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 September 30, 1996

                                       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
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                  43-1357693
--------------------------------------------------------------------------------
                      (I.R.S. Employer 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           .
     ----------

                               Page 1 of 13 Pages
<PAGE>

PART I

ITEM 1 - FINANCIAL STATEMENTS:

<TABLE>
                                                  NOONEY INCOME FUND LTD. II, L.P.
                                                       (A LIMITED PARTNERSHIP)

                                                           BALANCE SHEETS
<CAPTION>
                                                                                                            Sept. 30,   December 31,
                                                                                                              1996          1995
                                                                                                           (Unaudited)
                                                                                                           -----------  ------------
<S>                                                                                                        <C>          <C>

ASSETS:
         Cash ..........................................................................................   $ 1,198,239   $ 1,092,159
         Accounts receivable ...........................................................................        96,278       320,515
         Investment property, at cost:
           Land ........................................................................................     2,618,857     2,618,857
           Buildings and improvements ..................................................................    13,387,934    13,341,502
                                                                                                           -----------   -----------
                                                                                                            16,006,791    15,960,359
           Less accumulated depreciation ...............................................................     3,571,449     3,225,159
                                                                                                           -----------   -----------
                                                                                                            12,435,342    12,735,200
         Investment property held for sale .............................................................     2,490,995     2,431,537
         Prepaid and deferred expenses - (at amortized cost) ...........................................       160,182       224,155
                                                                                                           -----------   -----------
                                                                                                           $16,381,036   $16,803,566
                                                                                                           ===========   ===========

LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
         Accounts payable and accrued expenses .........................................................   $    53,568   $   251,779
         Accrued real estate taxes .....................................................................       445,578       606,111
         Refundable tenant deposits ....................................................................       130,528       112,034
         Mortgage note payable .........................................................................     7,190,000     7,190,000
                                                                                                           -----------   -----------
                                                                                                             7,819,674     8,159,924
Partners' Equity .......................................................................................     8,561,362     8,643,642
                                                                                                           -----------   -----------
                                                                                                           $16,381,036   $16,803,566
                                                                                                           ===========   ===========

SEE NOTES TO FINANCIAL STATEMENTS

</TABLE>
                                     -2-
<PAGE>
<TABLE>
                                                  NOONEY INCOME FUND LTD. II, L.P.
                                                       (A LIMITED PARTNERSHIP)

                                            STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
                                                             (UNAUDITED)
<CAPTION>
                                                                                 Three Months Ended         Nine Months Ended
                                                                             Sept. 30,      Sept. 30,     Sept. 30,      Sept. 30,
                                                                               1996           1995          1996           1995
                                                                            -----------    -----------   -----------    -----------
<S>                                                                         <C>            <C>           <C>            <C>

REVENUES:
         Rental and other income ........................................   $   879,117    $   432,452   $ 2,530,044    $ 1,316,153
         Interest .......................................................           695          7,329         7,120         24,415
                                                                            -----------    -----------   -----------    -----------
                                                                                879,812        439,781     2,537,164      1,340,568

EXPENSES:
         Interest Expense ...............................................       151,729            -0-       463,758            -0-
         Depreciation and amortization ..................................       169,173        110,479       485,815        328,412
         Real estate taxes ..............................................       108,877         97,795       446,254        256,789
         Property management fees paid to Nooney Krombach Company .......        52,710         26,010       159,224         80,319
         Reimbursement to Nooney Krombach Company for partnership 
          management services and indirect expenses .....................        10,000          6,250        22,500         18,750
         Other operating expenses .......................................       412,869        143,945     1,041,893        507,418
                                                                            -----------    -----------   -----------    -----------
                                                                                905,358        384,479     2,619,444      1,191,688
                                                                            -----------    -----------   -----------    -----------
NET (LOSS) INCOME .......................................................   $   (25,546)   $    55,302   $   (82,280)   $   148,880
                                                                            ===========    ===========   ===========    ===========
NET (LOSS) INCOME PER LIMITED PARTNERSHIP UNIT ..........................   $     (1.32)   $      2.45   $     (4.25)   $      6.50
                                                                            ===========    ===========   ===========    ===========

PARTNERS' EQUITY:
         Beginning of Period ............................................   $ 8,586,908    $ 8,655,187   $ 8,643,642    $ 8,689,086
         Net (Loss) Income ..............................................       (25,546)        55,302       (82,280)       148,880
         Cash Distribution to Partners ..................................           -0-            -0-           -0-       (127,477)
                                                                            -----------    -----------   -----------    -----------
End of Period ...........................................................   $ 8,561,362    $ 8,710,489   $ 8,561,362    $ 8,710,489
                                                                            ===========    ===========   ===========    ===========

SEE NOTES TO FINANCIAL STATEMENTS

</TABLE>
                                   -3-
<PAGE>
<TABLE>
                                                  NOONEY INCOME FUND LTD. II, L.P.
                                                       (A LIMITED PARTNERSHIP)

                                                      STATEMENTS OF CASH FLOWS
                                                             (UNAUDITED)
<CAPTION>
                                                                                     Three Months Ended        Nine Months Ended
                                                                                   Sept. 30,    Sept. 30,    Sept. 30,    Sept. 30,
                                                                                     1996         1995         1996         1995
                                                                                   ---------    ---------    ---------    ---------
<S>                                                                                <C>          <C>          <C>          <C>

CASH FLOWS FROM BY OPERATING ACTIVITIES:
         Net (Loss) Income .....................................................   $ (25,546)   $  55,302    $ (82,280)   $ 148,880
         Adjustments to reconcile net (loss) income to net cash (used in) 
           provided by operating activities:
           Depreciation and amortization .......................................     169,173      110,479      485,815      328,412
           Writedown of investment property ....................................         -0-          -0-      337,685          -0-

         Changes in assets and liabilities:
             Decrease (Increase) in accounts receivable ........................     104,440       23,586      224,237       (8,972)
             Increase in prepaid and deferred expenses .........................     (24,532)     (24,166)    (180,345)    (144,241)
             Increase (Decrease) in accounts payable and accrued expenses ......    (233,229)       3,949     (198,211)      16,415
             (Decrease) Increase in accrued real estate taxes ..................    (111,632)      59,295     (160,533)      35,347
             Increase (Decrease) in refundable tenant deposits .................       5,094       (4,083)      18,494       (5,382)
                                                                                   ---------    ---------    ---------    ---------
               Total Adjustments ...............................................     (90,686)     169,060      527,142      221,579
                                                                                   ---------    ---------    ---------    ---------
               Net cash (used in) provided by operating activities .............    (116,232)     224,362      444,862      370,459
                                                                                   ---------    ---------    ---------    ---------
CASH FLOWS USED IN INVESTING ACTIVITIES:
         Net additions to investment property ..................................     (69,072)     (31,422)    (338,782)     (83,309)
                                                                                   ---------    ---------    ---------    ---------
                Net cash used in investing activities ..........................     (69,072)     (31,422)    (338,782)     (83,309)

CASH FLOWS USED IN FINANCING ACTIVITIES:
         Cash distributions to partners ........................................         -0-          -0-          -0-     (127,477)
                                                                                   ---------    ---------    ---------    ---------
            Net cash used in financing activities ..............................         -0-          -0-          -0-     (127,477)
                                                                                   ---------    ---------    ---------    ----------
NET (DECREASE) INCREASE IN CASH ................................................    (185,304)     192,940      106,080      159,673
CASH, beginning of period ......................................................   1,383,543    1,084,766    1,092,159    1,118,033
                                                                                   ---------    ---------    ---------   ----------
CASH, end of period ............................................................ $ 1,198,239  $ 1,277,706  $ 1,198,239  $ 1,277,706
                                                                                 ===========  ===========  ===========  ===========
CASH, paid for interest ........................................................ $   151,729  $       -0-  $   463,758  $       -0-
                                                                                 ===========  ===========  ===========  ===========

SEE NOTES TO FINANCIAL STATEMENTS

</TABLE>
                                     -4-
<PAGE>
                         NOONEY INCOME FUND LTD.II, L.P.
                             (A LIMITED PARTNERSHIP)

                          NOTES TO FINANCIAL STATEMENTS
             THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

NOTE A:

Refer to the Registrant's financial statements for the year ended December 31,
1995, 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 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 September 30, 1996 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 September
30, 1996 and 1995 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

Liquidity and Capital Resources

Cash on hand as of September 30, 1996 is $1,198,239 which represents an increase
of $106,080 when compared to year end December 31, 1995. The increase in cash
can be attributed to the Registrant receiving the balances in certain cash
reserve accounts at the time of the purchase of the undivided interest in
NorthCreek Office Park, Countryside Executive Center and Northeast Commerce
Center. 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 1996. The anticipated capital
expenditures by property are as follows:

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

NorthCreek Office Park .............       $      -0-   $    2,700   $    2,700
Tower Industrial Building ..........              -0-          -0-          -0-
Northeast Commerce Center ..........              -0-          -0-          -0-
Countryside Executive Center .......              -0-        4,500        4,500
Leawood Fountain Plaza (24%) .......            9,100       11,500       20,600
                                           ----------   ----------   ----------
                                           $    9,100   $   18,700   $   27,800
                                           ==========   ==========   ==========

During the remainder of 1996, approximately $27,800 of capital expenditures are
expected. Leasing capital at the three properties includes funds for tenant
alterations and lease commissions for new and renewal leases. Other capital
expenditures at Leawood Fountain Plaza include expenditures to the property to
meet ADA requirements, repair of minor structural problems, painting the
building exteriors and repair of the properties sidewalks and curbing.

In conjunction with the December 31, 1995 purchase of an undivided interest in
NorthCreek Office Park, Countryside Executive Center and Northeast Commerce
Center not previously owned by the Registrant, a loan in the amount of
$7,190,000 was obtained to fund the purchase price. The loan is secured by the
properties purchased in the transaction. The first mortgage loan has a floating
interest rate of 3/4% above the then published prime rate of the lender and a
maturity date of December 31, 2002. Payments have been structured whereby only
interest is paid during 1996 with principal payments commencing January 1, 1997.

As previously disclosed, the General Partners feel that the market conditions
exist whereby Countryside Executive Center should be sold. During the first
quarter of 1996 the Registrant has begun to market the property. The Registrant
feels to achieve a maximum return from the sale of the property additional
leasing should occur prior to a sale.

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
September 30, 1996 and 1995 are detailed in the schedule below. The operating
results for NorthCreek Office Park, Northeast Commerce Center and Countryside
Executive Center are reflective of 100% ownership for the quarter ended
September 30, 1996 while the operating results for the quarter ended September
30, 1995 reflect the following ownership: NorthCreek Office Park (45%),
Northeast Commerce Center (45%), Countryside Executive Center (50%). The
ownership percentages for Tower Industrial Building and Leawood Fountain Plaza
remained constant for both periods. 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>
1996
-----------------

Revenues ........   $    350,526   $     49,215   $    162,109    $    251,939    $     64,698
Expenses ........        297,160         25,430        188,389         306,025          67,870
                    ------------   ------------   ------------    ------------    ------------
Net Income (Loss)   $     53,366   $     23,785   $    (26,280)   $    (54,086)   $     (3,172)
                    ============   ============   ============    ============    ============

1995
-----------------

Revenues ........   $    141,955   $     52,114   $     47,799    $    130,890    $     64,160
Expenses ........        101,564         29,272         55,050         153,145          63,137
                    ------------   ------------   ------------    ------------    ------------
Net Income (Loss)   $     40,391   $     22,842   $     (7,251)   $    (22,255)   $      1,023
                    ============   ============   ============    ============    ============

</TABLE>

At Leawood Fountain Plaza and Tower Industrial the quarter ending results from
September 30, 1996 when compared to 1995 remained relatively stable.

Operating results for NorthCreek Office Park, Northeast Commerce Center and
Countryside Executive Center varied significantly when comparing the quarter
ended results from September 30, 1996 to 1995. To analyze these three
properties, the Registrant will reflect operating results as if the properties
were 100% owned by the Registrant at September 30, 1996 and 1995.

NorthCreek Office Park revenues for the quarter ended September 30, 1996 and
1995 are $350,526 and $315,760, respectively. The increase in revenues relates
to rental income and expense recovery income. The increase in rental revenues
can be attributed to the Registrant's ability to increase the tenants rental
rates through lease renewals and the move-in of new tenants. The increase in
expense recovery income relates to increases in expenses from 1994 to 1995. As
recoverable expenses increase from year to year, the Registrant has the ability
to pass through these increases to the property's tenants. Operating expenses
for the quarter ended September 30, 1996 and 1995 are $297,160 and $225,699,
respectively. The increase in expenses relates to an increase in interest
expense and parking lot repairs and maintenance offset by a decrease in
depreciation expense. Interest expense increased $83,451 due to the first
mortgage debt the Registrant assumed through the purchase of the undivided
interest in NorthCreek Office Park (55%). The increase in parking lot
expenditures can be attributed to the repairing and sealing of the parking lot.
The decrease in depreciation expense can also be attributed to the purchase.
Prior to the sale, the assets purchased were depreciated over a term of 30
years. Upon the purchase, the assets were revalued based on the purchase price
and depreciated over 39 1/2 years.

                                       -7-
<PAGE>

For the quarter ended September 30, 1996 and 1995 revenues at Northeast Commerce
Center were $162,109 and $106,220, respectively. The increase in revenues can be
attributed to an increase in rental income resulting from an increase in
occupancy throughout 1996. In addition, expense recovery income increased due to
increases in expenses from 1994 to 1995. As recoverable expenses increase from
year to year the Registrant has the ability to pass through these increases to
the property's tenants. The property's expenses for the quarter ended September
30, 1996 and 1995 are $188,389 and $122,334. The increase in expenses relate to
an increase in interest and amortization expense offset by a decrease in
depreciation expense. Interest expense increased $42,484 due to the first
mortgage debt the Registrant assumed through the purchase of the undivided
interest in Northeast Commerce Center (55%). Amortization expenses increased due
to increased capital expenditures for alterations and commissions over the past
year. The decrease in depreciation expense also relates to the purchase. Prior
to the sale, the assets purchased were depreciated over a term of 30 years. Upon
the purchase, the assets were revalued based on the purchase price and are
depreciated over 39 1/2 years.

At Countryside Executive Center revenues for the quarter ended September 30,
1996 and 1995 are $251,939 and $261,779, respectively. The decrease in revenues
of $9,840 can be attributed to the receipt of cross easement income in the third
quarter of 1995 offset by an increase in rental income for the quarter ended
September 30, 1996. The increase in rental income can be attributed to an
increase in average occupancy during the third quarter of 1996 when compared to
the same quarter ended September 30, 1995. Operating expenses for the quarter
ended September 30, 1996 and 1995 are $306,025 and $306,290, respectively. The
overall operating expenses remained relatively stable, however, individual
expenses varied significantly. Depreciation expense decreased $77,242 due to the
reclassification of the property to property held for sale. With the
reclassification of the property effective January 1, 1996, under generally
accepted accounting principles, the asset can no longer be depreciated, but
instead has been stated at its net realizable value. Real estate tax accrual
decreased $70,885 due to a property reassessment, however, the Registrant
incurred a fee of $130,267 for services performed to obtain a reduction in real
estate tax of $372,190. Interest expense increased $25,749 due to the first
mortgage debt the Registrant assumed through the purchase of the undivided
interest in Countryside Executive Center (50%).

 The changes in occupancy levels at the Registrant properties were mixed during
the third quarter of 1996. An analysis of each properties' particular change in
occupancy will be further analyzed later in this document. The occupancy levels
at September 30 are as follows:

                                               Occupancy Levels at September 30,
                                               ---------------------------------
PROPERTY                                           1996      1995      1994
---------------------------------------------      ----      ----      ----

NorthCreek Office Park ......................       98%       94%       92%
Tower Industrial Building ...................      100%      100%      100%
Northeast Commerce Center ...................       87%       56%       56%
Countryside Executive Center ................       74%       70%       86%
Leawood Fountain Plaza (24%) ................       90%       96%       94%

Leasing activity during the third quarter of 1996 at NorthCreek Office Park
resulted in the renewal of one tenant totaling 904 square feet and the vacating
of four tenants who occupied 3,308 square feet. The Registrant signed three new
leases totaling 2,910 square feet.The office park has one major tenant, with two
leases that comprise 36% of the available space. These two leases expire in
December 1998 and December 2003, respectively.

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

                                       -8-
<PAGE>

At Northeast Commerce Center there was no leasing activity during the third
quarter. The property has one major tenant that occupies 50% of the available
space. Their lease expires December 1998.

At Countryside Executive Center, the Registrant renewed three leases totaling
4,859 square feet. One new lease was signed totaling 1,107 square feet. The
Registrant had no tenants vacate the property during the third quarter. The
property has no major tenants who occupy more that 10% of the available space.

During the third quarter of 1996 leasing activity at Leawood Fountain Plaza
netted an decrease in occupancy of 3% due to the move out of three tenants
occupying 2,447 square feet. Offsetting the tenant move-outs, the Registrant
executed one new lease totaling 501 square feet and renewed one lease totaling
1,649 square feet. The property has one major tenant that lease approximately
10% of the available space and their lease expires in July 1999.


Results of Consolidated Operations 1996

For the quarter ended September 30, 1996 consolidated revenues are $879,812
compared to $439,781 for the quarter ended September 30, 1995. For the nine
month period ended September 30, 1996 and 1995 consolidated revenues are
$2,537,164 and $1,340,568, 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 September 30, 1996 to 1995 as if the purchase of the additional
undivided interest in the properties occurred December 31, 1994, consolidated
revenues are $879,812 and $790,289, respectively. The increase in revenues when
comparing similar ownership percentages for the quarter ended September 30, 1996
to 1995 can be primarily attributed to increases in rental income and expense
recovery income at both Northeast Commerce Center and NorthCreek Office Park. At
Northeast Commerce Center, the increase in rental income can be attributed to an
increase in occupancy throughout 1996. At NorthCreek Office Park, the increase
in rental income is attributable to the Registrant's ability to increase rental
rates through lease renewals and new tenant move-ins. The increase in expense
recovery income relates to increases in expenses from 1994 to 1995. As
recoverable expenses increase from year to year, the Registrant has the ability
to pass through these increases to the property's tenants. For the nine month
periods ended September 30, 1996 and 1995, consolidated revenues are $2,537,164
and $2,473,557, respectively.The increase in revenues for the nine month period
ended September 30, 1996 when compared to 1995 is $63,607. The increase in
revenues relates to increases in rental income and expenses recovery income at
Northeast Commerce Center and NorthCreek Office Park. The increases can be
attributed to the reasons previously noted. Along with the increases in rental
income and expense recovery income, the Registrant received a real estate tax
refund during the second quarter of 1996 relating to Countryside Executive
Center. Offsetting the revenue increase was an increase in rent concessions.

As of September 30, 1996 and 1995 consolidated expenses for the quarter ended
are $905,358 and $384,479. For the nine month period ended September 30, 1996
and 1995 consolidated expenses are $2,619,444 and $1,191,688, respectively. The
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 September 30, 1996 to 1995 as if the purchase of the
additional undivided interest in the properties occurred December 31, 1994,
consolidated expenses are $905,358 and $809,709, respectively. The increase

                                       -9-
<PAGE>

in expenses when comparing similar ownership percentages can be attributed to an
increase in interest expense offset by a decrease in depreciation expense.
Interest expense increased $151,729 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 decrease in depreciation expense of $42,975 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 principles, the asset can
no longer be depreciated, but instead is stated at its net realizable value.
When comparing operating results for the nine month period ended September 30,
1996 to 1995 as if the purchase of the additional undivided interest in the
properties occurred December 31, 1994, consolidated expenses are $2,619,444 and
$2,281,544, respectively. The increase in expenses for the nine month period is
also attributable to an increase in interest expense of $463,758 and a decrease
in depreciation expense of $119,918.


Results of Consolidated Operations 1995

As of September 30, 1995, the Registrant's consolidated revenues are $439,781
for the quarter ended and $1,340,568 for the nine month period ended. For the
quarter ended revenues decreased approximately 3.20% while for the nine month
period ended revenues remained relatively stable decreasing less than 1% when
compared to the same period ended September 30, 1994.

For the quarter ended September 30, 1995, rental revenues decreased
approximately 3.20% or $14,527. The decrease in rental revenues relates to the
loss of a major tenant at Wards Corner, effective September 30, 1994. Offsetting
some of the approximately $50,000 in lost quarterly rental revenues generated
from this tenant were increases in rental revenues at Leawood Fountain Plaza and
NorthCreek Office Park. However, for the nine month period ended September 30,
1995 rental revenues still remained flat. This occurrence is attributable to the
receipt of a termination fee received in the first quarter of 1995 from a tenant
at Countryside Executive Center. The termination fee along with the increased
revenues at NorthCreek Office Park and Leawood Fountain Plaza offset the rental
revenues lost due to the tenant who vacated Wards Corner. Interest income
significantly increased when compared to the same nine month period ended
September 30, 1994. Increases is attributable to the maintaining of higher cash
balances in the Registrant's short term investment vehicles.

As of September 30, 1995, the Registrant's consolidated expenses for the quarter
ended and nine month period ended are $384,479 and $1,191,688, respectively. For
the quarter ended September 30, 1995 expenses increased $59,777 or 18.41% when
compared to the same period ended September 30, 1994. For the nine month period
ended September 30, 1995, expenses increased $82,872 or 7.47% when compared to
the same period ended September 30, 1994.

The increase in consolidated expenses for the quarter ended September 30, 1995
when compared to the quarter ended September 30, 1994 relates to an increase in
real estate taxes and other operating expenses. The increase in real estate
taxes is attributable to an accrual adjustment at Countryside Executive Center
that was posted as a reduction to the expense recorded in the third quarter of
1995. The adjustment was necessary to properly reflect the property's real
estate tax expense. At Tower Industrial real estate taxes increased due to a
road assessment which was passed through to the tenant. Real estate taxes at the
remaining three properties remained relatively stable. The increase in other
operating expenses are attributable to professional fees (legal and accounting)
in conjunction with the Consent Proxy. The professional fees accounted for
approximately 50% of the overall increase, while increases in insurance,
utilities and repairs and maintenance account for the remaining 50% of the
increase.

                                      -10-
<PAGE>

For the nine month period ended September 30, 1995 and 1994, consolidated
expenses are $1,191,688 and $1,108,816, respectively. The increase in expense
for the nine month period is attributable to real estate taxes and other
operating expenses. These increases were offset by a decrease in depreciation
and amortization. The increase in real estate taxes relates to a road assessment
at Tower Industrial and an increase in property assessment at Countryside
Executive Center. The properties assessments were increased in 1995 resulting in
increased real estate taxes.

Other operating expenses for the nine month period ended September 30, 1995 and
1994 are $507,418 and $428,463, respectively. The increase of $78,955 or 7.12%
is mainly attributable to professional fees (legal and accounting), which had an
increase $61,832, and administrative expenses, which had an increase of $18,037.
Both increases related to the completion of the Consent Proxy. The remainder of
the increase was caused by utilities ($6,451), vacancy expenses ($8,583), and
repairs and maintenance ($7,337). Offsetting the above mentioned increases were
decreases in snow removal ($6,191) and office cleaning ($4,389).

Each quarter, the General Partners assess the properties for impairment. If
conclusive evidence of an impairment is found in any particular quarter, further
valuation procedures would be performed. Additionally, as a matter of policy,
the Registrant has each of its properties appraised on an annual basis by an
independent appraisal firm. It is difficult to pinpoint an exact time or event
to which impairment of a real estate investment can be attributed. Reductions in
value are usually recognized on an annual basis at the time the appraisals are
completed.


Inflation

The effects of inflation did not have a material impact upon the Registrant's
operations in fiscal year 1995, and are not expected to materially affect the
Registrant's operations in 1996.

                                      -11-
<PAGE>

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits

         See Exhibit Index on page 13.

     (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.

Dated: November 12, 1996                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

                                      -12-
<PAGE>
                               INDEX TO EXHIBITS

Exhibit No.  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
             Securities and Exchange Commission only)

                                      -13-