deposit liabilities                          13           55
        Accrued property taxes                                       41           (2)
        Due to affiliate                                              1          156
        Other liabilities                                           117           46
            Net cash provided by operating activities             1,436        1,912

Cash flows used in investing activities:
   Property improvements and replacements                          (304)      (2,136)
   Insurance proceeds received                                      785           --
   Net (deposits to) withdrawals from restricted escrows             (1)       2,631
            Net cash provided by investing activities               480          495


Cash flows used in financing activities:
   Payments on mortgage notes payable                              (258)        (240)
   Advances from affiliate                                           30        1,541
   Repayment of advances from affiliate                          (1,567)      (2,937)
            Net cash used in financing activities                (1,795)      (1,636)

Net increase in cash and cash equivalents                           121          771

Cash and cash equivalents at beginning of period                    361          678

Cash and cash equivalents at end of period                       $ 482       $ 1,449

Supplemental disclosure of cash flow information:
   Cash paid for interest                                        $ 741        $ 765

Supplemental disclosure of non-cash activity:
   Property improvements and replacements in accounts
     payable                                                      $ --        $ 890

                   See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

                              SHELTER PROPERTIES II
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

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

                                                            Six Months Ended
                                                                June 30,
                                                           2003          2002
                                                             (in thousands)
   Net cash provided by operating activities             $ 1,436       $ 1,912
     Payments on mortgage notes payable                     (258)         (240)
     Property improvements and replacements                 (304)       (2,136)
     Change in restricted escrows, net                        (1)        2,631
     Repayments to affiliates on advances for
       operations                                         (1,567)         (420)
     Advances from affiliates for operations                  --            81
     Changes in reserves for net operating
       liabilities                                          (633)       (1,710)
   Additional reserves                                        --          (118)

         Net cash from operations                        $(1,327)         $ --

For the six months ended June 30, 2003, the Corporate  General Partner  believed
it to be in the best interest of the  Partnership to use cash from operations of
approximately  $1,327,000 to fund continuing capital improvements and repairs in
order for the  properties to remain  competitive.  For the six months ended June
30, 2002, the Corporate General Partner reserved  approximately $118,000 to fund
capital   improvements  and  repairs  at  the  Partnership's   three  investment
properties.

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 six months ended June 30, 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  $162,000 and
$117,000 for the six months ended June 30, 2003 and 2002, respectively, which is
included in operating expenses.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $75,000 and
$525,000 for the six months ended June 30, 2003 and 2002, respectively, which is
included in general and administrative  expenses and investment  properties.  At
June 30, 2003,  approximately $92,000 of these fees were accrued and included in
due  to  general  partner.  Included  in  these  amounts  are  fees  related  to
construction  management  services  provided by an  affiliate  of the  Corporate
General  Partner of  approximately  $419,000  for the six months  ended June 30,
2002.  No such amounts  were charged  during the six months ended June 30, 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  partner 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 June 30,
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 six months ended June 30,
2003 the Partnership made principal  payments of approximately  $1,567,000,  and
received new principal  advances of approximately  $30,000.  As of June 30, 2003
the indebtedness to the Corporate  General Partner is approximately  $1,524,000,
including  accrued  interest.  Interest  is  charged  at the prime rate plus 2%.
Interest expense was approximately $59,000 and $176,000 for the six months ended
June 30, 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 the six months ended June 30, 2003 and 2002,
the  Partnership was charged by AIMCO and its affiliates  approximately  $85,000
and $103,000,  respectively,  for insurance  coverage and fees  associated  with
policy claims administration.

Note D - Casualty

During June 2001,  Parktown  Townhouses incurred extensive damage as a result of
severe flooding which affected  certain areas of Texas. The  reconstruction  and
mold remediation of the property took place during 2002 and 2001 and all repairs
were  substantially  complete at the end of 2002.  As a result,  in 2002 the net
assets were  written off and the  Partnership  recorded a casualty  gain for the
insurance  proceeds received in excess of the net assets written off. During the
six months ended June 30, 2003,  additional  insurance  proceeds  related to the
reconstruction of approximately  $527,000 were received and were recognized as a
casualty gain. In addition,  approximately $258,000 was received related to lost
rents,  of which  approximately  $53,000 was  recorded  as rental  income in the
accompanying financial statements.

Due to the  reconstruction,  Parktown  Townhouses was largely  physically vacant
during  2002.  As a  result,  interest,  property  taxes and  certain  operating
expenses totaling approximately  $290,000,  $134,000 and $73,000,  respectively,
were  capitalized  during the six months  ended  June 30,  2002.  During the six
months ended June 30, 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
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.
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 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  opposed
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.

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  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.  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 in light of a settlement.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below.

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 provided for the  limitation  of the allowable  costs which the
Corporate  General  Partner or its affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this litigation.  On April 11, 2003,  notice was distributed to limited
partners providing the details of the proposed settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.

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.

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 three apartment  complexes.
The following table sets forth the average  occupancy of the properties for each
of the six months ended June 30, 2003 and 2002:

                                                            Average
                                                           Occupancy
       Property                                        2003          2002

       Parktown Townhouses (1)
         Deer Park, Texas                              90%            31%
       Raintree Apartments
         Anderson, South Carolina                      94%            92%
       Signal Pointe Apartments
         Winter Park, Florida                          95%            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 June 30, 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 six months ended June 30, 2003 of
approximately  $674,000 compared to a net loss of approximately $305,000 for the
corresponding  period in 2002.  For the three  months  ended  June 30,  2003 the
Partnership realized net income of approximately $155,000 compared to a net loss
of approximately  $96,000 for the corresponding  period in 2002. The decrease in
net loss  was due to an  increase  in  total  revenues  partially  offset  by an
increase in total  expenses.  Total  revenues for both periods  increased due to
increases in rental and other income and for the six months ended June 30, 2003,
due to the  recognition  of a casualty gain.  Rental income  increased due to an
increase in occupancy at Parktown  Townhouses  and the receipt of  approximately
$53,000 in insurance proceeds for lost rents related to the casualty at Parktown
Townhouses  partially offset by an increase in bad debt expense at Signal Pointe
and  Raintree  Apartments.  Other  income  increased  due to an increase in late
charges  at  Parktown   Townhouses  and  Signal  Pointe   Apartments  and  lease
cancellation fees at Parktown Townhouses.

During June 2001,  Parktown  Townhouses incurred extensive damage as a result of
severe flooding which affected  certain areas of Texas. The  reconstruction  and
mold remediation of the property took place during 2002 and 2001 and all repairs
were  substantially  complete at the end of 2002.  As a result,  in 2002 the net
assets were  written off and the  Partnership  recorded a casualty  gain for the
insurance  proceeds received in excess of the net assets written off. During the
six months ended June 30, 2003,  additional  insurance  proceeds  related to the
reconstruction of approximately  $527,000 were received and were recognized as a
casualty gain. In addition,  approximately $258,000 was received related to lost
rents,  of which  approximately  $53,000 was  recorded  as rental  income in the
accompanying financial statements.

Due to the  reconstruction,  Parktown  Townhouses was largely  physically vacant
during  2002.  As a  result,  interest,  property  taxes and  certain  operating
expenses totaling approximately  $290,000,  $134,000 and $73,000,  respectively,
were  capitalized  during the six months  ended  June 30,  2002.  During the six
months ended June 30, 2003, no such costs were capitalized.

Total expenses increased due to increases in operating, depreciation,  interest,
and property  tax  expenses.  Operating  expense  increased  due to increases 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 expense increased due to
increases in property  management  fees at Parktwon  Townhouses and in utilities
and  payroll  and  related  expenses  at  all  of  the  investment   properties.
Maintenance expense 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 and property tax expenses increased due to the capitalization of
the interest and property  taxes  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 six months ended June
30, 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 June 30, 2003, the Partnership had cash and cash equivalents of approximately
$482,000  compared to  approximately  $1,449,000 at June 30, 2002. Cash and cash
equivalents  increased  approximately  $121,000  from  December  31, 2002 due to
approximately  $1,436,000  and  $480,000  of  cash  provided  by  operating  and
investing activities, respectively, partially offset by approximately $1,795,000
of  cash  used in  financing  activities.  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 offset by advances from an affiliate of the Corporate
General Partner.  Cash provided by investing activities consisted of the receipt
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  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately $52,000 of capital improvements at Parktown Townhouses, consisting
primarily  of  floor  covering  replacements,   plumbing  fixture  upgrades  and
appliance and water heater  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
$52,000 in capital  improvements  during the remainder of 2003.  The  additional
capital  improvements  will consist  primarily of floor  covering  replacements,
appliance  replacements,  fencing  additions,  and  water  heater  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.

Raintree Apartments

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately $47,000 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 $20,000 in capital  improvements  during the remainder
of 2003. The additional  capital  improvements will consist primarily of parking
lot  upgrades,  structural  enhancements,   and  appliance  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  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately  $205,000 of capital  improvements  at Signal  Pointe  Apartments,
consisting primarily of parking area upgrades and appliance and air conditioning
unit replacements,  structural upgrades, 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 $77,000 in capital  improvements  during the remainder
of 2003. The additional  capital  improvements  will consist  primarily of floor
covering, appliance, cabinet, and air conditioning unit 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.

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  Partnership's
mortgage indebtedness of approximately  $18,565,000 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, 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
(the "Units") in the Partnership representing 71.01% of the outstanding Units at
June 30, 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 in exchange for cash or a combination of cash and
units in 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 71.01% of the  outstanding  Units,  AIMCO is in a
position to influence 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.  Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.

ITEM 3.     CONTROLS AND PROCEDURES

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

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

                           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.
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 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  opposed
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.

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  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.  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 in light of a settlement.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below.

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 provided for the  limitation  of the allowable  costs which the
Corporate  General  Partner or its affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this litigation.  On April 11, 2003,  notice was distributed to limited
partners providing the details of the proposed settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.

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 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.

                  Exhibit 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.

                  Exhibit  32.1,  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 June 30, 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: August 13, 2003



<PAGE>

Exhibit 31.1


                                  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 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 registrant as of, and for, the periods presented in this report;

4.    The  registrant'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 registrant
      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
            registrant,  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 registrant'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  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant'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  registrant'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  registrant's
            internal control over financial reporting.

Date:  August 13, 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>



Exhibit 31.2


                                  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 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 registrant as of, and for, the periods presented in this report;

4.    The  registrant'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 registrant
      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
            registrant,  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 registrant'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  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant'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  registrant'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  registrant's
            internal control over financial reporting.

Date:  August 13, 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 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,
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:  August 13, 2003


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  August 13, 2003


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.