SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    ---------

                                    FORM 10-Q


        (Mark One)
_X_     QUARTERLY REPORT  PURSUANT  TO SECTION  13 OR  15(d) OF  THE  SECURITIES
        EXCHANGE ACT OF 1934

For the quarter period ended         June 30, 1997
                            ----------------------------------------------------

                                       OR


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

For the transition period from ____________________ to _________________________



                         Commission file number   0-14360
                                                -----------

                        NOONEY INCOME FUND LTD. II, L.P.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           Missouri                                            43-1357693
-----------------------------------                    -------------------------
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                            Identification No.)

7701 Forsyth Boulevard, St. Louis, Missouri                       63105
-----------------------------------------------        -------------------------
  (Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code           (314) 863-7700
                                                       -------------------------

--------------------------------------------------------------------------------
Former  name,  former  address and former  fiscal  year,  if changed  since last
report.

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes _X_ No ___.

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required to be filed by  Sections  12,13,  or 15 (d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes___ No___

APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding
of each of the issuer's  classes of common stock,  as of the latest  practicable
date ________.

                                       -1-

<PAGE>



PART I
ITEM 1 - Financial Statements:

<TABLE>
                        NOONEY INCOME FUND LTD. II, L.P.

                             (A LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

<CAPTION>
                                                           June 30,    December 31,
                                                             1997          1996
ASSETS:                                                  (Unaudited)   
                                                         -----------   ------------
<S>                                                     <C>            <C>
     Cash and cash equivalents                          $  1,337,374   $  1,323,026
     Accounts receivable                                     262,663        219,655
     Investment property, at cost:
         Land                                              2,618,857      2,618,857
         Buildings and Improvements                       13,428,202     13,405,976
                                                        ------------   ------------
                                                          16,047,059     16,024,833
         Less accumulated depreciation                    (4,022,025)    (3,710,204)
                                                        ------------   ------------
                                                          12,025,034     12,314,629
     Investment property-held for sale                     2,508,487      2,483,469
                                                        ------------   ------------
                                                          14,533,521     14,798,098

     Prepaid and Deferred expenses - At amortized cost       152,322        132,327
                                                        ------------   ------------

                                                        $ 16,285,880   $ 16,473,106
                                                        ============   ============


LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses              $     52,642   $    103,331
     Accrued real estate taxes                               495,255        582,482
     Refundable tenant deposits                              137,508        125,026
     Mortgage note payable                                 7,143,266      7,190,000
                                                        ------------   ------------

                                                           7,828,671      8,000,839

Partners' Equity                                           8,457,209      8,472,267
                                                        ------------   ------------

                                                        $ 16,285,880   $ 16,473,106
                                                        ============   ============
</TABLE>
                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                       -2-

<PAGE>


<TABLE>
                        NOONEY INCOME FUND LTD. II, L.P.

                             (A LIMITED PARTNERSHIP)

                  STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY

                                   (UNAUDITED)
<CAPTION>
                                                Three Months Ended         Six Months Ended
                                               June 30,     June 30,    June 30,       June 30,
                                                 1997         1996        1997           1996
                                             -----------   ----------  -----------   -----------
<S>                                          <C>           <C>         <C>           <C>
REVENUES:
     Rental and other income                 $   893,028   $  876,834  $ 1,771,994   $ 1,650,927
     Interest                                        494        1,382          924         6,425
                                             -----------   ----------  -----------   -----------

                                                 893,522      878,216    1,772,918     1,657,352
EXPENSES:
     Interest expense                            149,630      153,918      294,740       312,029
     Depreciation and amortization               143,500      152,470      376,223       316,642
     Real estate taxes                           157,048      167,490      272,816       337,377
     Property management fees paid to
         Nooney Krombach Company                  54,109       60,161      107,578       106,514
     Reimbursement to Nooney Krombach
         Company for partnership management
         services and indirect expenses           10,000        6,250       20,000        12,500
     Repairs and maintenance                      45,574       54,775       86,476        88,029
     Professional services                        43,567       16,236      122,139       104,619
     Utilities                                    34,406       34,275       69,559        75,283
     Payroll                                      25,193       25,438       51,469        50,455
     Cleaning                                     41,568       44,102       79,215        81,681
     Parking lot / landscaping expenses           32,761       33,477       41,561        40,998
     Other operating expenses                     59,731       91,284      138,716       187,959
                                             -----------   ----------  -----------   -----------

                                                 797,087      839,876    1,660,492     1,714,086
                                             -----------   ----------  -----------   -----------

NET INCOME (LOSS)                            $    96,435   $   38,340  $   112,426   $   (56,734)
                                             ===========   ==========  ===========   ===========
NET INCOME(LOSS) PER LIMITED
     PARTNERSHIP UNIT                        $      4.96   $     1.97  $      5.79   $     (2.92)
                                             ===========   ==========  ===========   ===========

PARTNERS' EQUITY:
     Beginning of Period                     $ 8,488,258   $8,548,568  $ 8,472,267   $ 8,643,642
     Net Income (Loss)                            96,435       38,340      112,426       (56,734)
     Cash Distribution to Partners              (127,484)           0     (127,484)            0
                                             -----------   ----------  -----------   -----------

     End of Period                           $ 8,457,209   $8,586,908  $ 8,457,209   $ 8,586,908
                                             ===========   ==========  ===========   ===========

</TABLE>
                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                       -3-

<PAGE>


<TABLE>
                        NOONEY INCOME FUND LTD. II, L.P.

                             (A LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

<CAPTION>
                                                                  Six Months Ended
                                                               June 30,      June 30,
                                                                 1997          1996
                                                             -----------   -----------
<S>                                                          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net Income (Loss)                                       $   112,426   $   (56,734)
     Adjustments to reconcile net income (loss) to
         net cash provided by operating activities:
             Depreciation and amortization                       376,223       316,642
             Real estate tax deposits received                         0       337,685

     Changes in assets and liabilities:
         (Increase) Decrease in accounts receivable              (43,008)      119,797
         Increase in prepaid expenses and deferred assets        (50,870)     (155,811)
         (Decrease) Increase in accounts payable                 (50,689)       35,016
         Decrease in accrued real estate taxes                   (87,227)      (48,901)
         Increase in refundable tenant deposits                   12,482        13,400
                                                             -----------   -----------

             Total Adjustments                                   156,911       617,828
                                                             -----------   -----------

             Net cash provided by operating activities           269,337       561,094
                                                             -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
     Additions to investment property                            (80,771)     (269,710)
                                                             -----------   -----------


CASH FLOWS FROM FINANCING ACTIVITIES -
     Cash distributions to partners                             (127,484)            0
     Payments on mortgage notes payable                          (46,734)            0
                                                             -----------   -----------

         Net cash used in financing activities                  (174,218)            0
                                                             -----------   -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                         14,348       291,384

CASH AND CASH EQUIVALENTS, beginning of period                 1,323,026     1,092,159
                                                             -----------   -----------

CASH AND CASH EQUIVALENTS, end of period                     $ 1,337,374   $ 1,383,543
                                                             ===========   ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during year for interest             $   294,740   $   312,029
                                                             ===========   ===========
</TABLE>
                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                       -4-

<PAGE>



                        NOONEY INCOME FUND LTD. II, L.P.

                             (A LIMITED PARTNERSHIP)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

                THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996


NOTE A:

Refer to the Registrant's  financial  statements for the year ended December 31,
1996, which are contained in the Registrant's  Annual Report on Form 10-K, for a
description of the accounting policies which have been continued without change.
Also, refer to the footnotes to those  statements for additional  details of the
Registrant's  financial  condition.  The details in those notes have not changed
except as a result of normal transactions in the interim or as noted below.

NOTE B:

The financial statements include only those assets, liabilities,  and results of
operations  of the partners  which relate to the business of Nooney  Income Fund
Ltd. II, L.P. The  statements do not include  assets,  liabilities,  revenues or
expenses attributable to the partners' individual  activities.  No provision has
been  made for  federal  and  state  income  taxes  since  these  taxes  are the
responsibility  of the  individual  partners.  In  the  opinion  of the  general
partners,  all  adjustments  (which include only normal  recurring  adjustments)
necessary to present  fairly the financial  position,  results of operations and
changes in  financial  position at June 30,  1997 and for all periods  presented
have been made.  The results of  operations  for the three and six month periods
ended June 30, 1997, are not necessarily  indicative of the results which may be
expected for the entire year.

NOTE C:

The  Registrant's   properties  are  managed  by  Nooney  Krombach  Company,   a
wholly-owned  subsidiary of Nooney Company.  Certain individual general partners
and a corporate  general partner of the Registrant are officers and directors of
Nooney Company. Nooney Income Investments Two, Inc., a general partner, is a 75%
owned subsidiary of Nooney Company.

NOTE D:

The  earnings  per limited  partnership  unit for the three and six months ended
June 30, 1997 and 1996 was computed  based on 19,221 units,  the number of units
outstanding during the periods.

                                       -5-

<PAGE>



ITEM 7:      MANAGEMENT  DISCUSSION  AND ANALYSIS  OF  FINANCIAL  CONDITION  AND
             RESULTS OF OPERATIONS

It should  be noted  that this 10-Q  contains  forward-looking  information  (as
defined in the Private  Securities  Litigation Reform Act of 1995) that involves
risk and  uncertainty,  including trends in the real estate  investment  market,
projected leasing and sales, and the future prospects for the Registrant. Actual
results could differ materially from those contemplated by such statements.

Liquidity and Capital Resources

Cash on hand as of June 30,  1997,  is  $1,337,374  an increase of $14,348  when
compared  to the year ended  December  31,  1996.  The  Registrant  expects  the
properties to fund anticipated  capital  expenditures for the remainder of 1997.
The anticipated capital expenditures by property are as follows:

                                 Other Capital  Leasing Capital    Total
                                 -------------  ---------------    -----

NorthCreek Office Park             $ 24,000       $ 84,500       $108,500
Tower Industrial Building                 0              0              0
Northeast Commerce Center                 0         75,723         75,723
Countryside Executive Center         72,401        269,569        341,970
Leawood Fountain Plaza (24%)          3,360         12,815         16,175
                                   --------       --------       --------
                                   $ 99,761       $442,607       $542,368
                                   ========       ========       ========

Leasing Capital at the four properties includes funds for tenant alterations and
lease  commissions  for new and renewal  tenants.  Other  Capital at  NorthCreek
Office Park consists of replacement of the restroom countertops and treatment of
the wood shingle roofs. At Countryside  Executive Center, Other Capital consists
of parking lot  resurfacing  and repairs and painting of the  building  exterior
siding.  Other  Capital at Leawood  Fountain  Plaza  consists of  sidewalk  curb
replacements and renovations to the second floor restrooms.

As previously  disclosed,  the Registrant feels that the market conditions exist
whereby  Countryside  Executive  Center should be sold due to the extremely high
real estate taxes and ongoing capital  expenditures that will be required at the
property.  The  Registrant  has  been  working  with a local  brokerage  firm to
increase  occupancy  prior to actively  marketing the property for sale. For the
past year,  the brokerage firm has worked hard on increasing  occupancy,  but to
date, no significant leasing progress has been made. The Registrant is reviewing
sale  scenarios to determine  whether it should sell the property at its current
occupancy  level rather than  continuing to operate the property while trying to
accomplish  additional leasing. The Registrant has reviewed the valuation of the
property and does not believe that  Countryside  Executive Center needs to incur
additional  writedowns  because an appraisal  was  performed  by an  independent
appraisal firm in December 1996. The appraised  value of the property using both
the  sales  comparison  approach  ($4,230,000)  and  the  income  capitalization
approach  ($4,390,000)  were  both  higher  than the book  value of  Countryside
Executive  Center at December  31,  1996 and June 30,  1997.  While  vacancy has
increased  since the  appraisal  was  performed,  upon review of the  underlying
assumptions of the appraisal,  the Registrant  does not believe that the drop in
occupancy  would result in a drop in the value of the property below book value.
The  Registrant  will keep you updated on its  decisions and progress in selling
the property in upcoming quarters.

The future  liquidity  of the  Registrant  is  dependent  on its ability to fund
future  capital  expenditures  from  operations  and cash  reserves and maintain
occupancy.  Until such time as the real estate  market  recovers and  profitable
sale of the properties is feasible,  the Registrant  will continue to manage the
properties to achieve its investment objectives.

                                       -6-

<PAGE>



Results of Operations by Property

The results of operations for the Registrant's properties for the quarters ended
June 30, 1997 and 1996 are detailed in the schedule below. Revenues and expenses
of the Registrant are excluded.

<TABLE>
<CAPTION>
                                          Tower         Northeast     Countryside     Leawood
                        NorthCreek      Industrial      Commerce       Executive      Fountain
                        Office Park      Building        Center          Center      Plaza (24%)
                        -----------      --------        ------          ------      -----------
<S>                     <C>              <C>           <C>              <C>            <C>
     1997
     ----
Revenues                 $327,131        $50,011        $175,240        $275,563       $73,886
Expenses                  279,389         28,387         144,447         243,750        67,018
                         --------        -------        --------        --------       -------
Net Income (Loss)        $ 47,742        $21,624        $ 30,793        $ 31,813       $ 6,868
                         ========        =======        ========        ========       =======


     1996
     ----
Revenues                 $330,620        $47,007        $124,961        $305,661       $69,720
Expenses                  291,868         25,169         157,772         282,303        69,442
                         --------        -------        --------        --------       -------
Net Income (Loss)        $ 38,752        $21,838        $(32,811)       $ 23,358       $   278
                         ========        =======        ========        ========       =======
</TABLE>

At  NorthCreek  Office Park net income for the  quarter  ended June 30, 1997 was
$47,742 compared to net income of $38,752 in 1996. The increase in net income of
$8,990 is a result of a decrease  in rents of $3,489 and a decrease  in expenses
of $12,479.  Revenues  decreased due to a slight  decrease in the occupancy when
comparing  the two  quarters.  Expenses  decreased  mainly due to  decreases  in
depreciation  expense ($10,344),  and repairs and maintenance building ($3,174),
partially offset by an increase in repair and maintenance  electric ($1,887) and
real estate taxes ($2,411).

Operating results at Tower Industrial  Building remained  relatively stable when
comparing  the quarter  ended June 30, 1997 to the quarter  ended June 30, 1995.
The property continues to operate as anticipated.

For the quarter  ended June 30, 1997 and 1996,  revenues at  Northeast  Commerce
Center were  $175,240 and  $124,961,  respectively.  The increase in revenues of
$50,279 can be attributed to an increase in rental income and escalation  income
as a result in an increase in the  occupancy.  The  property's  expenses for the
quarter ended June 30, 1997 and 1996, were $144,447 and $157,772,  respectively.
The decrease in expenses is attributable to decreases in repairs and maintenance
heating,  ventilation, air conditioning ($3,538), real estate taxes ($9,679) and
vacancy  expense  ($4,226),  partially  offset by an  increase  in  amortization
($5,815).  Operations  improved $63,604 when comparing the quarter ended 1997 to
the quarter ended 1996.

Revenues at  Countryside  Executive  Center were  $275,563 for the quarter ended
June 30,  1997 and  $305,661  for the  quarter  ended June 30,  1996.  Revenues,
therefore,  decreased  $30,098 when  comparing the two periods.  The decrease in
revenue is attributable to a decrease in  miscellaneous  income ($59,719) due to
the receipt of a real estate tax refund in 1996 that is not a reoccurring  event
and a  decrease  in rental  income  ($16,942)  due to a decrease  in  occupancy,
partially offset by an increase in miscellaneous  rental income ($40,186) due to
the  holdover of a major  tenant  paying  double rent  throughout  the  quarter.
Expenses at  Countryside  Executive  Center were  $243,750  and $282,303 for the
quarters ended June 30, 1997 and June 30, 1996,  respectively.  This decrease in
expenses  of $38,553  can be  attributable  to a decrease  in  cleaning  expense
($2,702), repairs and maintenance building ($3,312), real estate taxes ($6,499),
advertising  ($5,800),  and  vacancy  expense  ($11,672),  partially  offset  by
increases in landscaping ($2,276) and professional services other ($6,404).

                                       -7-

<PAGE>



At Leawood  Fountain  Plaza,  net income for the quarter ended June 30, 1997 and
the quarter ended June 30, 1996 was $6,868 and $278, respectively,  resulting in
an increase in net income of $6,590 Revenues for the quarter ended June 30, 1997
and June 30,  1996 were  $73,886  and  $69,720,  an increase of $3,608 due to an
increase in escalation income for 1997.  Expenses for the quarter ended June 30,
1997, as compared to June 30, 1996,  decreased $2,424 due to small increases and
decreases in numerous operating expenses.

The occupancy levels at June 30, 1997 are as follows:

                                 Occupancy levels as of June 30,
                                 -------------------------------
       Property                    1997       1996       1995
       --------                    ----       ----       ----

NorthCreek Office Park              97%        99%        93%
Tower Industrial Building          100%       100%       100%
Northeast Commerce Center           87%        87%        56%
Countryside Executive Center        52%        72%        81%
Leawood Fountain Plaza (24%)        90%        93%        93%

Leasing  activity  during the second  quarter of 1997 at NorthCreek  Office Park
consisted of the renewal of three  tenants  occupying  4,301 square feet and one
tenant  vacating  their space which  occupied 1,330 square feet. The office park
has  one  major  tenant  with  two  leases  that  comprise  of 26% and 7% of the
available  space.  These two leases expire in December  1998 and December  2003,
respectively.

Tower  Industrial  Building  remains  leased 100% to a single tenant whose lease
expires April 30, 2000.

There was no leasing  activity during the quarter at Northeast  Commerce Center.
The property has three major tenants who occupy 50%, 18% and 11% of the property
with  leases  that  expire   December   1998,   October  1999,  and  June  2001,
respectively.

Leasing activity during the quarter at Countryside Executive Center consisted of
the Registrant signing two new leases for 6,331 square feet. Renewing one tenant
occupying  3,656 square feet and two tenants  vacating their spaces  occupying a
total of 12,582 square feet.  Occupancy declined to 52% during the quarter.  The
property has no major tenants who occupy more than 10% of the available space.

During the second quarter of 1997,  leasing  activity at Leawood  Fountain Plaza
resulted in an increase in occupancy of 2% ending at 90%. The Registrant  signed
three new leases for 2,003  square feet and renewed one tenant for 1,613  square
feet. No tenants vacated during the quarter.  This property has one major tenant
that leases  approximately 10% of the available space with a lease which expires
in July 1999.

                                       -8-

<PAGE>




1997 Comparisons

Consolidated  revenues  for the three month  period ended June 30, 1997 and June
30, 1996, are $893,522 and $878,216, respectively. Consolidated revenues for the
six month  period  ended June 30, 1997 and June 30,  1996,  are  $1,772,918  and
$1,657,352,  respectively. Revenues increased $15,306 for the three month period
and $115,566  for the six month period ended June 30, 1997 when  compared to the
prior  period.  The increase in revenue is mainly  attributable  to increases in
base rental revenue and escalation revenue at Northeast Commerce Center.  During
the period ended June 30, 1997 and June 30,  1996,  consolidated  expenses  were
$797,087 and $839,876. Consolidated expenses for the six month period ended June
30,  1997 and June 30,  1996,  were  $1,660,492  and  $1,714,086,  respectively.
Consolidated  expenses decreased $42,789 and $53,594 for the three and six month
periods ended June 30, 1997 when compared to the prior periods.  The decrease in
expenses  for both the  three  and six  month  period  are due to  decreases  in
interest  expense,  real estate taxes, and other operating  expenses,  partially
offset by increases in professional services.

1996 Comparisons

For the quarter ended June 30, 1996 consolidated  revenues are $878,216 compared
to $441,158 for the quarter ended June 30, 1995.  For the six month period ended
June 30,  1996 and 1995  consolidated  revenues  are  $1,657,352  and  $900,787,
respectively.  The  significant  increase in  consolidated  revenues is a direct
result of the  purchase  of the  undivided  interest in  NorthCreek  Office Park
(55%),  Countryside  Executive Center (50%) and Northeast Commerce Center (55%).
When comparing  operating results for the quarter ended June 30, 1996 to 1995 as
if the purchase of the additional  undivided interest in the properties occurred
December  31,   1994,   consolidated   revenues   are  $878,216  and   $816,164,
respectively.   For  the  six  month  periods  ended  June  30,  1996  and  1995
consolidated revenues are $1,657,352 and $1,683,269,  respectively. The increase
in revenues when comparing similar  ownership  percentages for the quarter ended
June 30, 1996 to 1995 can be attributed to  Countryside  Executive  Center and a
real  estate tax refund  received  during the second  quarter.  The  decrease in
revenues for the six month period ended June 30, 1996 to 1995 of $25,917 relates
to Countryside  Executive Center occupancy level. The average  occupancy for the
six month  period  ended  June 30,  1995 was 82% while for the six month  period
ended June 30, 1996 average  occupancy is 72%. The decrease in rental  income at
Countryside  Executive  Center  was offset by the  receipt of a real  estate tax
refund.  The operations of Northeast  Commerce Center positively  contributed to
the offset of lost  rental  income at  Countryside  Executive  Center.  Revenues
increased at Northeast  Commerce Center due to an increase in average occupancy.
Average occupancy for the six month period ended June 30, 1995 was 56% while for
the six month period ended June 30, 1996 average occupancy is 70%.

As of June 30, 1996 and 1995  consolidated  expenses  for the quarter  ended are
$839,875  and  $392,412.  For the six month  period ended June 30, 1996 and 1995
consolidated expenses are $1,714,086 and $807,209, respectively. The significant
increase  in  consolidated  expenses is a direct  result of the  purchase of the
undivided interest in NorthCreek Office Park (55%), Countryside Executive Center
(50%) and Northeast Commerce Center (55%). When comparing  operating results for
the  quarter  ended June 30, 1996 to 1995 as if the  purchase of the  additional
undivided  interest in the properties  occurred December 31, 1994,  consolidated
expenses are $839,876 and $744,747, respectively. For the six month period ended
June 30, 1996 and 1995  consolidated  expenses are  $1,714,086  and  $1,518,507,
respectively.  The  increase  in expenses  for the  quarter  ended and six month
period  ended  June 30,  1996 when  compared  to June 30,  1995 based on similar
ownership  percentages can be attributed to an increase in interest  expense and
professional fees offset by a decrease in depreciation expense. Interest expense
increased $153,918 due to the first mortgage debt the Registrant assumed through
the  purchase  of the  undivided  interest  in  NorthCreek  Office  Park  (55%),
Countryside  Executive  Center (50%) and Northeast  Commerce  Center (55%).  The

                                       -9-

<PAGE>



increase in professional  fees relates to the costs  associated with the Consent
Proxy.  The decrease in  depreciation  expense can be attributed to  Countryside
Executive Center and the  reclassification  of the property to property held for
sale. With the reclassification of the property effective January 1, 1996, under
generally  accepted   accounting   principals,   the  asset  can  no  longer  be
depreciated.

Inflation

The effects of inflation  did not have a material  impact upon the  Registrant's
operations.

                                      -10-

<PAGE>



PART II.   OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits

         See Exhibit Index on Page 12

     (b) Reports on Form 8-K

         None


                                   SIGNATURES
                                   ----------

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


                             NOONEY INCOME FUND LTD. II, L.P.


Date:   August 14, 1997      By:  /s/ Gregory J. Nooney, Jr.
      -------------------       ---------------------------------
                                 Gregory J. Nooney, Jr.
                                 General Partner


                             PAN, INC.

                             By:  /s/ Patricia A. Nooney
                                ---------------------------------
                                 Patricia A. Nooney
                                 President


                             NOONEY INCOME INVESTMENTS TWO, INC.


                             By:  /s/ Gregory J. Nooney, Jr.
                                ----------------------------------
                                 Gregory J. Nooney, Jr.
                                 Chairman of the Board / Chief Executive Officer


                             By:  /s/ Patricia A. Nooney
                                ----------------------------------
                                 Patricia A. Nooney
                                 Senior Vice President and Secretary


                             BEING A MAJORITY OF THE DIRECTORS

                                      -11-

<PAGE>



                                  EXHIBIT INDEX


Exhibit Number         Description
--------------         -----------

3                      Amended and Restated Agreement and Certificate of Limited
                       Partnership, dated  February 3, 1986, is  incorporated by
                       reference to the Registrant's Annual Report on  Form 10-K
                       for  the fiscal  year  ended October 31, 1986,  as  filed
                       pursuant to Rule 13a-1 of the  Securities Exchange Act of
                       1934 (File No. 0-14360)

27                     Financial Data Schedule (provided for the  information of
                       the U.S. Securities and Exchange Commission only)

                                      -12-