1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934)

(Amendment No.2)
SHELTER PROPERTIES IV
(Name of the Issuer)

AIMCO PROPERTIES, L.P.
SHELTER REALTY IV. CORPORATION
(Name of Person(s) Filing Statement)

UNITS OF LIMITED PARTNERSHIP
(Title of Class of Securities)

None
(CUSIP Number of Class of Securities)

Peter K. Kompaniez
Vice Chairman of the Board of Directors
Apartment Investment and Management Company
1873 South Bellaire Street, 17th Floor
Denver, Colorado 80222-4348
(303) 757-8101
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications on
Behalf of Person(s) Filing Statement)

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Copies to:

Jonathan L. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071
(213) 687-5000

This statement is filed in connection with (check the appropriate box):

(a) [ ] The filing of solicitation materials or an
information statement subject to Regulation 14A,
Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.

(b) [X] The filing of a registration statement under the
Securities Act of 1933.

(d) [ ] None of the above.

Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]

CALCULATION OF FILING FEE

Transaction Valuation* $15,280,290 Amount of Filing Fee: $3,056.06

* For purposes of calculating the fee only. This amount assumes the
purchase of 30,258 units of limited partnership interest ("Units") of
the subject partnership for $505.00 per Unit. The amount of the filing
fee, calculated in accordance with Section 14(g)(1)(B)(3) and Rule
11(d) under the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the aggregate amount of cash and/or the value
of the securities being sought by AIMCO Properties, L.P.

[X] Check box if any part of the fee is offset as provided by Rule 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: $118,000(1) Filing Parties: AIMCO Properties, L.P. and
Apartment Investment and
Management Company

Form or Registration No.: 333-60355 Date Filed: July 31, 1998

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(1) Represents the fees paid by AIMCO Properties, L.P. in Registration
Statement No. 333-60355.

INTRODUCTION

This Amendment No. 2 to Rule 13e-3 Transaction Statement on
Schedule 13E-3 is being filed with the Securities and Exchange Commission (the
"SEC") by AIMCO Properties, L.P., a Delaware limited partnership (the "AIMCO
Operating Partnership"), with respect to a proposed exchange offer for certain
of the units of limited partnership of Shelter Properties IV, a South Carolina
limited partnership (the "Partnership"). This Amendment No. 2 is also being
filed by Shelter Realty IV Corporation, a South Carolina corporation, the
general partner of the Partnership.

The following cross-reference sheet is being supplied pursuant
to General Instruction F to Schedule 13E-3 and shows the location of the
information required by Schedule 13E-3 in the Prospectus Supplement for the
exchange offer to the limited partners of the Partnership, as amended or
supplemented (the "Prospectus Supplement"), forming a part of, or relating to,
the registration statement (the "Registration Statement") on Form S-4
(File No. 333-60355) filed by the AIMCO Operating Partnership and Apartment
Investment and Management Company, a Maryland corporation ("AIMCO"), with the
SEC. The information set forth in the base Prospectus and the Prospectus
Supplement, including all appendices, schedules and exhibits thereto, are hereby
expressly incorporated by reference as set forth in the following
cross-reference sheet and in the responses to each item of this Schedule 13E-3,
and such responses are qualified in their entirety by the provisions of the
Prospectus Supplement. The cross-reference sheet indicates the caption in the
Prospectus Supplement under which the responses are incorporated herein by
reference. If any such item is inapplicable or the answer thereto is in the
negative and is omitted from the Prospectus Supplement, it is so indicated in
the cross-reference sheet.

CROSS REFERENCE SHEET
Pursuant to General Instruction F to Schedule 13E-3

UNLESS OTHERWISE INDICATED,
ALL REFERENCES ARE TO PORTIONS
OF THE PROSPECTUS SUPPLEMENT
SCHEDULE 13E-3 ITEM WHICH IS INCORPORATED HEREIN
NUMBER AND CAPTION BY REFERENCE
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1. Issuer and Class of Security
Subject to the Transaction

(a).................................. Outside Front Cover Page; "Summary--Your Partnership."

(b).................................. Outside Front Cover Page; "Summary--Your
Partnership;" "The Offer--Terms of the Offer;
Expiration Date;" and "Your
Partnership--General."

(c).................................. Not applicable, but see "Fairness of the
Offer--Comparison of Consideration to
Alternative Consideration--Prices on Secondary
Market."

(d).................................. "Summary--Summary Financial Information of
Shelter Properties IV."

(e).................................. Not applicable.

(f).................................. "Background and Reasons for the
Offer--Background of the Offer--Previous Tender
Offers" and "Your Partnership--Beneficial Owner
ship of Interests in Your Partnership."

2. Identity and Background

(a)-(d) and (g)...................... "Summary--Affiliation with Your General Partner,"
"The AIMCO Operating Partnership,"
"Your Partnership--General" and Appendix B.

(e)-(f).............................. Not applicable.

3. Past Contracts, Transactions or
Negotiations

(a).................................. "Background and Reasons for the
Offer--Background of the Offer--Previous Tender
Offers"; "Your Partnership--Distributions"
"Your Partnership--Compensation Paid to the
General Partner and its Affiliates" and
"Conflicts of Interest."

(b).................................. "Background and Reasons for the
Offer--Background of the Offer."

4. Terms of the Transaction

(a).................................. "The Offer"

(b).................................. Not applicable.

5. Plans or Proposals of the Issuer
or Affiliate

(a)-(e) ............................. Not applicable.

(f)-(g).............................. "The Offer--Effects of the Offer--Effect on Trading
Market; Registration under Section 12(g) of the
Exchange Act."

6. Source and Amounts of Funds
or Other Consideration

(a)-(d).............................. "Source and Amount of Funds and Transactional
Expenses."

7. Purpose(s), Alternatives,
Reasons and Effects

(a) & (c)............................ "Background and Reasons for the Offer--Background of
the Offer--General."

(b).................................. "Background and Reasons for the Offer--Alternatives
Considered" and "Fairness of the

Offer--Comparison of Consideration to Alternative
Consideration."

(d).................................. "Background and Reasons for the Offer--Expected
Benefits of the Offer," "The Offer--Effects of the
Offer" and "Certain Federal Income Tax Consequences."

8. Fairness of the Transaction

(a) - (b)............................ "Fairness of the Offer--Position of the General
Partner of Your Partnership With Respect to the
Offer; Fairness"

(c).................................. "Background and Reasons For the
Offer--Alternatives Considered--Alternative
Structures Considered."

(d) - (e) ........................... Not applicable.

(f).................................. "Background and Reasons for the Of
fer--Background of the Offer--Previous Tender
Offers."

9. Reports, Opinions, Appraisals
and Certain Negotiations

(a) - (c)............................ "Fairness of the Offer--Comparison of Consideration
to Alternative Consideration--Appraisals" "Stanger
Analysis" and Appendix A.

10. Interest in Securities of the Issuer

(a) & (b)............................ "Background and Reasons for the Offer--Prior Tender
Offers" and "Your Partnership--Beneficial Ownership of
Interests in Your Partnership."

11. Contracts, Arrangements or Under-
standings With Respect to the Issuer's
Securities........................... Not applicable; but see "Background and Reasons
for the Offer--Background of the Offer--Previous
Tender Offers."

12. Present Intention and
Recommendation of Certain
Persons with Regard to the
Transaction

(a) - (b)............................ Not applicable; but see "Fairness of the
Offer--Position of the General Partner of Your
Partnership With Respect to the Offer;
Fairness."

13. Other Provisions of the
Transaction

(a).................................. "The Offer--Dissenters' Rights."

(b).................................. "Fairness of the Offer--Position of the General
Partner of Your Partnership with Respect to the
Offer; Fairness."

(c).................................. Not applicable.

14. Financial Information

(a).................................. "Summary--Summary Financial Information of
Shelter Properties IV" and "Summary--Comparative
Per Unit Data." For the financial statements of the
Partnership, see its latest Form 10-KSB, which will
accompany the base Prospectus and Prospectus Supplement.
For the financial statements of AIMCO Properties, L.P.
see "Financial Statements of AIMCO Properties, L.P."
in the base Prospectus to the Form S-4 Registration Statement.

(b).................................. "Summary--Summary Pro Forma Financial and
Operating Information of AIMCO Properties, L.P."
and "Pro Forma Financial Statements."

15. Persons and Assets Employed,
Retained or Utilized

(a).................................. Not applicable.

(b).................................. "Source and Amount of Funds and Transactional
Expenses."

16. Additional Information............... The information set forth in the Prospectus
Supplement is incorporated herein by reference
in its entirety.

17. Material to be Filed as
Exhibits............................. Separately included herewith.

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Item 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.

(a) The information concerning the Partnership, its securities and
its principal executive office set forth on the outside front cover page of the
Prospectus Supplement and in the section entitled "Summary--Your Partnership" is
incorporated herein by reference.

(b) The information set forth in the outside front cover page of
the Prospectus Supplement and in the section entitled "Summary--Your
Partnership;" "The Offer--Terms of the Offering Expiration Date" and "Your
Partnership--General" is incorporated herein by reference.

(c) The information set forth in the Prospectus Supplement in the
section entitled "Not applicable, but see "Fairness of the Offer--Comparison of
Consideration to Alternative Consideration--Prices on Secondary Market" is
incorporated herein by reference.

(d) There is no established trading market for such securities.

(e) Neither AIMCO Operating Partnership nor the Partnership has
made an underwritten public offering of their respective securities during the
past three years which was registered under the Securities Act of 1933, as
amended, or exempt from registration thereunder pursuant to Regulation A.

(f) The information set forth in the Prospectus Supplement in the
sections entitled "Background and Reasons for the Offer--Background of the
Offer--Previous Tender Offers: and "Your Partnership--Beneficial Ownership of
Interests in Your Partnership" is incorporated herein by reference.

Item 2. IDENTITY AND BACKGROUND.

(a) - (d) and (g) The persons filing this Statement is AIMCO
Properties, L.P. (the "AIMCO Operating Partnership") and Shelter Realty IV
Corporation. The information set forth in the Prospectus Supplement in the
section entitled "The AIMCO Operating Partnership" is incorporated herein by
reference. The information set forth in the Prospectus Supplement in the
section entitled "AIMCO Operating Partnership" and in Appendix B is incorporated
herein by reference.

(e) and (f) During the last five years, none of the AIMCO
Operating Partnership, AIMCO-GP, Inc., AIMCO, Shelter Realty IV Corporation
nor, to the best of their knowledge, any of the respective affiliated general
partners, executive officers, directors, or controlling persons of any such
entities (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 of such laws.

Item 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.

(a) The information set forth in the Prospectus Supplement in the
sections entitled "Background and Reasons for the Offer--Background of the
Offer--Previous Tender Offers;" "Your Partnership--Distributions," "Your
Partnership--Compensation Paid to the General Partner and its Affiliates" and
"Conflicts of Interest" is incorporated herein by reference.

(b) The information set forth in the Prospectus Supplement in the
section entitled "Background and Reasons for the Offer--Background of the Offer"
is incorporated herein by reference.

Item 4. TERMS OF THE TRANSACTION.

(a) The information set forth in the Prospectus Supplement in the
section entitled "The Offer" is incorporated herein by reference.

(b) Not applicable.

Item 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.

(a) - (e) Not applicable.

(f) - (g) The information set forth in the Prospectus Supplement
in the section entitled "The Offer--Effects of the Offer--Effect on Trading
Market; Registration under Section 12(g) of the Exchange Act" is incorporated
herein by reference.

Item 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

(a) - (d) The information set forth in the Prospectus Supplement
in the section entitled "Source and Amount of Funds and Transactional Expenses"
is incorporated herein by reference.

Item 7. PURPOSES(S), ALTERNATIVES, REASONS AND EFFECTS.

(a) and (c) The information set forth in the Prospectus Supplement
in the section entitled "Background and Reasons for the Offer--Background of the
Offer--General" is incorporated herein by reference.

(b) The information set forth in the Prospectus Supplement in the
sections entitled "Background and Reasons for the Offer--Alternatives
Considered" and "Fairness of the Offer--Comparison of Consideration to
Alternative Consideration."

(d) The information set forth in the Prospectus Supplement in the
section entitled "Background and Reasons for the Offer--Expected Benefits of the
Offer," "The Offer--Effects of the Offer" and "Certain Federal Income Tax
Consequences" is incorporated herein by reference.

Item 8. FAIRNESS OF THE TRANSACTION.

(a) - (b) The information set forth in the Prospectus Supplement
in the section entitled "Fairness of the Offer--Position of the General Partner
of Your Partnership With Respect to the Offer; Fairness" is incorporated herein
by reference.

(c) The transaction is not structured so that a majority of
unaffiliated security holders is required. The information set forth in the
Prospectus Supplement in the section entitled "The Offer--Terms of the Offer;
Expiration Date" is incorporated herein by reference.

(d) The issuer is a limited partnership and does not have a board
of directors. The general partner of the issuer is a corporation the board of
directors of which is comprised solely of employees of the issuer. An
unaffiliated representative has not been retained to act solely on behalf of
unaffiliated security holders for the purposes of negotiating the terms of the
Rule 13e-3 transaction and/or preparing a report concerning the fairness of the
transaction. However, the information set forth in the Prospectus Supplement
in the sections entitled "Background and Reasons for the Offer--Disadvantages of
the Offer" and "Stanger Analysis" is incorporated herein by reference.

(e) The issuer is a limited partnership and does not have a board
of directors. The general partner of the issuer is a corporation the board of
directors of which is comprised solely of employees of AIMCO. Accordingly, this
item is not applicable.

(f) The information set forth in the Prospectus Supplement in the
section entitled "Background and Reasons for the Offer--Background of the
Offer--Previous Tender Offers" is incorporated herein by reference.

Item 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.

(a) - (c) The information set forth in the Prospectus Supplement
in the sections entitled "Fairness of the Offer - Comparison of Consideration to
Alternative Consideration - Appraisals" and "Stanger Analysis" is incorporated
herein by reference. The opinion of Robert A. Stanger & Co., Inc. is included as
Appendix A to the Prospectus Supplement.

Item 10. INTEREST IN SECURITIES OF THE ISSUER.

(a) and (b) The information set forth in the Prospectus Supplement
in the sections entitled "Background and Reasons for the Offer--Background of
the Offer--Prior Tender Offers" and "Your Partnership--Beneficial Ownership of
Interests in Your Partnership" is incorporated herein by reference.

Item 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.

Not applicable, but see the information set forth in the
Prospectus Supplement in the section entitled "Background and Reasons for the
Offer--Background of the Offer--Previous Tender Offers" which information is
incorporated herein by reference.

Item 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION.

(a) Not applicable.

(b) The information set forth in the Prospectus Supplement in
the section entitled "Fairness of the Offer--Position of the General Partner of
Your Partnership With Respect to the Offer; Fairness" which information is
incorporated herein by reference.

Item 13. OTHER PROVISIONS OF THE TRANSACTION.

(a) The information set forth in the Prospectus Supplement in the
section entitled "The Offer--Dissenters' Rights" is incorporated herein by
reference.

(b) The information set forth in the Prospectus Supplement in the
section entitled "Fairness of the Offer--Position of the General Partner of Your
Partnership With Respect to the Offer; Fairness" is incorporated herein by
reference.

Item 14. FINANCIAL INFORMATION.

(a) The information set forth in the Prospectus Supplement in the
sections entitled "Summary--Summary Financial Information of Shelter Properties
IV" and "Summary--Comparative Per Unit Data" is incorporated herein by
reference. For the financial statements of the Partnership see its latest Form
10-KSB, which will accompany the base Prospectus and Prospectus Supplement. The
information set forth in the base Prospectus included in the Registration
Statement in the section entitled "Financial Statements of AIMCO Properties,
L.P." is incorporated herein by reference.

(b) The information set forth in the Prospectus Supplement in the
section entitled "Summary--Summary Pro Forma Financial and Operating Information
of AIMCO Properties, L.P." and "Pro Forma Financial Statements" is incorporated
herein by reference.

Item 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.

(a) Not applicable.

(b) The information set forth in the Prospectus Supplement in
the sections "Source and Amount of Funds and Transactional Expenses" and "The
Offer--Fees and Expenses" is incorporated herein by reference.

Item 16. ADDITIONAL INFORMATION.

The information set forth in the Prospectus Supplement and the
base Prospectus and all Appendices thereto is incorporated herein by reference
in its entirety.

Item 17. EXHIBITS.

(a)(1) Amended and Restated Credit Agreement (Unsecured-to-Term
Facility), dated October 1, 1998, among AIMCO Properties, L.P., Bank of America
and BankBoston, N.A. (Exhibit 10.1 to AIMCO's Current Report on Form 8-K dated
October 1, 1998, which is incorporated herein by reference).

(a)(2) Credit Agreement, dated December 30, 1997, among IPLP,
First Union National Bank and Lehman Commercial Paper, Inc. (Exhibit 10.8 to the
Form S-4 Registration Statement No. 333-53815 of Insignia Properties Trust) is
incorporated herein by reference.

(b)(1) Opinion of Robert A. Stanger & Co., Inc. (Appendix A to
the Prospectus Supplement is incorporated herein by reference).

(b)(2) Summaries of appraisals referred to in the Prospectus
Supplement in the Section "Fairness of the Offer--Appraisals" are incorporated
by reference to Exhibit (z)(1) to the Form 14D-1 of Shelter Properties IV filed
by Cooper River Properties, L.L.C. on July 21, 1998.

(b)(3) Physical inspection reports of Adjuster's International,
Inc. referred to in the Prospectus Supplement in "Fairness of the
Offer - Appraisals."

(d)(1) Preliminary Prospectus, dated January 18, 1999. (Filed as
part of the Registration statement (No. 333-60355) and incorporated herein by
reference.)

(d)(2) Preliminary Prospectus Supplement, dated February 12, 1999.
(Filed as part of the Registration Statement (No. 333-60355) and incorporated
herein by reference.)

(d)(3) Form of Letter of Transmittal. (Filed as part of the
Registration Statement (No. 333-60355) and incorporated herein by reference.)

(d)(4) Form of Cover Letter from the Purchaser to the Limited
Partners of the Partnership. (Filed as part of the Registration Statement
(No. 333-60355) and incorporated herein by reference.)

(e) Not applicable.

(f) Not applicable.

SIGNATURES

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

Dated: February 12, 1999 AIMCO PROPERTIES, L.P.

By: AIMCO-GP, Inc.
(General Partner)

By: /s/ PATRICK J. FOYE
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Name: Patrick J. Foye
Title: Executive Vice President

SHELTER REALTY IV CORPORATION

By: /s/ PATRICK J. FOYE
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Name: Patrick J. Foye
Title: Executive Vice President

INDEX TO EXHIBITS

(a)(1) -- Amended and Restated Credit Agreement (Unsecured-to-Term Facility),
dated October 1, 1998, among AIMCO Properties, L.P., Bank of America
and BankBoston, N.A. (Exhibit 10.1 to AIMCO's Current Report on Form
8-K dated October 1, 1998, which is incorporated herein by reference).

(a)(2) -- Credit Agreement, dated December 30, 1997, among IPLP, First Union
National Bank and Lehman Commercial Paper, Inc. (Exhibit 10.8 to the
Form S-4 Registration Statement No. 333-53815 of Insignia Properties
Trust) is incorporated herein by reference.

(b)(1) -- Opinion of Robert A. Stanger & Co., Inc. (Appendix A to the Prospectus
Supplement is incorporated herein by reference).

(b)(2) -- Summaries of appraisals referred to in the Prospectus Supplement in
the Section "Fairness of the Offer--Appraisals" are incorporated by
reference to Exhibit (z)(1) to the Form 14D-1 of Shelter Properties IV
filed by Cooper River Properties, L.L.C. on July 21, 1998.

(b)(3) -- Physical inspection reports of Adjuster's International, Inc. referred
to in the Prospectus Supplement in "Fairness of the Offer -
Appraisals."

(d)(1) -- Preliminary Prospectus, dated January 18, 1999. (Filed as part of
the Registration statement (No. 333-60355) and incorporated herein by
reference.)

(d)(2) -- Preliminary Prospectus Supplement, dated February 12, 1999. (Filed
as part of the Registration Statement (No. 333-60355) and incorporated
herein by reference.)

(d)(3) -- Form of Letter of Transmittal. (Filed as part of the Registration
Statement (No. 333-60355) and incorporated herein by reference.)

(d)(4) -- Form of Cover Letter from the Purchaser to the Limited Partners of the
Partnership. (Filed as part of the Registration Statement (No.
333-60355) and incorporated herein by reference.)

(e) -- Not applicable.

(f) -- Not applicable.