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, 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, Suite 1000, St. Louis, MO                  63102-2449
----------------------------------------------         -------------------------
  (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
                                 --------------


                                                      Sept. 30,    December 31,
                                                         2000          1999
ASSETS:                                              (Unaudited)
                                                    ------------   ------------

     Cash and cash equivalents                      $  1,366,280   $  1,190,211
     Accounts receivable                                 256,553        257,599
     Prepaid expenses and deposits                        48,187         24,430
     Investment property, at cost:
         Land                                          2,618,857      2,618,857
         Buildings and Improvements                   14,310,259     13,997,112
                                                    ------------   ------------
                                                      16,929,116     16,615,969
         Less accumulated depreciation                (5,525,751)    (5,162,333)
                                                    ------------   ------------
                                                      11,403,365     11,453,636
     Investment property-held for sale                 2,842,363      2,860,890
                                                    ------------   ------------
                                                      14,245,728     14,314,526

     Prepaid and Deferred expenses - At
       amortized cost                                    341,654        321,834
                                                    ------------   ------------

                                                    $ 16,258,402   $ 16,108,600
                                                    ============   ============


LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses          $     74,713   $    174,137
     Accrued real estate taxes                           368,668        485,507
     Refundable tenant deposits                          272,245        250,231
     Mortgage note payable                             6,784,962      6,871,246
                                                    ------------   ------------

                                                       7,500,588      7,781,121

Partners' Equity                                       8,757,814      8,327,479
                                                    ------------   ------------

                                                    $ 16,258,402   $ 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)
                                   -----------

<TABLE>
<CAPTION>
                                                Three Months Ended        Nine Months Ended
                                              Sept.30,      Sept.30,    Sept.30,     Sept.30,
                                                2000          1999        2000         1999
                                             -----------  ------------ -----------  -----------

<S>                                          <C>          <C>          <C>          <C>
REVENUES:
     Rental and other income                 $   975,238  $   916,320  $ 3,025,010  $ 2,701,846
     Interest                                        697            0        3,145            0
                                             -----------  -----------  -----------  -----------

                                                 975,935      916,320    3,028,155    2,701,846
EXPENSES:
     Interest expense                            158,842      141,000      459,788      409,883
     Depreciation and amortization               209,353      186,863      610,961      549,293
     Real estate taxes                           131,495      120,291      389,232      551,738
     Property management fees paid to
         American Spectrum Midwest                57,646       53,838      179,802      160,079
     Reimbursement to American Spectrum
         Midwest for partnership management
         services and indirect expenses           10,000       10,000       30,000       30,000
     Repairs and maintenance                      51,344       49,043      152,143      199,093
     Professional services                        60,698       86,134      121,095      164,621
     Utilities                                    39,760       44,517      127,363      117,284
     Payroll                                      37,359       29,949      102,407       87,193
     Cleaning                                     38,970       36,051      113,964      104,231
     Insurance                                    18,644       13,509       49,067       50,958
     Landscaping expenses                         13,894       34,360       55,128       74,692
     Other operating expenses                     66,875       46,088      206,870      235,287
                                             -----------  -----------  -----------  -----------

                                                 894,880      851,643    2,597,820    2,734,352
                                             -----------  -----------  -----------  -----------

NET INCOME (LOSS)                            $    81,055  $    64,677  $   430,335  $   (32,506)
                                             ===========  ===========  ===========  ===========
NET INCOME (LOSS) PER LIMITED
     PARTNERSHIP UNIT                        $      4.17  $      3.33  $     22.16  $     (1.67)
                                             ===========  ===========  ===========  ===========

PARTNERS' EQUITY:
     Beginning of Period                     $ 8,676,759  $ 8,165,360  $ 8,327,479  $ 8,262,543
     Net Income (Loss)                            81,055       64,677      430,335      (32,506)
                                             -----------  -----------  -----------  -----------
     End of Period                           $ 8,757,814  $ 8,230,037  $ 8,757,814  $ 8,230,037
                                             ===========  ===========  ===========  ===========
</TABLE>




                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS


                                       -3-

<PAGE>



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

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

                            STATEMENTS OF CASH FLOWS
                            ------------------------

                                   (UNAUDITED)
                                   -----------


                                                          Nine Months Ended
                                                        Sept.30,      Sept.30,
                                                          2000          1999
                                                          ----          ----

CASH FLOWS FROM OPERATING ACTIVITIES
     Net Income (Loss)                                $   430,335   $   (32,506)
     Adjustments to reconcile net income  (loss) to
         net cash provided by operating activities:
             Depreciation and amortization                610,961       549,293

     Changes in assets and liabilities:
         Decrease in accounts receivable                    1,046         3,819
         Increase in prepaid expenses and deposits        (23,757)      (29,276)
         Increase in deferred assets                     (101,250)     (114,585)
         (Decrease) Increase in accounts payable          (99,424)       11,408
         (Decrease) Increase in accrued real
           estate taxes                                  (116,839)       17,942
         Increase in refundable tenant deposits            22,014        33,319
                                                      -----------   -----------

             Total Adjustments                            292,751       471,920
                                                      -----------   -----------

             Net cash provided by operating
               activities                                 723,086       439,414
                                                      -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
     Additions to investment property                    (460,733)     (424,667)
                                                      -----------   -----------


CASH FLOWS FROM FINANCING ACTIVITIES -
     Payments on mortgage notes payable                   (86,284)      (86,283)
                                                      -----------   -----------

         Net cash used in financing activities            (86,284)      (86,283)
                                                      -----------   -----------

NET INCREASE (DECREASE) IN CASH AND                       176,069       (71,536)
          CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, beginning of period          1,190,211     1,249,605
                                                      -----------   -----------

CASH AND CASH EQUIVALENTS, end of period              $ 1,366,280   $ 1,178,069
                                                      ===========   ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during year for
  interest                                            $   459,788   $   409,883
                                                      ===========   ===========



                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                       -4-

<PAGE>



                        NOONEY INCOME FUND LTD. II, L.P.
                        --------------------------------
                             (A LIMITED PARTNERSHIP)
                             -----------------------
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                     ---------------------------------------
             THREE AND NINE MONTHS ENDED SEPTEMBER 30, 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 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 cash flows at September 30, 2000 and for all periods  presented  have
been made.  The results of operations for the three and nine month periods ended
September 30, 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 and nine months ended
September 30, 2000 and 1999 was computed  based on 19,221  units,  the number of
units outstanding during the periods.

NOTE E:

CGS is  continuing  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.  The transaction is
subject to the approval of the limited  partners of the  Registrant and portions


                                       -5-

<PAGE>


of the other partnerships.  The Registrant has filed a Registration Statement on
Form S-4 relating to the solicitation of consents with the Security and Exchange
Commission.

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. The Partnership's  management  evaluates  performance of
each segment based on profit or loss from  operations,  including the allocation
of property write downs,  amortization  of straight line base rent,  general and
administrative expenses, unusual and extraordinary items, and interest.

                                  Three Months Ended        Nine Months Ended
                                     September 30,            September 30,
                                   2000        1999         2000         1999
                                   ----        ----         ----         ----
Revenues:
  Leawood Fountain Plaza (24%) $   87,018  $   82,516  $   257,690  $   251,201
  Tower Industrial                 53,941      51,421      159,695      152,322
  Countryside Office Park         355,416     288,900    1,157,253      826,502
  Northeast Commerce Center       103,814     108,512      321,861      328,749
  NorthCreek Office Park          366,328     366,013    1,105,944    1,107,888
                               ----------  ----------  -----------  -----------
                                  966,517     897,362    3,002,443    2,666,662
                               ==========  ==========  ===========  ===========

Operating Profit (Loss):
  Leawood Fountain Plaza (24%) $   24,297  $    7,103  $    65,112  $    35,200
  Tower Industrial                 24,109      22,833       67,699       69,231
  Countryside Office Park          88,536      38,247      345,083      (74,905)
  Northeast Commerce Center       (71,992)    (51,714)    (158,455)    (202,159)
  NorthCreek Office Park           42,220      81,887      193,190      183,441
                               ----------  ----------  -----------  -----------
                                  107,170      98,356      512,629       10,808
                               ==========  ==========  ===========  ===========

Capital Expenditures:
  Leawood Fountain Plaza (24%) $    2,484  $   11,149  $    35,846  $    17,709
  Tower Industrial                      0      41,850            0      192,748
  Countryside Office Park          24,443      75,321       68,111      129,793
  Northeast Commerce Center       263,988           0      281,966       47,725
  NorthCreek Office Park           22,803       3,985       74,810       36,692
                               ----------  ----------  -----------  -----------
                                  313,718     132,305      460,733      424,667
                               ==========  ==========  ===========  ===========



                                       -6-

<PAGE>


Depreciation and Amortization:
  Leawood Fountain Plaza (24%) $   15,602  $   24,628  $    45,802  $    71,382
  Tower Industrial                 10,286      11,905       33,148       33,155
  Countryside Office Park          44,749      33,142      130,676       95,831
  Northeast Commerce Center        60,385      65,966      166,881      194,127
  NorthCreek Office Park           78,331      89,652      234,454      269,967
                               ----------  ----------     --------  -----------
                                  209,353     225,293      610,961      664,462
                               ==========  ==========     ========  ===========

Assets:
  As of:                           September 30, 2000         December 31, 1999
                                   ------------------         -----------------

  Leawood Fountain Plaza (24%)            $   990,261               $   946,803
  Tower Industrial                          1,008,497                   985,935
  Countryside Office Park                   3,175,104                 3,126,218
  Northeast Commerce Center                 3,737,543                 3,512,653
  NorthCreek Office Park                    6,317,691                 6,410,529
                                            ---------                 ---------
                                           15,229,096                14,982,138
                                           ==========                ==========


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

                                Three Months Ended         Nine Months Ended
                                   September 30,             September 30,
                                 2000         1999         2000          1999
                                 ----         ----         ----          ----
Revenues:
  Segments                   $   966,517  $   897,362  $ 3,002,443  $ 2,666,662
  Corporate and other              9,418       18,958       25,712       35,184
                             -----------  -----------  -----------  -----------
                                 975,935      916,320    3,028,155    2,701,846
                             ===========  ===========  ===========  ===========


Operating Profit:
  Segments                   $   107,170  $    98,356  $   512,629  $    10,808
  Corporate and other income       9,418       18,958       25,712       34,884
  General and admin expenses     (35,533)      52,637     (108,006)      78,198
                             -----------  -----------  -----------  -----------
                                  81,055       64,677      430,335      (32,506)
                             ===========  ===========  ===========  ===========


Depreciation and Amortization
  Segments                   $   209,353  $   225,293  $   610,961  $   664,462
  Corporate and other                  0      (38,430)           0     (115,169)
                             -----------  -----------  -----------  -----------
                                 209,353      186,863      610,961      549,293
                             ===========  ===========  ===========  ===========


Assets:
  As of:                           September 30, 2000         December 31, 1999
                                   ------------------         -----------------

  Segments                                $15,229,096               $14,982,138
  Corporate and other                       1,029,306                 1,126,462
                                          -----------            --------------
                                           16,258,402                16,108,600
                                           ==========                ==========

                                       -7-

<PAGE>



NOTE H:

In December  1999,  the SEC  (Security  and  Exchange  Commission)  issued Staff
Accounting  Bulletin  No.  101  (SAB  101),  Revenue  Recognition  in  Financial
Statements,  which  summarizes  certain  of the SEC  staff's  views on  applying
generally  accepted  accounting  principles to revenue  recognition in financial
statements.  The Registrant  will adopt the accounting  provisions of SAB 101 in
the fourth quarter of 2000.  Management  believes that the implementation of SAB
101 will not have a significant effect on the Registrant's  financial  condition
or results of operations.

NOTE I:

The  partnership  stopped  making  distributions  in 1999  although  it had cash
available  for  distribution.  The  cash was  retained  in  anticipation  of the
consolidation transaction or liquidation of the fund as discussed in Note E.



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

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

Liquidity and Capital Resources
-------------------------------

Cash on hand as of September 30, 2000 is $1,366,280 an increase of $176,069 when
compared to the year end December 31, 1999.  During the nine month period ending
September 30, 2000, net cash provided by operating activities was $723,086. Cash
was used for  capital  and tenant  improvements  in the amount of  $460,733  and
payment on mortgage notes payable in the amount of $86,284. 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 2000. These anticipated capital expenditures by property are as
follows:
                                              Other        Leasing
                                              Capital      Capital       Total
                                              -------      -------       -----

NorthCreek Office Park                        $ 44,000     $ 37,924     $ 81,924
Tower Industrial Building                            0            0            0
Northeast Commerce Center                            0      169,557      169,557
Countryside Office Park                          6,305            0        6,305
Leawood Fountain Plaza (24%)                         0       24,901       24,901
                                              --------     --------     --------

                                              $ 50,305     $232,382     $282,687
                                              ========     ========     ========

Leasing  capital  at  the  Registrant's  properties  include  funds  for  tenant
alterations and lease  commissions for new and renewal leases.  Other capital at
NorthCreek Office Park is for parking lot resurfacing and at Countryside  Office
Park,  other  capital is reserved  for the  replacement  of common area  ceiling
tiles.  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 increased the
occupancy level to 93% at September 30, 2000 from 85% at September 30, 1999. The
Registrant is still evaluating the sale and other options regarding the property
based on the increased  occupancy level and the improving  market  conditions in
the surrounding areas.

                                       -8-

<PAGE>


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 their
properties to achieve its investment objectives.

                                       -9-

<PAGE>



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

The results of operations for the Registrant's properties for the quarters ended
September  30, 2000 and 1999 are  detailed in the schedule  below.  Revenues and
expenses of the Registrant are excluded.

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

2000
----
Revenues           $ 366,328   $  53,941   $ 103,814  $ 355,416     $  87,018
Expenses             324,108      29,832     175,806    266,880        62,721
                   ---------   ---------   ---------  ---------     ---------

Net Income (Loss)  $  42,220   $  24,109   $ (71,992) $ (88,536)    $  24,297
                   =========   =========   =========  =========     =========


1999
----
Revenues           $ 366,013   $  51,421   $ 108,512  $ 288,900     $  82,516
Expenses             284,126      28,588     160,226    250,653        75,413
                   ---------   ---------   ---------  ---------     ---------

Net Income (Loss)  $  81,887   $  22,833   $ (51,714) $  38,247     $   7,103
                   =========   =========   =========  =========     =========

At NorthCreek  Office Park net income for the three month period ended September
30,  2000 was  $42,220  compared  to net  income of  $81,887  in 1999.  Revenues
remained  consistent  with only a $315 increase when  comparing the two periods.
Expenses  increased  $39,982 when comparing the two quarters.  This increase can
primarily be  attributed  to increases in interest  expense  ($9,813),  bad debt
expense ($10,001), repairs and maintenance related expenses ($11,168), utilities
($3,041),   professional  services  ($11,589),   and  vacancy  related  expenses
($2,422).  These  increases were partially  offset by a decrease in depreciation
and amortization expense ($11,321). The increased interest expense is attributed
to the higher prime  interest rate than that of prior year.  The increase in bad
debt expense is due to a reserve set up for accounts receivable balances 90 days
and over in 2000 only. The increase in  professional  services can be attributed
to zoning and survey fees  ($13,642)  incurred in the third  quarter of 2000 and
not in prior year. The decrease in  depreciation  and  amortization is primarily
due to a property level entry posted in 2000 only to record contra- depreciation
for a previously recorded valuation  allowance.  Repairs and maintenance related
expenses  increased due to additional  air-conditioning  maintenance  and repair
services necessary in 2000.

Operating results at Tower Industrial  Building remained  relatively stable when
comparing  the three month  periods  ended  September 30, 2000 and September 30,
1999. The increase in net income of $1,276,  when comparing the two periods,  is
primarily  due to an  increase  in  revenues  ($2,520),  partially  offset by an
increase in expenses  ($1,244).  The  increase  in revenues is  attributable  to
increased base rental rates and the increased  expenses is due to an increase in
the annual real estate tax.

At  Northeast  Commerce  Center the net loss for the three  month  period  ended
September 30, 2000 was $(71,992)  compared to the net loss of $(51,714) in 1999.
Revenues were $103,814 and $108,512 for the three month periods ended  September
30,  2000 and 1999,  respectively.  The  decrease  in  revenues of $4,698 can be
attributed to a decrease in escalation  revenue based on reimbursable  expenses.
Expenses  increased  $15,580 when comparing the two  three-month  periods.  This
increase in expenses  can  primarily  be  attributed  to  increases  in interest
expense  ($4,996) and legal fees  ($15,802),  partially  offset by a decrease in
depreciation  and  amortization  expense  ($5,581).  The  additional  legal fees
incurred in 2000 can be attributable to new and renewal lease structuring.

                                      -10-

<PAGE>



At Countryside Office Park net income for the three month period ended September
30,  2000 was $88,536  compared  to the net income of $38,247 in 1999.  Revenues
increased  $66,516 when  comparing  the two periods.  The increase in revenue is
attributable  to an  increase  in base  rental  revenue  ($63,188)  due to an 8%
increase in the occupancy level and increased rental rates when compared to same
period last year.  Expenses  increased $16,227 when comparing the periods.  This
increase  in  expenses  can be  attributed  to  increases  in  interest  expense
($3,033),  amortization expense ($11,607),  bad debt expense ($5,397),  and real
estate tax  expense  ($10,228),  partially  offset by  decreases  in repairs and
maintenance  related  expenses  ($5,676) and utilities  ($8,434).  The increased
amortization  expense can be attributed to the tenant improvements  incurred due
to increasing  occupancy  since that of prior year.  The increase in real estate
tax is due to a higher  annual real estate tax amount due in 2000.  The decrease
in utilities is primarily due to electric expense,  which is directly related to
the increase in occupancy.

At  Leawood  Fountain  Plaza,  net  income  for the three  month  periods  ended
September 30, 2000 and 1999 was $24,297 and $7,103,  respectively,  resulting in
an increase of $17,194. Revenues increased $4,502 when comparing the two periods
due primarily to an increase in escalation revenue and interest income. Expenses
decreased  $12,692 due primarily to decreases in depreciation  and  amortization
($9,026), landscaping expense ($1,671), and contract cleaning services ($1,632).

The occupancy levels at September 30 are as follows:

                                       Occupancy Levels at September 30,
                                       ---------------------------------
PROPERTY                          2000               1999               1998
--------                          ----               ----               ----

NorthCreek Office Park             96%                99%                96%
Tower Industrial Building         100%               100%               100%
Northeast Commerce Center          65%                60%                94%
Countryside Office Park            93%                85%                75%
Leawood Fountain Plaza (24%)       89%                98%                95%

At  NorthCreek  Office  Park  occupancy  remained  consistent  at 96% during the
quarter.  Leasing  activity  consisted of three new tenants  signing  leases for
3,699 square feet,  one tenant signing a renewal lease who occupies 1,900 square
feet, and two tenants  vacating 3,065 square feet. The Office Park has one major
tenant with two leases that comprise  approximately  26% and 7% of the available
space. These two leases expire December 2003.

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

At Northeast Commerce Center,  occupancy  remained  consistent at 65% during the
quarter.  There was no leasing  activity during the third quarter.  The property
has three major tenants who occupy 23%, 11% and 16% of the available  space with
leases that expire September 2003, December 2006, and August 2005, respectively.
The Registrant is working with a Cincinnati brokerage firm to handle the leasing
of the remaining space at the property.

                                      -11-

<PAGE>



Occupancy at Countryside  Office Park increased from 91% to 93% during the third
quarter 2000.  Leasing  activity during the quarter  consisted of the Registrant
signing two new leases  totaling 2,161 square feet, and one tenant  vacating 937
square feet.  The  property has two major  tenants who occupy 14% and 13% of the
available  space  with  leases  which  expire  February  2005 and  August  2002,
respectively.

During the third quarter of 2000 occupancy at Leawood  Fountain Plaza  decreased
9%, to 89% during the  quarter.  Leasing  activity  consisted  of one new tenant
signing a lease for 1,654 square feet, the Registrant  renewing three leases for
4,926 square feet,  and five tenants  vacating the property with square  footage
totaling 9,526 square feet. The property has two major tenants occupying 14% and
10% of the available space on leases which expire in October 2001 and July 2004,
respectively.

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  estimated  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  judgement is necessary to estimate fair value.  Accordingly,  actual
results could vary significantly from such estimates.

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

For the  three-month  periods ended  September  30, 2000 and 1999,  consolidated
revenues  were  $975,935  and  $916,320,  respectively.   Consolidated  revenues
increased $59,615 when comparing the periods, primarily due to increases in base
in base rental revenue at Countryside  Office Park, as mentioned in the property
comparisons.  For the  nine-month  periods  ended  September  30, 2000 and 1999,
consolidated  revenues  were  $3,028,155  and  $2,701,846,   respectively.  This
increase  of $326,309  is due  primarily  to  increases  in base rental  revenue
($213,254) and real estate tax reimbursement revenue ($105,522). The increase in
base rental  revenue can be  attributed  to higher  occupancy  levels and rental
rates at three of the Registrant's  properties.  The increase in real estate tax
revenue is due to amounts recaptured from tenants at Countryside Office Park for
the appeal fees paid in 1999.

Consolidated  expenses for the three-month  periods ended September 30, 2000 and
1999 were  $894,880  and  $851,643  respectively.  The  increase  of $43,237 can
primarily be attributed to increases in interest expense ($17,842), depreciation
and  amortization   expense  ($22,490),   real  estate  tax  expense  ($11,204),
management fees ($3,808),  repairs and maintenance  related  expenses  ($2,301),
payroll expense ($7,410),  cleaning expense ($2,919),  insurance  ($5,135),  and
various other  operating  expenses  ($20,787).  These  increases  were partially
offset  by  decreases  in  professional  services  ($25,436),   utility  expense
($4,757), and landscaping expense ($20,466). The increased interest expense is a
direct  result of the higher  interest  rates for the third  quarter  2000.  The
overall increase in depreciation  and  amortization is due to additional  assets
added since the prior year  reporting  period.  The  increase in real estate tax
expense  is  primarily  due to the  additional  annual  tax at  Countryside,  as
addressed in the property  comparisons.  The increase in other operating expense
is primarily due to the  recording of an allowance  for all accounts  receivable
balances  90  days  and  over in the  third  quarter  2000  at the  Registrant's
properties.  The decrease in professional  services is primarily due to property
appraisals performed in 1999 only. The decrease reflected in landscaping expense
is due to  less  exterior  improvement  costs  incurred  in  2000.  Consolidated
expenses  for the  nine-month  periods  ended  September  30, 2000 and 1999 were
$2,597,820  and  $2,734,352,  respectively.  The  decrease  of  $136,532  can be

                                      -12-

<PAGE>



to  decreases  in real estate tax expense  ($162,506),  repairs and  maintenance
related expenses ($46,950), professional services ($43,526), insurance ($1,891),
landscaping  expense ($19,564),  and various other operating expenses ($28,417),
partially  offset by increases in interest expense  ($49,905),  depreciation and
amortization ($61,668),  management fees ($19,723),  utility expenses ($10,079),
payroll expense ($15,214),  and cleaning expense ($9,733).  The decrease in real
estate tax  expense is due to appeal  fees paid for  Countryside  Office Park in
1999 only (that cost was partially  passed along to the tenants and  contributes
to the  increase  in real  estate tax  revenue,  as  mentioned  previously.  The
decrease in repairs and  maintenance  expense is primarily due to a lower amount
of  electrical  repairs and  upgrades,  as well as general  building  repairs at
Countryside Office Park and NorthCreek Office Park. The decrease in professional
services  and  landscaping,  as well as the  increase  in  interest  expense and
depreciation  and  amortization  have  been  previously  addressed  above in the
three-month consolidated comparisons. The decrease in other operating expense is
primarily due to a higher year-to-date bad debt expense balance than prior year.

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

For the three month  periods  ended  September  30, 1999 and 1998,  consolidated
revenues  were  $916,320  and  $892,677,  respectively.   Consolidated  revenues
increased  $23,643  when  comparing  the periods.  This  increase in revenues is
primarily  due to an increase in  escalation  revenue  ($12,240),  miscellaneous
revenues  ($2,578),  and a decrease in the amount of receivables  written off to
bad debt expense once considered uncollectible in 1999 ($19,409). These positive
income  results  were  partially  offset by a decrease  in base  rental  revenue
($11,264).  The decrease in base rental  revenues is primarily  due to the lower
occupancy levels and related revenues at Northeast  Commerce Center.  All of the
other Registrant's properties reflected positive base rental revenue results for
the three month period  ending  September  30,  1999.  For the nine month period
ended  September 30, 1999 and 1998,  consolidated  revenues were  $2,701,846 and
$2,667,034,  respectively.  Consolidated  revenues  for the  nine  month  period
increased  $34,812  when  compared to prior year.  This  increase in revenues is
primarily  due  to  increases  in  escalation   ($55,526)  at  the  Registrant's
properties,  in addition to a prior year tax refund for Countryside  Office Park
received  during second quarter 1999  ($19,545).  These increases in income were
partially  offset by a decrease in base rental  revenue  ($32,689)  at Northeast
Commerce Center,  as mentioned  above, and an increase in uncollectible  charges
written off to bad debt  ($19,705).  The increase in  escalation  revenue can be
attributed to higher reimbursable expenses.

Consolidated  expenses for the three month periods ended  September 30, 1999 and
1998 were $851,643 and $851,429, respectively. Although overall expenses reflect
only a $214 increase,  the following  fluctuations should be noted: increases in
professional   services  ($59,064),   utilities   ($2,367),   payroll  ($3,359),
landscaping  ($11,333),  and other operating expenses ($14,031),  were partially
offset  by  decreases  in  interest  ($8,553),   depreciation  and  amortization
($2,552),  real estate tax expense  ($30,804),  repairs and maintenance  related
expenses  ($40,081),  cleaning ($4,820),  and insurance  ($3,798).  Professional
services increased for the three month period due to appraisals performed at all
of the  Registrant's  properties  and  partnership  legal fees.  The increase in
landscaping  can be attributed to exterior  improvements  at Countryside  Office
Park.  The increase in other  operating  expenses is primarily due to the common
area  improvements  at  Countryside.  The decrease in real estate tax expense is
primarily  due to the lower  annual tax at  Countryside.  The lower  repairs and
maintenance related expenses are as a result of decreased heating,  ventilation,
and air-conditioning  repairs and replacements at both Northeast Commerce Center
and  Countryside  Office Park.  Consolidated  expenses for the nine month period
ended September 30, 1999 and 1998 were $2,734,352 and $2,539,500,  respectively.
Consolidated  expenses  increased $194,852 when comparing the nine month periods
due to increases in real estate tax expense ($93,155), management fees ($2,250),
professional   services  ($92,724),   utilities  ($2,892),   payroll  ($13,881),
landscaping  ($4,630),  and other operating expenses ($59,030).  These increases
were  partially  offset by decreases  in interest  ($34,196),  depreciation  and

                                      -13-

<PAGE>



amortization  ($18,866),  and cleaning expense  ($19,590).  The increase in real
estate tax expense can be attributed to a tax appeal fee payment at  Countryside
Office  Park in second  quarter  1999  resulting  in  previously  addressed  tax
savings.  The increase in payroll can  primarily  be  attributed  to  additional
temporary  office  staff during  first and second  quarter  1999 at  Countryside
Office Park and NorthCreek Office Park. The increase in other operating expenses
can  primarily be  attributed  to increases in snow removal at the  Registrant's
properties and vacancy expenses at Northeast  Commerce  Center.  The decrease in
interest expenses is due to declining  principal  balances and outstanding debt.
The  decrease  in  depreciation  and  amortization  can be  attributed  to fully
depreciated and amortized  assets.  The cleaning  expense decrease is due to the
lower occupancy level at Northeast Commerce Center. The increase in professional
fees has been addressed above in the three month period comparisons.

Inflation
---------

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


PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

     (a) Exhibits

              See Exhibit Index

     (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 14, 2000         By:      Nooney Income Investments Two, Inc.
      ------------------                  General Partner

                                 By: /s/ Gregory J. Nooney, Jr.
                                 ----------------------------------------
                                         Gregory J. Nooney, Jr.
                                         Vice Chairman

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



                                      -14-

<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
                             13-a1 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)

                                      -15-