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

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


               For the quarterly period ended September 30, 1997


[ ]  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 LIMITED PARTNERSHIP
       (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.)

                  One Insignia Financial Plaza, 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

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


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

                               September 30, 1997


Assets
  Cash and cash equivalents:
     Unrestricted                                                $   1,664
     Restricted--tenant security deposits                              137
  Accounts receivable                                                   20
  Escrow for taxes                                                     340
  Restricted escrows                                                   932
  Other assets                                                         249
  Investment properties:
     Land                                         $  1,814
     Buildings and related personal property        22,904
                                                    24,718
     Less accumulated depreciation                 (15,734)          8,984

                                                                 $  12,326

Liabilities and Partners' Capital
Liabilities
  Accounts payable                                               $      48
  Tenant security deposits                                             137
  Accrued taxes                                                        310
  Other liabilities                                                    212
  Mortgage notes payable                                             8,598
Partners' (Deficit) Capital
  General partners                                $   (117)
  Limited partners (27,500 units
     issued and outstanding)                         3,138          3,021

                                                                 $ 12,326

                 See Accompanying Notes to Financial Statements

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




                                     Three Months Ended      Nine Months Ended
                                        September 30,          September 30,
                                      1997        1996        1997        1996
Revenues:
  Rental income                     $  1,373   $  1,293    $  4,008    $  3,879
  Other income                            85         93         243         279
     Total revenues                    1,458      1,386       4,251       4,158

Expenses:
  Operating                              528        473       1,487       1,417
  General and administrative              48         37         141         133
  Maintenance                            182        235         586         558
  Depreciation                           267        274         771         809
  Interest                               199        202         600         611
  Property taxes                         103         96         313         289
     Total expenses                    1,327      1,317       3,898       3,817

Loss on disposal of property             (95)        --         (95)         --

     Net income                     $     36   $     69   $     258   $     341

Net income allocated
  to general partners (1%)          $     --   $      1   $       3   $       3
Net income allocated
  to limited partners (99%)               36         68         255         338

      Net income                    $     36         69    $    258    $    341
Net income per limited
  partnership unit                  $   1.31   $   2.47    $   9.27    $  12.29

                 See Accompanying Notes to Financial Statements


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




                                   Limited
                                 Partnership  General     Limited
                                    Units     Partners    Partners     Total

Original capital contributions      27,500   $      2      $27,500     $27,502

Partners' (deficit) capital
  at December 31, 1996              27,500   $   (110)     $ 3,878     $ 3,768

Distributions to partners               --        (10)        (995)     (1,005)

Net income for the nine months
  ended September 30, 1997              --          3          255         258

Partners' (deficit) capital
  at September 30, 1997             27,500   $   (117)     $ 3,138     $ 3,021

                 See Accompanying Notes to Financial Statements

d)                   SHELTER PROPERTIES II LIMITED PARTNERSHIP
                            STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                  (Unaudited)



                                                           Nine Months Ended
                                                             September 30,
                                                           1997        1996

Cash flows from operating activities:
  Net income                                             $    258    $    341
  Adjustments to reconcile net income to net
    cash provided by operating activities:
    Depreciation                                              771         809
    Amortization of discounts and loan costs                   81          78
    Loss on disposal of property                               95          --
    Change in accounts:
      Restricted cash                                          11           1
      Accounts receivable                                      (1)        (17)
      Escrows for taxes                                      (106)       (140)
      Other assets                                            (35)         --
      Accounts payable                                       (109)       (199)
      Tenant security deposit liabilities                     (12)         (1)
      Accrued taxes                                            88         127
      Other liabilities                                        22         (16)

         Net cash provided by operating activities          1,063         983

Cash flows from investing activities:
  Property improvements and replacements                     (397)       (221)
  Deposits to restricted escrows                              (29)        (29)
  Receipts from restricted escrows                             --          49

         Net cash used in investing activities               (426)       (201)

Cash flows from financing activities:
  Payments on mortgage notes payable                         (191)       (177)
  Distributions to partners                                (1,005)       (500)

         Net cash used in financing activities             (1,196)       (677)


Net (decrease) increase in unrestricted cash and
    cash equivalents                                         (559)        105

Unrestricted cash and cash equivalents at beginning
    of period                                               2,223       2,280
Unrestricted cash and cash equivalents at end
    of period                                           $   1,664   $   2,385

Supplemental disclosure of cash flow information:
  Cash paid for interest                                $     519   $     533

                 See Accompanying Notes to Financial Statements

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


NOTE A - BASIS OF PRESENTATION

The accompanying unaudited financial statements of Shelter Properties II Limited
Partnership (the "Partnership" or the "Registrant") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Article 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 nine month periods ended September 30, 1997,
are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 1997.  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, 1996.

Certain reclassifications have been made to the 1996 information to conform to
the 1997 presentation.

NOTE B - RECONCILIATION OF CASH FLOWS

The following is a reconciliation of the subtotal on the accompanying statements
of cash flows captioned "Net cash provided by operating activities" to "Net cash
used in operations," as defined in the partnership agreement.  However, "Net
cash used in operations" should not be considered an alternative to net income
as an indicator of the Partnership's operating performance or to cash flows as a
measure of liquidity.


                                                    Nine Months Ended
                                                      September 30,
                                                      (in thousands)
                                                   1997           1996

Net cash provided by operating activities       $  1,063       $   983
  Payments on mortgage notes payable                (191)         (177)
  Property improvements and replacements            (397)         (221)
  Change in restricted escrows, net                  (29)           20
  Changes in reserves for net operating
   liabilities                                       142           245
  Additional reserves                               (588)       (1,115)

      Net cash used in operations               $     --       $  (265)


For the nine months ended September 30, 1997 and 1996, the Corporate General
Partner believed it to be in the best interest of the Partnership to reserve an
additional $588,000 and $1,115,000, respectively, 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 payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.  The following payments were made to
the Corporate General Partner and affiliates in 1997 and 1996:


                                                  Nine Months Ended
                                                    September 30,
                                                   (in thousands)
                                                  1997         1996

Property management fees                        $  207      $  202
Reimbursement for services of affiliates
  (including $12,000 and $3,000 of
  construction oversight costs for the nine
  months ended September 30, 1997 and 1996,
  respectively)                                    103          72
Due to general partners                             58          58

From January 1, 1996, through August 31, 1997, the Partnership insured its
properties under a master policy through an agency and insurer unaffiliated with
the Corporate General Partner.  An affiliate of the Corporate General Partner
acquired, in the acquisition of a business, certain financial obligations from
an insurance agency which was later acquired by the agent who placed the master
policy. The agent assumed the financial obligations to the affiliate of the
Corporate General Partner who receives payment on these obligations from the
agent.  The amount of the Partnership's insurance premiums that accrued to the
benefit of the affiliate of the Corporate General Partner by virtue of the
agent's obligations was not significant.

On September 26, 1997, an affiliate of the Corporate General Partner purchased 
Lehman Brothers' Class "D" surbordinated bonds of SASCO 1992-M1.  These bonds 
are secured by 55 multi-family apartment mortgage loan pairs held in Trust,
including Parktown Townhouses, Raintree Apartments, and Signal Pointe Apartments
owned by the Partnership.

NOTE D - DISTRIBUTIONS TO PARTNERS

During the third quarter of 1997, the Partnership declared and paid a cash
distribution from operations in the amount of $1,005,000.  Cash distributions
totaling $500,000, attributable to prior years debt refinancing proceeds, were
declared and paid during the nine months ended September 30, 1996.


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

The Partnership's investment properties consist of three apartment complexes.
The following table sets forth the average occupancy of the properties for the
nine months ended September 30, 1997 and 1996:


                                                  Average
                                                 Occupancy
Property                                      1997       1996

Parktown Townhouses
   Deer Park, Texas                            96%        96%

Raintree Apartments
   Anderson, South Carolina                    92%        96%

Signal Pointe Apartments
   Winter Park, Florida                        96%        95%

Occupancy at Raintree Apartments decreased as a result of new construction in
the Anderson, South Carolina market and an increase in new home purchases by
prospective tenants.

The Partnership's net income for the nine months ended September 30, 1997 was
approximately $258,000 compared to net income of approximately $341,000 for the
nine months ended September 30, 1996.  Net income for the three months ended
September 30, 1997, was approximately $36,000 compared to $69,000 for the three
month period ended September 30, 1996.

The decrease in net income for the three and nine months ended September 30,
1997, compared to the same period in 1996, can be attributed to a decrease in
other income, increases in operating expense and maintenance expense and a loss
on disposal of property.  Other income decreased primarily due to a decrease in
corporate rental revenue at Raintree Apartments. Corporate rental revenue
decreased because the company leasing the corporate units did not take the
furnished package, thus reducing revenue for the units. The increase in
operating expenses for the three and nine months ended September 30, 1997,
compared to the same period in 1996 is primarily due to increases in water and
sewer utilities at Parktown Townhouses and an increase in rental concessions at
Signal Pointe Apartments. The increase in maintenance expenses for the nine
month period in 1997, compared to 1996, can be attributed to an exterior
rehabilitation project started at Parktown Townhouses during 1996.  This project
was necessary to improve the appearance of the property.  The repairs and
improvements made to this property during 1997 include exterior painting, gutter
repairs, and landscaping. However, maintenance expense decreased for the three
months ended September 30, 1997, due to the completion of parking lot repairs at
Signal Pointe Apartments in the third quarter of 1996.  The loss on disposal of
property resulted from a roof replacement at Parktown Townhouses.  The
replacement of the roof resulted in the write-off of the old roof that had not
been fully depreciated at the time of replacement.  Partially offsetting the
decrease in net income for the three and nine months ended September 30, 1997,
was an increase in rental revenue.  Rental revenue increased as a result of
rental rate increases at Raintree Apartments and Signal Pointe Apartments.

Included in maintenance expense for the nine months ended September 30, 1997, is
approximately $145,000 of major repairs and maintenance comprised primarily of
gutter repairs, exterior painting and other exterior building improvements.
Included in maintenance expense for the nine months ended September 30, 1996, is
approximately $121,000 of major repairs and maintenance comprised primarily of
parking lot repairs, exterior building improvements and major landscaping.

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 expense.  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.

At September 30, 1997, the Partnership held unrestricted cash and cash
equivalents of approximately $1,664,000, compared to approximately $2,385,000 at
September 30, 1996.  Contributing to the increase in net cash provided by
operating activities is a lesser increase in tax escrows, a lesser decrease in
accounts payable and an increase in other liabilities.  Net cash used in
investing activities increased due to an increase in property improvements and
replacements, primarily at Parktown Townhouses. Net cash used in financing
activities increased due to an increase in distributions to partners.

The Partnership has no material capital programs scheduled to be performed in
1997, although certain routine capital expenditures and maintenance expenses
have been budgeted.  The Corporate General Partner is currently evaluating the
necessity of the replacement or repair of water and sewer lines at Parktown
Townhouses due to possible underground leaks.  These capital expenditures and
maintenance expenses will be incurred only if cash is available from operations
or is received from the capital reserve account.

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.  Such assets are currently
thought to be sufficient for any near-term needs of the Partnership.  The
mortgage indebtedness of approximately $8,598,000, net of discount, is amortized
over 257 months. In addition, the mortgage notes require balloon payments of
$7,370,000 on November 15, 2002, at which time the properties will either be
refinanced or sold. Future cash distributions will depend on the levels of net
cash generated from operations, refinancings, property sales and the
availability of cash reserves.  During the nine months ended September 30, 1997,
distributions totaling $1,005,000 were declared and paid.  During the nine
months ended September 30, 1996, distributions totaling $500,000 were declared
and paid.  As of September 30, 1997, the Reserve Account was fully funded;
however, if it becomes necessary to draw upon these reserves, distributions may
also be restricted by the requirement to deposit net operating income (as
defined in the mortgage note agreement) into the Reserve Account.


                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

       a)  Exhibits:

           Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
           report.

       b)  Reports on Form 8-K:

           None filed during the quarter ended September 30, 1997.


                                   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 LIMITED PARTNERSHIP

                             By: Shelter Realty II Corporation
                                 Corporate General Partner

                             By: /s/ William H. Jarrard, Jr.
                                 William H. Jarrard, Jr.
                                 President and Director

                             By: /s/ Ronald Uretta      
                                 Ronald Uretta
                                 Vice President and Treasurer

                           Date: November 4, 1997