Item 1.01 Entry into a Material Definitive Agreement.

Shelter Properties II, a South Carolina limited partnership (the "Registrant"), owns Parktown Townhouses ("Parktown"), a 309-unit apartment complex located in Deer Park, Texas. As previously disclosed, on September 25, 2009, the Partnership and eight other entities (together the "Selling Entities") that collectively own nine apartment complexes containing an aggregate of 2,393 units entered into a Purchase and Sale Contract (the "Purchase Contract") with a third party, Standard Portfolios LLC, a Delaware limited liability company (the "Purchaser"), to sell nine apartment complexes (together the "Properties" and individually a "Property") owned by the Selling Entities to the Purchaser for a total sales price of $156,097,000, $18,917,000 of which will be allocated to Parktown. Each of the Selling Entities is affiliated with the Partnership and the Corporate General Partner of the Registrant.

On October 28, 2009, the Registrant and the Purchaser entered into a First Amendment to the Purchase and Sale Contract (the "First Amendment") pursuant to which four properties (the "Removed Properties") were each removed as a property to be sold under the Purchase Contract. Approximately $1,281,000 of the initial deposit amount (the "Initial Deposit") relating to the Removed Properties was released to the Purchaser.

PURCHASE PRICE. The total sales price for the five remaining properties is $76,096,000, $18,917,000 of which continues to be allocated to Parktown.

DEPOSITS. The Initial Deposit of $2,500,000 was reduced to approximately $1,219,000, approximately $303,000 of which is allocated to Parktown. An additional deposit of $700,000 was reduced to approximately $341,000, approximately $85,000 of which is allocated to Parktown.

EXPIRATION OF FEASIBILITY PERIOD. The Selling Entities and the Purchaser agreed that the Purchaser will have the right on or before November 16, 2009, the expiration of the feasibility period (i) to terminate the Purchase Contract in its entirety with respect to all Properties, (ii) to terminate the Purchase Contract in part with respect to Lazy Hollow and Chimneys of Cradlerock only, or
(iii) to terminate the Contract in part with respect to Woods of Inverness, Parktown and Westway Village only. The applicable share of the Initial Deposit for a timely terminated Property will be returned to the Purchaser upon such a termination.

This summary of the terms and conditions of the First Amendment is qualified in its entirety by reference to the First Amendment, a copy of which is attached hereto as an exhibit.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10(i)(c) First Amendment to Purchase and Sale Contract between Shelter Properties II, a South Carolina limited partnership, and the affiliated Selling Entities and Standard Portfolios LLC, a Delaware limited liability company, dated October 28, 2009.*

*Schedules and supplemental materials to the exhibit have been omitted but will be provided to the Securities and Exchange Commission upon request.