LITIGATION SETTLEMENT OFFER
                                     AIMCO
                             AIMCO PROPERTIES, L.P.
                           c/o The Altman Group, Inc.
                            1275 Valley Brook Avenue
                          Lyndhurst, New Jersey 07071
                                 (800) 467-0821

                                                                November 5, 2004

Dear Limited Partner:

     Hopefully, this is the last time we will have to bother you with
correspondence on this investment. Enclosed is our tender offer at a price that
we think you should consider.

     - We are offering to acquire your units of limited partnership interest in
       Shelter Properties II Limited Partnership for $238.25 per unit in cash,
       which includes your final settlement amount of $11.97 per unit.

     - This offer is not subject to any minimum number of units.

     - You will not be required to pay any partnership transfer fees in
       connection with any disposition of your units pursuant to this offer.

BY ACCEPTING OUR OFFER

     - You will receive your final K-1 for this partnership and forever be free
       of tax reporting relative to this investment.

     - You will have been able to convert your interest into cash.

     - You simply complete and sign the enclosed Letter of Transmittal in
       accordance with the instructions and mail or deliver it and any other
       required documents to The Altman Group, Inc., which is acting as
       Information Agent in connection with this offer.

BY REJECTING OUR OFFER

     - You will remain a limited partner in the partnership, and do not need to
       fill out any papers.

     - You will receive annual K-1's with your tax information.

     - You will receive the final payment of $11.97 per unit from the settlement
       fund as designated in the court-approved settlement. This payment does
       not dilute your ownership. Please see the description of the litigation
       and settlement within the enclosed document.

     The partnership's general partner, which is our affiliate, regularly
evaluates the capital needs, competitive position and market conditions for each
of the properties that the partnership owns, and the general partner uses these
factors to determine whether the partnership will want to continue to own them.
The general partner could decide that the best course of action is to sell some
or all of the assets in the partnership in the near future. Eventually, the
partnership will terminate. You may elect to hold your interest until the
termination of the partnership. If you elect to remain in the partnership until
termination, you will continue to participate in the partnership distributions,
if any, and the tax effects of the partnership's results. In any event, this is
our attempt to provide you some liquidity and to relieve you of your tax
reporting burden.

     If you have any questions, please contact the Information Agent, toll free,
at (800) 467-0821.

                                          Very truly yours,

                                          AIMCO PROPERTIES, L.P.