SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO/A

(Rule 14d-100)

(Amendment No. 2)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

Shelter Properties II Limited Partnership

(Name of Subject Company (Issuer))

AIMCO Properties, L.P.
Apartment Investment and Management Company
AIMCO-GP, Inc.
Shelter Realty II Corporation

(Names of Filing Persons (Offerors))

Limited Partnership Units

(Title of Class of Securities)

None

(CUSIP Number of Class of Securities)

Martha L. Long
Apartment Investment and Management Company
55 Beattie Place
PO Box 1089
Greenville, South Carolina 29602
(864) 239-1000

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Jonathan L. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
(213) 687-5000

Calculation of Filing Fee

Transaction valuation*	Amount of filing fee
$825,000	$25.33

* For purposes of calculating the fee only. This amount assumes the purchase of 1,375 units of limited partnership interest of the subject partnership for $600.00 per unit. Based on the current fee rate of $30.70 per million, the fee is $25.33.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $115.45                                           Filing Party: AIMCO Properties, L.P.

Form or Registration No.: Schedule TO/A                              Date Filed: April 27, 2007

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1

o issuer tender offer subject to Rule 13e-4

o going-private transaction subject to Rule 13e-3

o amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS

	ITEM 1. SUMMARY TERM SHEET
	ITEM 2. SUBJECT COMPANY INFORMATION
	ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
	ITEM 4. TERMS OF THE TRANSACTION
	ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
	ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
	ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
	ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
	ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
	ITEM 10. FINANCIAL STATEMENTS
	ITEM 11. ADDITIONAL INFORMATION
	ITEM 12. EXHIBITS
	ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
SIGNATURE
EXHIBIT INDEX
Supplement to Offer to Purchase
Amended and Restated Letter of Transmittal
Letter to Limited Partners

AMENDMENT NO. 2 TO SCHEDULE TO

     This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO initially filed on March 30, 2007 (as amended or supplemented from time to time, the “Schedule TO”) relating to the offer by AIMCO Properties, L.P., a Delaware limited partnership, to purchase units of limited partnership interest (“Units”) of Shelter Properties II Limited Partnership, a South Carolina limited partnership (the “Partnership”), subject to the conditions set forth in the Offer to Purchase, dated March 30, 2007 (as amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”). The information in Exhibits (a)(1), (a)(2), (a)(4), (a)(7) and (a)(8) are incorporated by reference in response to Items 1-11 of this Schedule TO. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO. Unless defined herein, capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Offer to Purchase.

ITEM 1. SUMMARY TERM SHEET.

     The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

          (a) The information set forth under “The Offer — Section 14. Certain Information Concerning Your Partnership” in the Offer to Purchase is incorporated herein by reference. The Partnership’s business address is 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its phone number is (864) 239-1000.

          (b) This Schedule TO relates to the units of limited partnership interest of Shelter Properties II, of which 27,500 units were issued and outstanding as of March 31, 2007.

          (c) Not applicable.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

     (a)-(c) This Schedule TO is being filed by Apartment Investment and Management Company, a Maryland corporation (“Aimco”), AIMCO Properties, L.P., a Delaware limited partnership (“Aimco Operating Partnership”), AIMCO-GP, Inc., a Delaware corporation (“Aimco-GP”), and Shelter Realty II Corporation, a South Carolina corporation (“Shelter”). Aimco-GP is the general partner of the Aimco Operating Partnership and a wholly owned subsidiary of Aimco. Shelter is the general partner of the Partnership and is a wholly owned subsidiary of Aimco. The principal business of Aimco, Aimco-GP, and the Aimco Operating Partnership is the ownership, acquisition, development, expansion and management of multi-family apartment properties. The principal business of Shelter is managing the affairs of the partnership. The business address of Aimco, Aimco-GP and the Aimco Operating Partnership is 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237, and their telephone number is (303) 757-8101. The principal address of Shelter is 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its phone number is (864) 239-1000.

     The information set forth under “The Offer — Section 8. Information Concerning Us and Certain of Our Affiliates” and Annex I of the Offer to Purchase is incorporated herein by reference.

     During the last five years, none of Aimco, Aimco-GP, the Aimco Operating Partnership or Shelter nor, to the best of their knowledge, any of the persons listed in Annex I of the Offer to Purchase (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of or prohibiting activities subject to federal or state securities laws or finding any violation with respect to such laws.

ITEM 4. TERMS OF THE TRANSACTION.

          (a) The information set forth in the Offer to Purchase and in the related Letter of Transmittal is incorporated herein by reference.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

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     (a) and (b) The information set forth under “Summary Term Sheet — Conflicts of Interest,” “The Offer — Section 9. Background and Reasons for the Offer” and “The Offer — Section 11. Conflicts of Interest and Transactions with Affiliates” in the Offer to Purchase is incorporated herein by reference.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

     (a), (c)(1)-(7) The information set forth under “The Offer — Section 9. Background and Reasons for the Offer,” “The Offer — Section 12. Future Plans of the Purchaser” and “The Offer — Section 7. Effects of the Offer; Effect on Trading Market; Registration under Section 12(g) of the Exchange Act” in the Offer to Purchase is incorporated herein by reference.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     (a), (b) and (d) The information set forth under “The Offer — Section 16. Source of Funds” and “The Offer — Section 20. Fees and Expenses” in the Offer to Purchase is incorporated herein by reference.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

     The information set forth under “The Offer — Section 14. Certain Information Concerning Your Partnership; Ownership and Voting” in the Offer to Purchase is incorporated herein by reference.

ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

     Not applicable.

ITEM 10. FINANCIAL STATEMENTS.

     Not applicable.

ITEM 11. ADDITIONAL INFORMATION.

          (a) The information set forth under “The Offer — Section 19. Certain Legal Matters” in the Offer to Purchase is incorporated herein by reference.

          (b) The information set forth in the Offer to Purchase and in the related Letter of Transmittal is incorporated herein by reference.

ITEM 12. EXHIBITS.

(a)(1)	Offer to Purchase dated March 30, 2007 (previously filed).
(a)(2)	Letter of Transmittal and related Instructions (previously filed).
(a)(3)	Letter dated March 30, 2007 from the Aimco Operating Partnership to the Limited Partners of Shelter Properties II (previously filed).
(a)(4)	Supplement to Offer to Purchase dated April 27, 2007 (previously filed).
(a)(5)	Press Release dated April 27, 2007 (previously filed).
(a)(6)	Letter dated April 27, 2007 from the Aimco Operating Partnership to the Limited Partners of Shelter Properties II (previously filed).
(a)(7)	Supplement to Offer to Purchase dated May 30, 2007.
(a)(8)	Amended and Restated Letter of Transmittal dated May 30, 2007.
(a)(9)	Letter dated May 30, 2007 from the Aimco Operating Partnership to the Limited Partners of Shelter Properties II Limited Partnership.
(b)(1)	Amended and Restated Secured Credit Agreement, dated as of November 2, 2004, by and among AIMCO, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers and Bank of America, N.A., Keybank National Association, and the Lenders listed therein (Exhibit 4.1 to AIMCO’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, is incorporated herein by reference).
(b)(2)	First Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of June 16, 2005, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers, and Bank of America, N.A., Keybank National Association, and the lenders listed therein (Exhibit 10.1 to AIMCO’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 22, 2005, is incorporated herein by reference).
(b)(3)	Second Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of March 22, 2006, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the borrowers, and Bank of America, N.A., Keybank National Association, and the lenders listed therein (Exhibit 10.1 to AIMCO’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2006, is incorporated herein by reference).

3

(d)	Not applicable.
(g)	None.
(h)	None.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

     Not applicable.

4

SIGNATURE

     After due inquiry and to the best of its knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

Date: May 30, 2007

APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By:	/s/ Martha L. Long
	Martha L. Long
	Senior Vice President
AIMCO-GP, INC.
By:	/s/ Martha L. Long
	Martha L. Long
	Senior Vice President
AIMCO PROPERTIES, L.P.
By:	AIMCO-GP, INC.
	Its General Partner

By:	/s/ Martha L. Long
	Martha L. Long
	Senior Vice President

SHELTER REALTY II CORPORATION
By:	/s/ Martha L. Long
	Martha L. Long
	Senior Vice President

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EXHIBIT INDEX

Exhibit No.	Description
(a)(7)	Supplement to Offer to Purchase dated May 30, 2007.
(a)(8)	Amended and Restated Letter of Transmittal dated May 30, 2007.
(a)(9)	Letter dated May 30, 2007 from the Aimco Operating Partnership to the Limited Partners of Shelter Properties II Limited Partnership.

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EX-99.(A)(7)

Exhibit (a)(7)

SUPPLEMENT TO

OFFER TO PURCHASE

AIMCO Properties, L.P.

is offering to purchase up to 1,375 limited partnership units in

Shelter Properties II Limited Partnership

for $600.00 per unit in CASH

On March 30, 2007, we commenced an offer to purchase the limited partnership units of Shelter Properties II Limited Partnership upon the terms and subject to the conditions set forth in the offer to purchase dated as of March 30, 2007 (as amended or supplemented from time to time, the “Offer to Purchase”) and the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”).

The purpose of this Supplement is to supplement and amend the information contained in the Offer to Purchase previously mailed to you.

We have decreased the number of limited partnership units we are seeking to purchase in this Offer. Upon the terms and subject to the conditions set forth in the Offer, we will accept up to 1,375 units validly tendered in response to our Offer. If more than 1,375 units are validly tendered (and not properly withdrawn) on or prior to the expiration date, we will purchase 1,375 units from tendering unitholders on a pro rata basis. You will not pay any partnership transfer fees if you tender units pursuant to this Offer. You will pay any other fees or costs, including any transfer taxes. Our offer price will be reduced for any distributions subsequently made or declared by your partnership prior to the expiration of our Offer. There are 655 holders in your partnership as of May 22, 2007.

OUR OFFER HAS BEEN EXTENDED. OUR OFFER AND YOUR WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON JUNE 15, 2007, UNLESS WE FURTHER EXTEND THE DEADLINE.

We urge you to read the information in the Offer to Purchase, as supplemented hereby, for a description of our Offer. See “Risk Factors” beginning on page 4 of the Offer to Purchase previously mailed to you for a description of risk factors that you should consider in connection with our Offer, including the following:

•  IF YOU WANT TO TENDER YOUR UNITS IN THE OFFER, YOU MUST SIGN A LETTER OF TRANSMITTAL IN WHICH YOU RELEASE US FROM ALL LIABILITY, EXCEPT AS OTHERWISE PROVIDED IN SECTION 3 HEREIN, WITH RESPECT TO ANY AND ALL CLAIMS THROUGH THE DATE OF EXECUTION OF THE LETTER OF TRANSMITTAL, INCLUDING, BUT NOT LIMITED TO, THOSE CLAIMS THAT WERE BROUGHT OR THAT COULD HAVE BEEN BROUGHT IN THE NUANES AND HELLER LITIGATION AND IRRESPECTIVE OF WHETHER YOU PREVIOUSLY REQUESTED EXCLUSION FROM THE SETTLEMENT OR WHAT HAPPENS IN CONNECTION WITH THE PENDING APPEAL CHALLENGING THE SETTLEMENT. YOU WILL ALSO ASSIGN TO US YOUR RIGHTS IN ANY FUTURE CLAIMS AND DISTRIBUTIONS, PROVIDED, HOWEVER, YOU WILL STILL BE ENTITLED TO RECEIVE YOUR PRO RATA SHARE OF THE SETTLEMENT FUND IN THE NUANES AND HELLER LITIGATION EVEN IF YOU TENDER, PROVIDED THAT YOU ARE OTHERWISE ELIGIBLE, AND IF AND WHEN APPROVAL OF THE SETTLEMENT AND JUDGMENT ENTERED THERETO BECOME FINAL.

(Continued on next page)

If you decide to accept our Offer, you must complete and sign the enclosed Letter of Transmittal in accordance with the instructions thereto and mail or deliver the signed Letter of Transmittal and any other required documents to The Altman Group, Inc., which is acting as Information Agent in connection with our Offer, at one of its addresses set forth below and on the back cover of this Supplement. Questions and requests for assistance or for additional copies of the Offer to Purchase, this Supplement or the related Letter of Transmittal may also be directed to the Information Agent at (800) 467-0821.

May 30, 2007

(Continued from prior page)

•  Our offer price was determined without any arms-length negotiations, which might result in a higher value for your partnership units.

•  The appraisals on which we based our estimate of the net equity value per unit (which was our initial offer price) were completed in 2003; more recent appraisals might indicate higher property values and, accordingly, a higher price per unit. However, we have since raised our offer price in response to competing offers.

•  There is no established or regular trading market for your units, nor is there a reliable standard for determining the fair market value of the units. Accordingly, our offer price may not represent fair market value for your units.

•  Our offer price might be higher if it took into account any potential improvements in the fair market value or operating performance of your partnership’s properties.

•  Your general partner and the property manager are affiliates of ours and, therefore, your general partner has substantial conflicts of interest with respect to our Offer.

•  We are making this Offer with a view to making a profit and, therefore, there is a conflict between our desire to purchase your units at a low price and your desire to sell your units at a high price.

•  Continuation of your partnership will result in our affiliate continuing to receive management fees from your partnership. Such fees would not be payable if your partnership were liquidated.

•  We may conduct a future offer at a higher price, although we have no obligation or current intention to do so.

•  For any units that we acquire from you, you will not receive any future distributions from operating cash flow of your partnership or upon a sale or refinancing of properties owned by your partnership.

•  The general partner makes no recommendation as to whether you should tender your units.

The general partner does not make any recommendation regarding whether you should accept this Offer. You are encouraged to carefully review the Offer to Purchase, as supplemented hereby, and any other information available to you and to seek the advice of your independent lawyer, tax advisor and/or financial advisor with respect to your particular circumstances before deciding whether or not to accept this Offer.

THE INFORMATION AGENT FOR THE OFFER IS:

THE ALTMAN GROUP, INC.

By Mail: P.O. Box 268 Lyndhurst, NJ 07071	By Overnight Courier: 1200 Wall Street, 3rd Floor Lyndhurst, NJ 07071	By Hand: 1200 Wall Street, 3rd Floor Lyndhurst, NJ 07071
	For information, please call:
	TOLL FREE: (800) 467-0821

SUPPLEMENTAL INFORMATION

The Offer to Purchase is hereby supplemented as follows (capitalized terms that are not otherwise defined herein have the respective meanings ascribed thereto in the Offer to Purchase):

Terms of the Offer

On March 30, 2007, we commenced an Offer to purchase all validly tendered limited partnership units in your partnership. If the purchase of such units would result in there being fewer than 320 unitholders in your partnership, we stated that we would purchase no more than 99% of the total number of units tendered by each unitholder to assure that there would be no reasonable likelihood that the partnership would have fewer than 300 unitholders as result of the Offer.

We have revised the terms of our Offer such that we will only purchase up to 1,375 limited partnership units, which represents approximately 5% of total units outstanding. If more than 1,375 units are validly tendered (and not properly withdrawn) on or prior to the expiration date, we will purchase 1,375 units from tendering unitholders on a pro rata basis (subject to any necessary adjustment for fractional units). There are 655 holders in your partnership as of May 22, 2007.

Upon the terms and subject to the conditions of the Offer, we will accept (and thereby purchase) up to 1,375 units that are validly tendered on or prior to the expiration date and not withdrawn in accordance with the procedures set forth in “Section 4. Withdrawal Rights” in the Offer to Purchase. We have extended the expiration date of the Offer to midnight, New York City time, on June 15, 2007, and we reserve the right in our reasonable discretion to further extend the period of time for which the Offer is open. See “Section 5. Extension of Tender Offer Period; Termination; Amendment; No Subsequent Offering Period” in the Offer to Purchase for a description of our right to extend the period of time during which the Offer is open and to amend or terminate the Offer.

Determination of Offer Price

As described in greater detail in the Offer to Purchase under “Section 9. Background and Reasons for the Offer — Determination of Offer Price and Valuation of Units,” we initially based our offer price on our estimate of the aggregate proceeds that would be available for distribution to limited partners in the event of a liquidation of your partnership’s properties. Our starting point was our estimate of the net equity value per unit of $524.04, calculated based on our estimate of the aggregate value of your partnership’s properties, the value of the non-real estate assets of your partnership and its liabilities, including the mortgage debt (including any prepayment penalty associated with such mortgage debt) and certain other costs of your partnership, as of December 31, 2006. We then determined to offer $550.00 per unit to match the offer price of a recent third-party offer.

A revised estimate of the net equity value per unit, based on the partnership’s financial information as of March 31, 2007, might indicate a slightly higher or lower price per unit. However, there have been no significant changes to the value of your partnership’s assets or liabilities, including mortgage debt and other costs, that would materially impact the net equity value per unit. In addition, our initial offer price of $550.00 was higher than our estimate of the net equity value per unit.

Prices on Secondary Market.  As disclosed in the Offer to Purchase under “Section 9. Background and Reasons for the Offer — Prices on the Secondary Market,” set forth below are the high and low secondary sales prices of units for the periods listed below (based on currently available data), as reported by Direct Investments Spectrum (formerly known as the Partnership Spectrum) and the American Partnership Board, both of which are independent, third-party sources.

Sales Prices of Partnership Units, as Reported by Direct Investments Spectrum

	High		Low
Year Ended December 31, 2007 (through January 31):		—		—
Year Ended December 31, 2006:	$	500.00	$	351.12
Year Ended December 31, 2005:	$	311.12	$	311.12
Year Ended December 31, 2004:	$	271.00	$	271.00

Sales Prices of Partnership Units, as Reported by The American Partnership Board

	High		Low
Year Ended December 31, 2007 (through April 30):		—		—
Year Ended December 31, 2006:		—		—
Year Ended December 31, 2005:	$	311.12	$	311.12
Year Ended December 31, 2004:	$	271.00	$	271.00

Acceptance for Payment and Payment for Units

In the Offer to Purchase under the section entitled “Section 2. Acceptance for Payment and Payment for Units,” we reserve the right to transfer or assign, in whole or in part, to one or more of our affiliates, the right to purchase units tendered pursuant to the Offer, but no such transfer or assignment will relieve us of our obligations under the Offer or prejudice your rights to receive payment for units validly tendered and accepted for payment pursuant to the Offer.

In addition to the above, if we assign the right to purchase the tendered limited partnership units to an affiliate that is not currently identified as a filing person while the Offer remains ongoing, we will revise our offer materials accordingly and will include those affiliates as filing persons and signatories on the relevant Schedule TO.

Source of Funds

As a result of the decrease in the number of limited partnership units we are seeking to purchase in this Offer to 1,375 units, we expect that approximately $0.8 million will be required to purchase all such limited partnership units, exclusive of fees and expenses. In addition to this Offer, we are making concurrent offers to acquire interests in several other limited partnerships. If all of the units sought in these offers are validly tendered and accepted by us, we would be required to pay approximately $70.3 million for all such units. At March 31, 2007, we had cash and cash equivalents of approximately $257.2 million, and availability under our credit facility of approximately $283.0 million.

Conflicts of Interest and Transactions with Affiliates

As set forth below, the section entitled “Section 11. Conflicts of Interest and Transactions with Affiliates,” in the Offer to Purchase is hereby supplemented to reflect certain payments to us for services and reimbursement of certain expenses incurred by us on behalf of the partnership, as of March 31, 2007.

We and the general partner of your partnership received total fees and reimbursements (excluding property management fees) from the partnership of approximately $247,000 for the three months ended March 31, 2007.

An affiliate of the general partner received property management fees of approximately $79,000 for the three months ended March 31, 2007.

An affiliate of the general partner charged the partnership for reimbursement of accountable administrative expenses amounting to approximately $100,000 for the three months ended March 31, 2007. The portion of these reimbursements included in investment properties is construction management services provided by an affiliate of the general partner of approximately $64,000 for the three months ended March 31, 2007. At March 31, 2007, the partnership owed approximately $198,000 for accountable administrative expenses.

The general partner advanced the partnership approximately $298,000 during the three months ended March 31, 2007, to pay real estate taxes at Parktown Townhouses and operating expenses at both properties. Interest accrues at the prime rate plus 2% (10.25% at March 31, 2007). Interest expense was approximately $8,000 for the three months ended March 31, 2007. At March 31, 2007, approximately $402,000 in principal and accrued interest was due to affiliates. Subsequent to March 31, 2007, an affiliate of the general partner advanced approximately $151,000 to fund operating expenses at both investment properties.

The partnership was charged by Aimco and its affiliates approximately $139,000 for the three months ended March 31, 2007 for hazard insurance coverage and fees associated with policy claims administration. Additional charges will be incurred by the partnership during 2007 as other insurance policies renew later in the year.

Certain Information Concerning Your Partnership

We have revised the financial data disclosed in the Offer to Purchase, under the section entitled “Section 14. Certain Information Concerning Your Partnership — Financial Data” to include selected financial information of your partnership for the three months ended March 31, 2007 and 2006. The selected financial information of your partnership set forth below for the three months ended March 31, 2007 and 2006 is based on unaudited financial statements. This information should be read in conjunction with such financial statements, including the notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Your Partnership” in the Quarterly Report on Form 10-QSB for the quarter ended March 31, 2007. These reports and other information may be inspected at the public reference facilities maintained by the SEC at One Station Place, 100 F Street, N.E., Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Room of the SEC in Washington, D.C. at prescribed rates. The SEC also maintains a site on the World Wide Web at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

	For the Three Months Ended March 31,
	2007			2006
	(in thousands, except per unit data)
Operating Data:
Total revenues	$	1,602		$	1,652
Income from continuing operations		113			280
Net income		113			280
Income from continuing operations per limited partnership unit		4.07			10.07
Net income per limited partnership unit		4.07			10.07
Distributions per limited partnership unit		—			—
Ratio of earnings to fixed charges		133.39	%		196.22	%
Balance Sheet Data:
Cash and Cash Equivalents	$	179		$	233
Real Estate, Net of Accumulated Depreciation		12,332			11,881
Total Assets		13,407			12,983
Notes Payable		13,780			14,340
General Partner’s Deficit		(71	)		(77	)
Limited Partners’ Deficit		(2,069	)		(2,696	)
Partners’ Deficit		(2,140	)		(2,773	)
Total Distributions		—			—
Book value per limited partnership unit		(75.24	)		(98.04	)
Cash Flow Data:
Net decrease in cash and cash equivalents	$	(39	)	$	(120	)
Net cash provided by operating activities		384			323

Average Rental Rates and Occupancy.  The following table sets forth the average occupancy of the properties for the three months ended March 31, 2007 and 2006:

	Average Occupancy
Property	2007			2006
Parktown Townhouses
Deer Park, Texas		90	%		94	%
Signal Pointe Apartments
Winter Park, Florida		86	%		96	%

Distributions.  There were no distributions paid during the three months ended March 31, 2007.

Capital Improvements

Parktown Townhouses.  The partnership completed approximately $102,000 of capital improvements at Parktown Townhouses during the three months ended March 31, 2007, consisting primarily of floor covering replacements and building improvements. These improvements were funded from operating cash flow. The property is currently undergoing a construction project related to improvements to the buildings. As a result of this project, interest expense of approximately $24,000, property tax expense of approximately $8,000 and operating costs of approximately $3,000 have been capitalized during the three months ended March 31, 2007. Based on current construction plans, the general partner anticipates the construction to be completed in July 2007 at a total estimated cost of approximately $250,000. The project will be funded from operating cash flow and advances from an affiliate of the general partner.

Signal Pointe Apartments.  The partnership completed approximately $396,000 of capital improvements at Signal Pointe Apartments during the three months ended March 31, 2007, consisting primarily of building improvements, fencing and air conditioning unit, appliance and floor covering replacements. These improvements were funded from operating cash flow.

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 the remainder of 2007. Such capital expenditures will depend on the physical condition of the property as well as replacement reserves and anticipated cash flow generated by the property. The additional capital expenditures will be incurred only if cash is available from operations, from Partnership reserves or advances from an affiliate of the general partner. 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.

Conditions to the Offer

The first bullet point in “Section 18. Conditions to the Offer” is amended to read in its entirety as follows:

•  Any change shall have occurred or been threatened in the business, properties, assets, liabilities, indebtedness, capitalization, condition (financial or otherwise), operations, licenses or franchises, management contract, or results of operations or prospects of your partnership or local markets in which your partnership owns or operates its property, including any fire, flood, natural disaster, casualty loss, or act of God that is adverse to your partnership or the value of your units to us, which change would, individually or in the aggregate, result in an adverse effect on net operating income of more than 10% per year, or a decrease in partners’ capital (or an increase in partners’ deficit) that exceeds 10% of total assets (a “Material Adverse Effect”).

The first sentence of the last paragraph in “Section 18. Conditions to the Offer” is amended to read in its entirety as follows:

The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to such conditions; provided, however, that we may not assert a condition which has not been satisfied solely as a result of our own actions or inactions.

* * *

Questions and requests for assistance or for additional copies of this Supplement, the Offer to Purchase and the letter of transmittal may be directed to the Information Agent at its telephone number and address listed below. You may also contact your broker, dealer, bank, trust company or any other nominee for assistance concerning the Offer.

THE INFORMATION AGENT FOR THE OFFER IS:

THE ALTMAN GROUP, INC.

By Mail: P.O. Box 268 Lyndhurst, NJ 07071	By Overnight Courier: 1200 Wall Street, 3rd Floor Lyndhurst, NJ 07071	By Hand: 1200 Wall Street, 3rd Floor Lyndhurst, NJ 07071
	By Telephone:
	TOLL FREE: (800) 467-0821
	By Fax:
	(201) 460-0050

EX-99.(A)(8)

Exhibit (a)(8)

AMENDED AND RESTATED

LETTER OF TRANSMITTAL

To Tender Units of Limited Partnership Interest In

Shelter Properties II Limited Partnership (the “Partnership”)

Pursuant to the Offer to Purchase

Dated March 30, 2007

by

AIMCO PROPERTIES, L.P.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON JUNE 15, 2007, UNLESS EXTENDED (the “Expiration Date”). THE OFFER PRICE IS $600.00 PER UNIT.

The Information Agent for the offer is:

THE ALTMAN GROUP, INC.

By Mail:	By Overnight Courier:	By Hand:
P.O. Box 268	1200 Wall Street, 3rd Floor	1200 Wall Street, 3rd Floor
Lyndhurst, NJ 07071	Lyndhurst, NJ 07071	Lyndhurst, NJ 07071
By Telephone:
TOLL FREE (800) 467-0821
By Fax:
(201) 460-0050

To participate in the offer, you must send a duly executed copy of this Letter of Transmittal and any other documents required by this Letter of Transmittal so that such documents are received by The Altman Group, Inc., the Information Agent, on or prior to the Expiration Date. The method of delivery of this Letter of Transmittal and all other required documents is at your option and risk, and delivery will be deemed made only when actually received by the Information Agent. If delivery is by mail, registered mail with return receipt requested is recommended. In all cases, sufficient time should be allowed to assure timely delivery. Delivery of this Letter of Transmittal or any other required documents to an address other than as set forth above does not constitute valid delivery.

For information or assistance in connection with the offer or the completion of this Letter of Transmittal, please contact the Information Agent at (800) 467-0821 (toll free).

The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

WHEN TENDERING, YOU MUST SEND ALL PAGES OF THIS LETTER OF TRANSMITTAL, INCLUDING EXECUTED TAX CERTIFICATIONS (BOXES A AND B).

DESCRIPTION OF UNITS TENDERED
Name(s), Address(es), Number of Units Owned and Tax Identification Number of Registered Holder(s).
(Please indicate changes or corrections to the name, address, number of units owned	Total Number of Units Tendered
and tax identification number printed below.)	(#)

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 2, 4 and 8)

To be completed ONLY if the consideration for the purchase price of Units accepted for payment is to be issued in the name of someone other than the undersigned.

o  Issue consideration to:

Name:

(Please Type or Print)

Address:

(Include Zip Code)

(Tax Identification or Social Security No.)

(See Substitute Form W-9)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 2, 4 and 8)

To be completed ONLY if the consideration for the purchase price of Units accepted for payment is to be sent to someone other than the undersigned or to the undersigned at an address other than that shown above.

o  Mail Consideration to:

Name:

(Please Type or Print)

Address:

(Include Zip Code)

NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

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Ladies and Gentlemen:

The undersigned hereby acknowledges that he or she has received (i) the Offer to Purchase dated March 30, 2007 (as amended or supplemented from time to time, the “Offer to Purchase”) relating to the offer by AIMCO Properties, L.P. (the “Purchaser”) to purchase Limited Partnership Interests (the “Units”) in the Partnership and (ii) this Letter of Transmittal and the Instructions hereto (as amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”).

The general partner of your Partnership does not make any recommendation regarding whether you should accept the Offer. You are encouraged to carefully review the Offer to Purchase and any other information available to you and to seek advice from your independent lawyer, tax advisor and/or financial advisor with respect to your particular circumstances before deciding whether or not to accept the Offer.

Upon the terms and subject to the conditions set forth in the Offer to Purchase, and this Letter of Transmittal, the undersigned hereto hereby tenders to the Purchaser the Units set forth in the box above entitled “Description of Units Tendered,” including all interests in any limited partnership represented by such units (collectively, the “Units”), at the price indicated on the Offer and any supplement thereto, less the amount of distributions, if any, made by the Partnership from March 30, 2007 (the “Offer Date”) until the Expiration Date (the “Offer Price”), net to the undersigned in cash, without interest.

By executing this Letter of Transmittal, the undersigned hereby acknowledges that the general partner does not make any recommendation regarding whether the undersigned should accept the Offer, and the undersigned hereto represents and warrants to the Purchaser that the undersigned has received the Offer.

Subject to and effective upon acceptance for payment of any of the Units tendered hereby in accordance with the terms of the Offer, the undersigned hereto hereby irrevocably sells, assigns, transfers, conveys and delivers to, or upon the order of, the Purchaser all right, title and interest in and to such Units tendered hereby that are accepted for payment pursuant to the Offer, including, without limitation, (i) all of the undersigned’s interest in the capital of the Partnership, and the undersigned’s interest in all profits, losses and distributions of any kind to which the undersigned shall at any time be entitled in respect of the Units, including, without limitation, distributions in the ordinary course, distributions from sales of assets, distributions upon liquidation, winding-up, or dissolution, payments in settlement of existing or future litigation (other than with respect to your pro rata share of the settlement fund in the Nuanes and Heller settlement, provided, that you are otherwise eligible and if and when the settlement and judgment entered thereto become final), and all other distributions and payments from and after the Expiration Date of the Offer, in respect of the Units tendered by the undersigned and accepted for payment and thereby purchased by the Purchaser; (ii) all other payments, if any, due or to become due to the undersigned in respect of the Units, under or arising out of the agreement and certificate of limited partnership of the Partnership (the “Partnership Agreement”), or any agreement pursuant to which the Units were sold (the “Purchase Agreement”), whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (iii) all of the undersigned’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under or arising out of the Partnership Agreement or Purchase Agreement or the undersigned’s ownership of the Units, including, without limitation, all voting rights, rights of first offer, first refusal or similar rights, and rights to be substituted as a limited partner of the Partnership; and (iv) all future claims, if any, of the undersigned whether on behalf of the Partnership, individually or on behalf of a putative class (including without limitation any claims against limited partners of the Partnership, the general partner(s) and/or any affiliates thereof) under, arising out of or related to the Partnership Agreement, the Purchase Agreement, the undersigned’s status as a limited partner, the terms or conditions of the Offer, the management of the Partnership, monies loaned or advanced, services rendered to the Partnership or its partners, or any other claims arising out of or related to the undersigned’s ownership of Units in the Partnership.

Further, the undersigned hereto, on behalf of himself or herself, his or her heirs, estate, executor, administrator, successors and assigns, and the Partnership, fully, finally and forever releases, relinquishes and discharges the Purchaser and its predecessors, successors and assigns and its present and former parents, subsidiaries, affiliates, investors, insurers, reinsurers, officers, directors, employees, agents, administrators, auditors, attorneys, accountants, information and solicitation agents, investment bankers, and other representatives, including but not limited to Apartment Investment and Management Company and the general partner of the Partnership (collectively, the “Releasees”), from any and all claims and causes of action, whether brought individually, on behalf of a class, or derivatively, demands, rights, or liabilities, including, but not limited to, claims for negligence, gross negligence, professional negligence, breach of duty of care or loyalty, or breach of duty of candor, fraud, breach of fiduciary duty, mismanagement, corporate waste, malpractice, misrepresentation, whether intentional or negligent,

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misstatements and omissions to disclose, breach of contract, violations of any state or federal statutes, rules or regulations, whether known claims or unknown claims, through and including the date of execution of the letter of transmittal, including, but not limited to, those claims that arise out of or relate to (a) those matters and claims set forth in the Nuanes and Heller class and derivative litigation described in the Offer to Purchase or the Stipulation of Settlement executed in connection therewith, (b) the ownership of one or more Units in the Partnership, including but not limited to, any and all claims related to the management of the Partnership or the properties owned by the Partnership (whether currently or previously), the payment of management fees or other monies to the general partner of the Partnership and its affiliates, prior acquisitions or tender offers and the prior settlement, (c) the purchase, acquisition, holding, sale, tender or voting of one or more Units in the Partnership, or (d) any of the facts, circumstances, allegations, claims, causes of action, representations, statements, reports, disclosures, transactions, events, occurrences, acts, omissions or failures to act, of whatever kind or character whatsoever, irrespective of the state of mind of the actor performing or omitting to perform the same, that have been or could have been alleged in any pleadings, amended pleading, argument, complaint, amended complaint, brief, motion, report or filing in the Nuanes and Heller class and derivative litigation (collectively, the “Released Claims”); provided, however, that the Released Claims are not intended to include (i) any claim based on violations of federal or state securities laws in connection with the Offer, and (ii) any right to your pro rata share of the settlement fund in the Nuanes and Heller settlement, provided that you are otherwise eligible and if and when the settlement and judgment entered thereto become final.

The undersigned hereto expressly waives and relinquishes, to the fullest extent permitted by law and consistent with the releases contained herein, the provisions, rights and benefits of Section 1542 of the Civil Code of California (“Section 1542”), which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

The undersigned hereto waives any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, that is similar, comparable or equivalent to Section 1542. The undersigned acknowledges and agrees that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of the Released Claims, but the undersigned shall be deemed to have fully, finally and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, that now exist or heretofore have existed upon any theory of law or equity now existing, including, but not limited to, conduct that is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery of the existence of such different or additional facts.

The undersigned hereto agrees that the releases contained herein are intended to include the Released Claims, which the undersigned may have and which the undersigned does not know or suspect to exist in its favor against the Releasees and that the releases contained herein extinguish those claims. The undersigned hereto represents and warrants to the Releasees that the undersigned has been advised by its attorney of the effect and import of the provisions of Section 1542, and that the undersigned has not assigned or otherwise transferred or subrogated any interest in the Released Claims.

The undersigned hereto irrevocably appoints the Purchaser and its designees as his or her proxy, each with full power of substitution, to the fullest extent of the undersigned’s rights with respect to the Units tendered by him or her and accepted for payment by the Purchaser. Such proxy shall be considered coupled with an interest in the tendered Units. Such appointment will be effective when, and only to the extent that, we accept the tendered units for payment. Upon such acceptance for payment, all prior proxies and consents given by the undersigned hereto with respect to the Units will, without further action, be revoked, and no subsequent proxies or consents may be given (and if given will not be effective). The Purchaser and its designees are, as to those Units, empowered to exercise all voting and other rights as a limited partner as the Purchaser, in its discretion, may deem proper at any meeting of limited partners, by written consent or otherwise. By executing this Letter of Transmittal, the undersigned agrees to execute all such documents and take such other actions as shall be reasonably required to enable the Units tendered to be voted in accordance with the Purchaser’s directions. The proxy granted by the undersigned hereto to the Purchaser will remain effective and be irrevocable for a period of ten years following the Expiration Date of the Offer.

The undersigned hereto hereby irrevocably constitutes and appoints the Purchaser and any designees of the Purchaser as the true and lawful agent and attorney-in-fact of the undersigned with respect to such Units, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to do all such acts and things necessary or expedient to deliver such Units and transfer ownership of such Units on the partnership books maintained by the general partner

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of the Partnership, together with all accompanying evidence of transfer and authenticity to, or upon the order of, the Purchaser, to sign any and all documents necessary to authorize the transfer of the Units to the Purchaser including, without limitation, the “Transferor’s (Seller’s) Application for Transfer” created by the National Association of Securities Dealers, Inc., if required, and upon receipt by the Information Agent (as the undersigned’s agent) of the Offer Price, to become a substitute limited partner, to receive any and all distributions made or declared by the Partnership from and after the Expiration Date of the Offer (regardless of the record date for any such distribution), and to receive all benefits and otherwise exercise all rights of beneficial ownership of such Units, all in accordance with the terms of the Offer. This appointment is effective upon purchase of the Units by the Purchaser and will remain effective and be irrevocable for a period of ten years following the Expiration Date of the Offer. Upon purchase of the Units pursuant to the Offer, all prior powers of attorney given by the undersigned hereto with respect to such Units will be revoked and no subsequent powers of attorney may be given (and if given will not be deemed effective).

In addition to and without limiting the generality of the foregoing, the undersigned hereto hereby irrevocably (i) requests and authorizes (subject to and effective upon acceptance for payment of any Unit tendered hereby) the Partnership and its general partner to take any and all actions as may be required to effect the transfer of the undersigned’s Units to the Purchaser (or its designee) and to admit the Purchaser as a substitute limited partner in the Partnership under the terms of the Partnership Agreement; (ii) empowers the Purchaser and its agent to execute and deliver to the general partner a change of address form instructing the general partner to send any and all future distributions to the address specified in the form, and to endorse any check payable to or upon the order of such unitholder representing a distribution to which the Purchaser is entitled pursuant to the terms of the Offer, in each case, in the name and on behalf of the tendering unitholder; (iii) agrees not to exercise any rights pertaining to the Units without the prior consent of the Purchaser; and (iv) requests and consents to the transfer of the Units, to be effective on the books and records of the Partnership as of the effective date set forth in the Offer.

Notwithstanding any provision in the Partnership Agreement or any Purchase Agreement to the contrary, the undersigned hereto hereby directs the general partner of the Partnership to make all distributions after the Purchaser accepts the tendered Units for payment to the Purchaser or its designee. Subject to and effective upon acceptance for payment of any Unit tendered hereby, the undersigned hereby requests that the Purchaser be admitted to the Partnership as a substitute limited partner under the terms of the Partnership Agreement. Upon request, the undersigned will execute and deliver additional documents deemed by the Information Agent or the Purchaser to be necessary or desirable to complete the assignment, transfer and purchase of Units tendered hereby and will hold any distributions received from the Partnership after the Expiration Date in trust for the benefit of the Purchaser and, if necessary, will promptly forward to the Purchaser any such distributions immediately upon receipt. The Purchaser reserves the right to transfer or assign, in whole or in part, from time to time, to one or more of its affiliates, the right to purchase Units tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer or prejudice the rights of tendering unitholders to receive payment for Units validly tendered and accepted for payment pursuant to the Offer.

By executing this Letter of Transmittal, the undersigned hereto represents that either (i) the undersigned is not a plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. Section 2510.3-101 of any such plan, or (ii) the tender and acceptance of Units pursuant to the Offer will not result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

The undersigned hereto understands that a tender of Units to the Purchaser will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Offer. The undersigned recognizes that under certain circumstances set forth in the Offer, the Purchaser may not be required to accept for payment any or all of the Units tendered hereby. In such event, the undersigned understands that any Letter of Transmittal for Units not accepted for payment may be returned to the undersigned or destroyed by the Purchaser (or its agent). This tender is irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date, or unless already accepted for payment, any time after 60 days from the Offer Date.

The undersigned has been advised that the Purchaser is an affiliate of the general partner of the Partnership. The undersigned hereto has made his or her own decision to tender Units.

The undersigned hereto hereby represents and warrants for the benefit of the Partnership and the Purchaser that the undersigned owns the Units tendered hereby and has full power and authority and has taken all necessary action to validly tender, sell, assign, transfer, convey and deliver the Units tendered hereby and that when the same are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens,

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restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof, and such Units will not be subject to any adverse claims and that the transfer and assignment contemplated herein are in compliance with all applicable laws and regulations.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned hereto, and any obligations of the undersigned shall be binding upon the heirs, personal representatives, trustees in bankruptcy, legal representatives, and successors and assigns of the undersigned.

The undersigned hereto further represents and warrants that, to the extent a certificate evidencing the Units tendered hereby (the “original certificate”) is not delivered by the undersigned together with this Letter of Transmittal, (i) the undersigned has not sold, transferred, conveyed, assigned, pledged, deposited or otherwise disposed of any portion of the Units, (ii) the undersigned has caused a diligent search of its records to be taken and has been unable to locate the original certificate, (iii) if the undersigned shall find or recover the original certificate evidencing the Units, the undersigned will immediately and without consideration surrender it to the Purchaser; and (iv) the undersigned shall at all times indemnify, defend, and save harmless the Purchaser and the Partnership, its successors, and its assigns from and against any and all claims, actions, and suits whether groundless or otherwise, and from and against any and all liabilities, losses, damages, judgments, costs, charges, counsel fees, and other expenses of every nature and character by reason of honoring or refusing to honor the original certificate when presented by or on behalf of a holder in due course of a holder appearing to or believed by the partnership to be such, or by issuance or delivery of a replacement certificate, or the making of any payment, delivery, or credit in respect of the original certificate without surrender thereof, or in respect of the replacement certificate.

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IMPORTANT: WHEN TENDERING, YOU MUST SEND ALL PAGES OF THIS LETTER OF
TRANSMITTAL, INCLUDING EXECUTED TAX CERTIFICATIONS ON NEXT PAGE.

SIGNATURE BOX
(SEE INSTRUCTION 2)

Please sign exactly as your name is printed on the front of this Letter of Transmittal. For joint owners, each joint owner must sign. (See Instruction 2).

The undersigned hereto hereby represents, warrants and agrees as set forth in this Letter of Transmittal and tenders the Units indicated in this Letter of Transmittal to the Purchaser pursuant to the terms of the Offer.

X

(Signature of Owner)

X

(Signature of Joint Owner)

Name and Capacity (if other than individuals):

Title:

Address:

(City) (State) (Zip)

Area Code and Telephone No. (Day):

                           (Evening):

SIGNATURE GUARANTEE (If Required)

(SEE INSTRUCTION 2)

YOU DO NOT NEED TO HAVE YOUR SIGNATURE GUARANTEED UNLESS YOU ARE A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OF A CORPORATION OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY.

Name and Address of Eligible Institution:

Authorized Signature:  X

Name:

Title: _ _ Date: _ _

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TAX CERTIFICATIONS
(See Instruction 5)

Please refer to the attached Instructions for completing Boxes A and B below.

BOX A
REQUESTER’S NAME: AIMCO PROPERTIES, L.P.
SUBSTITUTE FORM W-9	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT
		Social Security Number OR
Department of the Treasury Internal Revenue Service (IRS)		Taxpayer Identification Number
		o Exempt
Payer’s Request for Taxpayer Identification Number (TIN)
	Check appropriate box: o Disregarded Entity o Individual/Sole Proprietor o Corporation o Partnership o Other _ _(If you are an LLC, check the box marked “Other”, write LLC, and also check one of the other boxes to indicate your tax status (e.g., disregarded entity, individual/sole proprietor, corporation, partnership).
Please fill in your name and address below. Name Business Name Address (number and street) City, State and Zip Code	Part 2 — Certification — Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding either because (a) I am exempt from backup withholding, (b) I have not been notified by the IRS that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (as defined for U.S. federal income tax purposes).
	Certification Instructions — You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of under reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). If you are exempt from backup withholding, check the box in Part 1 and see the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9”.
	Signature:_ _		Date:_ _

BOX B
FIRPTA AFFIDAVIT

Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg. 1.1445 11T(d), a transferee must withhold tax equal to 10% of the amount realized with respect to certain transfers of an interest in a partnership if 50% or more of the value of its gross assets consists of U.S. real property interests and 90% or more of the value of its gross assets consists of U.S. real property interests plus cash equivalents, and the holder of the Units is a foreign person. To inform AIMCO Properties, L.P. that no withholding is required with respect to the unitholder’s Units in the Partnership, the undersigned hereby certifies the following under penalties of perjury:

(i) Unless this box o is checked, the unitholder, if an individual, is a U.S. citizen or a resident alien for purposes of U.S. income taxation, and if other than an individual, is not a foreign corporation, foreign partnership, foreign estate or foreign trust (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);

(ii) The unitholder is not a disregarded entity as defined in Treas. Reg. Section 1.1445-2(b)(2)(iii);

(iii) The unitholder’s U.S. social security number (for individuals) or employer identification number (for non individuals) is correct as furnished in the blank provided for that purpose in Box A;

(iv) The unitholder’s home address (for individuals), or office address (for non individuals), is correctly printed (or corrected) is correct as furnished in the blank provided for that purpose in Box A.

The undersigned understands that this certification may be disclosed to the IRS by AIMCO Properties, L.P. and that any false statements contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete.

Signature: _ _  Date:_ _

THE IRS DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.

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INSTRUCTIONS
FOR COMPLETING LETTER OF TRANSMITTAL

1.  Requirements of Tender.  To be effective, a duly completed and signed Letter of Transmittal (or facsimile thereof) and any other required documents must be received by the Information Agent at one of its addresses (or its facsimile number) set forth herein on or before the date and time of the Expiration Date, unless extended. To ensure receipt of the Letter of Transmittal and any other required documents, it is suggested that you use overnight courier delivery or, if the Letter of Transmittal and any other required documents are to be delivered by United States mail, that you use certified or registered mail, return receipt requested.

Our records indicate that you own the number of Units set forth in the box above entitled “Description of Units Tendered” under the column entitled “Name(s), Address(es), Number of Units Owned and Tax Identification Number of Registered Holder(s).” If you would like to tender only a portion of your Units, please so indicate in the space provided in the box above entitled “Description of Units Tendered.”

WHEN TENDERING, YOU MUST SEND ALL PAGES OF THE LETTER OF TRANSMITTAL, INCLUDING EXECUTED TAX CERTIFICATIONS (BOXES A and B).

THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING UNITHOLDER AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.

2.  Signature Requirements.

Individual and Joint Owners.  After carefully reading and completing the Letter of Transmittal, to tender Units, unitholders must sign at the “X” in the Signature Box of the Letter of Transmittal. The signature(s) must correspond exactly with the names printed (or corrected) on the front of the Letter of Transmittal. No signature guarantee on the Letter of Transmittal is required if the Letter of Transmittal is signed by the unitholder (or beneficial owner in the case of an IRA). If any tendered Units are registered in the names of two or more joint owners, all such owners must sign this Letter of Transmittal.

IRAs/Eligible Institutions.  For Units held in an IRA account, the beneficial owner should sign in the Signature Box and no signature guarantee is required. Similarly, no signature guarantee is required if Units are tendered for the account of a member firm of a registered national security exchange, a member firm of the National Association of Securities Dealers, Inc. or a commercial bank, savings bank, credit union, savings and loan association or trust company having an office, branch or agency in the United States (each an “Eligible Institution”).

Trustees, Corporations, Partnership and Fiduciaries.  Trustees, executors, administrators, guardians, attorneys-in-fact, officers of a corporation, authorized partners of a partnership or other persons acting in a fiduciary or representative capacity must sign at the “X” in the Signature Box and have their signatures guaranteed by an Eligible Institution by completing the signature guarantee set forth in the Signature Box of the Letter of Transmittal. If the Letter of Transmittal is signed by trustees, administrators, guardians, attorneys-in-fact, officers of a corporation, authorized partners of a partnership or others acting in a fiduciary or representative capacity, such persons should, in addition to having their signatures guaranteed, indicate their title in the Signature Box and must submit proper evidence satisfactory to the Purchaser of their authority to so act (see Instruction 3 below).

3.  Documentation Requirements.  In addition to the information required to be completed on the Letter of Transmittal, additional documentation may be required by the Purchaser under certain circumstances including, but not limited to, those listed below. Questions on documentation should be directed to the Information Agent at its telephone number set forth herein.

Deceased Owner (Joint Tenant)	— Copy of death certificate.
Deceased Owner (Others)	— Copy of death certificate (see also Executor/ Administrator/Guardian below).
Executor/Administrator/Guardian	— Copy of court appointment documents for executor or administrator; and
	(a) a copy of applicable provisions of the will (title page, executor(s)’ powers, asset distribution); or

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	(b) estate distribution documents.
Attorney-in-Fact	— Current power of attorney.
Corporation/Partnership	— Corporate resolution(s) or other evidence of authority to act. Partnership should furnish a copy of the partnership agreement.
Trust/Pension Plans	— Unless the trustee(s) are named in the registration, a copy of the cover page of the trust or pension plan, along with a copy of the section(s) setting forth names and powers of trustee(s) and any amendments to such sections or appointment of successor trustee(s).

4.  Special Payment and Delivery Instructions.  If consideration is to be issued in the name of a person other than the person signing the Signature Box of the Letter of Transmittal or if consideration is to be sent to someone other than such signer or to an address other than that set forth on the Letter of Transmittal in the box entitled “Description of Units Tendered,” the appropriate boxes on the Letter of Transmittal should be completed.

5.  Tax Certifications.  The unitholder(s) tendering Units to the Purchaser pursuant to the Offer must furnish the Purchaser with the unitholder(s)’ taxpayer identification number (“TIN”) and certify as true, under penalties of perjury, the representations in Box A and Box B. See attached Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for guidance in determining the proper TIN to give the Purchaser.

U.S. Persons.  A unitholder that is a U.S. citizen or a resident alien individual, a domestic corporation, a domestic partnership, a domestic trust or a domestic estate (collectively, “U.S. Persons”), as those terms are defined in the Code, should follow the instructions below with respect to certifying Box A and Box B.

Box A — Substitute Form W-9.

Part (i), Taxpayer Identification Number.  Tendering unitholders must certify to the Purchaser that the TIN provided in Box A is correct. If a correct TIN is not provided, penalties may be imposed by the Internal Revenue Service (the “IRS”), in addition to the unitholder being subject to backup withholding.

Part (ii), Backup Withholding.  In order to avoid Federal income tax backup withholding, the tendering unitholder must certify, under penalty of perjury, that such unitholder is not subject to backup withholding. Certain unitholders (including, among others, all corporations and certain exempt non-profit organizations) are not subject to backup withholding. Backup withholding is not an additional tax. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS. Do not check the box in Box A, Part (ii), unless you have been notified by the IRS that you are subject to backup withholding.

When determining the TIN to be furnished, please refer to the following as a guide:

Individual accounts — should reflect owner’s TIN.

Joint accounts — should reflect the TIN of the owner whose name appears first.

Trust accounts — should reflect the TIN assigned to the trust.

IRA custodial accounts — should reflect the TIN of the custodian (not necessary to provide).

Custodial accounts for the benefit of minors — should reflect the TIN of the minor.

Corporations, partnership or other business entities — should reflect the TIN assigned to that entity.

Single member limited liability company — should reflect the TIN of the owner of the Units for federal income tax purposes.

Non-U.S. Persons.  In order for a unitholder that is not a U.S. Person (“Non-U.S. Person”) to qualify as exempt, such unitholder must submit a completed Form W-8BEN “Certificate of Foreign Status,” Form W-8ECI “Certificate of Foreign Person’s Claim for Exemption from Withholding on Income Effectively Connected with the Conduct of a U.S. Trade or Business,” or Form W-8IMY “Certificate of Foreign Intermediary, Foreign Flow Through Entity or Certain U.S. Branches for United States Tax Withholding” signed under penalties of perjury attesting to such exempt status. Such forms may be obtained from the IRS at www.irs.gov.

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Box B — FIRPTA Affidavit.  Section 1445 of the Code requires that each unitholder transferring interests in a partnership with real estate assets meeting certain criteria certify under penalty of perjury the representations made in Box B, or be subject to withholding of tax equal to 10% of the amount realized for interests purchased. Tax withheld under Section 1445 of the Code is not an additional tax. If withholding results in an overpayment of tax, a refund may be obtained from the IRS. Part (i) should be checked only if the tendering unitholder is not a U.S. Person, as described therein.

6.  Conditional Tenders.  No alternative, conditional or contingent tenders will be accepted.

7.  Validity of Letter of Transmittal.  All questions as to the validity, form, eligibility (including time of receipt) and acceptance of a Letter of Transmittal and other required documents will be determined by the Purchaser and such determination will be final and binding. The Purchaser’s interpretation of the terms and conditions of the Offer (including these Instructions for this Letter of Transmittal) will be final and binding. The Purchaser will have the right to waive any irregularities or conditions as to the manner of tendering. Any irregularities in connection with tenders, unless waived, must be cured within such time as the Purchaser shall determine. This Letter of Transmittal will not be valid until any irregularities have been cured or waived. Neither the Purchaser nor the Information Agent are under any duty to give notification of defects in a Letter of Transmittal and will incur no liability for failure to give such notification.

8.  Assignee Status.  Assignees must provide documentation to the Information Agent which demonstrates, to the satisfaction of the Purchaser, such person’s status as an assignee.

9.  Transfer Taxes.  The amount of any transfer taxes (whether imposed on the registered holder or such person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W 9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER — Social Security Numbers have nine digits separated by two hyphens: i.e., 000 00 0000. Employer Identification Numbers have nine digits separated by only one hyphen: i.e., 00 0000000. The table below will help determine the type of number to give the payer.

		Give the SOCIAL
		SECURITY number
For this type of account:		of —
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or single-owner LLC	The owner(3)

		Give the EMPLOYER
		IDENTIFICATION number
For this type of account:		of —
6.	A valid trust, estate, or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(4)
7.	Corporate or LLC electing corporate status on Form 8832	The corporation
8.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
9.	Partnership or multi-member LLC	The partnership
10.	A broker or registered nominee	The broker or nominee
11.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s Social Security number.
(3)	You must show your individual name. You may also enter your business name or “doing business” name on the second line. You may use your Social Security number or Employer Identification number.
(4)	List first and circle the name of the valid trust, estate or pension trust.

Note:  If no name is circled when is more than one name, the number will be considered to be that of the first name listed.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER (TIN) ON SUBSTITUTE FORM W 9
(Section references are to the Internal Revenue Code)
Page 2

Obtaining a Number

If you do not have a taxpayer identification number, apply for one immediately. To apply for an SSN, obtain Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.socialsecurity.gov/online/ss-5.pdf. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses/ and clicking on Employer ID Numbers under Related Topics. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

Payees and Payments Exempt From Backup Withholding

Payees specifically exempt from backup withholding (if the payee properly establishes its entitlement to such exemption through the provision of the requisite documentation to the extent required by Treasury regulations) on all payments include the following:

(1) An organization exempt from tax under section 501(a), or an individual retirement plan (“IRA”), or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).

(2) The United States or any of its agencies or instrumentalities.

(3) A State, the District of Columbia, a possession of the United States, or any of their political subdivision or instrumentalities.

(4) A foreign government or any of its political subdivisions, agencies or instrumentalities.

(5) An international organization or any of its agencies or instrumentalities.

Payees specifically exempted from backup withholding on interest and dividend payments include the following:

(6) A corporation.

(7) A foreign central bank of issue.

(8) A dealer in securities or commodities required to register in the United States or a possession of the United States.

(9) A real estate investment trust

(10) An entity registered at all times during the tax year under the Investment Company Act of 1940.

(11) A common trust fund operated by a bank under section 584 (a).

(12) A financial institution.

(13) A middleman known in the investment community as a nominee or custodian.

(14) A trust exempt from tax under section 664 or described in section 4947.

Payments that are not subject to information reporting are generally also not subject to backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A, and 6050N, and the regulations under those sections. Exempt payees should complete a Substitute Form W-9 to avoid possible erroneous backup withholding.

Privacy Act Notice.  Section 6109 requires you to furnish your correct taxpayer identification number to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return and may also provide this information to various government agencies for tax enforcement or litigation purposes. The IRS may also disclose this information to other countries under a tax treaty. You must provide your taxpayer identification number whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a tax identification number to a payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number.  If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding.  If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information.  Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

(4) Misuse of Taxpayer Identification Numbers.  If the requester discloses or uses taxpayer identification numbers in violation of federal law, the requester may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS

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Questions and requests for assistance or for additional copies of this Offer to Purchase and the letter of transmittal may be directed to the Information Agent at its telephone number and address listed below. You may also contact your broker, dealer, bank, trust company or other nominee for assistance concerning the offer.

The Information Agent for the offer is:

THE ALTMAN GROUP, INC.

By Mail:	By Overnight Courier:	By Hand:
P.O. Box 268	1200 Wall Street, 3rd Floor	1200 Wall Street, 3rd Floor
Lyndhurst, NJ 07071	Lyndhurst, NJ 07071	Lyndhurst, NJ 07071
By Telephone:
TOLL FREE (800) 467-0821
By Fax:
(201) 460-0050

EX-99.(A)(9)

Exhibit (a)(9)

AIMCO PROPERTIES, L.P.
c/o The Altman Group, Inc.
1200 Wall Street, 3^rd Floor
Lyndhurst, NJ 07071
(800) 467-0821

May 30, 2007

Dear Limited Partner:

We recently mailed you tender offer documents offering to purchase your units of limited partnership interest in Shelter Properties II Limited Partnership for $600.00 (as previously amended) per unit in cash. Our offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 30, 2007, and in the related Letter of Transmittal (collectively, together with any supplements or amendments, our “Offer”).

We have extended our Offer until midnight, New York City time, on June 15, 2007.  Our Offer was previously scheduled to expire on May 30, 2007. AIMCO Properties, L.P. has reported, based on information provided by the Information Agent for the Offer, that as of the close of business on May 22, 2007, 99 units had been tendered pursuant to the Offer.

We have amended and supplemented our Offer to Purchase to include additional information.  A copy of the Supplement to Offer to Purchase dated May 30, 2007 is enclosed, along with an Amended and Restated Letter of Transmittal. Please review it carefully before making your decision as to whether or not to accept our offer. Our offer price remains $600.00 per unit.

If you retain your units, you will continue to be a limited partner. 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.

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

Sincerely,

AIMCO Properties, L.P.