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             March 31, 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:


                        NOONEY INCOME FUND LTD. II, L.P.

                             (A LIMITED PARTNERSHIP)

                                 BALANCE SHEETS


                                                  March 31,      December 31,
                                                     1997            1996
                                                 (Unaudited)
ASSETS:                                          -----------     -----------

    Cash and cash equivalents                    $ 1,377,708     $ 1,323,026
    Accounts receivable                              194,560         219,655
    Investment property, at cost:
        Land                                       2,618,857       2,618,857
        Buildings and Improvements                13,408,670      13,405,976
                                                 -----------     -----------
                                                  16,027,527      16,024,833
        Less accumulated depreciation              3,909,375       3,710,204
                                                 -----------     -----------
                                                  12,118,152      12,314,629
    Investment property-held for sale              2,470,106       2,483,469
                                                 -----------     -----------
                                                  14,588,258      14,798,098

    Prepaid and Deferred expenses -
     At amortized cost                               148,340         132,327
                                                 -----------     -----------

                                                 $16,308,866     $16,473,106
                                                 ===========     ===========

LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
    Accounts payable and accrued
     expenses                                    $    85,546     $   103,331
    Accrued real estate taxes                        435,886         582,482
    Refundable tenant deposits                       132,543         125,026
    Mortgage note payable                          7,166,633       7,190,000
                                                 -----------     -----------

                                                   7,820,608       8,000,839

Partners' Equity                                   8,488,258       8,472,267
                                                 -----------     -----------

                                                 $16,308,866     $16,473,106
                                                 ===========     ===========


                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS


                                       -2-

<PAGE>



                        NOONEY INCOME FUND LTD. II, L.P.

                             (A LIMITED PARTNERSHIP)

                  STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY

                                   (UNAUDITED)


                                                      Three Months Ended
                                                   March 31,      March 31,
                                                     1997           1996
                                                 -----------     -----------
REVENUES:
    Rental and other income                      $   878,966     $   759,483
    Interest                                             430           5,043
                                                 -----------     -----------

                                                     879,396         764,526
EXPENSES:
    Interest Expense                                 145,110         158,110
    Depreciation and amortization                    232,723         164,172
    Real estate taxes                                115,768         169,887
    Property management fees paid to
        Nooney Krombach Company                       53,469          46,353
    Reimbursement to Nooney Krombach
        Company for partnership management
        services and indirect expenses                10,000           6,250
    Repairs & Maintenance                             49,702          44,044
    Professional Services                             78,572          88,384
    Utilities                                         35,153          41,009
    Payroll                                           26,276          25,017
    Cleaning                                          37,647          37,479
    Other operating expenses                          78,985          78,895
                                                 -----------     -----------

                                                     863,405         859,600
                                                 -----------     -----------

NET INCOME (LOSS)                                $    15,991     $   (95,074)
                                                 ===========     ===========

NET INCOME(LOSS) PER LIMITED
    PARTNERSHIP UNIT                             $       .82     $     (4.90)
                                                 ===========     ===========

PARTNERS' EQUITY:
    Beginning of Period                          $ 8,472,267     $ 8,643,642
    Net Income (Loss)                                 15,991         (95,074)
                                                 -----------     -----------

    End of Period                                $ 8,488,258     $ 8,548,568
                                                 ===========     ===========


                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS


                                       -3-

<PAGE>



                        NOONEY INCOME FUND LTD. II, L.P.

                             (A LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)


                                                     Three Months Ended
                                                  March 31,        March 31,
                                                     1997            1996
                                                 -----------     -----------
CASH FLOWS FROM OPERATING ACTIVITIES
    Net Income (Loss)                            $    15,991     $   (95,074)
    Adjustments to reconcile net income to
        net cash provided by operating
        activities:
          Depreciation and amortization              232,723         164,172
          Real estate tax deposits received             --           337,685

    Changes in assets and liabilities:
        Decrease in accounts receivable               25,095         121,158
        Increase in prepaid expenses &
         deferred assets                             (31,413)       (125,264)
        Decrease in accounts payable                 (17,785)       (153,271)
        Decrease in accrued real estate taxes       (146,596)       (126,541)
        Increase in refundable tenant deposits         7,517           5,865
                                                 -----------     -----------

          Total Adjustments                           69,541         223,804
                                                 -----------     -----------

          Net cash provided by operating
           activities                                 85,532         128,730
                                                 -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
    Additions to investment property                  (7,483)        (36,664)
                                                 -----------     -----------


CASH FLOWS FROM FINANCING ACTIVITIES -
    Payments on mortgage notes payable               (23,367)              0
                                                 -----------     -----------


NET INCREASE IN CASH AND CASH EQUIVALENTS             54,682          92,066

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

CASH AND CASH EQUIVALENTS, end of period         $ 1,377,708     $ 1,184,225
                                                 ===========     ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during year for interest     145,110         158,110



                 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 MONTHS ENDED MARCH 31, 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 periods.

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 March 31, 1997 and for all periods  presented
have been made.

NOTE C:

The  Registrant's   properties  are  managed  by  Nooney  Krombach  Company,   a
wholly-owned  subsidiary  of Nooney  Company.  Certain  general  partners 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 months ended March 31,
1997  and  1996  was  computed  based  on  19,221  units,  the  number  of units
outstanding during the periods.



                                       -5-

<PAGE>



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

Liquidity and Capital Resources

Cash and cash  equivalents  on hand as of March  31,  1997,  is  $1,377,708,  an
increase of $54,682 when  compared to year end  December  31,  1996.  During the
quarter,  net cash provided by operating  activities was $85,532.  Cash was used
for  payment of tenant  improvements  in the amount of $7,483  and  payments  on
mortgage  notes  payable of $23,367.  Based on the current cash balances and the
properties  ability to provide  operating cash flow, the Registrant  expects the
properties to fund anticipated  capital  expenditures for the remainder of 1997.
The anticipated capital expenditures by property are as follows:

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

NorthCreek Office Park            $ 76,909           $ 45,000      $ 121,909
Tower Industrial Building                0                  0              0
Northeast Commerce Center           88,289                  0         88,289
Countryside Executive Center       486,594             72,401        558,995
Leawood Fountain Plaza (24%)        51,831             12,180         64,011
                                 ---------          ---------      ---------
                                  $703,623           $129,581       $833,204
                                  ========           ========       ========

Leasing  Capital  at all of  the  partnership's  properties  relates  to  tenant
improvements and lease commissions for new and renewal tenants. Other Capital at
Leawood Fountain Plaza includes sidewalk replacement,  sprinkler additions,  and
remodeling of the second floor restrooms as well as some new exterior  lighting.
At  Countryside   Executive  Center,   Other  Capital  relates  to  parking  lot
resurfacing and repair and painting of the building siding. At NorthCreek Office
Park, the Other Capital consists of replacing restroom  countertops and treating
the wood shingle roofs throughout the property.

As previously  disclosed,  the General Partners feel that the market  conditions
exist  whereby  Countryside  Executive  Center  should  be sold.  As  previously
reported,  management is currently  working on leasing  additional space so that
occupancy  is at a higher  level which will command a higher sale price when the
property is ultimately sold.

The future  liquidity  of the  Registrant  is  dependent  on its ability to fund
future  capital  expenditures  from  operations  and cash  reserves and maintain
occupancy at all of the  properties.  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.

Results of Operations by Property

The results of operations for the Registrant's properties for the quarters ended
March  31,  1997 and 1996 are  detailed  in the  schedule  below.  Expenses  and
revenues of the Registrant are excluded.


                                       -6-

<PAGE>



                                    Tower     Northeast  Countryside   Leawood
                    NorthCreek   Industrial   Commerce    Executive   Fountain
                    Office Park   Building     Center      Center    Plaza (24%)
                    -----------   --------     ------      ------    -----------
        1997
        ----

Revenues             $ 337,992   $  50,011   $ 164,821   $ 264,071   $  74,249
Expenses               326,017      24,767     137,538     237,100      63,981
                     ---------   ---------   ---------   ---------   ---------

Net Income (Loss)    $  11,975   $  25,244   $  27,283   $  26,971   $  10,268
                     =========   =========   =========   =========   =========

        1996
        ----

Revenues             $ 328,963   $  47,043   $ 109,192   $ 223,021   $  65,305
Expenses               295,396      25,161     168,700     249,770      62,791
                     ---------   ---------   ---------   ---------   ---------

Net Income (Loss)    $  33,567   $  21,882   $ (59,508)  $ (26,749)  $   2,514
                     =========   =========   =========   =========   =========

Revenues at NorthCreek Office Park increased $9,029 or 3% when comparing quarter
end March 31, 1997 to the first quarter  ended March 31, 1996.  This 3% increase
can be  attributable  to an increase in base rental  income due to overall  rate
increases throughout the past year ($6,400) as well as an increase in escalation
income  ($1,900).  Expenses  increased from $295,396 for the quarter ended March
31, 1996 to $326,017  for the quarter  ended March 31,  1997.  This  increase is
mainly attributable to increases in depreciation expense ($36,300),  repairs and
maintenance heating,  ventilation and air conditioning ($4,300), and real estate
taxes  ($3,300),  offset by  decreases  in electric  expense  ($3,600)  and snow
removal ($4,600).

Operating  results at Tower Industrial  Building for the quarter ended March 31,
1997 and 1996 remained relatively stable.

Revenues at Northeast  Commerce  Center were $164,821 at the quarter ended March
31, 1997 and $109,192 for the quarter ended March 31, 1996. This 51% increase or
$55,629 can be  attributable  to an increase in occupancy  in the property  from
1996 to 1997. At quarter end 1996, the property was 61% occupied. At quarter end
1997, the property is 87% occupied.  Expenses for the quarters  ending March 31,
1997 and March 31, 1996 were $137,538 and $168,700,  respectively.  The decrease
in expenses can be  attributable to decreases in real estate taxes ($51,700) and
professional service other ($6,000), offset by increases in depreciation expense
($22,900) and amortization expense ($11,500).

At  Countryside  Executive  Center,  revenues were $264,071 and $223,021 for the
quarters  ended  March  31,  1997 and  March 31,  1996,  respectively.  Revenues
increased 18% or $41,050 due to an increase in  miscellaneous  income  ($50,600)
which can be attributable to a major tenant paying double rent during a holdover
period for the first  quarter  of 1997.  This was  offset by  decreases  in base
rental income from tenants overall ($35,500). This decrease is attributable to a
decrease in the overall occupancy at the property when comparing one year to the
next.  Operating  expenses decreased 5% or $12,670 when comparing the two years.
The expenses which  decreased  include real estate taxes  ($8,900),  repairs and
maintenance   non-reimbursable  building  expenses  ($3,200),  and  amortization
expense ($3,600), offset by an increase in snow removal of $7,600.

                                       -7-

<PAGE>



At Leawood Fountain Plaza,  revenues  increased 13.7% or $8,944. The increase in
income can be attributable to increases in base rental rates, escalation income,
and miscellaneous  income.  Operating  expenses remained  relatively stable when
comparing the two periods.

The occupancy levels at the Registrant's properties are listed below:

                                         Occupancy levels as of March 31,
                                         --------------------------------
        Property                        1997           1996           1995
        --------                        ----           ----           ----

NorthCreek Office Park                   98%            96%            97%
Tower Industrial Building               100%           100%           100%
Northeast Commerce Center                87%            61%            56%
Countryside Executive Center             59%            70%            83%
Leawood Fountain Plaza (24%)             88%            91%            92%

During the first quarter of 1997,  leasing  activity at  NorthCreek  Office Park
consisted of one tenant  renewing their lease for 1,456 square feet.  NorthCreek
Office Park has one major  tenant which  occupies  spaces under two leases which
together  comprise 36% of the available  space.  These leases expire in December
1998 and December 2003.

Tower  Industrial  Building is leased to a single  tenant whose lease expires on
April 30, 2000.

At  Northeast  Commerce  Center,  occupancy  remained  87% during  the  quarter.
Occupancy has increased  greatly when compared to March 31, 1996, as detailed in
the annual  report  filed for this  Registrant.  The  property  has three  major
tenants who occupy 50%, 18% and 10% of the available space.  Their leases expire
December 31, 1998, October 31, 1999, and June 13, 2001, respectively.

At  Countryside  Executive  Center,  leasing  activity  during the first quarter
consisted of two new leases  totaling $1,474 square feet, two renewal leases for
tenants occupying 2,444 square feet, and two tenants vacating 3,801 square feet.
The  property's  occupancy  dropped from 61% at December 31, 1996,  to 59% as of
March 31, 1997.  This  property has one major tenant who occupies  approximately
13% of the space under a  month-to-month  lease.  During  1996,  the  Registrant
worked hard to renew and expand this  tenant in the  building.  During the first
quarter, the tenant decided to vacate Countryside Executive Center and move to a
new  location  at the end of May 1997 due to the fact that  Countryside  did not
have  enough  available  space  to  meet  its  expansion   needs.   While  on  a
month-to-month lease, this tenant has been paying double rent.

During the first quarter of 1997,  occupancy at Leawood  Fountain  Plaza dropped
from 92% at December 31, 1996 to 88% as of March 31,  1997.  During the quarter,
one new lease was signed for 580 square feet.  Two tenants  renewed their leases
for 2,532 square feet and three tenants  vacated 3,770 square feet. The property
has two major tenants,  one occupying  approximately  11% of the available space
whose  lease  expires  in  July  1998  and  a  second  major  tenant   occupying
approximately 10% of the available space whose lease expires in July 1999.

                                       -8-

<PAGE>



Results of Consolidated Operations 1997

For the  quarter  ended  March 31,  1997,  consolidated  revenues  are  $879,396
compared to $764,526  for the quarter  ended  March 31,  1996.  The  increase in
revenues of $114,870 can be  attributable  to increases in revenues at Northeast
Commerce Center ($55,629),  Countryside Executive Center ($41,050),  and Leawood
Fountain Plaza ($8,944) for the reasons discussed above.  Consolidated  expenses
for the  quarters  ending  March 31,  1997 and March 31, 1996 are  $863,404  and
$859,600,  respectively.  The  slight  increase  in  expenses  is a result  of a
combination of factors.  Interest expense decreased  slightly,  depreciation and
amortization  increased,  real estate taxes decreased,  property management fees
increased and other operating expenses decreased.

Results of Consolidated Operations 1996

For the quarter ended March 31, 1996 consolidated revenues are $764,526 compared
to $459,629 for the quarter ended March 31, 1995.  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  March  31,  1996 to 1995 as if the  purchase  of the  additional
undivided  interest in the properties  occurred December 31, 1994,  consolidated
revenues are $764,526 and $868,161,  respectively. The decrease in revenues when
comparing  similar  ownership  percentages  can  be  attributed  to  Countryside
Executive  Center and  NorthCreek  Office  Park.  The  decrease  in  revenues of
approximately $71,500 at Countryside Executive Center relates to occupancy.  The
average  occupancy  for the  quarter  ended March 31, 1995 was 83% while for the
quarter  ended March 31,  1996  average  occupancy  is 71%.  Revenues  decreased
approximately  $15,500 at NorthCreek  Office Park  primarily due to decreases in
expense  pass-through  income.  As tenants renew their leases they receive a new
base year for  operating  expense  pass-throughs.  Their new base year  causes a
reduction in the amount of expenses that can be passed-through to the tenant.

As of March 31, 1996 and 1995  consolidated  expenses for the quarter ended were
$868,242 and $414,797.  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 March 31, 1996 to
1995 as if the purchase of the additional  undivided  interest in the properties
occurred  December 31, 1994,  consolidated  expenses were $868,242 and $773,018,
respectively.   The  increase  in  expenses  when  comparing  similar  ownership
percentages  can be  attributed  to an increase  in  interest  expense and other
operating  expenses  offset by a  decrease  in  depreciation  expense.  Interest
expense increased $158,110 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
increase in other operating  expenses of $32,712 is attributable to professional
services  ($22,393),  snow removal ($10,045) and insurance  ($7,743) offset by a
decrease in vacancy expense  ($8,739).  The decrease in depreciation  expense of
$79,527   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  December 31, 1995, under generally
accepted accounting principals, the asset can no longer be depreciated.

                                       -9-

<PAGE>



Inflation

The effects of inflation  did not have a material  impact upon the  Registrant's
operation  in  fiscal  1996  and are  not  expected  to  materially  affect  the
Registrant's operation in 1997.


PART II.   OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K


               (a) Exhibits

                   See Exhibit Index on Page 11

               (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:   May 15, 1997                    By: /s/ Gregory J. Nooney, Jr.
                                        ------------------------------
                                            Gregory J. Nooney, Jr.
                                            General Partner



                                        Nooney Income Investments Two, Inc.

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

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


                                        BEING A MAJORITY OF THE DIRECTORS


                                      -10-

<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  infor-
                             mation  of   the   U.S.  Securities  and   Exchange
                             Commission only)

                                      -11-