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 September 30, 2005

[ ]   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 ___

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes __ No X_

                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS


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

                               September 30, 2005

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $   242
   Receivables and deposits                                                      210
   Restricted escrows                                                            163
   Other assets                                                                  568
   Investment properties:
      Land                                                    $ 1,630
      Buildings and related personal property                   28,636
                                                                30,266
      Less accumulated depreciation                            (18,733)       11,533

                                                                            $ 12,716
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 20
   Tenant security deposit liabilities                                           118
   Accrued property taxes                                                        353
   Other liabilities                                                             254
   Due to affiliates (Note C)                                                    620
   Mortgage notes payable                                                     14,583

Partners' Deficit
   General partners                                             $ (82)
   Limited partners (27,500 units issued and
      outstanding)                                              (3,150)       (3,232)

                                                                            $ 12,716

                   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        Nine Months Ended
                                                September 30,             September 30,
                                               2005        2004          2005        2004

 Revenues:
<S>                                          <C>          <C>          <C>          <C>
   Rental income                             $ 1,332      $ 1,174      $ 3,961      $ 3,385
   Other income                                  148          153          410          466
   Casualty gain (loss) (Note D)                  41          (45)         108          (45)
        Total revenues                         1,521        1,282        4,479        3,806

 Expenses:
   Operating                                     633          776        1,748        1,957
   General and administrative                     43           28          135          138
   Depreciation                                  286          267          847          809
   Interest                                      276          280          854          852
   Property taxes                                114          111          350          318
        Total expenses                         1,352        1,462        3,934        4,074
 Income (loss) from continuing
   operations                                    169         (180)         545         (268)
 Gain on sale of discontinued
   Operations                                     --           20           --           20
 Net income (loss)                            $ 169       $ (160)       $ 545       $ (248)

 Net income (loss) allocated to
   general partners (1%)                       $ 2         $ (2)         $ 5         $ (2)
 Net income (loss) allocated to
   limited partners (99%)                        167         (158)         540         (246)

                                              $ 169       $ (160)       $ 545       $ (248)
 Per limited partnership unit:
   Income (loss) from continuing
     operations                               $ 6.07      $ (6.48)     $ 19.64      $ (9.68)
   Gain on sale of discontinued
     operations                                   --         0.73           --         0.73
                                              $ 6.07      $ (5.75)     $ 19.64      $ (8.95)

                   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, 2004                     27,500        $ (87)      $(3,690)     $(3,777)

Net income for the nine months
  ended September 30, 2005                  --             5          540         545

Partners' deficit at
  September 30, 2005                    27,500        $ (82)      $(3,150)    $(3,232)


                   See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>




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

<TABLE>
<CAPTION>

                                                                 Nine Months Ended
                                                                   September 30,
                                                                  2005       2004
Cash flows used in operating activities:
<S>                                                              <C>         <C>
   Net income (loss)                                             $ 545       $ (248)
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
      Depreciation                                                  847          809
      Gain on sale of discontinued operations                        --          (20)
      Casualty (gain) loss                                         (108)          45
      Amortization of loan costs                                     17           17
      Change in accounts:
        Receivables and deposits                                    147          (20)
        Other assets                                                (22)         (89)
        Accounts payable                                            (25)          60
        Tenant security deposit liabilities                          (1)         (18)
        Accrued property taxes                                      105           74
        Due to affiliates                                           (35)         (55)
        Other liabilities                                          (348)         (71)
            Net cash provided by operating activities             1,122          484

Cash flows from investing activities:
   Property improvements and replacements                        (1,029)        (416)
   Insurance proceeds received                                      362           --
   Net withdrawals from restricted escrows                           95           --
            Net cash used in investing activities                  (572)        (416)

Cash flows from financing activities:
   Payments on mortgage notes payable                              (404)        (354)
   Advances from affiliate                                          308           --
   Repayment of advances from affiliate                            (306)        (740)
            Net cash used in financing activities                  (402)      (1,094)

Net increase (decrease) in cash and cash equivalents                148       (1,026)

Cash and cash equivalents at beginning of period                     94        1,381
Cash and cash equivalents at end of period                       $ 242        $ 355

Supplemental disclosure of cash flow information:
   Cash paid for interest                                        $ 892        $ 907
Supplemental disclosure of non-cash activity:
   Property improvements and replacements in accounts
     payable                                                      $ --        $ 53

Included in property  improvements  and  replacements  for the nine months ended
September 30, 2005 is approximately $51,000 of improvements, which were included
in accounts payable at December 31, 2004.

                   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 nine
month periods ended  September 30, 2005, are not  necessarily  indicative of the
results that may be expected for the fiscal year ending  December 31, 2005.  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, 2004.  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 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.
<TABLE>
<CAPTION>

                                                            Nine Months Ended
                                                              September 30,
                                                          2005             2004
                                                             (in thousands)
<S>                                                      <C>               <C>
   Net cash provided by operating activities             $ 1,122           $ 484
     Payments on mortgage notes payable                     (404)            (354)
     Property improvements and replacements               (1,029)            (416)
     Change in restricted escrows, net                        95               --
     Repayments to affiliates on advances for
       operations                                           (306)            (740)
     Advances from affiliates for operations                 308               --
     Changes in reserves for net operating
       liabilities                                           179              149
         Net cash used in operations                      $ (35)          $ (877)
</TABLE>

Distributions made from reserves no longer considered necessary by the Corporate
General  Partner  are  considered  to be  additional  cash from  operations  for
allocation purposes.

Note C - Transactions with Affiliated Parties

The  Partnership  has no employees and depends 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.

Affiliates of the Corporate  General  Partner  receive 5% of gross receipts from
both of the  Partnership's  properties as  compensation  for providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$215,000 and $196,000  for the nine months  ended  September  30, 2005 and 2004,
respectively, which is included in operating expenses.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $210,000 and
$105,000 for the nine months ended  September  30, 2005 and 2004,  respectively,
which  is  included  in  general  and  administrative  expenses  and  investment
properties.   The  portion  of  these  reimbursements   included  in  investment
properties  for the  nine  months  ended  September  30,  2005 and 2004 are fees
related to  construction  management  services  provided by an  affiliate of the
Corporate  General Partner of approximately  $119,000 and $3,000,  respectively.
The construction management service fees are calculated based on a percentage of
additions to the investment properties.

In accordance with the Partnership Agreement,  the Corporate General Partner has
loaned the  Partnership  funds  primarily  to assist in  hurricane  cleanup  and
repairs  at  Signal  Pointe  Apartments  as  well as  operations  at both of the
Partnership's  properties.  During the nine months ended  September 30, 2005 the
Corporate General Partner advanced the Partnership approximately $308,000 to pay
real estate taxes at Parktown  Townhouse and for accounts payable resulting from
the hurricane  damage to Signal Pointe  Apartments in 2004. The Partnership made
payments on these  advances  of  approximately  $306,000  during the nine months
ended  September 30, 2005.  During the nine months ended September 30, 2004, the
Partnership made payments on previous advances of approximately  $740,000. As of
September  30,  2005  the  indebtedness  to the  Corporate  General  Partner  is
approximately $515,000,  including accrued interest, which is included in due to
affiliates on the accompanying balance sheet. Interest on advances is charged at
the prime rate plus 2%, or 8.75% at  September  30, 2005.  Interest  expense was
approximately  $45,000 and $8,000 for the nine months ended  September  30, 2005
and 2004, respectively.

During  1983,  a payable to the general  partners of  approximately  $58,000 was
accrued for sales commissions earned. 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 September 30, 2005, the level of return
to the limited partners has not been met and these  obligations were included in
due to affiliates on the accompanying balance sheet.

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 nine months ended September 30, 2005 and
2004,  the  Partnership  was charged by AIMCO and its  affiliates  approximately
$73,000  and  $70,000,  respectively,  for hazard  insurance  coverage  and fees
associated with policy claims administration.

<PAGE>

Note D - Casualty Events

During  August  and  September  2004,  one  of  the   Partnership's   investment
properties, Signal Pointe Apartments,  incurred damages from Hurricanes Charlie,
Frances and Jeanne.  At September 30, 2004,  total damages were  estimated to be
approximately $654,000, which were expected to be partially covered by insurance
proceeds.  During the nine months  ended  September  30, 2004,  the  Partnership
recognized a casualty loss of approximately  $45,000 for the undepreciated value
of the damaged assets in excess of the expected insurance  proceeds.  During the
nine months  ended  September  30, 2004 the  Partnership  accrued  approximately
$98,000  for  estimated  clean up costs  related  to the  storms.  In the fourth
quarter of 2004, the Partnership  received  insurance  proceeds of approximately
$131,000 and wrote off  undepreciated  damaged assets of approximately  $36,000,
which resulted in the  recognition of a casualty gain of  approximately  $95,000
during the three month period ended December 2004.  During the nine months ended
September  30, 2005 the  Partnership  revised the  damages to the  buildings  to
approximately  $753,000.  During the nine months ended  September 30, 2005,  the
Partnership received additional insurance proceeds of approximately $126,000 and
wrote off additional undepreciated damaged assets of approximately $53,000 which
resulted in a casualty gain of approximately $74,000.

During the fourth quarter of 2004, the Partnership revised its estimate of clean
up costs from the three  hurricanes to  approximately  $312,000,  which were not
expected  to be covered  by  insurance  proceeds.  These  costs were  accrued at
December  31,  2004.  During the nine  months  ended  September  30,  2005,  the
Partnership  obtained  final details on the costs incurred and revised the clean
up costs to  approximately  $45,000.  As a result,  the Partnership  reduced the
accrual  for  these  costs  by  approximately  $267,000,  which is  included  in
operating expenses, for the nine months ended September 30, 2005.

During  October 2004, one of the  Partnership's  investment  properties,  Signal
Pointe  Apartments,  incurred  damage from a fire.  During the nine months ended
September 30, 2005, the Partnership received insurance proceeds of approximately
$44,000 and wrote off  undepreciated  damaged  assets of  approximately  $10,000
resulting in a casualty gain of approximately $34,000.

During February 2005, one of the Partnership's  investment properties,  Parktown
Townhouses,  incurred  approximately  $309,000  in  damages  from  a  fire.  The
Partnership  received  insurance  proceeds of approximately  $192,000 during the
nine months ended September 30, 2005, and wrote off undepreciated damaged assets
of approximately  $267,000.  The Partnership did not recognize a loss related to
this casualty as additional  insurance proceeds are expected to be received.  In
addition to building  damages,  the Partnership  incurred clean up and emergency
costs  from  the fire of  approximately  $59,000,  which  were  not  covered  by
insurance proceeds. These costs are included in operating expenses.

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  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  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 28, 2002, the trial court granted  defendants
motion to strike the complaint. Plaintiffs took an appeal from this order.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes  action and the Heller  action.  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 (the "Appeal")  seeking to vacate and/or reverse the order  approving the
settlement and entering judgment  thereto.  On May 4, 2004, the Objector filed a
second appeal  challenging  the court's use of a referee and its order requiring
Objector to pay those fees.

On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.
With regard to the settlement and judgment entered thereto, the Court of Appeals
vacated  the trial  court's  order and  remanded  to the trial court for further
findings  on the basis that the "state of the record is  insufficient  to permit
meaningful  appellate  review".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  On June 10, 2005, the California  Supreme Court
denied  Objector's  Petition for Review and the Court of Appeals sent the matter
back to the trial court on June 21,  2005.  The parties  intend to ask the trial
court to make further findings in connection with settlement consistent with the
Court of Appeal's  remand order.  With respect to the related Heller appeal,  on
July 28, 2005,  the Court of Appeals  reversed the trial court's order  striking
the first amended complaint.

On August 18, 2005,  Objector and his counsel filed a motion to  disqualify  the
trial court based on a peremptory challenge and filed a motion to disqualify for
cause on October 17, 2005. On or about October 13, 2005 Objector  filed a motion
to  intervene  and on or about  October  19,  2005  filed  both a motion to take
discovery  relating to the adequacy of plaintiffs as derivative  representatives
and a motion to dissolve the anti-suit injunction in connection with settlement.
On October 27, 2005, the Court denied Objector's peremptory challenge and struck
Objector's motion to disqualify for cause. No hearing has been set on Objector's
remaining motions. On November 3, 2005, Objector and his counsel filed a writ of
mandate to the Court of Appeals challenging the court's October 27, 2005 order.

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.

AIMCO  Properties  L.P.  and NHP  Management  Company,  both  affiliates  of the
Corporate  General  Partner,  are  defendants  in a lawsuit  alleging  that they
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.
The  complaint,  filed in the United States  District  Court for the District of
Columbia,  attempts  to bring 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.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call".  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating maintenance workers for time that they worked in excess of 40 hours
in a week. In June 2005 the Court conditionally  certified the collective action
on both the on-call and overtime issues,  which allows the plaintiffs to provide
notice of the  collective  action to all  non-exempt  maintenance  workers  from
August 7, 2000 through the present. Those employees will have the opportunity to
opt-in to the collective action,  and AIMCO Properties,  L.P. and NHP Management
Company will have the  opportunity to move to decertify the  collective  action.
Because the court denied  plaintiffs'  motion to certify  state  subclasses,  on
September  26,  2005,  the  plaintiffs  filed  a  class  action  with  the  same
allegations in the Superior Court of California (Contra Costa County).  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
consolidated  financial  condition  or results  of  operations.  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.

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.

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions  brought by government  agencies,  and  potential  fines or
penalties  imposed by such  agencies in  connection  therewith,  the presence of
hazardous  substances on a property could result in claims by private plaintiffs
for personal injury, disease, disability or other infirmities. Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In connection  with the ownership,  operation and management of its  properties,
the Partnership  could  potentially be liable for  environmental  liabilities or
costs associated with its properties.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims related to mold  exposure.  Affiliates of the Corporate  General  Partner
have  implemented a national  policy and procedures to prevent or eliminate mold
from its  properties  and the  Corporate  General  Partner  believes  that these
measures will  minimize the effects that mold could have on residents.  To date,
the Partnership  has not incurred any material costs or liabilities  relating to
claims of mold exposure or to abate mold  conditions.  Because the law regarding
mold is unsettled and subject to change the Corporate  General  Partner can make
no assurance that liabilities resulting from the presence of or exposure to mold
will not have a material adverse effect on the Partnership's financial condition
or results of operations.

SEC Investigation

The  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission (the "SEC")  continues its formal  investigation  relating to certain
matters.  Although  the staff of the SEC is not limited in the areas that it may
investigate,  AIMCO believes the areas of  investigation  have included  AIMCO's
miscalculated   monthly  net  rental  income  figures  in  third  quarter  2003,
forecasted  guidance,  accounts  payable,  rent  concessions,   vendor  rebates,
capitalization  of payroll and certain other costs, tax credit  transactions and
tender offers for limited  partnership  interests.  AIMCO is cooperating  fully.
AIMCO is not able to predict when the investigation will be resolved. AIMCO does
not believe that the ultimate outcome will have a material adverse effect on its
consolidated  financial  condition  or results  of  operations.  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.

<PAGE>

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

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  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 nine months ended September 30, 2005 and 2004:

                                                            Average
                                                           Occupancy
       Property                                        2005          2004

       Parktown Townhouses (1)
          Deer Park, Texas                             89%            78%
       Signal Pointe Apartments (2)
          Winter Park, Florida                         97%            93%

(1)   The Corporate General Partner attributes the increase in average occupancy
      at Parktown Townhouses to a more stable tenant base.

(2)   The Corporate General Partner attributes the increase in average occupancy
      at Signal Pointe Apartments to strong local market conditions.

The  Partnership's  financial  results depend 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 that
are outside the control of the  Partnership  such as the local economic  climate
and weather can  adversely  or  positively  affect the  Partnership's  financial
results.

<PAGE>

Results of Operations

The  Partnership's  net income for the three and nine months ended September 30,
2005 was approximately $169,000 and $545,000, respectively, compared to net loss
of approximately  $160,000 and $248,000 for the  corresponding  periods in 2004.
The  increase in net income for the three and nine months  ended  September  30,
2005 is due to an increase in total  revenues and a decrease in total  expenses.
Total  revenues  increased  due to an increase  in rental  income and due to the
recognition of a casualty gain in 2005 and the recognition of a casualty loss in
2004(as detailed below) and a decrease in other income.  Rental income increased
due to an increase in the occupancy at both of the investment  properties and an
increase in the average rental rates at Signal Pointe  Apartments and a decrease
in bad debt expense at both of the Partnership's  investment  properties.  Other
income decreased  primarily due to a decrease in lease cancellation fees at both
of the Partnership's investment properties.

During  August  and  September  2004,  one  of  the   Partnership's   investment
properties, Signal Pointe Apartments,  incurred damages from Hurricanes Charlie,
Frances and Jeanne.  At September 30, 2004,  total damages were  estimated to be
approximately $654,000, which were expected to be partially covered by insurance
proceeds.  During the nine months  ended  September  30, 2004,  the  Partnership
recognized a casualty loss of approximately  $45,000 for the undepreciated value
of the damaged assets in excess of the expected insurance  proceeds.  During the
nine months ended  September 30, 2004,  the  Partnership  accrued  approximately
$98,000  for  estimated  clean up costs  related  to the  storms.  In the fourth
quarter of 2004 the Partnership  received  insurance  proceeds of  approximately
$131,000 and wrote off  undepreciated  damaged assets of approximately  $36,000,
which resulted in the  recognition of a casualty gain of  approximately  $95,000
during the three month  period ended  December 31, 2004.  During the nine months
ended September 30, 2005 the Partnership  revised the damages to the building to
approximately  $753,000.  During the nine months ended  September 30, 2005,  the
Partnership received additional insurance proceeds of approximately $126,000 and
wrote off additional undepreciated damaged assets of approximately $53,000 which
resulted in a casualty gain of approximately $74,000.

During the fourth quarter of 2004, the Partnership revised its estimate of clean
up costs from the three  hurricanes to  approximately  $312,000,  which were not
expected  to be covered  by  insurance  proceeds.  These  costs were  accrued at
December  31,  2004.  During the nine  months  ended  September  30,  2005,  the
Partnership  obtained  final details on the costs incurred and revised the clean
up costs to  approximately  $45,000.  As a result,  the Partnership  reduced the
accrual  for  these  costs  by  approximately  $267,000,  which is  included  in
operating expenses, for the nine months ended September 30, 2005.

During  October 2004, one of the  Partnership's  investment  properties,  Signal
Pointe  Apartments,  incurred  damage from a fire.  During the nine months ended
September 30, 2005, the Partnership received insurance proceeds of approximately
$44,000 and wrote off  undepreciated  damaged  assets of  approximately  $10,000
resulting in a casualty gain of approximately $34,000.

During February 2005, one of the Partnership's  investment properties,  Parktown
Townhouses,  incurred  approximately  $309,000  in  damages  from  a  fire.  The
Partnership  received  insurance  proceeds of approximately  $192,000 during the
nine months ended September 30, 2005, and wrote off undepreciated damaged assets
of approximately  $267,000.  The Partnership did not recognize a loss related to
this casualty as additional  insurance proceeds are expected to be received.  In
addition to building  damages,  the Partnership  incurred clean up and emergency
costs  from  the fire of  approximately  $59,000,  which  were  not  covered  by
insurance proceeds. These costs are included in operating expenses.

<PAGE>

Total expenses  decreased for the three months ended September 30, 2005 due to a
decrease in  operating  expense  partially  offset by  increases  in general and
administrative, depreciation and property tax expenses. Total expenses decreased
for the nine months ended September 30, 2005 due a decrease in operating expense
and an increase in  depreciation  and  property  tax  expenses.  The decrease in
operating expenses for both periods is due to the accrual for estimated clean up
costs  during the third  quarter of 2004 and the  change in  estimate  for these
clean up costs made during 2005 and  decreases in  advertising  at Signal Pointe
Apartments and contract services at Parktown Apartments,  partially offset by an
increase  in  payroll  and  related  benefits  at  both  investment  properties.
Depreciation  expense increased for both periods due to assets placed in service
during the past twelve  months,  which are now being  depreciated.  Property tax
expense  increased for both periods due to an increase in the assessed  value of
Parktown  Apartments.  Interest  expense remained  relatively  constant for both
periods as a reduction in interest as a result of regularly  scheduled principal
payments on the mortgages  encumbering  the  investment  properties,  was mostly
offset by an increase in interest on advances from an affiliate of the Corporate
General Partner.

General  and  administrative  expenses  increased  for the  three  months  ended
September  30,  2005 due to an  increase  in costs  related to the annual  audit
required  by  the  Partnership   Agreement.   Also,   included  in  General  and
administrative  expense for the three and nine months ended  September  30, 2005
and 2004 are management  reimbursements  to the General Partner as allowed under
the  Partnership  agreement and costs  associated  with the quarterly and annual
communications with investors and regulatory agencies.

Liquidity and Capital Resources

At  September  30,  2005,  the  Partnership  had cash and  cash  equivalents  of
approximately $242,000 compared to approximately $355,000 at September 30, 2004.
Cash and cash  equivalents  increased  approximately  $148,000 from December 31,
2004 due to  approximately  $1,122,000 of cash provided by operating  activities
partially  offset  by  $572,000  of  cash  used  in  investing   activities  and
approximately  $402,000  of cash  used in  financing  activities.  Cash  used in
investing activities consisted of property improvements and replacements and net
withdrawals  from  restricted  escrow  accounts  partially  offset by  insurance
proceeds received.  Cash used in financing  activities  consisted of payments of
principal  on  the  mortgages  encumbering  the  Partnership's   properties  and
repayments  of advances  received  from an  affiliate of the  Corporate  General
Partner partially offset by advances received from an affiliate of the Corporate
General Partner. 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.  Capital improvements planned for each of
the Partnership's properties are detailed below.

Parktown Townhouses

The  Partnership  completed  approximately  $213,000 of capital  improvements at
Parktown Townhouses during the nine months ended September 30, 2005,  consisting
primarily of plumbing fixtures,  parking lot improvements,  and appliance, water
heater,   air  conditioning   unit  and  floor  covering   replacements.   These
improvements  were funded from  operating  cash flow,  insurance  proceeds,  and
replacement   reserves.   The  Partnership   regularly   evaluates  the  capital
improvement  needs  of the  property.  While  the  Partnership  has no  material
commitments for property improvements and replacements,  certain routine capital
expenditures are anticipated during 2005. Such capital  expenditures will depend
on the physical  condition of the property as well as  replacement  reserves and
the anticipated cash flow generated by the property.

Signal Pointe Apartments

The  Partnership  completed  approximately  $765,000 of capital  improvements at
Signal  Pointe  Apartments  during the nine months  ended  September  30,  2005,
consisting  primarily  of  parking  lot  and  tennis  court  resurfacing,   HVAC
improvements, termite prevention, and appliance, water heater and floor covering
replacements  and  reconstruction  of the damage  caused by  hurricanes in 2004.
These  improvements  were funded from operating cash flow,  insurance  proceeds,
replacement  reserves and advances  from an affiliate of the  Corporate  General
Partner.  The Partnership  regularly  evaluates the capital improvement needs of
the property.  While the  Partnership  has no material  commitments for property
improvements  and  replacements,   certain  routine  capital   expenditures  are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition of the property as well as insurance proceeds and the anticipated cash
flow generated by the property.

Capital  expenditures will be incurred only if cash is available from operations
or from  Partnership  reserves.  To the extent  that  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
$14,583,000  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 nine months ended September 30, 2005 and
2004. 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, property sales and/or refinancings. The Partnership's cash available
for  distribution  is reviewed on a monthly basis.  In light of the  significant
amounts due to the  Corporate  General  Partner at September 30, 2005, it is not
anticipated  that the  Partnership  will make any  distributions  during 2005 or
subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 21,222.5 limited  partnership units
(the "Units") in the Partnership representing 77.17% of the outstanding Units at
September  30,  2005. 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 77.17% 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.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  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.

<PAGE>

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.

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
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  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  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 28, 2002, the trial court granted  defendants
motion to strike the complaint. Plaintiffs took an appeal from this order.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes  action and the Heller  action.  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 (the "Appeal")  seeking to vacate and/or reverse the order  approving the
settlement and entering judgment  thereto.  On May 4, 2004, the Objector filed a
second appeal  challenging  the court's use of a referee and its order requiring
Objector to pay those fees.

On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.
With regard to the settlement and judgment entered thereto, the Court of Appeals
vacated  the trial  court's  order and  remanded  to the trial court for further
findings  on the basis that the "state of the record is  insufficient  to permit
meaningful  appellate  review".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  On June 10, 2005, the California  Supreme Court
denied  Objector's  Petition for Review and the Court of Appeals sent the matter
back to the trial court on June 21,  2005.  The parties  intend to ask the trial
court to make further findings in connection with settlement consistent with the
Court of Appeal's  remand order.  With respect to the related Heller appeal,  on
July 28, 2005,  the Court of Appeals  reversed the trial court's order  striking
the first amended complaint.



<PAGE>


On August 18, 2005,  Objector and his counsel filed a motion to  disqualify  the
trial court based on a peremptory challenge and filed a motion to disqualify for
cause on October 17, 2005. On or about October 13, 2005 Objector  filed a motion
to  intervene  and on or about  October  19,  2005  filed  both a motion to take
discovery  relating to the adequacy of plaintiffs as derivative  representatives
and a motion to dissolve the anti-suit injunction in connection with settlement.
On October 27, 2005, the Court denied Objector's peremptory challenge and struck
Objector's motion to disqualify for cause. No hearing has been set on Objector's
remaining motions. On November 3, 2005, Objector and his counsel filed a writ of
mandate to the Court of Appeals challenging the court's October 27, 2005 order.

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.

AIMCO  Properties  L.P.  and NHP  Management  Company,  both  affiliates  of the
Corporate  General  Partner,  are  defendants  in a lawsuit  alleging  that they
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.
The  complaint,  filed in the United States  District  Court for the District of
Columbia,  attempts  to bring 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.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call".  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating maintenance workers for time that they worked in excess of 40 hours
in a week. In June 2005 the Court conditionally  certified the collective action
on both the on-call and overtime issues,  which allows the plaintiffs to provide
notice of the  collective  action to all  non-exempt  maintenance  workers  from
August 7, 2000 through the present. Those employees will have the opportunity to
opt-in to the collective action,  and AIMCO Properties,  L.P. and NHP Management
Company will have the  opportunity to move to decertify the  collective  action.
Because the court denied  plaintiffs'  motion to certify  state  subclasses,  on
September  26,  2005,  the  plaintiffs  filed  a  class  action  with  the  same
allegations in the Superior Court of California (Contra Costa County).  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
consolidated  financial  condition  or results  of  operations.  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.

ITEM 5.     OTHER INFORMATION

            None.

ITEM 6.     EXHIBITS

            See Exhibit Index.



<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: November 14, 2005



<PAGE>


                              SHELTER PROPERTIES II

                                  EXHIBIT INDEX


Exhibit


  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].

 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.*

          *Filed as Exhibit 12(a) to Amendment No. 1 of  Registration  Statement
               No. 2-69507 of Registrant filed February 2, 1981 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.**

                  (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) and (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  of the equivalent of the Chief Executive  Officer and
            Chief  Financial  Officer  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:  November 14, 2005

                                /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:  November 14, 2005

                                  /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
September 30, 2005 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:  November 14, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  November 14, 2005


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.