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                   June 30, 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 ___

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


                                                     June 30,
                                                       2001         December 31,
ASSETS:                                            (Unaudited)          2000
                                                   -----------     -------------

     Cash and cash equivalents                     $  1,012,656    $  1,667,825
     Accounts receivable                                304,344         255,232
     Prepaid expenses and deposits                       66,633          26,235
     A/R-Affiliates                                   1,128,087               0
     Investment property, at cost:
         Land                                         2,618,857       2,618,857
         Buildings and improvements                  14,487,431      14,438,993
                                                   ------------    ------------
                                                     17,106,288      17,057,850
         Less accumulated depreciation               (5,973,651)     (5,647,553)
                                                   ------------    ------------
                                                     11,132,637      11,410,297
     Investment property-held for sale                2,815,937       2,804,205
                                                   ------------    ------------
                                                     13,948,574      14,214,502

     Prepaid and deferred expenses - at
        amortized cost                                  317,452         333,049
                                                   ------------    ------------

                                                   $ 16,777,746    $ 16,496,843
                                                   ============    ============


LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses         $     88,980    $    143,544
     Accrued real estate taxes                          400,929         491,547
     Refundable tenant deposits                         285,200         278,562
     Mortgage note payable                            6,690,201       6,756,201
                                                   ------------    ------------

                                                      7,465,310       7,669,854

Partners' equity                                      9,312,436       8,826,989
                                                   ------------    ------------
                                                   $ 16,777,746    $ 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       Six Months Ended
                                  June 30,    June 30,    June 30,     June 30,
                                    2001        2000        2001         2000
                                    ----        ----        ----         ----
REVENUES:
   Rental and other income       $1,200,378  $1,107,626  $2,239,924  $2,049,773
   Interest                             135       1,063         731       2,447
                                 ----------  ----------  ----------  ----------
                                  1,200,513   1,108,689   2,240,655   2,052,220
EXPENSES:
   Interest expense                 124,420     154,207     267,632     300,946
   Depreciation and amortization    216,369     202,175     440,851     401,607
   Real estate taxes                138,316     126,823     289,845     257,738
   Property management fees paid
     to American Spectrum Midwest    69,768      65,705     131,834     122,155
   Reimbursement to American
     Spectrum Midwest for
     partnership management
     services and indirect
     expenses                        10,000      10,000      20,000      20,000
   Repairs and maintenance           65,979      54,276     126,404     100,799
   Professional services             22,789      29,874      47,083      60,397
   Utilities                         29,265      38,887      91,005      87,603
   Payroll                           28,066      29,284      62,669      59,416
   Cleaning                          41,515      37,477      81,596      74,994
   Insurance                         19,807      14,296      41,242      30,423
   Parking lot / landscaping
     expenses                        31,629      28,252      45,531      41,234
   Other operating expenses          52,340      49,566     109,516     145,627
                                 ----------  ----------  ----------  ----------

                                    850,263     840,822   1,755,208   1,702,939
                                 ----------  ----------  ----------  ----------

NET INCOME                       $  350,250  $  267,867  $  485,447  $  349,281
                                 ==========  ==========  ==========  ==========
NET INCOME PER LIMITED
   PARTNERSHIP UNIT              $    18.04  $    13.80  $    25.00  $    17.99
                                 ==========  ==========  ==========  ==========

PARTNERS' EQUITY:
   Beginning of period           $8,962,186  $8,408,893  $8,826,989  $8,327,479
   Net income                       350,250     267,867     485,447     349,281
                                 ----------  ----------  ----------  ----------
   End of period                 $9,312,436  $8,676,760  $9,312,436  $8,676,760
                                 ==========  ==========  ==========  ==========



                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                      -3-
<PAGE>

                        NOONEY INCOME FUND LTD. II, L.P.
                        --------------------------------
                             (A LIMITED PARTNERSHIP)
                             -----------------------
                            STATEMENTS OF CASH FLOWS
                            ------------------------
                                   (UNAUDITED)
                                   -----------

                                                            Six Months Ended
                                                         June 30,      June 30,
                                                           2001          2000
                                                           ----          ----

CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                       $   485,447   $   349,281
     Adjustments to reconcile net income to net
         cash provided by operating activities:
             Depreciation and amortization                440,851       401,607

     Changes in assets and liabilities:
         Increase in accounts receivable                  (49,112)     (174,732)
         Increase in prepaid expenses and deposits        (40,398)      (21,425)
         Increase in A/R-Affiliates                    (1,128,087)            0
         Increase in deferred assets                      (45,729)      (99,824)
         Decrease in accounts payable                     (54,564)       (8,703)
         Decrease in accrued real estate taxes            (90,618)      (96,813)
         Increase in refundable tenant deposits             6,638        18,943
                                                      -----------   -----------

             Total adjustments                           (961,019)       19,053
                                                      -----------   -----------

             Net cash (used in) provided by
               operating activities                      (475,572)      368,334
                                                      -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
     Additions to investment property                    (113,597)     (147,016)
                                                      -----------   -----------


CASH FLOWS FROM FINANCING ACTIVITIES -
     Payments on mortgage notes payable                   (66,000)      (57,523)
                                                      -----------   -----------


NET (DECREASE) INCREASE IN CASH AND                      (655,169)      163,795
          CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, beginning of period          1,667,825     1,190,211
                                                      -----------   -----------

CASH AND CASH EQUIVALENTS, end of period              $ 1,012,656   $ 1,354,006
                                                      ===========   ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during year for interest      $   267,632   $   300,946
                                                      ===========   ===========

                 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 SIX MONTHS ENDED JUNE 30, 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 June 30,  2001 and for all periods  presented
have been made.  The results of  operations  for the three and six month periods
ended June 30, 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 (formerly
Nooney,  Inc.), a  wholly-owned  subsidiary of CGS Real Estate  Company.  Nooney
Income Investments Two, Inc., a general partner, is a wholly-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 six month  periods
ended June 30, 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 in the final stages of 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 November 13, 2000, February 14, 2001, April 24, 2001, June
26, 2001,  and August 7, 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  $1,128,087  in  expenses  relating to the
impending  transaction.  These costs,  which do not represent  the  Registrant's
total  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 tenant 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        Six Months Ended
                                      June 30,                  June 30,
                                  2001         2000        2001          2000
                                  ----         ----        ----          ----
Revenues:
  Leawood Fountain Plaza (24%) $   84,858  $   86,905   $  173,936   $  170,672
  Tower Industrial Building        57,606      54,970      114,157      105,754
  Countryside Office Park         489,831     463,640      862,477      801,837
  Northeast Commerce Center       171,177     116,779      326,007      218,046
  NorthCreek Office Park          383,052     372,786      744,389      739,616
                               ----------  ----------   ----------   ----------
                                1,186,524   1,095,080    2,220,966    2,035,925
                               ==========  ==========   ==========   ==========

Operating Profit (Loss):
  Leawood Fountain Plaza (24%) $   25,942  $   19,315   $   46,597   $   40,816
  Tower Industrial Building        25,464      22,514       50,914       43,591
  Countryside Office Park         233,511     192,476      320,468      256,547
  Northeast Commerce Center         4,334     (24,122)     (24,011)     (86,464)
  NorthCreek Office Park           73,339      80,749      129,964      150,970
                               ----------  ----------   ----------   ----------
                                  362,590     290,932      523,932      405,460
                               ==========  ==========   ==========   ==========

Capital Expenditures:
  Leawood Fountain Plaza (24%) $    3,763  $   32,474   $    5,203   $   33,362
  Tower Industrial Building             0           0            0            0
  Countryside Office Park          64,624       8,052       64,624       43,668
  Northeast Commerce Center        38,015      17,977       38,221       17,977
  NorthCreek Office Park            5,548       3,794        5,549       52,009
                               ----------  ----------   ----------   ----------
                                  111,950      62,297      113,597      147,016
                               ==========  ==========   ==========   ==========

Depreciation and Amortization:
  Leawood Fountain Plaza (24%) $   15,113  $   15,426   $   35,906   $   30,200
  Tower Industrial Building        10,286      10,859       20,572       22,863
  Countryside Office Park          40,110      44,631       80,005       85,926
  Northeast Commerce Center        74,734      53,842      150,936      106,496
  NorthCreek Office Park           76,126      77,417      153,432      156,123
                               ----------  ----------   ----------   ----------
                                  216,369     202,175      440,851      401,607
                               ==========  ==========   ==========   ==========

                                      -7-
<PAGE>

Assets:
                                        June 30, 2001         December 31, 2000
                                        -------------         -----------------

Leawood Fountain Plaza (24%)              $   375,752               $   332,468
Tower Industrial Building                   1,386,513                 1,334,363
Countryside Office Park                     2,588,997                 2,284,328
Northeast Commerce Center                   2,353,565                 2,444,220
NorthCreek Office Park                      6,038,796                 6,001,023
                                          -----------               -----------
                                           12,743,623                12,396,402
                                          ===========               ===========


Reconciliation  of segment  data to the  Partnership's  consolidated  data is as
follows:

                                Three Months Ended         Six Months Ended
                                      June 30,                 June 30,
                                 2001         2000        2001           2000
                                 ----         ----        ----           ----
Revenues:
  Segments                    $1,186,524   $1,095,080   $2,220,966   $2,035,925
  Corporate and other             13,989       13,609       19,689       16,295
                              ----------   ----------   ----------   ----------
                               1,200,513    1,108,689    2,240,655    2,052,220
                              ==========   ==========   ==========   ==========

Net Income:
  Segments                    $  362,590   $  290,932   $  523,932   $  405,460
  Corporate and other income      13,989       13,609       19,689       16,295
  General and admin expenses     (26,329)     (36,674)     (58,174)     (72,474)
                              ----------   ----------   ----------   ----------
                                 350,250      267,867)     485,447      349,281
                              ==========   ==========   ==========   ==========

Depreciation and Amortization
  Segments                    $  216,369   $  202,175   $  440,851   $  401,607
  Corporate and other                  0            0            0            0
                              ----------   ----------   ----------   ----------
                                 216,369      202,175      440,851      401,607
                              ==========   ==========   ==========   ==========


Assets:
                                        June 30, 2001         December 31, 2000
                                        -------------         -----------------

Segments                                  $12,743,623               $12,396,402
Corporate and other                         4,034,123                 4,100,441
                                          -----------               -----------
                                           16,777,746                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 (the Company) were issued.  The independent
public accountants report on such statements contained an explanatory  paragraph
relating  to the ability of the  Company to  continue  as a going  concern.  The
Company  experienced  losses  in the  periods  presented  and has a net  capital
deficiency.  Certain entities in the combined financial statements have not made
debt  payments  when  due and  various  lenders  placed  $10,520,000  of debt in
default.  Certain entities also needed 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 Company has plans related to these matters,  which include, in
addition  to those  items  discussed  above,  obtaining  additional  loans  from
shareholders, obtaining extensions from lenders or refinancing all debts through
the  completion  of the  transaction  discussed  in  Note  E.  In  addition,  if
necessary,  management believes it could sell properties to generate cash to pay
debt. The Registrant does not believe that the effect of the ultimate outcome of
the circumstances surrounding the Company will have a material adverse effect on
its results of operations or financial position.

As discussed in Note E, the Registrant has a receivable from the general partner
for costs  incurred in  anticipation  of the  transaction.  The  Registrant  has
obtained  the  guarantee  of the  major  individual  owner of the  parent of the
general  partner with respect to the repayment of these costs if the transaction
is not consummated.


                                      -9-
<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 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 June 30, 2001, is $1,012,656 a decrease
of $655,169 when compared to the year ended  December 31, 2000.  The decrease in
cash can primarily be attributed  to the  Registrant  continuing to advance more
than its proportionate  share of the costs relating to the formation of the real
estate  investment  trust  currently  being formed by  affiliates of the general
partner.  To the extent  that  expenses  advanced by the  Registrant  exceed its
proportionate share, the Registrant will receive a credit for any excess portion
in determining  the shares in the real estate  investment  trust to be issued to
partners in the Registrant.  If the transaction is not consummated,  the general
partner of the Registrant will reimburse the Registrant for expenses incurred by
the Registrant in connection with the  transaction.  During the six month period
ending June 30, 2001,  cash was used for capital and tenant  improvements in the
amount of  $113,597  and  payment  on  mortgage  notes  payable in the amount of
$66,000.  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 2001.  The  anticipated
capital expenditures by property are as follows:

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

NorthCreek Office Park                   $ 20,952       $115,104      $136,056
Tower Industrial Building                       0              0             0
Northeast Commerce Center                   6,609        556,806       563,415
Countryside Office Park                    30,145         29,081        59,226
Leawood Fountain Plaza (24%)                7,608         54,247        61,855
                                         --------       --------      --------
                                         $ 65,314       $755,238      $820,552
                                         ========       ========      ========

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 are not adequate funds, the
capital improvements 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 June 30, 2001, from 91% at June 30, 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.

                                      -10-
<PAGE>

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.

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

The results of operations for the Registrant's properties for the quarters ended
June 30, 2001 and 2000 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%)
                    -----------  ---------    ------       ----      -----------

2nd Quarter 2001
----------------
Revenues            $ 383,052    $  57,606  $ 171,177   $ 489,831     $  84,858
Expenses              309,713       32,142    166,843     256,320        58,916
                    ---------    ---------  ---------   ---------     ---------
Net income (loss)   $  73,339    $  25,464  $   4,334   $ 233,511     $  25,942
                    =========    =========  =========   =========     =========

2nd Quarter 2000
----------------
Revenues            $ 372,786    $  54,970  $ 116,779   $ 463,640     $  86,905
Expenses              292,037       32,456    140,901     271,164        67,590
                    ---------    ---------  ---------   ---------     ---------
Net income (loss)   $  80,749    $  22,514  $ (24,122)  $ 192,476     $  19,315
                    =========    =========  =========   =========     =========

At  NorthCreek  Office Park net income for the  quarter  ended June 30, 2001 was
$73,339 compared to net income of $80,749 in 2000.  Revenues  increased  $10,266
when comparing the two quarters. This increase can be attributed primarily to an
increase in  escalation  revenue  based on higher  tenant pro rata shares and an
increased amount of projected reimbursable expenses.  Expenses increased $17,676
when  comparing the two  quarters.  This increase can primarily be attributed to
increases in general building  repairs  ($6,414),  heating and  air-conditioning
repairs  ($4,733),   landscaping  expense  ($3,663),  real  estate  tax  expense
($2,670), and bad debt expense ($15,754).  These increases were partially offset
by a decrease in interest  expense  ($16,383).  The increase in bad debt expense
can be attributed to the posting of an allowance for doubtful  accounts when the
property  manager  determines  collection of a receivable is  questionable.  The
decrease in interest expense is due to more favorable interest rates in 2001.

Operating results at Tower Industrial Building remained consistent,  with only a
$2,950  increase in net income when comparing the quarter ended June 30, 2001 to
the quarter  ended June 30,  2000,  due  primarily to an increase in revenues of
$2,636. The increase in revenues is due to an increase in base rental revenue.

For the quarter  ended June 30, 2001 and 2000,  revenues at  Northeast  Commerce
Center were  $171,177 and  $116,779,  respectively.  The increase in revenues of
$54,398 can primarily be attributed to increases in all tenant derived  revenues
as a result of the  increased  occupancy  level than that  reflected at June 30,
2000. The property's expenses for the quarter ended June 30, 2001 and 2000, were
$166,843  and  $140,901,  respectively.  The  increase in expenses of $25,942 is
primarily  attributable  to  increases in heating and air  conditioning  repairs
($3,826),  real estate tax expense  ($9,793),  and depreciation and amortization
expense  ($20,891).  These  increases  were  partially  offset by a decrease  in
interest expense ($8,340).  The increase in real estate tax expense is due to an
increase in the 2000 taxes  payable in 2001 where this increase had to be posted
to the expense when the second  installment  was due during the second  quarter.
The increase in depreciation  and amortization can be attributed to the addition
of new assets since June of 2000.

                                      -11-
<PAGE>

Revenues at Countryside Office Park were $489,831 for the quarter ended June 30,
2001 and $463,640 for the quarter  ended June 30, 2000.  The increase in revenue
of $26,191 when comparing the two periods,  is attributable to increases in base
rental revenue ($14,931) and escalation revenue ($29,868), partially offset by a
decrease in other revenues ($18,608). The increase in base rental and escalation
revenues can be attributed to the slightly higher  occupancy level and increased
reimbursable expenses and tenant pro-rata shares. The decrease in other revenues
is a net result of the real estate tax appeal fee  reimbursement  received  from
the tenants in 2000 and the tax refund received in 2001. Expenses at Countryside
Office Park were $256,320 and $271,164 for the quarters  ended June 30, 2001 and
June 30,  2000,  respectively.  This  decrease  in  expenses  of $14,844  can be
primarily  attributable to decreases in repairs and maintenance related expenses
($3,390),  vacancy related expenses  ($3,117),  interest expense  ($5,064),  and
depreciation/amortization  expense  ($4,521).  These  decreases  were  partially
offset by minimal increases in various other operating expenses.

At Leawood  Fountain  Plaza,  net income for the quarter ended June 30, 2001 and
the quarter ended June 30, 2000 was $25,942 and $19,315, respectively, resulting
in an increase in net income of $6,627.  Revenues  decreased $2,047 and expenses
decreased  $8,674 when  comparing the two quarters.  The decrease in expenses is
primarily  due to  decreased  bad  debt  expense  as a result  of less  accounts
considered uncollectable in 2001.

The occupancy levels at June 30 are as follows:

                                         Occupancy levels as of June 30,
                                         -------------------------------
         Property                 2001                 2000               1999
         --------                 ----                 ----               ----
NorthCreek Office Park             93%                  96%               100%
Tower Industrial Building         100%                 100%               100%
Northeast Commerce Center          76%                  65%                50%
Countryside Office Park            93%                  91%                70%
Leawood Fountain Plaza (24%)       88%                  98%                98%

Leasing  activity  during the second  quarter of 2001 at NorthCreek  Office Park
consisted  of one new  tenant  signing  a lease for  2,146  square  feet and two
tenants  vacating  4,446 square feet.  Occupancy  decreased 2% to 93% during the
quarter.  The office park has one major  tenant  with two leases  that  together
comprise 33% of the available space. These leases both expire in December 2003.

The Tower Industrial Building remains 100% leased to a single tenant whose lease
expires on December 31, 2001. It is anticipated this tenant will renew its lease
under similar terms.

At Northeast  Commerce Center leasing  activity during the quarter  consisted of
one tenant renewing their lease for 8,000 square feet. The property  remained at
76% occupied  throughout  the quarter.  The property has four major  tenants who
occupy 23%, 16%, and two who occupy 11% of the available space, with leases that
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 the property.

Leasing  activity at  Countryside  Office Park consisted of one tenant signing a
lease for 1,204  square feet,  one tenant  renewing  2,495 square feet,  and one
tenant vacating 990 square feet.  Occupancy  remained at 93% during the quarter.
The property has two major tenants who occupy 14% and 13% of the available space
with leases expiring in 2005 and 2002, respectively.

                                      -12-
<PAGE>

During the second quarter of 2001,  leasing  activity at Leawood  Fountain Plaza
consisted of the Registrant signing one new lease with a tenant for 3,036 square
feet and one tenant  vacating  1,873  square  feet.  The  property has two major
tenants  occupying 14% and 11% 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 2001
---------------------------------------

Consolidated  revenues  for the three month period ended June 30, 2001 and 2000,
are $1,200,513 and $1,108,689,  respectively.  Consolidated revenues for the six
month  period  ended  June 30,  2001 and 2000  are  $2,240,655  and  $2,052,220,
respectively. Revenues increased $91,824 for the three month period and $188,435
for the six month period ended June 30, 2001 when  compared to the prior period.
Consolidated  revenues  overall  have  increased  primarily  due to increases in
tenant derived revenues at NorthCreek  Office Park,  Northeast  Commerce Center,
and  Countryside  Office Park.  These  increases  can be attributed to increased
occupancy  levels  (primarily at Northeast  Commerce Center) and larger revenues
from reimbursable  expenses.  During the three month periods ended June 30, 2001
and  2000,  consolidated  expenses  were  $850,263  and  $840,822.  Consolidated
expenses for the six month periods ended June 30, 2001 and 2000 were  $1,755,208
and 1,702,939, respectively.  Consolidated expenses increased $9,442 and $52,269
for the three and six month periods when  comparing to prior year.  The increase
in expenses for the three month period is due to increases in  depreciation  and
amortization expenses ($14,194),  real estate tax expense ($11,493),  management
fees ($4,063),  repairs and  maintenance  related  expense  ($11,703),  cleaning
expense  ($4,038),  insurance  ($5,511),  parking  lot and  landscaping  related
expense ($3,377), and various other operating expenses ($2,774). These increases
were partially offset by decreases in interest expense  ($29,787),  professional
services ($7,085),  utilities ($9,622),  and payroll ($1,218).  The increases in
depreciation and amortization, real estate tax expense (Northeast Commerce), and
repairs and  maintenance  related  (heating and air  conditioning  repairs) were
previously addressed at the property level. The decrease in interest expense can
be  attributable  to a more  favorable  interest  rate for the debt  secured  by
Countryside,  Northeast,  and  NorthCreek.  The  increase of $52,269 for the six
month  period is due to  increases  in  depreciation  and  amortization  expense
($39,244), real estate tax expense ($32,107),  management fees ($9,679), repairs
and  maintenance  related  expenses  ($25,605),   utilities  ($3,402),   payroll
($3,253),   cleaning  expense  ($6,602),   insurance   ($10,819),   and  parking
lot/landscaping  expense  ($4,297).  These  increases were  partially  offset by
decreases in interest expense ($33,314),  professional  services ($13,314),  and
other operating expense ($36,111). The increase in depreciation and amortization
is due to the  addition  of capital  assets  (primarily  at  Northeast  Commerce
Center). The increase in real estate tax expense for the six month period is due
to both the increased  taxes at Northeast  Commerce  Center and appeal fees paid
during the first quarter for Countryside  Office Park. The increased  management

                                      -13-
<PAGE>

fees are directly related to the increased  revenues.  The increased repairs and
maintenance  costs can be attributed  to a rise in heating and air  conditioning
repairs at the Registrant's properties.  The decrease in interest expense is due
to the lower  interest  rate in 2001 as  previously  addressed.  The decrease in
other  operating  expenses is  primarily  due to  decreases  in vacancy  related
expenses at Northeast and Countryside.

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

Consolidated  revenues  for the three month period ended June 30, 2000 and 1999,
are $1,108,689  and $929,911,  respectively.  Consolidated  revenues for the six
month  period  ended  June 30,  2000 and 1999  are  $2,052,220  and  $1,785,526,
respectively.  Revenues  increased  $178,778  for the  three  month  period  and
$266,694  for the six  month  period  when  comparing  to  that of  prior  year.
Consolidated  revenues have increased  primarily due to increases in base rental
and real  estate tax  revenues  at  Countryside  Office  Park as a result of the
higher  occupancy  level and the  recapture  in revenue  of the real  estate tax
appeal fees,  as mentioned in the property  comparisons.  During the three month
periods  ended June 30, 2000 and 1999,  consolidated  expenses were $840,822 and
$1,007,020, respectively.  Consolidated expenses for the six month periods ended
June  30,  2000  and  1999  were   $1,702,939  and   $1,882,709,   respectively.
Consolidated  expenses  decreased  $166,198  and  $179,770 for the three and six
month periods when compared to that of prior year.  The decrease in expenses for
the three month period is primarily  due to decreases in real estate tax expense
($176,429),  repairs  and  maintenance  related  expenses  ($35,267),  insurance
($5,382), and other operating expenses ($7,159).  These decreases were partially
offset by increases in interest expense ($19,412), depreciation and amortization
expense  ($20,785),  management  fee  expense  ($10,360),  and  utility  expense
($6,460).  The  decrease in real estate tax expense is due to lower annual taxes
at both  Countryside  Office Park and Northeast  Commerce  Center,  as mentioned
previously in the property  comparisons.  The decreased  repairs and maintenance
expenses are due to lower heating/air-conditioning and general building costs at
NorthCreek  and  Countryside,  also mentioned in the property  comparisons.  The
increase in interest expense can be attributed to the increased interest rate at
three of the Registrant's  properties,  than that of prior year. The increase in
depreciation  and  amortization  is due to the  addition  of capital  and tenant
related  assets  since the same  period  of the  prior  year.  The  decrease  in
consolidated  expenses of $179,770 for the six month period is primarily  due to
decreases in real estate tax expense ($184,539), repairs and maintenance related
expenses ($49,252),  professional  services ($18,091),  insurance ($7,026),  and
other operating  expenses  ($32,737).  These decreases were partially  offset by
increases  in  interest  expense  ($32,063),  depreciation/amortization  expense
($39,176), management fees ($15,914), utilities ($14,836), payroll ($2,171), and
cleaning expense  ($6,814).  The decrease in real estate tax expense and repairs
and    maintenance,    as   well   as   the    increases    in   interest    and
depreciation/amortization  have been  addressed  above in the three month period
comparisons.  The  decrease in  professional  services  can be  attributed  to a
decrease in  partnership  related legal  expenses  than that of prior year.  The
decrease  in  other  operating  expenses  for the  six  month  period  is due to
decreases  in snow  removal  and  vacancy  related  expenses.  The  increase  in
management  fees is  directly  related to the  increased  revenues.  The utility
expense increase can be attributed to increased electric expense at three of the
Registrant's properties.

Inflation
---------

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

                                      -14-
<PAGE>

PART II.   OTHER INFORMATION

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

     (a) Exhibits

         See Exhibit Index on Page 15

     (b) Reports on Form 8-K

         None


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                      NOONEY INCOME FUND LTD. II, L.P.

Date:        August 14, 2001          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



                                      -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)




                                      -16-