UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~WASHINGTON, ~~AND~~D.C. ~~EXCHANGE~~20549 ~~COMMISSION~~

Washington, D.C. 20549

FORM 8-K

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

~~Pursuant~~Date toof ~~Section~~Report ~~13 or 15~~(d)Date of ~~the~~earliest event reported): February 11, 2011

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 10, 2011

SHELTER PROPERTIES II

(Exact name of ~~Registrant~~ registrant as specified in its charter)

South Carolina	0-10256	57-0709233
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification Number)


Delaware (State or other jurisdiction of incorporation)		0-10256 (Commission File Number)		95-3903623 (IRS Employer Identification No.)

55 ~~Beattie Place~~BEATTIE PLACE POST OFFICE BOX 1089 GREENVILLE, SOUTH CAROLINA (Address of principal executive offices) 29602 (Zip Code)

~~Post~~ Registrant’s ~~Office~~telephone ~~Box 1089~~number, including area code (864) 239-1000

~~Greenville,~~Check ~~South~~the ~~Carolina~~appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the ~~29602~~filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

þ Written communications pursuant to Rule 425 under the Securities Act (~~Address~~17 ofCFR ~~principal executive~~230.425) ~~offices~~o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~(864)~~Item 1.01. ~~239-1000~~Entry into a Material Definitive Agreement

~~(Issuer's~~Amendment ~~telephone~~to Certificate and Agreement of Limited Partnership ~~number)~~

~~Check~~ On October 8, 2010, Shelter Realty II Corporation, a South Carolina corporation and the corporate general partner (the ~~appropriate~~“Corporate ~~box~~General ~~below~~Partner”) ifof Shelter Properties II, a South Carolina limited partnership (the ~~Form~~“Partnership”), ~~8-K~~approved ~~filing~~an isamendment ~~intended~~(the “Second Amendment”) to the ~~simultaneously~~amended certificate and agreement of limited partnership of the Partnership, dated as of March ~~satisfy~~25, 1981, as amended by the ~~filing~~second ~~obligations~~amended and restated certificate and agreement of limited partnership, dated as of April 30, 1981 (as further amended, the ~~registrant~~“Partnership ~~under~~Agreement”). On February 11, 2011, a majority in interest of the limited partners of the Partnership approved the Second Amendment, and the Second Amendment was effected. Pursuant to the Second Amendment, the general partners of the Partnership are authorized to cause the Partnership to enter into any contract or transaction with one of more of its general partners or their affiliates to effect a merger, reorganization or other business combination transaction involving the ~~following~~Partnership with the ~~provisions:~~approval of limited partners holding a majority of the then outstanding units of limited partnership interest (the “SP Units”) of the Partnership.

[ The ~~] Written~~foregoing ~~communications pursuant~~summary toof ~~Rule~~the ~~425~~Second ~~under~~Amendment is qualified by reference to the ~~Securities~~Second Amendment, ~~Act~~a ~~(17~~copy ~~CFR~~of ~~230~~which is filed as Exhibit 3.~~425)~~1 hereto and is incorporated herein by reference.

[Merger ~~] Soliciting material pursuant~~Agreement ~~to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~

[ Following ~~] Pre-commencement~~the effectiveness of the Second Amendment, on February 11, 2011, the Partnership ~~communications~~entered ~~pursuant~~into toan ~~Rule~~Agreement ~~14d-2~~and Plan of Merger (bthe “Merger Agreement”) ~~under~~with AIMCO Properties, L.P., a Delaware limited partnership and attorney in fact for the ~~Exchange~~individual ~~Act~~general partner of the Partnership (17“Aimco ~~CFR~~OP” and, together with the Corporate General Partner, the “General Partners”), ~~240~~and AIMCO SP II Merger Sub LLC, a Delaware limited liability company of which Aimco OP is the sole member (the “Merger Subsidiary”).~~14d-2~~ The Merger Agreement provides for the Merger Subsidiary to be merged with and into the Partnership, with the Partnership as the surviving entity (bthe “Merger”)) upon approval by a majority in interest of the outstanding SP Units. On February 11, 2011, Aimco OP and its affiliates, which owned 21,868.5 of the 27,500 issued and outstanding SP Units, or approximately 79.52% of the number of outstanding SP Units, took action by written consent to approve the Merger.

[ On ~~] Pre-commencement~~February 11, 2011, the Merger was completed, and each SP Unit in the Partnership ~~communications~~outstanding ~~pursuant~~immediately prior to ~~Rule~~the ~~13e-4~~consummation of the Merger and held by limited partners (cother than SP Units as to which appraisal rights are elected) ~~under~~was converted into the ~~Exchange~~right ~~Act~~to ~~(17~~receive, ~~CFR~~at ~~240~~the election of the limited partner, either (i) $350.~~13e-4~~64 in cash (cthe “Cash Consideration”) or (ii) 14.05 partnership common units (“OP Units”) of Aimco OP. However, limited partners who reside in the State of California will only be entitled to receive the Cash Consideration for each SP Unit. Those limited partners who do not make an election will be deemed to have elected to receive the Cash Consideration.

~~Item 5.02 Departure~~ In ofthe ~~Directors~~merger, orAimco ~~Certain~~OP’s ~~Officers;~~interest ~~Election~~in ofthe Merger Subsidiary was converted into 1,000 SP Units, ~~Directors;~~and ~~Appointment~~Aimco OP became the sole limited partner of ~~Certain~~the ~~Officers;~~Partnership. ~~Compensatory~~The ~~Arrangements~~General Partners continue to be the general partners of ~~Certain~~the Partnership, and the Partnership ~~Officers~~Agreement in effect immediately prior to the Merger remains unchanged after the Merger.

On The ~~January~~foregoing ~~10,~~summary ~~2011,~~of ~~Apartment~~the ~~Investment~~Merger ~~and Management~~Agreement ~~Company~~is ~~("Aimco")~~qualified ~~announced~~by ~~the~~reference ~~resignation~~to ofthe ~~Timothy~~Merger Agreement, J.a ~~Beaudin, President~~copy ~~and~~of ~~Chief~~which ~~Operating~~is ~~Officer~~filed ofas ~~Aimco~~Exhibit 10.1 hereto and ~~the~~is ~~Registrant’s~~incorporated ~~corporate general~~herein ~~partner~~by reference.

~~SIGNATURE~~Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

~~Pursuant~~ The toinformation ~~the~~set ~~requirements~~forth ofin ~~the Securities~~Item 1.01 ~~Exchange Act~~ of ~~1934,~~this ~~the~~Current ~~Registrant~~Report ~~has~~on ~~duly~~Form ~~caused~~8-K ~~this~~is ~~report to~~incorporated beherein ~~signed on its behalf~~ by ~~the undersigned hereunto duly authorized~~reference.

~~SHELTER~~Item 5.07. ~~PROPERTIES~~Submission IIof Matters to a Vote of Security Holders

~~By: Shelter~~ The ~~Realty~~information IIset forth in Item 1.01 of this Current Report on Form 8-K is incorporated ~~Corporation~~herein by reference.

~~Corporate General Partner~~2

~~By: /s/Stephen B~~Item 9.01. Financial Statements and Exhibits ~~Waters~~

~~Stephen~~(d) The B.following ~~Waters~~exhibits are filed with this report

Senior Director of Partnership Accounting


Exhibit
Number		Description
3.1		Second Amendment to the Second Amended and Restated Certificate and Agreement of Limited Partnership of Shelter Properties II Limited Partnership dated as of February 11, 2011.

10.1		Agreement and Plan of Merger, dated as of February 11, 2011, by and among Shelter Properties II, AIMCO SP II Merger Sub LLC and AIMCO Properties, L.P.

~~Date: January 14,~~3 ~~2011~~

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	SHELTER PROPERTIES II
Date: February 11, 2011	By:	Shelter Realty II Corporation,
		its Corporate General Partner

	By:	/s/ Stephen B. Waters
		Stephen B. Waters
		Senior Director of Partnership Accounting

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