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, 1997             
                             ---------------------------------------------------

                                       OR

_____   TRANSITION  REPORT  PURSUANT TO  SECTION 13 OR 15(d)  OF THE  SECURITIES
        EXCHANGE ACT OF 1934

For the transition period from _____________________ to ________________________


                        Commission file number   0-14360
                                               ------------

                        NOONEY INCOME FUND LTD. II, L.P
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

        Missouri                                                43-1357693
-------------------------------                           ----------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                             Identification No.)

7701 Forsyth Boulevard, St. Louis, Missouri                       63105
-------------------------------------------               ----------------------
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code      (314)863-7700
                                                   -----------------------------

--------------------------------------------------------------------------------

Former name, former address and former fiscal year, if changed since last report

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes __X__ No _____.

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDING DURING THE PRECEDING FIVE YEARS:
Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required to be filed by  Sections  12,13,  or 15 (d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes _____ No _____

APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding
of each of the issuer's  classes of common stock,  as of the latest  practicable
date _____.


<PAGE>



PART I
ITEM 1 - Financial Statements:


                        NOONEY INCOME FUND LTD. II, L.P.

                             (A LIMITED PARTNERSHIP)

                                 BALANCE SHEETS


                                            September 30,   December 31,
                                                1997            1996   
                                            (Unaudited)
ASSETS:                                     ------------    ------------

    Cash and cash equivalents               $  1,261,244    $  1,323,026
    Accounts receivable                          167,681         219,655
    Investment property, at cost:
        Land                                   2,618,857       2,618,857
        Buildings and Improvements            13,413,629      13,405,976
                                            ------------    ------------
                                              16,032,486      16,024,833
        Less accumulated depreciation         (4,062,051)     (3,710,204)
                                            ------------    ------------
                                              11,970,435      12,314,629
    Investment property-held for sale          2,544,777       2,483,469
                                            ------------    ------------
                                              14,515,212      14,798,098

    Prepaid and Deferred expenses -
     At amortized cost                           180,826         132,327
                                            ------------    ------------

                                            $ 16,124,963    $ 16,473,106
                                            ============    ============

LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
    Accounts payable and accrued expenses   $     54,110    $    103,331
    Accrued real estate taxes                    439,133         582,482
    Refundable tenant deposits                   135,428         125,026
    Mortgage note payable                      7,119,899       7,190,000
                                            ------------    ------------

                                               7,748,570       8,000,839

Partners' Equity                               8,376,393       8,472,267
                                            ------------    ------------

                                            $ 16,124,963    $ 16,473,106
                                            ============    ============


                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS


                                       -2-


<PAGE>

<TABLE>

                            NOONEY INCOME FUND LTD. II, L.P.

                                 (A LIMITED PARTNERSHIP)

                      STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY

                                       (UNAUDITED)
<CAPTION>
                                       Three Months Ended        Nine Months Ended
                                     Sept. 30,    Sept. 30,    Sept. 30,    Sept. 30,
                                        1997         1996         1997         1996
                                    -----------  -----------  -----------  -----------
<S>                                 <C>          <C>          <C>          <C>
REVENUES:
    Rental and other income         $   817,791  $   868,048  $ 2,589,785  $ 2,518,001
    Interest                                585          695        1,509        7,120
                                    -----------  -----------  -----------  -----------

                                        818,376      868,743    2,591,294    2,525,121
EXPENSES:
    Interest expense                    151,324      151,729      446,064      463,758
    Depreciation and amortization       118,812      169,173      495,035      485,815
    Real estate taxes                   168,892      108,877      441,708      446,254
    Property management fees paid to
        Nooney Krombach Company          49,261       52,710      156,839      159,224
    Reimbursement to Nooney Krombach
        Company for partnership
         management services and
         indirect expenses               10,000       10,000       30,000       22,500
    Repairs and maintenance              59,632       50,549      146,108      141,849
    Professional services                27,892       10,617      150,031      115,236
    Utilities                            35,019       39,112      104,578      114,395
    Payroll                              23,302       26,035       74,771       76,490
    Cleaning                             34,800       38,741      114,015      120,322
    Insurance                            15,768       16,073       47,294       45,065
    Parking lot/landscaping expenses     36,253       52,286       77,814       93,283
    Other operating expenses             40,753      168,387      147,943      323,210
                                    -----------  -----------  -----------  -----------

                                        771,708      894,289    2,432,200    2,607,401
                                    -----------  -----------  -----------  -----------

NET INCOME (LOSS)                   $    46,668  $   (25,546) $   159,094  $   (82,280)
                                    ===========  ===========  ===========  ===========
NET INCOME(LOSS) PER LIMITED
    PARTNERSHIP UNIT                $      2.40  $     (1.32) $      8.19  $     (4.25)
                                    ===========  ===========  ===========  ===========

PARTNERS' EQUITY:
    Beginning of Period             $ 8,457,209  $ 8,586,908  $ 8,472,267  $ 8,643,642
    Net Income (Loss)                    46,668      (25,546)     159,094      (82,280)
    Cash Distribution to Partners      (127,484)           0     (254,968)           0
                                    -----------  -----------  -----------  -----------

    End of Period                   $ 8,376,393  $ 8,561,362  $ 8,376,393  $ 8,561,362
                                    ===========  ===========  ===========  ===========
</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,
                                                         1997         1996
                                                     -----------  -----------

CASH FLOWS FROM OPERATING ACTIVITIES
    Net Income (Loss)                                $   159,094  $   (82,280)
    Adjustments to reconcile net income (loss) to
       net cash provided by operating activities:
          Depreciation and amortization                  495,035      485,815
          Real estate tax deposits received                    0      337,685

    Changes in assets and liabilities:
        Decrease in accounts receivable                   51,974      224,237
        Increase in prepaid and deferred expenses        (95,474)    (180,345)
        Decrease in accounts payable                     (49,221)    (198,211)
        Decrease in accrued real estate taxes           (143,349)    (160,533)
        Increase in refundable tenant deposits            10,402       18,494
                                                     -----------  -----------

          Total Adjustments                              269,367      527,142
                                                     -----------  -----------

          Net cash provided by operating activities      428,461      444,862
                                                     -----------  -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
    Additions to investment property                    (165,174)    (338,782)
                                                     -----------  -----------


CASH FLOWS FROM FINANCING ACTIVITIES -
    Cash distributions to partners                      (254,968)           0
    Payments on mortgage notes payable                   (70,101)           0
                                                     -----------  -----------

        Net cash used in financing activities           (325,069)           0
                                                     -----------  -----------

NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS                                     (61,782)     106,080

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

CASH AND CASH EQUIVALENTS, end of period             $ 1,261,244  $ 1,198,239
                                                     ===========  ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during year for interest     $   446,064  $   463,758
                                                     ===========  ===========


                 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, 1997 AND 1996


NOTE A:

Refer to the Registrant's  financial  statements for the year ended December 31,
1996, which are contained in the Registrant's  Annual Report on Form 10-K, for a
description of the accounting policies which have been continued without change.
Also, refer to the footnotes to those  statements for additional  details of the
Registrant's  financial  condition.  The details in those notes have not changed
except as a result of normal transactions in the interim or as noted below.

NOTE B:

The financial statements include only those assets, liabilities,  and results of
operations  of the partners  which relate to the business of Nooney  Income Fund
Ltd. II, L.P. The  statements do not include  assets,  liabilities,  revenues or
expenses attributable to the partners' individual  activities.  No provision has
been  made for  federal  and  state  income  taxes  since  these  taxes  are the
responsibility  of the  individual  partners.  In  the  opinion  of the  general
partners,  all  adjustments  (which include only normal  recurring  adjustments)
necessary to present  fairly the financial  position,  results of operations and
changes  in  financial  position  at  September  30,  1997  and for all  periods
presented have been made. The results of operations for the three and nine month
periods ended September 30, 1997, are not necessarily  indicative of the results
which may be expected for the entire year.

NOTE C:

The  Registrant's   properties  are  managed  by  Nooney  Krombach  Company,   a
wholly-owned  subsidiary of Nooney Company.  Certain individual general partners
and a corporate  general partner of the Registrant are officers and directors of
Nooney Company. Nooney Income Investments Two, Inc., a general partner, is a 75%
owned subsidiary of Nooney Company.

NOTE D:

The  earnings per limited  partnership  unit for the three and nine months ended
September 30, 1997 and 1996 was computed  based on 19,221  units,  the number of
units outstanding during the periods.

NOTE E:

On November  6, 1997,  Nooney  Company  sold its 75%  interest in Nooney  Income
Investments Two, Inc., to S-P Properties, Inc., a California corporation,  which
in turn is a wholly-owned  subsidiary of CGS Real Estate Company,  Inc., a Texas
corporation. CGS Real Estate Company, Inc. also purchased the entire real estate
management  business  operated by Nooney Krombach  Company.  Following the sale,
control of the Registrant now rests with CGS Real Estate Company, Inc.


                                       -5-


<PAGE>



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, 1997 is  $1,261,244 a decrease of $61,782 when
compared  to the  year  end  December  31,  1996.  The  decrease  in cash can be
attributable  to the  Registrant  making two cash  distributions  to partners of
$6.25 per unit each,  payments on mortgage  notes payable  ($70,101) and capital
improvements  to the properties of $165,174.  Based on the current cash balances
and the  properties'  ability to provide  operating  cash flow,  the  Registrant
expects  the  properties  to  fund  anticipated  capital  expenditures  for  the
remainder of 1997. These anticipated capital  expenditures by  property  are  as
follows:

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

NorthCreek Office Park                 $ 11,250   $ 33,512   $ 44,762
Tower Industrial Building                   -0-        -0-        -0-
Northeast Commerce Center                   -0-     50,317     50,317
Countryside Executive Center             15,421    331,001    346,422
Leawood Fountain Plaza (24%)              1,440     26,729     28,169
                                       --------   --------   --------
                                       $ 28,111   $441,559   $469,670
                                       ========   ========   ========


Leasing  capital  at  the  Registrant's  properties  include  funds  for  tenant
alterations  and lease  commissions  for new and renewal  leases.  Other capital
expenditures at NorthCreek  Office Park are for new restroom counter tops. Other
capital  at  Countryside  Executive  Center is for repair  and  painting  of the
building siding and other capital at Leawood  Fountain Plaza is for sidewalk and
curb replacement.

As previously  discussed,  the Registrant feels that the market conditions exist
whereby  Countryside  Executive  Center should be sold due to the extremely high
real estate taxes and ongoing capital  expenditures that will be required at the
property.  The  Registrant  continues to work with the local  brokerage  firm to
increase  occupancy  prior to actively  marketing  the  property  for sale.  The
Registrant  has reviewed the valuation of the property and does not believe that
Countryside  Executive  Center needs to incur additional write downs even though
occupancy has dropped  during 1997.  The  appraised  value of the property as of
December  1996  using  a sale  comparison  approach  and  income  capitalization
approach were both higher than the book value of Countryside Executive Center at
December 31, 1996 and September 30, 1997. The  Registrant  will keep you updated
on its decisions and progress in selling the property in upcoming quarters.


                                       -6-


<PAGE>



Results of Operations by Property

The results of operations for the Registrant's properties for the quarters ended
September  30, 1997 and 1996 are  detailed in the schedule  below.  Revenues and
expenses of the Registrant are excluded.

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

Revenues            $ 344,538   $  50,929   $ 175,346    $ 178,449    $  71,804
Expenses              302,749      27,954     175,861      243,115       67,531
                    ---------   ---------   ---------    ---------    ---------

Net Income (Loss)   $  41,789   $  22,975   $    (515)   $ (64,666)   $   4,273
                    =========   =========   =========    =========    =========

1996
----

Revenues            $ 350,526   $  49,215   $ 162,109    $ 251,939    $  64,698
Expenses              297,160      25,430     188,389      306,025       67,870
                    ---------   ---------   ---------    ---------    ---------

Net Income (Loss)   $  53,366   $  23,785   $ (26,280) $   (54,086)   $  (3,172)
                    =========   =========   =========    =========    =========

At Leawood  Fountain Plaza and Tower  Industrial the quarter ending results from
September 30, 1997 when compared to 1996 remained relatively stable.

At NorthCreek  Office Park revenues  decreased by approximately  $6,000 due to a
decrease in base rental income partially offset by an increase in the escalation
income.  Overall  expenses  increased  slightly for the quarter  ended 1997 when
compared to the same period in the prior year.  The increase in expenses was due
to  an  increase  in  depreciation  ($13,211)  and  professional  services-legal
($5,129), partially offset by a decrease in amortization ($4,089) and a decrease
in parking lot repairs ($14,579).

At  Northeast   Commerce  Center  revenues  increased  due  to  an  increase  in
miscellaneous  income and escalation  income.  Operating expenses decreased when
comparing the quarter  ended  September 30, 1997 to the same period in the prior
year.  Decreases in expenses were noted in parking lot repairs  ($14,131),  real
estate taxes ($9,679),  and vacancy  expenses  ($4,418),  partially offset by an
increase in depreciation ($11,261).

At Countryside  Executive  Center revenues  decreased  significantly  due to the
decrease in occupancy  when  comparing  quarter ended  September 30, 1997 to the
prior  year.  Decreases  were  noted  in  rental  income  ($68,081)  as  well as
escalation  income  ($4,821),  partially  offset by an increase in miscellaneous
income   ($13,458).   Expenses  at  Countryside   Executive   Center   decreased
approximately $63,000 when comparing the quarter ended September 30, 1997 to the
similar  period of the prior year.  The main decrease in expenses was due to the
fact that in 1996 the  Registrant  paid a real  estate  tax appeal fee to a real
estate tax  consultant  in the amount of $130,267.  This type of fee only occurs
once every three years at the  tri-annual  reassessment  of the  property.  This
decrease in other  expenses was  partially  offset by an increase in real estate
taxes ($69,897) and parking lot repairs ($13,150).




The occupancy levels at September 30 are as follows:

                                       -7-

<PAGE>



                                       Occupancy Levels at September 30,
                                       ---------------------------------
PROPERTY                              1997           1996            1995
--------                              ----           ----            ----

NorthCreek Office Park                 92%            98%             94%
Tower Industrial Building             100%           100%            100%
Northeast Commerce Center              94%            87%             56%
Countryside Executive Center           49%            74%             70%
Leawood Fountain Plaza (24%)           87%            90%             96%

At NorthCreek Office Park occupancy decreased during the quarter to 92%. Leasing
activity consisted of four new tenants signing leases for 8,901 square feet, six
tenants  signing  renewal  leases who occupy  5,179  square feet and six tenants
vacating  their spaces who occupied  13,386 square feet. The Office Park has one
major tenant with two leases that  comprise  approximately  36% of the available
space. These two leases expire December 1998 and December 2003, respectively.

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

At Northeast  Commerce Center,  leasing activity during the quarter consisted of
one tenant  expanding  their space  taking on an  additional  6,222 square feet,
resulting in occupancy at the quarter's end improving to 94%.

At Countryside  Executive Center,  occupancy decreased from 52% at the beginning
of the quarter to 49% at the end of the  quarter.  Leasing  activity  during the
quarter  consisted of one tenant renewing its lease in 1,420 square feet and two
tenants  vacating their space who occupied 2,477 square feet. There are no major
tenants who occupy more than 10% of the available space. In December 1997, a new
tenant signed a lease for 12,022 square feet, which comprises  approximately 13%
of the available space.

During the third quarter of 1997 occupancy at Leawood  Fountain Plaza  decreased
from 90% at the  beginning of the quarter to 87% at the quarter's  end.  Leasing
activity during the quarter consisted of eight tenants renewing their leases for
12,296 square feet and two tenants  vacating  their leases which  occupied 2,644
square feet. The property has two major tenants who occupy approximately 10% and
11% of the available  space with leases which expire in July 1999 and July 1998,
respectively.

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

Results of Consolidated Operations 1997

For the quarter ended  September  30, 1997 and September 30, 1996,  consolidated
revenues  were  $818,376  and  $868,743,  respectively.   Consolidated  revenues
decreased  $50,367 when comparing  quarter ended  September 30, 1997 to the same
period in the prior  year.  This  decrease  in  revenues is due to a decrease in
rental income ($68,081) at Countryside Executive Center as previously discussed.


For the nine month  period  ended  September  30,  1997 and  September  30, 1996
consolidated revenues were $2,591,294 and $2,525,121, respectively. Consolidated
revenues for the nine months ended  September  30, 1997  increased  $66,171 when
compared to the prior year.  This increase in revenues for the nine month period
ended is due primarily to the major tenant at Countryside  who occupied space on
a holdover lease paying double rent from January through June 30 of 1997.   This


                                       -8-


<PAGE>



tenant paid $177,700  during 1997 compared to $126,686 for the nine months ended
September 30, 1996.

Consolidated  expenses  for the  three  months  ended  September  30,  1997  and
September  30,  1996 were  $771,708  and  $894,289,  respectively.  Consolidated
expenses  decreased $122,581 when comparing the quarter ended September 30, 1997
to the same period in the prior year.  The decrease in expenses  occurred due to
decreases in depreciation and amortization  ($50,361),  parking  lot/landscaping
expenses ($16,033), and other operating expenses ($127,634), partially offset by
increases in real estate taxes ($60,015) and professional services ($17,221).

Consolidated expenses for the nine months ended September 30, 1997 and September
30, 1996 were $2,433,200 and  $2,607,401,  respectively.  Consolidated  expenses
decreased  $175,201 when  comparing the nine months ended  September 30, 1997 to
the similar period of the prior year. The decrease in consolidated  expenses was
due to a decrease in interest expense  ($17,694),  utilities  ($9,817),  parking
lot/landscaping  expenses  ($15,471),  and other operating expenses  ($174,796),
partially offset by an increase in professional services ($34,794). The decrease
in other  operating  expenses  is due to the fact that in 1996 a real estate tax
consultant's fee was paid for an appeal of the real estate taxes.  This fee only
occurs once every  three years at the  tri-annual  assessment.  The  decrease in
interest  expense  is due to the  paydown  of the debt  during  the year.  Other
operating  expenses  decreased  primarily  due  to  the  1996  real  estate  tax
consultant  fee of  $130,267  discussed  above and a decrease  of  ($25,000)  in
vacancy  related  expenses  because in 1996  there was a larger  volume of costs
incurred to ready vacant units for leasing.

Results of Consolidated Operations 1996

For the quarter  ended  September  30, 1996  consolidated  revenues are $868,743
compared to $439,781 for the quarter  ended  September  30,  1995.  For the nine
month  period  ended  September  30,  1996 and 1995  consolidated  revenues  are
$2,525,121  and   $1,340,568,   respectively.   The   significant   increase  in
consolidated  revenues  is a direct  result  of the  purchase  of the  undivided
interest in NorthCreek Office Park (55%), Countryside Executive Center (50%) and
Northeast  Commerce  Center  (55%).  When  comparing  operating  results for the
quarter ended  September  30, 1996 to 1995 as if the purchase of the  additional
undivided  interest in the properties  occurred December 31, 1994,  consolidated
revenues are $868,743 and $790,289,  respectively. The increase in revenues when
comparing similar ownership percentages for the quarter ended September 30, 1996
to 1995 can be primarily  attributed  to increases in rental  income and expense
recovery income at both Northeast Commerce Center and NorthCreek Office Park. At
Northeast Commerce Center, the increase in rental income can be attributed to an
increase in occupancy  throughout 1996. At NorthCreek  Office Park, the increase
in rental income is attributable to the Registrant's  ability to increase rental
rates through lease  renewals and new tenant  move-ins.  The increase in expense
recovery  income  relates  to  increases  in  expenses  from  1994 to  1995,  as
recoverable  expenses increase from year to year for the periods ended September
30,  1996  and  1995,  consolidated  revenues  are  $2,525,121  and  $2,473,557,
respectively. The increase in revenues for the nine month period ended September
30, 1996 when compared to 1995 is $117,736.  The increase in revenues relates to
increases in rental income and expenses  recovery  income at Northeast  Commerce
Center and  NorthCreek  Office Park.  The  increases  can be  attributed  to the


                                       -9-


<PAGE>



reasons  previously noted. Along with the increases in rental income and expense
recovery  income,  the  Registrant  received a real estate tax refund during the
second quarter of 1996 relating to Countryside Executive Center.  Offsetting the
revenue increase was an increase in rent concessions.

As of September  30, 1996 and 1995  consolidated  expenses for the quarter ended
are $894,289 and  $384,479.  For the nine month period ended  September 30, 1996
and 1995 consolidated expenses are $2,607,401 and $1,191,688,  respectively. The
increase  in  consolidated  expenses is a direct  result of the  purchase of the
undivided interest in NorthCreek Office Park (55%), Countryside Executive Center
(50%) and Northeast Commerce Center (55%). When comparing  operating results for
the  quarter  ended  September  30,  1996  to  1995  as if the  purchase  of the
additional  undivided  interest in the  properties  occurred  December 31, 1994,
consolidated expenses are $894,289 and $809,709,  respectively.  The increase in
expenses when comparing  similar  ownership  percentages can be attributed to an
increase  in interest  expense  offset by a decrease  in  depreciation  expense.
Interest  expense  increased  $151,729  due  to  the  first  mortgage  debt  the
Registrant  assumed through the purchase of the undivided interest in NorthCreek
Office Park (55%),  Countryside  Executive  Center (50%) and Northeast  Commerce
Center (55%). The decrease in depreciation expenses of $42,975 can be attributed
to  Countryside  Executive  Center and the  reclassification  of the property to
property  held for sale.  With the  reclassification  of the property  effective
December 31, 1995, under generally accepted accounting principles, the asset can
no longer be  depreciated,  but instead is stated at its net  realizable  value.
When comparing  operating  results for the nine month period ended September 30,
1996 to 1995 as if the  purchase  of the  additional  undivided  interest in the
properties occurred December 31, 1995,  consolidated expenses are $2,607,401 and
$2,281,544,  respectively. The increase in expenses for the nine month period is
also  attributable to an increase in interest expense of $463,758 and a decrease
in deprecation expenses of $119,918.

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

           None

    (b) Reports on Form 8-K

           On July 3,  1997,  the  Registrant  filed a report  on Form 8-K which
           reported an Item 5, Other Events.

           On September  30,  1997,  the  Registrant  filed a report on Form 8-K
           which reported an Item 5, Other Events.

           On November 14, 1997, the Registrant filed a report on Form 8-K which
           reported an Item 1, Changes in Control of Registrant.


                                      -10-


<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.

Dated: November 14, 1997                Nooney Income Investments Two, Inc.
      ------------------



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


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


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