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, 2001
                               -------------------------------------------------

                                       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, Suite 675, 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 ___


                                       -1-

<PAGE>

PART I
ITEM 1 - Financial Statements:
-----------------------------


                        NOONEY INCOME FUND LTD. II, L.P.
                        --------------------------------

                             (A LIMITED PARTNERSHIP)
                             -----------------------

                                 BALANCE SHEETS
                                 --------------

                                                       March 31,    December 31,
                                                          2001          2000
                                                      (Unaudited)   ------------
                                                      -----------
ASSETS:

     Cash and cash equivalents                        $ 1,743,536    $ 1,667,825
     Accounts receivable                                  269,193        255,232
     Prepaid expenses and deposits                          9,390         26,235
     Accounts receivable affiliates                        98,717              0
     Investment property, at cost:
         Land                                           2,618,857      2,618,857
         Buildings and improvements                    14,440,105     14,438,993
                                                      -----------    -----------
                                                       17,058,962     17,057,850
         Less accumulated depreciation                  5,812,953      5,647,553
                                                      -----------    -----------
                                                       11,246,009     11,410,297
     Investment property-held for sale                  2,777,867      2,804,205
                                                      -----------    -----------
                                                       14,023,876     14,214,502

     Deferred expenses - at amortized cost                321,893        333,049
                                                      -----------    -----------

                                                      $16,466,605    $16,496,843
                                                      ===========    ===========

LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses            $    91,676    $   143,544
     Accrued real estate taxes                            402,951        491,547
     Refundable tenant deposits                           286,591        278,562
     Mortgage note payable                              6,723,201      6,756,201
                                                      -----------    -----------

                                                        7,504,419      7,669,854

Partners' equity                                        8,962,186      8,826,989
                                                      -----------    -----------
                                                      $16,466,605    $16,496,843
                                                      ===========    ===========



                 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,
                                                          2001           2000
                                                        ---------      ---------
REVENUES:
     Rental and other income                            $1,039,546    $  942,147
     Interest                                                  596         1,384
                                                        ----------    ----------
                                                         1,040,142       943,531
                                                        ----------    ----------
EXPENSES:
     Interest expense                                      143,212       146,739
     Depreciation and amortization                         224,482       199,432
     Real estate taxes                                     151,529       136,139
     Property management fees paid to
         American Spectrum Midwest                          62,067        56,451
     Reimbursement to American Spectrum Midwest
         for partnership management
         services and indirect expenses                     10,000        10,000
     Repairs & maintenance                                  60,426        46,523
     Professional services                                  24,294        30,523
     Utilities                                              61,740        48,716
     Payroll                                                34,603        30,132
     Cleaning                                               40,081        37,517
     Insurance                                              21,435        16,127
     Snow removal                                           13,494        17,343
     Other operating expenses                               57,582        86,475
                                                        ----------    ----------

                                                           904,945       862,117
                                                        ----------    ----------

NET INCOME                                              $  135,197    $   81,414
                                                        ==========    ==========

NET INCOME PER LIMITED
     PARTNERSHIP UNIT                                   $     6.96    $     4.19
                                                        ==========    ==========

PARTNERS' EQUITY:
     Beginning of period                                $8,826,989    $8,327,479
     Net income                                            135,197        81,414
                                                        ----------    ----------

     End of period                                      $8,962,186    $8,408,893
                                                        ==========    ==========



                 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,
                                                         2001          2000
                                                       ---------     ---------

CASH FLOWS FROM OPERATING ACTIVITIES
     Net Income                                      $   135,197   $    81,414
     Adjustments to reconcile net income to net
         cash provided by operating activities:
             Depreciation and amortization               224,482       199,432


     Changes in assets and liabilities:
         Increase in accounts receivable                 (13,961)       (5,800)
         Decrease in prepaid expenses & deposits          16,845        13,998
         Increase in deferred assets                     (21,054)      (30,991)
         Decrease in accounts payable and accrued
           expenses                                      (51,868)      (95,909)
         Decrease in accrued real estate taxes           (88,596)      (93,560)
         Increase in refundable tenant deposits            8,029         7,942
                                                     -----------   -----------

             Total adjustments                            73,877        (4,888)
                                                     -----------   -----------

             Net cash provided by operating
               activities                                209,074        76,526
                                                     -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
     Additions to investment property                     (1,646)      (83,221)
                                                     -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES -
     Receivable from Affiliates                          (98,717)            0
     Payments on mortgage notes payable                  (33,000)      (28,761)
                                                     -----------   -----------

NET CASH USED IN FINANCING ACTIVITIES                   (131,717)  ($   28,761)

NET INCREASE (DECREASE) IN CASH                           75,711       (35,456)
     AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS, beginning of period         1,667,825     1,190,211
                                                     -----------   -----------

CASH AND CASH EQUIVALENTS, end of period             $ 1,743,536   $ 1,154,755
                                                     ===========   ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during year for
     interest                                        $   143,212   $   146,739
                                                     ===========   ===========



                 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, 2001 AND 2000
                   ------------------------------------------



NOTE A:

Refer to the Registrant's  financial  statements for the year ended December 31,
2000, 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, 2001 and for all periods  presented
have been made. The results of operations for the three-month period ended March
31, 2001 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,  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,
2001  and  2000  was  computed  based  on  19,221  units,  the  number  of units
outstanding during the periods.

                                       5
<PAGE>

NOTE E:

CGS Real Estate Company,  Inc.  ("CGS"),  an affiliate of the corporate  general
partner of the  Registrant,  is continuing the development of 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, American Spectrum Realty, Inc. ("ASR"), would in the future qualify as
a real estate investment trust.  Limited partners would receive shares of common
stock in ASR which would be listed on a national securities exchange.

The  Registrant's  participation  in this plan will  require  the consent of its
limited partners. ASR filed a registration statement on Form S-4 August 14, 2000
relating  to the  solicitation  of  consents  with  the  SEC.  The  registration
statement  was amended  February 14, 2001 and April 24,  2001.  The plan and the
benefits   and  risks   thereof  will  be  described  in  detail  in  the  final
prospectus/consent solicitation statement included in the registration statement
filed under the Securities  Act of 1933 at the time it is declared  effective by
the Securities and Exchange Commission.  Following  effectiveness,  solicitation
materials  will  be  provided  to  limited   partners  in  connection  with  the
solicitation of the consent of the limited partners.  There can be no assurances
that the plan described above will be consummated.

The  Partnership  has  paid a total  of  $98,717  in  expenses  relating  to the
impending  transaction.  These costs,  which do not represent  the  Registrant's
proportionate  share,  primarily relate to professional fees and are recorded as
Accounts  receivable  affiliates.   When  the  transaction  is  finalized,   the
Partnership  will be compensated  with  additional  stock. If the transaction is
terminated, the Partnership will be reimbursed by CGS for all costs incurred.

NOTE F:

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


                                       6
<PAGE>


NOTE G:

The partnership has five reportable operating segments:  Leawood Fountain Plaza,
Tower Industrial  Building,  Countryside Office Park, Northeast Commerce Center,
and NorthCreek  Office Park. All of the  Registrant's  properties are 100% owned
with the exception of Leawood  Fountain Plaza, in which a 24% interest is owned.
The  remaining  76%  interest  is owned by Nooney  Income  Fund Ltd.,  L.P.,  an
affiliate of the  Registrant as the other tentant in common.  The  Partnership's
management  evaluates  performance  of each segment based on profit or loss from
operations  including  the  allocation  of  property  writedowns,   general  and
administrative expenses, unusual and extraordinary items, and interest.

                                                       Three Months Ended
                                                       ------------------
                                                    March 31,         March 31,
                                                      2001              2000
                                                      ----              ----

Revenues:
    Leawood Fountain Plaza (24%)                  $    89,078       $    83,767
    Tower Industrial Building                          56,552            50,784
    Countryside Office Park                           372,646           338,198
    Northeast Commerce Center                         154,831           101,267
    NorthCreek Office Park                            361,337           366,830
                                                  -----------       -----------
                                                    1,034,444           940,846
                                                  ===========       ===========

Operating Profit (Loss):
    Leawood Fountain Plaza (24%)                  $    20,655       $    21,501
    Tower Industrial Building                          25,450            21,076
    Countryside Office Park                            86,957            64,071
    Northeast Commerce Center                         (28,345)          (62,341)
    NorthCreek Office Park                             56,624            70,221
                                                  -----------       -----------
                                                      161,341           114,528
                                                  ===========       ===========

Capital Expenditures:
    Leawood Fountain Plaza (24%)                  $     1,440       $       888
    Tower Industrial Building                             -0-               -0-
    Countryside Office Park                               -0-            35,616
    Northeast Commerce Center                             206               -0-
    NorthCreek Office Park                                -0-            48,214
                                                  -----------       -----------
                                                        1,646            84,718
                                                  ===========       ===========

Depreciation and Amortization:
    Leawood Fountain Plaza (24%)                  $    20,794       $    14,774
    Tower Industrial Building                          10,286            12,003
    Countryside Office Park                            39,895            41,295
    Northeast Commerce Center                          76,202            52,654
    NorthCreek Office Park                             77,305            78,706
                                                  -----------       -----------
                                                      224,482           199,432
                                                  ===========       ===========


                                       7
<PAGE>

Assets:
    As Of:                                    March 31, 2001   December 31, 2000
                                              --------------   -----------------

    Leawood Fountain Plaza (24%)                 $   372,552         $   332,468
    Tower Industrial Building                      1,373,138           1,334,363
    Countryside Office Park                        2,300,124           2,284,328
    Northeast Commerce Center                      2,350,298           2,444,220
    NorthCreek Office Park                         6,018,778           6,001,023
                                                 -----------         -----------
                                                  12,414,890          12,396,402
                                                 ===========         ===========


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

                                                        Three Months Ended
                                                        ------------------
                                                      March 31,       March 31,
                                                        2001            2000
                                                        ----            ----

Revenues:
    Segments                                        $ 1,034,444     $   940,846
    Corporate and other                                   5,698           2,685
                                                    -----------     -----------
                                                      1,040,142         943,531
                                                    ===========     ===========


Operating Profit (Loss):
    Segments                                        $   161,341     $   114,528
    Corporate and other income                            5,698           2,685
    General and administrative expenses                 (31,842)        (35,799)
                                                    -----------     -----------
                                                        135,197          81,414
                                                    ===========     ===========


Depreciation and Amortization
    Segments                                        $   224,482     $   199,432
    Corporate and other                                     -0-             -0-
                                                    -----------     -----------
                                                        224,482         199,432
                                                    ===========     ===========


Assets:
    As of:                                    March 31, 2001   December 31, 2000
                                              --------------   -----------------

    Segments                                     $12,414,890         $12,396,402
    Corporate and other                            4,051,715           4,100,441
                                                 -----------         -----------
                                                  16,466,605          16,496,843
                                                 ===========         ===========



                                       8
<PAGE>

NOTE H:

On April 16,  2001,  the  combined  financial  statements  of the  parent of the
General  Partner  and other  affiliates  were  issued.  The  independent  public
accountant's  report  on such  statements  contained  an  explanatory  paragraph
relating to the ability of the combined  entity to continue as a going  concern.
The combined entities have experienced  losses in the periods presented and have
a net capital deficiency.  Certain entities in the combined financial statements
have not made debt payments when due and various lenders have placed $10,520,000
of debt in default. Certain entities also need to pay or refinance a significant
amount  of debt  coming  due in the next  twelve  months.  These  factors  raise
substantial  doubt about the ability of the  combined  entities,  including  the
General Partner, to continue as a going concern.

Management of the combined  entities has plans related to these  matters,  which
include obtaining additional loans from shareholders,  obtaining extensions from
lenders or refinancing  all debt through the completion of the  transaction.  In
addition, if necessary, management believes it could sell properties to generate
cash to pay  debt.  The  Partnership  does not  believe  that the  affect of the
ultimate  outcome of the  circumstances  surrounding the combined  entities will
have a  material  adverse  effect on its  results  of  operations  or  financial
position.

As discussed in Note E, Nooney  Income Fund Ltd. II, L.P. has a receivable  from
the General Partner for costs incurred in the anticipation of the transaction.


                                       9
<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,  2001,  is  $1,743,536,  an
increase of $75,711 when  compared to year end  December  31,  2000.  During the
quarter, net cash provided by operating  activities was $209,074.  Cash was used
for  payment  of capital  additions  in the  amount of $1,646  and  payments  on
mortgage notes payable of $33,000.  The Registrant expects cash flow and cash on
hand to fund the properties  anticipated capital  expenditures for the remainder
of 2001. The anticipated capital expenditures by property are as follows:

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

NorthCreek Office Park               $115,104         $ 26,500        $141,604
Tower Industrial Building                   0                0               0
Northeast Office Park                 556,806           44,624         601,430
Countryside Office Park                37,056           83,794         120,850
Leawood Fountain Plaza (24%)           62,207            7,608          69,815
                                     --------         --------        --------
                                     $771,173         $162,526        $933,699
                                     ========         ========        ========

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 exterior building painting.  At
Northeast  Commerce  Center,  other  capital has been  budgeted  for parking lot
overlay  and  striping,  as  well  as the  repainting  of  suite  entrances.  At
Countryside  Office Park,  other  capital has been  budgeted  for roof  repairs,
replacement of entryway  flooring,  and the  replacement  of two HVAC units.  At
Leawood   Fountain   Plaza,   other  capital  has  been  budgeted  for  skylight
replacement,   sidewalk  and  curb   replacement,   and  exterior  window  frame
replacement.

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.

As previously disclosed,  the Registrant felt that the market conditions existed
whereby  Countryside  Office  Park  should  be  sold.  Management  has  kept the
occupancy level consistent at 93% at March 31, 2001, from 92% at March 31, 2000.
The  Registrant,  in 2001 is  continuing  to  evaluate  sale and  other  options
regarding  the  property due to the  consistent  increased  occupancy  level and
improved market conditions in the surrounding areas.

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.

                                       10
<PAGE>



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

The results of operations for the Registrant's properties for the quarters ended
March  31,  2001 and 2000 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%)
                       -----------   --------   ------      ----     -----------

         2001
         ----

Revenues                $ 361,337  $  56,552  $ 154,831   $ 372,646  $  89,078
Expenses                  304,713     31,102    183,176     285,689     68,423
                        ---------  ---------  ---------   ---------  ---------

Net Income (Loss)       $  56,624  $  25,450    (28,345)  $  86,957  $  20,655
                        =========  =========  =========   =========  =========

         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
                        =========  =========  =========   =========  =========

Revenues at NorthCreek  Office Park decreased $5,493 when comparing  quarter end
March 31, 2001 to the first quarter  ended March 31, 2000.  This decrease can be
primarily  attributed to a decrease in the amount of  termination  fees received
when compared to that received in first  quarter 2000.  All other  revenues have
remained  consistent with that of prior year.  Expenses  increased from $296,609
for the quarter ended March 31, 2000 to $304,713 for the quarter ended March 31,
2001.  This  increase  of $8,104  is  primarily  attributable  to  increases  in
professional fees ($5,983) and real estate tax expense ($2,670). The increase in
professional  fees is  attributable  to  increased  tenant site plan service and
tenant based legal costs.

Revenues at Tower  Industrial  Building  increased  $5,768 for the quarter ended
March 31,  2001 when  compared  to the same period in 2000.  This  increase  was
primarily  due to  increases  in both base rental and real estate  reimbursement
revenues  based on increased  rental rates and a higher annual tax amount due at
the property.  Overall  expenses  remained  consistent  with an increase of only
$1,394 when comparing the two quarters.

Revenues at Northeast  Commerce Center were $154,831 for the quarter ended March
31, 2001 and $101,267 for the quarter  ended March 31,  2000.  This  increase in
revenue of $53,564 is due to the 27% increase in the  occupancy  level over that
reflected in 2000. Expenses for the quarters ending March 31, 2001 and March 31,
2000 were  $183,176  and  $163,608,  respectively.  The  increase of $19,568 can
primarily be attributable to increases in amortization and depreciation  expense
($23,548),  repairs  and  maintenance  related  expenses  ($4,282),  and utility
expense  ($3,427).  These  increases were partially  offset by decreases in real
estate tax expense ($2,879) and vacancy related expenses ($10,242). The decrease

                                       11
<PAGE>

in vacancy  expense is due to the costs of  rehabilitating  vacant space in 2000
(none thus far in 2001). The increased  amortization and depreciation expense is
primarily   attributable  to  the  addition  of  tenant   alteration  and  other
capitalized assets since March 31, 2000.

At Countryside  Office Park revenues were $372,646 and $338,198 for the quarters
ended  March 31,  2001 and  March 31,  2000,  respectively.  Revenues  increased
$34,448 primarily due to increases in base rental revenues ($20,857), escalation
revenue  ($11,230),  and real estate tax  reimbursement  revenue  ($1,952).  The
increase in base rent can be attributed  to a slightly  higher  occupancy  level
throughout the entire quarter of 2001 and increased  rental rates.  The increase
in escalation  revenue is directly  attributable to an increase in the projected
reimbursable  expenses,  as well as a larger amount of tenants  responsible  for
paying escalation with the new leases that commenced in 2000. Operating expenses
increased $11,562 when comparing the two quarters.  The expenses which increased
include, utilities ($8,526), and real estate tax ($14,021). These increases were
partially offset by decreases in general and  administrative  expenses ($3,139),
vacancy  related  expenses  ($5,353),  and   depreciation/amortization   expense
($1,400).  The increase in utility expense is primarily due to increased natural
gas rates in 2001.  The  increase in real estate tax expense is due to an appeal
fee paid in the first quarter of 2001 in the amount of $13,213.

At Leawood  Fountain  Plaza,  revenues  increased  $5,311 when comparing the two
three-month  periods,  primarily due to an increase in cancellation  fee revenue
received in 2001 as part of a mutual  agreement with a former tenant.  Operating
expenses  increased  $6,157 when  comparing  the two  periods.  The  increase in
expenses is mainly due to slight  increases  in  depreciation  and  amortization
expense and real estate tax  expense,  partially  offset by slight  decreases in
professional services and bad debt expense.

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

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

         Property                            2001          2000          1999
         --------                            ----          ----          ----

NorthCreek Office Park                         95%           96%          100%
Tower Industrial Building                     100%          100%          100%
Northeast Commerce Center                      76%           49%           50%
Countryside Office Park                        93%           92%           74%
Leawood Fountain Plaza (24%)                   87%           93%           98%

During the first quarter of 2001,  NorthCreek Office Park occupancy increased 4%
to 95%. Leasing activity at NorthCreek  Office Park consisted of two new tenants
signing  leases for 3,461 square feet,  two tenants  renewing their leases for a
total of 3,878 square feet and one tenant vacating 1,377 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.

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<PAGE>

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

At  Northeast  Commerce  Center,  occupancy  remained at 76% during the quarter.
There was no leasing  activity during this  three-month  reporting  period.  The
property has four major  tenants who occupy 23%,  16%, and two which each occupy
11% of the available space.  Their leases expire in 2003, 2005, and two in 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  remained  at 93% during the  quarter.
Leasing activity during the first quarter  consisted of one tenant occupying 665
square feet renewing  their lease.  There are two major  tenants at  Countryside
Office  Park who occupy 14% and 13% of the  available  space with  leases  which
expire in February 2005 and August 2002, respectively.

During the first quarter of 2001,  occupancy at Leawood Fountain Plaza decreased
2% to 87%. Leasing activity  consisted of two new tenants occupying 3,014 square
feet,  and one tenant  vacating  2,081 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 11% 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 2001
---------------------------------------

For the quarter  ended March 31,  2001,  consolidated  revenues  are  $1,040,142
compared to $943,531 for the quarter  ended March 31, 2000.  Revenues  increased
$96,611 primarily due to increases in base rental revenues ($51,824), escalation
revenues ($34,375),  real estate tax reimbursement  revenue ($5,260),  and other
miscellaneous  revenues  ($5,152).  The  increase in base rental and  escalation
revenue can  primarily be attributed  to increased  occupancy  levels and rental
rates at Northeast  Commerce  Center and Countryside  Office Park.  Consolidated
expenses  for the  quarters  ended  March  31,  2001 and 2000 are  $904,945  and
$862,117, respectively. This $42,828 increase in expenses is due to increases in
depreciation  and  amortization  expense  ($25,050),  real  estate  tax  expense
($15,390),  management fees ($5,616),  repairs and maintenance  related expenses
($13,903),   utility  expense  ($13,024),  payroll  ($4,471),  cleaning  expense
($2,564),  and insurance  ($5,308).  These  increases were  partially  offset by
decreases in interest expense ($3,527),  professional  services  ($6,229),  snow
removal  ($3,849),  and other  operating  expenses  ($28,893).  The  increase in
depreciation and amortization is primarily due to additional assets at Northeast
Commerce Center as mentioned in the property  comparisons.  The increase in real
estate tax is primarily  due to the appeal fee paid at  Countryside Office Park,

                                       13
<PAGE>

as also  mentioned  in the  property  comparisons.  The  increase in repairs and
maintenance  related expenses is primarily due to an increase in the heating and
ventilation  repairs at the  Registrant's  properties.  The  increase in utility
expense is  primarily  due to  increased  natural gas rates at the  Registrant's
properties. The decrease in other operating expenses can primarily be attributed
to  decreases  in vacancy  related  expenses at  Northeast  Commerce  Center and
Countryside Office Park and partnership related professional services.

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 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.

Inflation
---------

The effects of inflation  did not have a material  impact upon the  Registrant's
operation  in  fiscal  2000  and are  not  expected  to  materially  affect  the
Registrant's operation in 2001.

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


                                       14
<PAGE>


                                   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, 2001                 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

                                       15
<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)



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