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



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

                                   Form 10-QSB

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

                For the quarterly period ended March 31, 2002

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


             For the transition period from _________to _________

                         Commission file number 0-10256


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



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

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

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


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



<PAGE>



                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS

a)

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

                                 March 31, 2002

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $   201
   Receivables and deposits                                                    6,078
   Restricted escrows                                                            635
   Other assets                                                                  758
   Investment properties:
      Land                                                    $ 1,814
      Buildings and related personal property                   28,535
                                                                30,349
      Less accumulated depreciation                            (18,689)       11,660

                                                                            $ 19,332
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                         $ 4,406
   Tenant security deposit liabilities                                           143
   Accrued property taxes                                                        128
   Other liabilities                                                             316
   Due to general partner                                                      4,583
   Mortgage notes payable                                                     19,193

Partners' Deficit
   General partners                                            $ (143)
   Limited partners (27,500 units issued and
      outstanding)                                              (9,294)       (9,437)

                                                                            $ 19,332

                See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>
b)

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

<TABLE>
<CAPTION>

                                                               Three Months Ended
                                                                    March 31,
                                                              2002             2001
Revenues:
<S>                                                          <C>              <C>
   Rental income                                             $1,044           $1,544
   Other income                                                 100              121
      Total revenues                                          1,144            1,665

Expenses:
   Operating                                                    663              649
   General and administrative                                    83               89
   Depreciation                                                 216              257
   Interest                                                     301              363
   Property taxes                                                90              114
      Total expenses                                          1,353            1,472

Net (loss) income                                            $ (209)          $ 193

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

Net (loss) income allocated to limited partners (99%)          (207)             191

                                                             $ (209)          $ 193

Net (loss) income per limited partnership unit               $(7.53)          $ 6.95

Distributions per limited partnership unit                    $ --            $54.76

                See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

c)

                              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, 2001                    27,500        $ (141)     $(9,087)     $(9,228)

Net loss for the three months
   ended March 31, 2002                     --            (2)        (207)       (209)

Partners' deficit capital at
   March 31, 2002                       27,500        $ (143)     $(9,294)    $(9,437)

                See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

d)

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

                                                                  Three Months Ended
                                                                       March 31,
                                                                   2002         2001
Cash flows from operating activities:
<S>                                                               <C>          <C>
  Net (loss) income                                               $ (209)      $ 193
  Adjustments to reconcile net (loss) income to net cash
   provided by operating activities:
     Depreciation                                                    216          257
     Amortization of loan costs                                        7            7
     Change in accounts:
      Receivables and deposits                                     1,604          402
      Other assets                                                  (165)         (89)
      Accounts payable                                               591          (46)
      Tenant security deposit liabilities                             30            6
      Accrued property taxes                                        (130)        (133)
      Due to affiliate                                                25           --
      Other liabilities                                               73          115
        Net cash provided by operating activities                  2,042          712

Cash flows from investing activities:
   Property improvements and replacements                         (2,644)        (262)
   Net withdrawals from restricted escrows                         2,753          884
        Net cash provided by investing activities                    109          622

Cash flows from financing activities:
   Payments on mortgage notes payable                               (119)         (74)
   Loan cost paid                                                     --          (16)
   Advances from affiliate                                           248           --
   Repayments of advances from affiliate                          (2,757)          --
   Distributions paid to partners                                     --       (1,512)
        Net cash used in financing activities                     (2,628)      (1,602)

Net decrease in cash and cash equivalents                           (477)        (268)

Cash and cash equivalents at beginning of period                     678          949

Cash and cash equivalents at end of period                        $ 201        $ 681

Supplemental disclosure of cash flow information:
   Cash paid for interest                                         $ 415        $ 237

At December 31, 2001 and March 31, 2002, property  improvements and replacements
and accounts payable were adjusted by approximately  $1,730,000. At December 31,
2001 and March 31, 2002,  receivables  and  deposits  and accounts  payable were
adjusted by approximately $1,656,000.

                See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

e)
                              SHELTER PROPERTIES II
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The accompanying  unaudited  financial  statements of Shelter Properties II (the
"Partnership" or  "Registrant")  have been prepared in accordance with generally
accepted  accounting  principles for interim financial  information and with the
instructions  to Form 10-QSB and Item 310 (b) of  Regulation  S-B.  Accordingly,
they do not include all of the information  and footnotes  required by generally
accepted accounting principles for complete financial statements. In the opinion
of  Shelter  Realty  II  Corporation  (the  "Corporate  General  Partner"),  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have been  included.  Operating  results for the three month
period ended March 31, 2002, are not necessarily  indicative of the results that
may be expected  for the fiscal  year  ending  December  31,  2002.  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,
2001. 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.

                                                           Three Months Ended
                                                                 March 31,
                                                          2002             2001
                                                             (in thousands)
   Net cash provided by operating activities             $ 2,042          $ 712
     Payments on mortgage notes payable                     (119)           (74)
     Property improvements and replacements               (2,644)          (262)
     Change in restricted escrows, net                     2,753            884
     Repayments to affiliates on advances for
       operations                                           (247)            --
     Advances from affiliates for operations                  81             --
     Changes in reserves for net operating
       liabilities                                        (2,003)          (255)
     Release of (additional) operating reserves              137           (781)

         Net cash from operations                         $ --            $ 224

For the three  months  ended  March 31,  2002,  the  Corporate  General  Partner
released previously reserved cash of approximately $137,000.

For the three  months  ended  March 31,  2001,  the  Corporate  General  Partner
believed  it to be in  the  best  interest  of the  Partnership  to  reserve  an
additional  $781,000 to fund continuing  capital  improvement needs 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,  2002 and  2001,  affiliates  of the
Corporate General Partner were entitled to receive 5% of gross receipts from all
of the Registrant's properties as compensation for providing property management
services.  The  Registrant  paid to such  affiliates  approximately  $55,000 and
$82,000 for the three months ended March 31, 2002 and 2001, respectively,  which
is included in operating expenses.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $457,000 and
$44,000 for the three months ended March 31, 2002 and 2001, 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,  2001.  The  construction  management
service fees are  calculated  based on a percentage of current year 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,
2002, 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,
2002 the Partnership made principal  payments of approximately  $2,757,000,  and
received new principal advances of approximately  $248,000. As of March 31, 2002
the indebtedness to the General Partner is approximately  $4,525,000,  including
accrued  interest.  Interest  is  charged  at the prime  rate plus 2%.  Interest
expense was approximately $92,000 for the three months ended March 31, 2002.

Beginning in 2001, the  Partnership  began insuring 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 three months ended
March 31, 2002 and 2001, the Partnership was charged by AIMCO and its affiliates
approximately  $82,000 and $113,000,  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 estimated  damages to
the  property  include   approximately   $7,600,000  for  mold  remediation  and
approximately $4,100,000 for reconstruction of the property. These costs will be
covered by  insurance.  As of March 31, 2002,  approximately  $7,600,000 of mold
remediation  expenses have been incurred and  approximately  $2,700,000 has been
spent on reconstruction  of the property.  As the mold remediation costs will be
covered by insurance,  the expenses are included in receivables  and deposits on
the accompanying  balance sheet which are net of insurance proceeds received for
lost rent.  As the repairs  are not yet  complete,  no casualty  gain or loss is
being  recognized at this time. In addition,  due to the property  being largely
physically  vacant  since  August  2001,  interest,  property  taxes and certain
operating  expenses  totaling  approximately  $149,000,   $80,000  and  $33,000,
respectively,  have been  capitalized  during the three  months  ended March 31,
2002.

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 heard argument on the
motion and ordered  further  briefing  after which time the matter will be taken
under submission. The Court has set the matter for trial in January 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 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.

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

The Partnership's  investment  properties consist of three apartment  complexes.
The following table sets forth the average  occupancy of the properties for each
of the three months ended March 31, 2002 and 2001:

                                                             Average
                                                            Occupancy
       Property                                        2002          2001

       Parktown Townhouses (1)
          Deer Park, Texas                             20%            96%
       Raintree Apartments (2)
          Anderson, South Carolina                     92%            95%
       Signal Pointe Apartments
          Winter Park, Florida                         93%            91%

(1)   During June 2001, Parktown Townhouses was damaged by severe flooding which
      affected  certain  areas of Texas.  The property  has  incurred  extensive
      damage as a result of the flooding. At March 31, 2002, 95 units of the 309
      units were available for rent, of which 88 were  occupied.  It is expected
      that most of the  damage  will be  covered  by  insurance.  The  Corporate
      General Partner is currently redeveloping the property.

(2)   The  Corporate  General  Partner  attributes  the decrease in occupancy to
      softening of the rental market in the area.

Results of Operations

The Partnership realized a net loss for the three months ended March 31, 2002 of
approximately  $209,000 compared to net income of approximately $193,000 for the
corresponding  period in 2001.  The decrease in net income was due to a decrease
in total  revenues  partially  offset by a  decrease  in total  expenses.  Total
revenues  decreased due to decreases in rental  income and other income.  Rental
income  decreased  primarily due to a decrease in occupancy as a result of flood
damage at Parktown Townhouses and a decrease in average rental rates and average
occupancy  at Raintree  Apartments.  Other  income  decreased  primarily  due to
decreased interest income due to lower average cash balances in interest bearing
accounts.

Total expenses for the three months ended March 31, 2002 decreased primarily due
to a decrease in  depreciation,  interest and  property  tax expenses  partially
offset by an increase in operating expense.  Depreciation  expense decreased due
to  approximately  214 units being  unoccupied  due to the  casualty at Parktown
Apartments  and therefore  not  depreciated.  Interest  expense and property tax
expense decreased due to the capitalization of the interest and taxes applicable
to Parktown  Townhouses  during the  reconstruction  period.  Operating  expense
increased due to an increase in insurance expense largely offset by decreases in
management fees and maintenance  expense.  Insurance expense increased due to an
increase in insurance premiums at all properties.  Management fees decreased due
to a decrease in rental income.  Maintenance expense decreased due to a decrease
in construction period operating costs at Parktown Townhouses.

Included in general and  administrative  expense  during the three  months ended
March 31, 2002 and 2001 are management  reimbursements  to the Corporate General
Partner as allowed under the Partnership Agreement. In addition, cost 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 Registrant,  the Corporate  General
Partner  monitors  the  rental  market  environment  at each  of its  investment
properties  to assess  the  feasibility  of  increasing  rents,  maintaining  or
increasing  occupancy  levels and protecting the  Partnership  from increases in
expenses.  As part of this plan,  the  Corporate  General  Partner  attempts  to
protect  the  Partnership  from the  burden of  inflation-related  increases  in
expenses by increasing  rents and  maintaining a high overall  occupancy  level.
However, due to changing market conditions which can result in the use of rental
concessions and rental reductions to offset softening market  conditions,  there
is no guarantee that the Corporate  General Partner will be able to sustain such
a plan.

Liquidity and Capital Resources

At  March  31,  2002,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $201,000  compared to  approximately  $681,000 at March 31, 2001.
Cash  and  cash   equivalents   decreased   approximately   $477,000   from  the
Partnership's year ended December 31, 2001. The decrease is due to approximately
$2,628,000   of  cash  used  in  financing   activities   partially   offset  by
approximately   $109,000  of  cash   provided  by   investing   activities   and
approximately $2,042,000 of cash provided by operating activities.  Cash used in
financing  activities  consisted  of  payments  of  principal  on the  mortgages
encumbering  the  Registrant'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 net withdrawals from escrow accounts  maintained by the
mortgage lender largely offset by property  improvements and  replacements.  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 Registrant and to comply with Federal,
state, and local legal and regulatory requirements. Capital improvements planned
for each of the Registrant's properties are detailed below.

Parktown Townhouses

For 2002,  the  Partnership  has  budgeted  approximately  $650,000  for capital
improvements  excluding  unbudgeted  flood  damage  repairs  that are covered by
insurance, at Parktown Townhouses,  consisting primarily of electrical upgrades,
parking lot resurfacing, structural improvements, appliance replacements and air
conditioning  replacements.  During the three months  ended March 31, 2002,  the
Partnership completed approximately $822,000 of capital improvements,  including
casualty  repairs,  consisting  primarily  of  land  improvements,  parking  lot
resurfacing  and appliance  replacements.  These  improvements  were funded from
replacement reserves and operating cash flow.

Raintree Apartments

For 2002,  the  Partnership  has  budgeted  approximately  $104,000  for capital
improvements at Raintree  Apartments,  consisting primarily of water submetering
enhancement,  structural  improvements,  floor  covering  and  air  conditioning
replacement.  During the three  months  ended March 31,  2002,  the  Partnership
completed approximately $52,000 of capital improvements, consisting primarily of
floor  covering   replacements  and  water   submetering   enhancements.   These
improvements were funded from operating cash flow.  Additional  improvements may
be considered and will depend on the physical  condition of the property as well
as anticipated cash flow generated by the property.

Signal Pointe Apartments

For 2002,  the  Partnership  has  budgeted  approximately  $127,000  for capital
improvements at Signal Pointe Apartments, consisting primarily of floor covering
replacements and air  conditioning  unit  replacements.  During the three months
ended March 31, 2002, the Partnership completed approximately $40,000 of capital
improvements,   consisting  primarily  of  floor  covering  replacements.  These
improvements were funded from operating cash flow.  Additional  improvements may
be considered and will depend on the physical  condition of the property as well
as 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 Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.

The  Registrant's  current assets are thought to be sufficient for any near term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness of  approximately  $19,193,000 is amortized over 240 months with no
required balloon payment at maturity.

The Partnership  distributed the following amounts during the three months ended
March 31, 2002 and 2001 (in thousands, except per unit data):

                  Three Months     Per Limited      Three Months     Per Limited
                     Ended         Partnership         Ended         Partnership
                 March 31, 2002        Unit        March 31, 2001        Unit

Operations            $ --             $ --            $1,512           $54.76

Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities, refinancings, and/or property sales. The Registrant's cash available
for  distribution  is reviewed on a monthly  basis.  There can be no  assurance,
however,  that the Partnership  will generate  sufficient  funds from operations
after required capital  expenditures to permit any distributions to its partners
for the remainder of 2002 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 19,231.5 limited  partnership units
in the Partnership  representing  69.93% of the  outstanding  units at March 31,
2002. 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 limited partnership  interests in the Partnership for cash or
in exchange  for 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  69.93% of the  outstanding  units,  AIMCO is in a
position to influence all such voting  decisions with respect to the Registrant.
When voting on matters, AIMCO would in all likelihood vote the Units it acquired
in a manner  favorable to the interest of the Corporate  General Partner because
of its affiliation with the Corporate General Partner.

<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (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 heard argument on the
motion and ordered  further  briefing  after which time the matter will be taken
under submission. The Court has set the matter for trial in January 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 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.

The Corporate General Partner does not anticipate that any costs,  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:

                  None.

            b)    Reports on Form 8-K filed  during the quarter  ended March 31,
                  2002:

                  None.


<PAGE>


                                   SIGNATURES



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


                                    SHELTER PROPERTIES II


                                    By:   Shelter Realty II Corporation
                                          Corporate General Partner


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


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


                                    Date: