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, 2000
                               -------------------------------------------------

                                       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.)

One Memorial Drive, #1000, St. Louis, Missouri                   63102
----------------------------------------------         -------------------------
  (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code        (314) 206-4600
                                                   -----------------------------

--------------------------------------------------------------------------------
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,
                                                         2000           1999
                                                      (Unaudited)   ------------
                                                      -----------
ASSETS:

     Cash and cash equivalents                        $ 1,154,755    $ 1,190,211
     Accounts receivable                                  263,399        257,599
     Prepaid expenses and deposits                         10,432         24,430
     Investment property, at cost:
         Land                                           2,618,857      2,618,857
         Buildings and improvements                    13,986,187     13,997,112
                                                      -----------    -----------
                                                       16,605,044     16,615,969
         Less accumulated depreciation                  5,248,466      5,162,333
                                                      -----------    -----------
                                                       11,356,578     11,453,636
     Investment property-held for sale                  2,869,044      2,860,890
                                                      -----------    -----------
                                                       14,225,622     14,314,526

     Deferred expenses - at amortized cost                325,517        321,834
                                                      -----------    -----------

                                                      $15,979,725    $16,108,600
                                                      ===========    ===========

LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses            $    78,228    $   174,137
     Accrued real estate taxes                            391,947        485,507
     Refundable tenant deposits                           258,173        250,231
     Mortgage note payable                              6,842,484      6,871,246
                                                      -----------    -----------

                                                        7,570,832      7,781,121

Partners' equity                                        8,408,893      8,327,479
                                                      -----------    -----------

                                                      $15,979,725    $16,108,600
                                                      ===========    ===========



                 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,
                                                        2000           1999
                                                     -----------    -----------
REVENUES:
     Rental and other income                         $   942,147    $   855,615
     Interest                                              1,384              0
                                                     -----------    -----------
                                                         943,531        855,615
                                                     -----------    -----------
EXPENSES:
     Interest expense                                    146,739        134,088
     Depreciation and amortization                       199,432        181,040
     Real estate taxes                                   136,139        139,025
     Property management fees paid to
         Nooney Inc.                                      56,451         50,896
     Reimbursement to Nooney Inc.
         for partnership management
         services and indirect expenses                   10,000         10,000
     Repairs & maintenance                                46,523         60,508
     Professional services                                30,523         46,680
     Utilities                                            48,716         40,340
     Payroll                                              30,132         30,676
     Cleaning                                             37,517         30,645
     Insurance                                            16,127         17,772
     Snow removal                                         17,343         36,698
     Other operating expenses                             86,475         97,321
                                                     -----------    -----------

                                                         862,117        875,689
                                                     -----------    -----------

NET INCOME (LOSS)                                    $    81,414    $   (20,074)
                                                     ===========    ===========

NET INCOME (LOSS) PER LIMITED
     PARTNERSHIP UNIT                                $      4.19    $     (1.03)
                                                     ===========    ===========

PARTNERS' EQUITY:
     Beginning of period                             $ 8,327,479    $ 8,262,543
     Net income (loss)                                    81,414        (20,074)
                                                     -----------    -----------

     End of period                                   $ 8,408,893    $ 8,242,469
                                                     ===========    ===========



                 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,
                                                          2000          1999
                                                       -----------   -----------

CASH FLOWS FROM OPERATING ACTIVITIES
     Net Income (Loss)                                $    81,414   $   (20,074)
     Adjustments to reconcile net income (loss) to
         net cash provided by operating activities:
             Depreciation and amortization                199,432       181,040


     Changes in assets and liabilities:
         (Increase) decrease in accounts receivable        (5,800)       53,807
         Decrease in prepaid expenses & deposits           13,998         1,424
         Increase in deferred assets                      (30,991)       (5,497)
         Decrease in accounts payable and accrued
           expenses                                       (95,909)     (101,622)
         Decrease in accrued real estate taxes            (93,560)      (99,336)
         Increase in refundable tenant deposits             7,942         1,063
                                                      -----------   -----------

             Total adjustments                             (4,888)       30,879
                                                      -----------   -----------

             Net cash provided by operating
               activities                                  76,526        10,805
                                                      -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
     Additions to investment property                     (83,221)      (57,188)
                                                      -----------   -----------


CASH FLOWS FROM FINANCING ACTIVITIES -
     Payments on mortgage notes payable                   (28,761)      (26,783)
                                                      -----------   -----------


NET DECREASE IN CASH                                      (35,456)      (73,166)
     AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS, beginning of period          1,190,211     1,249,605
                                                      -----------   -----------

CASH AND CASH EQUIVALENTS, end of period              $ 1,154,755   $ 1,176,439
                                                      ===========   ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during year for interest      $   146,739   $   134,088
                                                      ===========   ===========

                 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, 2000 AND 1999
                   ------------------------------------------


NOTE A:

Refer to the Registrant's  financial  statements for the year ended December 31,
1999, 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, 2000 and for all periods  presented
have been made. The results of operations for the three-month period ended March
31, 2000 are not necessarily indicative of the results which may be expected for
the entire year.

NOTE C:

The Registrant's  properties are managed by American Spectrum Midwest,  formerly
Nooney,  Inc., a  wholly-owned  subsidiary  of CGS Real Estate  Company.  Nooney
Income  Investments Two, Inc., a general  partner,  is a 75% owned subsidiary of
S-P Properties,  Inc. S-P Properties,  Inc. is a wholly-owned  subsidiary of CGS
Real Estate Company.

NOTE D:

The earnings per limited  partnership  unit for the three months ended March 31,
2000  and  1999  was  computed  based  on  19,221  units,  the  number  of units
outstanding during the periods.

NOTE E:

CGS Real Estate Company,  Inc.  ("CGS"),  an affiliate of the corporate  general
partner of the  Registrant,  is in the process of  developing a plan pursuant to
which  the  properties  owned  by the  Registrant  would  be  combined  with the
properties of other real estate partnerships  managed by CGS and its affiliates.
These  limited  partnerships  own  office  properties,   industrial  properties,
shopping centers, and residential apartment properties.  It is expected that the
acquiror would in the future qualify as a real estate investment trust.  Limited
partners  would  receive  shares of common stock in the acquiror  which would be
listed on a national securities exchange or the NASDAQ national market system.

                                       -5-

<PAGE>

NOTE F:

The  Registrant has no items of other  comprehensive  income,  accordingly,  net
income and other comprehensive income are the same.

NOTE G:

The partnership has five reportable operating segments:  Leawood Fountain Plaza,
Tower  Industrial,  Countryside  Office Park,  Northeast  Commerce  Center,  and
NorthCreek  Office  Park.  In the  first  quarter  of  1999,  the  Partnership's
management  evaluated  performance  of each segment based on profit or loss from
operations before allocation of property writedowns,  general and administrative
expenses,   unusual  and  extraordinary  items,  and  interest.   In  2000,  the
Partnership is evaluating  each  segment's  operations  including  allocation of
property writedowns.

                                                          Three Months Ended
                                                      -------------------------
                                                      March 31,       March 31,
                                                        2000            1999
                                                        ----            ----

Revenues:
    Leawood Fountain Plaza (24%)                     $  83,767        $  84,311
    Tower Industrial                                    50,784           50,450
    Countryside Office Park                            338,198          260,579
    Northeast Commerce Center                          101,267           92,178
    NorthCreek Office Park                             366,830          359,666
                                                     ---------        ---------
                                                       940,846          847,184
                                                     =========        =========

Operating Profit (Loss):
    Leawood Fountain Plaza (24%)                     $  21,501        $  15,871
    Tower Industrial                                    21,076           23,722
    Countryside Office Park                             64,071           20,080
    Northeast Commerce Center                          (62,341)        (114,091)
    NorthCreek Office Park                              70,221           46,168
                                                     ---------        ---------
                                                       114,528           (8,250)
                                                     =========        =========

Capital Expenditures:
    Leawood Fountain Plaza (24%)                     $     888        $   4,160
    Tower Industrial                                       -0-            3,850
    Countryside Office Park                             35,616           16,374
    Northeast Commerce Center                              -0-            5,860
    NorthCreek Office Park                              48,214           26,944
                                                     ---------        ---------
                                                        84,718           57,188
                                                     =========        =========

Depreciation and Amortization:
    Leawood Fountain Plaza (24%)                     $  14,774        $  23,892
    Tower Industrial                                    12,003           10,411
    Countryside Office Park                             41,295           32,183
    Northeast Commerce Center                           52,654           62,738
    NorthCreek Office Park                              78,706           90,185
                                                     ---------        ---------
                                                       199,432          219,409
                                                     =========        =========


                                       -6-

<PAGE>



Assets:
    As Of:                                   March 31, 2000   December 31, 1999
                                             --------------   -----------------

    Leawood Fountain Plaza (24%)                $   968,187         $   946,803
    Tower Industrial                                971,290             985,935
    Countryside Office Park                       3,110,049           3,126,218
    Northeast Commerce Center                     3,497,645           3,512,653
    NorthCreek Office Park                        6,384,872           6,410,529
                                                -----------         -----------
                                                 14,932,043          14,982,138
                                                ===========         ===========


Reconciliation of segment data to the Partnership's consolidated data follow:

                                                         Three Months Ended
                                                       ------------------------
                                                       March 31,      March 31,
                                                         2000           1999
                                                         ----           ----

Revenues:
    Segments                                           $ 940,846      $ 847,184
    Corporate and other                                    2,685          8,431
                                                       ---------      ---------
                                                         943,531        855,615
                                                       =========      =========


Operating Profit (Loss):
    Segments                                           $ 114,528      $  (8,250)
    Corporate and other income                             2,685          8,430
    General and administrative expenses                  (35,799)       (20,254)
                                                       ---------      ---------
                                                          81,414        (20,074)
                                                       =========      =========


Depreciation and Amortization
    Segments                                           $ 199,432      $ 219,409
    Corporate and other                                      -0-        (38,369)
                                                       ---------      ---------
                                                         199,432        181,040
                                                       =========      =========


Assets:
    As of:                                  March 31, 2000    December 31, 1999
                                            --------------    -----------------

    Segments                                   $14,932,043          $14,982,138
    Corporate and other                          1,047,682            1,126,462
                                                15,979,725           16,108,600
                                               ===========          ===========










                                       -7-

<PAGE>



ITEM 7:  MANAGEMENT'S 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 and cash  equivalents  on hand as of  March  31,  2000,  is  $1,154,755,  a
decrease of ($35,456)  when  compared to year end December 31, 1999.  During the
quarter,  net cash provided by operating  activities was $76,526.  Cash was used
for  payment of capital  additions  in the amount of  $83,221  and  payments  on
mortgage notes payable of $28,761.  The Registrant expects cash flow and cash on
hand to fund the properties  anticipated capital  expenditures for the remainder
of 2000. The anticipated capital expenditures by property are as follows:

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

NorthCreek Office Park               $  5,103        $ 66,000        $ 71,103
Tower Industrial Building                   0               0               0
Northeast Office Park                 349,377          28,400         377,777
Countryside Office Park                50,815          23,390          74,205
Leawood Fountain Plaza (24%)           61,711               0          61,711
                                     --------        --------        --------
                                     $467,006        $117,790        $584,796
                                     ========        ========        ========

Leasing  capital  at all of  the  partnership's  properties  relates  to  tenant
improvements and lease  commissions for new and renewal  tenants.  At NorthCreek
Office Park,  other  capital has been budgeted for parking lot  restoration.  At
Northeast  Commerce  Center,  other  capital has been  budgeted  for parking lot
overlay  and  striping.  At  Countryside  Office  Park,  other  capital has been
budgeted for the  restoration  of common area ceiling  tiles and two new heating
and air conditioning units.

The  Registrant  reviews  cash  reserves on a regular  basis prior to  beginning
scheduled  capital  improvements.  In the event there is not adequate funds, the
capital improvement will be postponed until such funds are available.

The Registrant  believes that due to market conditions  Countryside  Office Park
should be sold. Management has increased the occupancy level to 92% at March 31,
2000,  from 74% at March 31, 1999. The  Registrant is evaluating  sale and other
options regarding the property due to the increased occupancy level and improved
market  conditions in the  surrounding  areas during the second half of 1999 and
continuing on in the year 2000.

The future  liquidity  of the  Registrant  is  dependent  on its ability to fund
future  capital  expenditures  and mortgage  payments from  operations  and cash
reserves,  maintain  occupancy,  and negotiate  with lenders the  refinancing of
mortgage debt as it matures.





                                       -8-

<PAGE>

Results of Operations by Property
---------------------------------

The results of operations for the Registrant's properties for the quarters ended
March  31,  2000 and 1999 are  detailed  in the  schedule  below.  Expenses  and
revenues of the Registrant are excluded.

                                      Tower   Northeast  Countryside   Leawood
                       NorthCreek  Industrial Commerce     Office     Fountain
                       Office Park  Building   Center       Park     Plaza (24%)
                       -----------  --------   ------       ----     -----------
  2000
  ----

Revenues                $ 366,830  $  50,784  $ 101,267   $ 338,198  $  83,767
Expenses                  296,609     29,708    163,608     274,127     62,266
                        ---------  ---------  ---------   ---------  ---------

Net Income (Loss)       $  70,221  $  21,076  ($ 62,341)  $  64,071  $  21,501
                        =========  =========  =========   =========  =========

  1999
  ----

Revenues                $ 359,666  $  50,450  $  92,178   $ 260,579  $  84,311
Expenses                  313,498     26,728    206,269     240,499     68,440
                        ---------  ---------  ---------   ---------  ---------

Net Income (Loss)       $  46,168  $  23,722  $(114,091)  $  20,080  $  15,871
                        =========  =========  =========   =========  =========

Revenues at NorthCreek  Office Park increased $7,164 when comparing  quarter end
March 31, 2000 to the first quarter  ended March 31, 1999.  This increase can be
primarily  attributed  to a  termination  fee received by a former tenant in the
amount of $7,212. All other revenues have remained consistent with that of prior
year.  Expenses  decreased from $313,498 for the quarter ended March 31, 1999 to
$296,609  for the quarter  ended  March 31,  2000.  This  decrease of $16,889 is
primarily  attributable to decreases in depreciation  and  amortization  expense
($11,479),  electrical  repairs  ($11,085),  and snow  removal  ($6,280).  These
decreases were partially  offset by increases in interest  expense  ($6,957) and
landscaping expense ($4,417).  The decrease in depreciation and amortization can
be  attributed  to fully  amortized  and  depreciated  assets.  The  decrease in
electrical  repairs is due to major  repairs and  maintenance  electrical  costs
incurred  in 1999.  The  increased  interest  expense is  related  to  increased
interest rates.

Operating  results at Tower Industrial  Building for the quarter ended March 31,
2000 and 1999  remained  stable  with  minimal  fluctuations.  Slight  increases
occurred in both depreciation and general and administrative related expenses.

Revenues at Northeast  Commerce Center were $101,267 for the quarter ended March
31,  2000 and $92,178 for the quarter  ended March 31,  1999.  This  increase in
revenue  of $9,089 is due to  increases  in base  rental  revenue  ($6,839)  and
escalation  revenue  ($2,249).  The  increase in base rent is  primarily  due to
higher rental rates.  Expenses for the quarters  ending March 31, 2000 and March
31, 1999 were $163,608 and $206,269,  respectively.  The decrease of $42,661 can
primarily  be   attributable   to  decreases  in  vacancy   expense   ($35,276),
amortization and  depreciation  expense  ($10,084),  and repairs and maintenance
related expenses ($5,517). These decreases were partially offset by increases in
interest expense ($3,541), fire and crime prevention ($1,979), and various other
operating expenses ($2,696). The decrease in vacancy expense is due to the costs
of  rehabilitating  vacant  space  in  1999.  The  decreased   amortization  and
depreciation  expense  is  primarily   attributable  to  fully  depreciated  and
amortized assets.


                                       -9-

<PAGE>



At Countryside  Office Park revenues were $338,198 and $260,579 for the quarters
ended  March 31,  2000 and  March 31,  1999,  respectively.  Revenues  increased
$77,619  primarily  due to  increases  in  base  rental  revenues  which  can be
attributable  to  the  increased  occupancy  level  at the  property.  Operating
expenses  increased  $33,628 when  comparing the two years.  The expenses  which
increased  include interest expense  ($2,151),  amortization  expense  ($9,112),
contract  cleaning  and  day  porter  service  ($13,510),   utilities  ($6,212),
management fees ($4,657), advertising expense ($2,359), vacancy related expenses
($2,541),  payroll expense  ($1,582),  and legal fees ($2,541).  These increases
were  partially  offset by a decrease in snow removal  ($10,589).  The increased
amortization  expense  is due to the  addition  of  tenant  improvements  as the
property  continues to lease available space. The increases in both cleaning/day
porter and utility  expense can also be  attributed  directly to the rise in the
occupancy level, therefore increasing the demand for both of these expenses. The
decrease in snow removal is due to milder weather conditions than that of 1999.

At Leawood Fountain Plaza,  revenues remained  consistent when comparing the two
three-month periods.  Operating expenses decreased $6,174 when comparing the two
periods.  The  decrease in expenses is mainly due to a decrease in  depreciation
and amortization  expense ($9,117),  partially offset by an increase in fire and
crime prevention expense ($1,967), and various other operating expenses ($976).

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

                                          Occupancy levels as of March 31,
                                          --------------------------------

         Property                           2000        1999        1998
         --------                           ----        ----        ----

NorthCreek Office Park                       96%        100%         95%
Tower Industrial Building                   100%        100%        100%
Northeast Commerce Center                    49%         50%         94%
Countryside Office Park                      92%         74%         69%
Leawood Fountain Plaza (24%)                 93%         98%         90%

During the first quarter of 2000,  NorthCreek Office Park occupancy decreased 4%
to 96%.  Leasing  activity at  NorthCreek  Office Park  consisted  of one tenant
signing a lease for 52 square  feet,  two tenants  renewing  their  leases for a
total of 5,638  square  feet and  three  tenants  vacating  3,579  square  feet.
NorthCreek  Office Park has one major  tenant  which  occupies  spaces under two
leases which  together  comprise 33% of the available  space.  These leases both
expire in December 2003.

Tower  Industrial  Building is leased to a single  tenant whose lease expires on
December 31, 2001.

At  Northeast  Commerce  Center,  occupancy  remained at 49% during the quarter.
There was no leasing  activity during this  three-month  reporting  period.  The
property has two major  tenants who occupy 23% and 11% of the  available  space.
Their  leases  expire  September  2003  and  December  2006,  respectively.  The
Registrant  is  working  with a local  Cincinnati  brokerage  firm to handle the
leasing of the remaining space.

At Countryside Office Park,  occupancy  increased 2% to 92% from the rate at the
beginning of the quarter. Leasing activity during the first quarter consisted of
two tenants  occupying  5,856 square feet renewing  their leases and two tenants
vacating 2,294 square feet.  There are two major tenants at  Countryside  Office
Park who occupy 14% and 13% of the  available  space with leases which expire in
2005 and 2002, respectively.

                                      -10-

<PAGE>



During the first quarter of 2000,  occupancy at Leawood  Fountain Plaza remained
stable at 93%.  Leasing  activity  consisted of one new tenant  occupying  1,946
square feet,  two tenants  renewing  their leases for 2,927 square feet, and one
tenant  vacating 1,769 square feet.  The property has two major tenants,  one of
whom occupies 14% of the available space whose lease expires in October 2001 and
a second  major  tenant who  occupies  10% of the  available  space  whose lease
expires in July 2004.

The  Registrant  reviews  long-lived  assets for impairment  whenever  events or
changes in circumstances indicate that the carrying amount of a property may not
be  recoverable.  The  Registrant  considers a history of operating  losses or a
change in  occupancy  to be primary  indicators  of  potential  impairment.  The
Registrant  deems the  property to be  impaired  if a forecast  of  undiscounted
future operating cash flows directly related to the property, including disposal
value, if any, is less than its carrying  amount.  If the property is determined
to be impaired,  the loss is measured as the amount by which the carrying amount
of the  property  exceeds its fair value.  Fair value is based on quoted  market
prices  in  active  markets,  if  available.  If quoted  market  prices  are not
available, an estimate of fair value is based on the best information available,
including prices for similar  properties or the results of valuation  techniques
such  as  discounting  estimated  future  cash  flows.  Considerable  management
judgment is necessary to estimate fair value. Accordingly,  actual results could
vary significantly from such estimates.

Results of Consolidated Operations 2000
---------------------------------------

For the  quarter  ended  March 31,  2000,  consolidated  revenues  are  $943,531
compared  to $855,615  for the quarter  ended  March 31,  1999.  Revenues,  at a
consolidated level,  increased $87,916 primarily due to increases in base rental
revenue at  Countryside  Office Park, as mentioned in the property  comparisons.
Increases in revenue were also reflected at NorthCreek Office Park and Northeast
Commerce Center when comparing the two three-month ending periods.  Consolidated
expenses for the quarters  ending March 31, 2000 and March 31, 1999 are $862,117
and $875,689,  respectively.  The $13,572  decrease in expenses is a result of a
combination  of factors.  Decreases  were  reflected  in real estate tax expense
($2,886),  repairs and  maintenance  related  expenses  ($13,985),  professional
services  ($16,157),  insurance  ($1,645),  snow  removal  ($19,355),  and other
operating  expenses   ($10,846).   These  decreases  were  partially  offset  by
consolidated   increases  in  interest  expense   ($12,651),   depreciation  and
amortization  ($18,392),  management  fees  ($5,555),  utilities  ($8,376),  and
cleaning ($6,872).  The decrease in repairs and maintenance  related expenses is
primarily due to the decrease in electrical  repairs at NorthCreek  Office Park.
The decrease in  professional  services  can be  attributed  to  appraisal  fees
incurred  for the  Registrant's  properties  in the first  quarter of 1999.  The
decrease  in snow  removal,  as  well  as the  increases  in  interest  expense,
depreciation and amortization  expense, and utilities have all been addressed at
the property level  comparisons.  The decrease in  consolidated  other operating
expenses can mostly be attributed to vacancy costs at Northeast Commerce Center.
The increase in management fees is due to the overall increase in revenues.

Results of Consolidated Operations 1999
---------------------------------------

For the  quarter  ended  March 31,  1999,  consolidated  revenues  are  $855,615
compared to $875,317 for the quarter  ended March 31, 1998.  Revenues  decreased
$19,702  primarily due to an increase in bad debt expense  ($39,114),  partially
offset by an increase in miscellaneous  income ($20,696) due to the receipt of a
prior year tax refund.  Consolidated  expenses for the quarters  ended March 31,
1999 and 1998 are $875,689 and $814,801,  respectively. This $60,888 increase in
expenses is a result of significant increases in repairs and maintenance related
expenses ($16,231), professional fees ($24,481), payroll expenses ($8,093), snow

                                      -11-

<PAGE>


removal ($18,780), and other operating expenses ($46,514).  There were also less
significant increases in utility expense ($2,569) and insurance ($2,309).  These
increases  were  partially  offset by decreases in interest  expense  ($11,932),
depreciation  and  amortization  expense  ($13,836),  real  estate  tax  expense
($21,732), and cleaning services ($10,223). The increase in professional fees is
due to appraisal fees. The increase in other operating  expense is primarily due
to the increase in vacancy expenses for first quarter 1999 at Northeast Commerce
Center.  The  decrease  in  interest  expense  can be  attributed  to  increased
principal payments made per mortgage agreement.


Inflation
---------

The effects of inflation  did not have a material  impact upon the  Registrant's
operation  in  fiscal  1999  and are  not  expected  to  materially  affect  the
Registrant's operation in 2000.




                                      -12-

<PAGE>



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, 2000                   By:   Nooney Income Investments Two, Inc.
                                             General Partner


                                       By:  /s/ Gregory J. Nooney, Jr.
                                            ----------------------------------
                                             Gregory J. Nooney, Jr. - Director
                                             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


                                      -13-

<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)

                                      -14-