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

                                   Form 10-QSB

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

                For the quarterly period ended June 30, 2004

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


            For the transition period from _________to _________

                         Commission file number 0-10256


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



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

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

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


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


<PAGE>



                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS


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

                                  June 30, 2004

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 333
   Receivables and deposits                                                      152
   Restricted escrows                                                            257
   Other assets                                                                  675
   Investment properties:
      Land                                                    $ 1,630
      Buildings and related personal property                   27,258
                                                                28,888
      Less accumulated depreciation                            (17,616)       11,272

                                                                            $ 12,689
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 101
   Tenant security deposit liabilities                                           130
   Accrued property taxes                                                        203
   Other liabilities                                                             286
   Due to affiliates (Note C)                                                    216
   Mortgage notes payable                                                     15,230

Partners' Deficit
   General partners                                             $ (84)
   Limited partners (27,500 units issued and
      outstanding)                                              (3,393)       (3,477)

                                                                            $ 12,689


               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,
                                             2004          2003         2004         2003
                                                        (Restated)                (Restated)
Revenues:
<S>                                         <C>          <C>          <C>          <C>
  Rental income                             $ 1,107      $ 1,322      $ 2,211      $ 2,513
  Other income                                  155          137          313          273
  Casualty gain (Note D)                         --           --           --          527
       Total revenues                         1,262        1,459        2,524        3,313

Expenses:
  Operating                                     616          552        1,181        1,125
  General and administrative                     56           51          110          113
  Depreciation                                  272          277          542          548
  Interest                                      284          316          572          642
  Property taxes                                105           96          207          191
       Total expenses                         1,333        1,292        2,612        2,619

(Loss) income from continuing
  operations                                    (71)         167          (88)         694
Loss from discontinued operations                --          (12)          --          (20)

Net (loss) income                            $ (71)       $ 155        $ (88)       $ 674

Net (loss) income allocated to
  general partners (1%)                      $ (1)         $ 2          $ (1)        $ 7
Net (loss) income allocated to
  limited partners (99%)                        (70)         153          (87)         667

                                             $ (71)       $ 155        $ (88)       $ 674
Per limited partnership unit:
  (Loss) income from continuing
    operations                              $ (2.55)      $ 5.99      $ (3.16)     $ 24.97
  Loss from discontinued operations              --        (0.43)          --        (0.72)

Net (loss) income                           $ (2.55)      $ 5.56      $ (3.16)     $ 24.25


               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, 2003                     27,500        $ (83)      $(3,306)     $(3,389)

Net loss for the six months
  ended June 30, 2004                       --            (1)         (87)        (88)

Partners' deficit at
  June 30, 2004                         27,500        $ (84)      $(3,393)    $(3,477)


               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,
                                                                   2004        2003
Cash flows used in operating activities:
<S>                                                              <C>          <C>
   Net (loss) income                                             $ (88)       $ 674
   Adjustments to reconcile net (loss) income to net cash
     provided by operating activities:
      Depreciation                                                  542          642
      Casualty gain                                                  --         (527)
      Amortization of loan costs                                     12           14
      Change in accounts:
        Receivables and deposits                                    (30)         710
        Other assets                                               (134)        (132)
        Accounts payable                                             39         (117)
        Tenant security deposit liabilities                         (13)          13
        Accrued property taxes                                      (37)          41
        Due to affiliate                                            (80)           1
        Other liabilities                                          (126)         117
            Net cash provided by operating activities                85        1,436

Cash flows from investing activities:
   Property improvements and replacements                          (159)        (304)
   Insurance proceeds received                                       --          785
   Net deposits to restricted escrows                                --           (1)
            Net cash (used in) provided by investing
              activities                                           (159)         480

Cash flows from financing activities:
   Payments on mortgage notes payable                              (234)        (258)
   Advances from affiliate                                           --           30
   Repayment of advances from affiliate                            (740)      (1,567)
            Net cash used in financing activities                  (974)      (1,795)

Net (decrease) increase in cash and cash equivalents             (1,048)         121

Cash and cash equivalents at beginning of period                  1,381          361

Cash and cash equivalents at end of period                       $ 333        $ 482

Supplemental disclosure of cash flow information:
   Cash paid for interest                                        $ 585        $ 741

               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, 2004, are not necessarily indicative of the results
that may be expected for the fiscal year ending  December 31, 2004.  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,
2003. 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.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
the  statements of  operations  for the three and six months ended June 30, 2003
have been restated to reflect the operations of Raintree Apartments as loss from
discontinued operations due to its sale in December 2003.

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,
                                                          2004           2003
                                                             (in thousands)
   Net cash provided by operating activities              $ 85         $ 1,436
     Payments on mortgage notes payable                     (234)         (258)
     Property improvements and replacements                 (159)         (304)
     Change in restricted escrows, net                        --            (1)
     Repayments to affiliates on advances for
       operations                                           (740)       (1,567)
     Changes in reserves for net operating
       liabilities                                           381          (633)

         Net cash from operations                        $ (667)       $(1,327)

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, 2004 and 2003,  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  $131,000 and
$162,000 for the six months ended June 30, 2004 and 2003, respectively, which is
included in operating expenses and loss from discontinued operations.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $78,000 and
$75,000 for the six months ended June 30, 2004 and 2003, respectively,  which is
included in general and administrative expenses.

During  1983,  a payable to the general  partners of  approximately  $58,000 was
accrued for sales  commissions  earned and is included in due to affiliates.  In
addition,  during 2003, the  Partnership  accrued a sales  commission due to the
Corporate  General  Partner  of  approximately  $47,000  related  to the sale of
Raintree Apartments.  Pursuant to the Partnership  Agreement,  these liabilities
cannot be paid  until  certain  levels of return  are  received  by the  limited
partners.  As of June 30, 2004, 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,
2004 and 2003, the Partnership made principal payments of approximately $740,000
and  $1,567,000,  respectively.  During the six months ended June 30, 2003,  the
Partnership received advances of approximately  $30,000. As of June 30, 2004 the
indebtedness  to  the  Corporate  General  Partner  is  approximately  $111,000,
including  accrued  interest and is included in due to  affiliates.  Interest is
charged at the prime rate plus 2%. Interest expense was approximately $6,000 and
$59,000 for the six months ended June 30, 2004 and 2003, 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, 2004 and 2003,
the  Partnership was charged by AIMCO and its affiliates  approximately  $45,000
and $85,000,  respectively,  for  insurance  coverage and fees  associated  with
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.

Note E - Contingencies

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, during the third quarter of 2001, a complaint (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.

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

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
at least one round of tender offers 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.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.

On January 28, 2004,  Objector filed his opening brief in his pending appeal. On
April 23,  2004,  the  Corporate  General  Partner  and its  affiliates  filed a
response brief in support of the settlement and the judgment thereto. Plaintiffs
have also filed a brief in support of the settlement.  On June 4, 2004, Objector
filed a reply to the briefs  submitted  by the  Corporate  General  Partner  and
Plaintiffs. No hearing has been scheduled in the matter.

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.

On August 8, 2003 AIMCO Properties  L.P., an affiliate of the Corporate  General
Partner,  was served  with a  complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime
for all hours  worked in excess of forty per week.  On March 5, 2004  Plaintiffs
filed an amended complaint also naming NHP Management Company,  which is also an
affiliate  of the  Corporate  General  Partner.  The  complaint  is  styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The defendants have filed an answer to the amended complaint denying
the  substantive  allegations.  Some  discovery  has taken place and  settlement
negotiations  continue.  Although the outcome of any  litigation  is  uncertain,
AIMCO  Properties,  L.P. does not believe that the ultimate  outcome will have a
material  adverse  effect on its  financial  condition or results of  operations
taken as a whole. Similarly, the Corporate General Partner does not believe that
the ultimate  outcome will have a material  adverse effect on the  Partnership's
financial condition or results of operations taken as a whole.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters  involving  it or its  investment  properties  that are not of a routine
nature arising in the ordinary course of business.
Note E - Contingencies (continued)

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities and Exchange  Commission is conducting an  investigation  relating to
certain  matters.  AIMCO  believes the areas of  investigation  include  AIMCO's
miscalculated   monthly  net  rental  income  figures  in  third  quarter  2003,
forecasted  guidance,  accounts payable,  rent concessions,  vendor rebates, and
capitalization of expenses and payroll.  AIMCO is cooperating  fully. AIMCO does
not believe that the ultimate outcome will have a material adverse effect on its
consolidated  financial  condition  or results of  operations  taken as a whole.
Similarly,  the  Corporate  General  Partner  does not believe that the ultimate
outcome  will have a  material  adverse  effect on the  Partnership's  financial
condition or results of operations taken as a whole.

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

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

The Partnership's  investment properties consist of two apartment complexes. The
following  table sets forth the average  occupancy of the properties for each of
the six months ended June 30, 2004 and 2003:

                                                             Average
                                                            Occupancy
       Property                                        2004          2003

       Parktown Townhouses (1)
          Deer Park, Texas                             75%            90%
       Signal Pointe Apartments
          Winter Park, Florida                         93%            95%

(1)   The Corporate General Partner attributes the decrease in average occupancy
      at Parktown Townhouses to increased credit standards for tenants.

The  Partnership's  financial  results  are  dependent  upon a number of factors
including  the  ability  to  attract  and  maintain  tenants  at the  investment
properties,  interest  rates on mortgage  loans,  costs  incurred to operate the
investment  properties,  general economic conditions and weather. As part of the
ongoing business plan of the Partnership, the Corporate General Partner monitors
the  rental  market  environment  of its  investment  properties  to assess  the
feasibility of increasing rents,  maintaining or increasing occupancy levels and
protecting the Partnership from increases in expenses. As part of this plan, the
Corporate General Partner attempts to protect the Partnership from the burden of
inflation-related  increases in expenses by increasing  rents and  maintaining a
high overall  occupancy level.  However,  the Corporate  General Partner may use
rental  concessions  and  rental  rate  reductions  to offset  softening  market
conditions,  accordingly,  there  is no  guarantee  that the  Corporate  General
Partner will be able to sustain such a plan.  Further, a number of factors which
are outside the control of the  Partnership  such as the local economic  climate
and weather can  adversely  or  positively  impact the  Partnership's  financial
results.

Results of Operations

The  Partnership's net loss for the three and six months ended June 30, 2004 was
approximately  $71,000  and  $88,000,  respectively  compared  to net  income of
approximately  $155,000 and $674,000 for the corresponding  periods in 2003. The
decrease  in net income  for the three  months  ended June 30,  2004 is due to a
decrease in total  revenues and an increase in total  expenses.  The decrease in
net income for the six months  ended June 30, 2004 is due to a decrease in total
revenues partially offset by a decrease in total expenses.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
the  statements of  operations  for the three and six months ended June 30, 2003
have been restated to reflect the operations of Raintree Apartments as loss from
discontinued operations due to its sale in December 2003.

Excluding the loss from discontinued  operations,  the Partnership  recognized a
loss from  continuing  operations of  approximately  $71,000 and $88,000 for the
three and six months ended June 30, 2004 and income from  continuing  operations
of  approximately  $167,000 and $694,000 for the three and six months ended June
30, 2003. The decrease in income from continuing operations for the three months
ended June 30,  2004 is due to a decrease in total  revenues  and an increase in
total expenses.  The decrease in income from  continuing  operations for the six
months  ended June 30,  2004 is due to a decrease  in total  revenues  partially
offset  by a  decrease  in total  expenses.  Total  revenues  for  both  periods
decreased due to a decrease in rental income  partially offset by an increase in
other income. For the six month period, total revenues also decreased due to the
recognition  of a casualty gain during 2003.  Rental  income  decreased due to a
decrease in occupancy at both  properties and an increase in bad debt expense at
Parktown Townhouses partially offset by a decrease in bad debt expense at Signal
Pointe  Apartments.   Other  income  increased  due  to  an  increase  in  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.

Total  expenses  increased  for the  three  months  ended  June 30,  2004 due to
increases in operating and property tax expenses  partially offset by a decrease
in  interest  expense.  Total  expenses  for the six months  ended June 30, 2004
decreased due to a decrease in interest expense partially offset by increases in
operating  and property tax  expenses.  Operating  expenses  increased due to an
increase in maintenance expense which increased due to increases in supplies and
repairs and contract labor at both investment  properties.  Property tax expense
increased  for both  periods  due to an  increase  in the tax  rate at  Parktown
Townhouses.  Interest  expense  decreased  due to a decrease  in the  balance of
advances due to affiliates.

Included  in general and  administrative  expense at both June 30, 2004 and 2003
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.
Liquidity and Capital Resources

At June 30, 2004, the Partnership had cash and cash equivalents of approximately
$333,000  compared to  approximately  $482,000 at June 30,  2003.  Cash and cash
equivalents  decreased  approximately  $1,048,000  from December 31, 2003 due to
approximately  $974,000 of cash used in financing  activities and  approximately
$159,000 of cash used in  investing  activities  partially  offset by $85,000 of
cash  provided  by  operating  activities.  Cash  used in  financing  activities
consisted   of  payments  of  principal  on  the   mortgages   encumbering   the
Partnership's  properties  and  repayments  of advances from an affiliate of the
Corporate  General  Partner.  Cash used in  investing  activities  consisted  of
property  improvements  and  replacements.  The Partnership  invests its working
capital in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state,  and local  legal and  regulatory  requirements.  The  Corporate  General
Partner  monitors  developments in the area of legal and regulatory  compliance.
For example,  the  Sarbanes-Oxley  Act of 2002  mandates or suggests  additional
compliance  measures  with  regard to  governance,  disclosure,  audit and other
areas.  In light of these changes,  the  Partnership  expects that it will incur
higher expenses related to compliance, 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,  2004,  the   Partnership   completed
approximately $47,000 of capital improvements at Parktown Townhouses, consisting
primarily of water  heater,  floor  covering and appliance  replacements,  major
landscaping and parking lot  resurfacing.  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
$122,000  in capital  improvements  during  the  remainder  of 2004.  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,  2004,  the   Partnership   completed
approximately  $112,000 of capital  improvements  at Signal  Pointe  Apartments,
consisting  primarily of air conditioning  unit and floor covering  replacements
and major landscaping.  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  $91,000 in capital
improvements during the remainder of 2004.  Additional capital  improvements may
be considered and will depend on the physical  condition of the property as well
as replacement reserves and the anticipated cash flow generated by the property.

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

The  Partnership's  assets are thought to be sufficient  for any near term needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness   encumbering  the   Partnership's   properties  of   approximately
$15,230,000  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, 2004 and 2003.

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 2004 or subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 20,368 limited  partnership  units
(the "Units") in the Partnership representing 74.07% of the outstanding Units at
June 30, 2004. A number of these Units were  acquired  pursuant to tender offers
made by AIMCO or its  affiliates.  It is possible  that AIMCO or its  affiliates
will acquire  additional Units in exchange for cash or a combination of cash and
units in AIMCO  Properties,  L.P., the operating  partnership  of AIMCO,  either
through  private  purchases  or  tender  offers.  Pursuant  to  the  Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Corporate General Partner.  As a result of its ownership of 74.07% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
such voting  decisions with respect to the  Partnership.  Although the Corporate
General  Partner  owes  fiduciary   duties  to  the  limited   partners  of  the
Partnership,  the Corporate  General Partner also owes fiduciary duties to AIMCO
as its sole  stockholder.  As a  result,  the  duties of the  Corporate  General
Partner,  as  corporate  general  partner,  to the  Partnership  and its limited
partners may come into conflict with the duties of the Corporate General Partner
to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

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

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized monthly as it is earned. The
Partnership  evaluates all accounts receivable from residents and establishes an
allowance, after the application of security deposits, for accounts greater than
30 days past due on current tenants and all receivables due from former tenants.
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.
In addition, 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.

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

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
at least one round of tender offers 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.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.

On January 28, 2004,  Objector filed his opening brief in his pending appeal. On
April 23,  2004,  the  Corporate  General  Partner  and its  affiliates  filed a
response brief in support of the settlement and the judgment thereto. Plaintiffs
have also filed a brief in support of the settlement.  On June 4, 2004, Objector
filed a reply to the briefs  submitted  by the  Corporate  General  Partner  and
Plaintiffs. No hearing has been scheduled in the matter.

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.

On August 8, 2003 AIMCO Properties  L.P., an affiliate of the Corporate  General
Partner,  was served  with a  complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime
for all hours  worked in excess of forty per week.  On March 5, 2004  Plaintiffs
filed an amended complaint also naming NHP Management Company,  which is also an
affiliate  of the  Corporate  General  Partner.  The  complaint  is  styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The defendants have filed an answer to the amended complaint denying
the  substantive  allegations.  Some  discovery  has taken place and  settlement
negotiations  continue.  Although the outcome of any  litigation  is  uncertain,
AIMCO  Properties,  L.P. does not believe that the ultimate  outcome will have a
material  adverse  effect on its  financial  condition or results of  operations
taken as a whole. Similarly, the Corporate General Partner does not believe that
the ultimate  outcome will have a material  adverse effect on the  Partnership's
financial condition or results of operations taken as a whole.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  See Exhibit Index attached.

            b)    Reports on Form 8-K filed  during the  quarter  ended June 30,
                  2004:

                  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/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


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


                                    Date: August 13, 2004



<PAGE>



                                  EXHIBIT INDEX


Exhibit

  2.1             Agreement  and  Plan of  Merger,  dated as of  October  1,
                  1998,  by and  between  AIMCO  and  IPT,  incorporated  by
                  reference to Exhibit 2.1 filed with  Registrant's  Current
                  Report on Form 8-K dated October 1, 1998.

  3               See Exhibit 4(a)

  4               (a)   Amended and Restated  Certificate  and  Agreement of
                        Limited  Partnership  [included  as Exhibit A to the
                        Prospectus  of  Registrant  dated  February  2, 1981
                        contained  in  Amendment   No.  1  to   Registration
                        Statement No.  2-69507 of Registrant  filed February
                        2, 1981 (the  "Prospectus") and incorporated  herein
                        by reference].

                  (b)   Subscription  Agreements and Signature Pages [Filed with
                        Amendment No. 1 of  Registration  Statement No. 2-69507,
                        of Registrant and incorporated herein by reference].

                  (c)   Promissory  Note and Deed of  Trust  between  Joe A.
                        McDermott,  Inc. and the Mischer Corporation and New
                        York Life Insurance  Company.  General Warranty Deed
                        between   Parktown   Realty,    N.V.   and   Shelter
                        Properties II to acquire Parktown  Apartments (filed
                        as  Exhibit  4(c) and  4(e),  respectively,  to Form
                        10-K of Registrant  for year ended December 31, 1987
                        and incorporated herein by reference).

                  (e)   Mortgage   Note   between   William  C.  Dailey  and
                        Fidelity  Federal  Savings and Loan  Association and
                        Promissory  Note  between  William C. Dailey and The
                        Prudential   Insurance  Company  (filed  as  Exhibit
                        12(E) to Amendment No. 1 to  Registration  Statement
                        No.  2-69507 of  Registrant  filed  January 1981 and
                        incorporated herein by reference).  Modification and
                        Assumption  of  Mortgage  between  American  Federal
                        Savings and Loan Association and Shelter  Properties
                        II to acquire Raintree  Apartments (filed as Exhibit
                        4(e)  to Form  10-K of  Registrant  for  year  ended
                        December  31,  1988  and   incorporated   herein  by
                        reference).

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

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

                  (b)   Purchase  Agreement dated January 5, 1981,  between Twin
                        City Apartments,  Inc. and U.S.  Shelter  Corporation to
                        purchase The Village Apartments.*

                  (c)   Purchase   Agreement   dated  January  2,  1981  between
                        Carolina Housing  Partners and U.S. Shelter  Corporation
                        to purchase Raintree Apartments.*

                  *Filed as Exhibits 12(b), 12(c), and 12(d),  respectively,
                  to Amendment No. 1 of  Registration  Statement No. 2-69507
                  of  Registrant  filed  February  2, 1981 and  incorporated
                  herein by reference.

   (ii)           Form of Management  Agreement  with U.S.  Shelter  Corporation
                  subsequently  assigned to Shelter  Management Group, L.P. (now
                  known as AIMCO  Properties,  L.P.) [filed with Amendment No. 1
                  to  Registration  Statement,  No.  2-69507,  of Registrant and
                  incorporated herein by reference].

   (iii)          Contracts related to refinancing of debt:

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

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

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

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

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

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

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

<PAGE>
Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  August 13, 2004

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  August 13, 2004

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


<PAGE>


Exhibit 32.1


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



In connection with the Quarterly Report on Form 10-QSB of Shelter  Properties II
Limited Partnership (the "Partnership"), for the quarterly period ended June 30,
2004 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the "Report"), Martha L. Long, as the equivalent of the Chief Executive Officer
of the  Partnership,  and  Stephen B.  Waters,  as the  equivalent  of the Chief
Financial  Officer of the  Partnership,  each hereby  certifies,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:


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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  August 13, 2004


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  August 13, 2004


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.