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, 1999
                               -------------------------------------------------

                                       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
                                                   -----------------------------
          500 North Broadway, Suite 1200, St. Louis, MO 63102-2449
--------------------------------------------------------------------------------
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,      December 31,
                                                        1999            1998
                                                     (Unaudited)
                                                     -----------    ------------
ASSETS:

     Cash and cash equivalents                      $  1,264,020   $  1,249,605
     Accounts receivable                                 203,035        205,323
     Prepaid expenses and deposits                        49,730         21,505
     Investment property, at cost:
         Land                                          2,618,857      2,618,857
         Buildings and Improvements                   13,821,269     13,618,572
                                                    ------------   ------------
                                                      16,440,126     16,237,429
         Less accumulated depreciation                (4,931,927)    (4,691,263)
                                                    ------------   ------------
                                                      11,508,199     11,546,166
     Investment property-held for sale                 2,837,163      2,826,591
                                                    ------------   ------------
                                                      14,345,362     14,372,757

     Prepaid and Deferred expenses - At amortized
       cost                                              259,652        280,805
                                                    ------------   ------------

                                                    $ 16,121,799   $ 16,129,995
                                                    ============   ============


LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses          $    223,949   $    160,061
     Accrued real estate taxes                           561,729        499,728
     Refundable tenant deposits                          232,407        211,787
     Mortgage note payable                             6,938,354      6,995,876
                                                    ------------   ------------

                                                       7,956,440      7,867,452

Partners' Equity                                       8,165,360      8,262,543
                                                    ------------   ------------

                                                    $ 16,121,799   $ 16,129,995
                                                    ============   ============



                 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           Six Months Ended
                                      June 30,       June 30,      June 30,      June 30,
                                        1999           1998          1999          1998
                                      --------       --------      --------      --------
<S>                                  <C>           <C>           <C>           <C>

REVENUES:
     Rental and other income         $   929,911   $   899,041   $ 1,785,526   $ 1,774,358
     Interest                                  0             0             0             0
                                     -----------   -----------   -----------   -----------

                                         929,911       899,041     1,785,526     1,774,358
EXPENSES:
     Interest expense                    134,795       148,507       268,883       294,527
     Depreciation and amortization       181,390       183,867       362,431       378,743
     Real estate taxes                   303,252       153,452       442,277       307,488
     Property management fees paid
         to Nooney Inc.                   55,345        53,401       106,241       104,659
     Reimbursement to Nooney Inc.
         for partnership management
         services and indirect
         expenses                         10,000        10,000        20,000        20,000
     Repairs and maintenance              89,543        66,140       150,051       110,633
     Professional services                31,808        22,628        78,488        44,828
     Utilities                            32,427        34,470        72,767        72,242
     Payroll                              26,569        24,140        57,245        46,722
     Cleaning                             37,535        42,082        68,180        82,484
     Insurance                            19,678        18,583        37,449        34,045
     Parking lot / landscaping
         expenses                         27,953        37,970        40,333        47,035
     Other operating expenses             56,725        78,031       178,364       144,667
                                     -----------   -----------   -----------   -----------

                                       1,007,020       873,271     1,882,709     1,688,073
                                     -----------   -----------   -----------   -----------

NET (LOSS) INCOME                    $   (77,109)  $    25,770   $   (97,183)  $    86,285
                                     ===========   ===========   ===========   ===========
NET (LOSS) INCOME PER LIMITED
     PARTNERSHIP UNIT                $     (4.23)  $      1.34   $     (5.63)  $      4.49
                                     ===========   ===========   ===========   ===========

PARTNERS' EQUITY:
     Beginning of Period             $ 8,242,469   $ 8,341,402   $ 8,262,543   $ 8,280,887
     Net (Loss) Income                   (77,109)       25,770       (97,183)       86,285
     Cash Distribution to Partners             0      (254,956)            0      (254,956)
                                     -----------   -----------   -----------   -----------
     End of Period                   $ 8,165,360   $ 8,112,216   $ 8,165,360   $ 8,112,216
                                     ===========   ===========   ===========   ===========
</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)
                                   -----------


                                                           Six Months Ended
                                                         June 30,      June 30,
                                                           1999          1998
                                                           ----          ----

CASH FLOWS FROM OPERATING ACTIVITIES
     Net (Loss) Income                                $   (97,183)  $    86,285
     Adjustments to reconcile net (loss) income to
         net cash provided by operating activities:
             Depreciation and amortization                362,431       378,743

     Changes in assets and liabilities:
         Decrease (Increase) in accounts receivable         2,288        (2,263)
         Increase in prepaid expenses and deposits        (28,225)      (31,110)
         Increase in deferred assets                      (21,521)      (49,314)
         Increase (Decrease) in accounts payable           63,888      (312,892)
         Increase (Decrease) in accrued real estate
             taxes                                         62,001       (48,494)
         Increase in refundable tenant deposits            20,620        49,059
                                                      -----------   -----------

             Total Adjustments                            461,482       (16,271)
                                                      -----------   -----------

             Net cash provided by operating
                activities                                364,299        70,014
                                                      -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
     Additions to investment property                    (292,362)     (116,459)
                                                      -----------   -----------


CASH FLOWS FROM FINANCING ACTIVITIES -
     Cash distributions to partners                             0      (254,956)
     Payments on mortgage notes payable                   (57,522)      (50,328)
                                                      -----------   -----------

         Net cash used in financing activities            (57,522)     (305,284)
                                                      -----------   -----------

NET INCREASE (DECREASE) IN CASH AND                        14,415      (351,729)
       CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, beginning of period          1,249,605     1,378,138
                                                      -----------   -----------

CASH AND CASH EQUIVALENTS, end of period              $ 1,264,020   $ 1,026,409
                                                      ===========   ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during year for interest      $   268,883   $   294,527
                                                      ===========   ===========



                 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, 1999 AND 1998
                -------------------------------------------------


NOTE A:

Refer to the Registrant's  financial  statements for the year ended December 31,
1998, 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,  1999 and for all periods  presented
have been made.  The results of  operations  for the three and six month periods
ended June 30, 1999, 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,  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 six month  periods
ended June 30, 1999 and 1998 was computed  based on 19,221 units,  the number of
units outstanding during the periods.

NOTE E:

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



                                       -5-

<PAGE>


NOTE F:

The partnership has five reportable operating segments:  Leawood Fountain Plaza,
Tower Industrial,  Countryside Executive Center,  Northeast Commerce Center, and
NorthCreek Office Park. The Partnership's  management  evaluates  performance of
each  segment  based on profit  or loss from  operations  before  allocation  of
property   writedowns,   general  and  administrative   expenses,   unusual  and
extraordinary items, and interest.

<TABLE>
<CAPTION>

                                       Three Months Ended           Six Months Ended
                                             June 30,                   June 30,
(In thousands)                          1999         1998          1999          1998
                                        ----         ----          ----          ----
<S>                                <C>           <C>           <C>           <C>
Revenues:
     Leawood Fountain Plaza (24%)       84,674   $    74,310   $   168,985   $   140,899
     Tower Industrial                   50,450        49,734       100,900        99,887
     Countryside Executive Center      277,023       254,103       537,603       475,385
     Northeast Commerce Center         128,059       178,701       220,237       344,501
     NorthCreek Office Park            382,209       333,173       741,875       681,077
                                   -----------   -----------   -----------   -----------
                                       922,415       890,021     1,769,600     1,741,749
                                   ===========   ===========   ===========   ===========

Operating Profit:
     Leawood Fountain Plaza (24%)  $    12,226   $     9,000   $    28,097   $    12,188
     Tower Industrial                   22,676        24,363        46,398        48,331
     Countryside Executive Center     (133,232)      (25,684)     (113,152)      (64,325)
     Northeast Commerce Center         (36,354)      (19,194)     (150,445)      (23,801)
     NorthCreek Office Park             55,387        27,273       101,554        76,987
                                   -----------   -----------   -----------   -----------
                                       (79,297)       15,758       (87,548)       49,380
                                   ===========   ===========   ===========   ===========

Capital Expenditures:
     Leawood Fountain Plaza (24%)  $     2,400   $     1,349   $     6,560   $     4,499
     Tower Industrial                  147,048             0       150,898             0
     Countryside Executive Center       38,098        36,008        54,472        63,120
     Northeast Commerce Center          41,865             0        47,725             0
     NorthCreek Office Park              5,762        14,367        32,707        48,840
                                   -----------   -----------   -----------   -----------
                                       235,173        51,724       292,362       116,459
                                   ===========   ===========   ===========   ===========

Depreciation and Amortization:
     Leawood Fountain Plaza (24%)  $    22,863   $    23,372   $    46,754   $    46,333
     Tower Industrial                   10,838        10,402        21,250        20,804
     Countryside Executive Center       30,505        32,313        62,689        79,558
     Northeast Commerce Center          65,422        68,743       128,161       135,003
     NorthCreek Office Park             90,129        87,405       180,315       173,784
                                   -----------   -----------   -----------   -----------
                                       219,757       222,235       439,169       455,482
                                   ===========   ===========   ===========   ===========

</TABLE>





                                       -6-

<PAGE>



Assets:
     As of:                                    June 30, 1999   December 31, 1998
                                               -------------   -----------------

     Leawood Fountain Plaza (24%)                $   961,921         $   916,824
     Tower Industrial                                982,277             914,777
     Countryside Executive Center                  3,071,987           3,055,711
     Northeast Commerce Center                     3,442,585           3,633,533
     NorthCreek Office Park                        6,719,454           6,731,436
                                                 -----------         -----------
                                                  15,178,224          15,252,281
                                                 ===========         ===========


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

                                Three Months Ended          Six Months Ended
                                     June 30,                   June 30,
(In thousands)                   1999         1998         1999         1998
                                 ----         ----         ----         ----
Revenues:
    Segments                  $  922,415   $  890,021   $1,769,600   $1,741,749
    Corporate and other            7,496        9,020       15,926       32,609
                              ----------   ----------   ----------   ----------
                                 929,911      899,041    1,785,526    1,774,358
                              ==========   ==========   ==========   ==========


Operating Profit:
    Segments                  $  (79,297)  $   15,758   $  (87,548)  $   49,380
    Corporate and other
      income                       7,496        9,020       15,926       32,609
    General and admin
      expenses                     5,308         (992)      25,561       (4,296)
                              -----------  ----------   ----------   ----------
                                 (77,109)      25,770       97,183       86,285
                              ==========   ==========   ==========   ==========


Depreciation and Amortization
    Segments                  $  219,757   $  222,235   $  439,169   $  455,482
    Corporate and other          (38,367)     (38,369)     (76,738)     (76,739)
                              ----------   ----------   ----------   ----------
                                 181,390      183,867      362,431      378,743
                              ==========   ==========   ==========   ==========


Assets:
     As of:                                    June 30, 1999   December 31, 1998
                                               -------------   -----------------

     Segments                                    $15,178,224         $15,252,281
     Corporate and other                             943,575             877,714
                                                 -----------         -----------
                                                  16,121,799          16,129,995
                                                 ===========         ===========


                                       -7-

<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 on hand as of June 30,  1999,  is  $1,264,020  an increase of $14,415  when
compared to the year ended December 31, 1998. During the six month period ending
June 30, 1999, net cash provided by operating activities was $364,299.  Cash was
used for capital and tenant  improvements  in the amount of $292,362 and payment
on mortgage  notes  payable in the amount of $57,522.  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 1999. The anticipated  capital  expenditures by property are as
follows:

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

NorthCreek Office Park               $      0        $ 19,138        $ 19,138
Tower Industrial Building              62,950               0          62,950
Northeast Commerce Center              36,900         147,623         184,523
Countryside Executive Center            8,495         166,253         174,748
Leawood Fountain Plaza (24%)           18,623          40,501          59,124
                                     --------        --------        --------
                                     $126,968        $373,515        $500,483
                                     ========        ========        ========

Leasing  Capital  at all of  the  partnership's  properties  relates  to  tenant
improvements and lease commissions for new and renewal tenants. Other Capital at
Leawood   Fountain  Plaza  includes  an  overlay  of  the  parking  lot,  carpet
replacement in building hallways, and new exterior lighting. At Tower Industrial
Building  Other  Capital  includes  finishing  a new roof for the  property.  At
Northeast  Commerce  Center  Other  Capital  includes  parking lot  patching and
striping,  in  addition  to  separating  utilities  for lease  availability.  At
Countryside  Executive  Center,  Other  Capital  relates to the  replacement  of
bathroom counters. 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 feels that the market conditions exist
whereby  Countryside  Executive  Center should be sold. As previously  reported,
management is currently working on leasing additional space so that occupancy is
at a higher  level which will  command a higher sale price when the  property is
ultimately sold.  Occupancy levels have remained  relatively  consistent and the
Registrant  will  continue to update any progress  regarding  the sale in future
quarters.

The future  liquidity  of the  Registrant  is  dependent  on its ability to fund
future  capital  expenditures  from  operations  and cash  reserves and maintain
occupancy at all of the  properties.  Until such time as the real estate  market
recovers and profitable sale of the properties is feasible,  the Registrant will
continue to manage the properties to achieve its investment objectives.

                                       -8-

<PAGE>

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

The results of operations for the Registrant's properties for the quarters ended
June 30, 1998 and 1997 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%)
                        -----------  --------    ------     ------   -----------
2nd Quarter 1999
Revenues                 $ 382,209  $  50,450  $ 128,059   $ 277,023   $  84,674
Expenses                   326,822     27,774    164,413     410,255      72,448
                         ---------  ---------  ---------   ---------   ---------
Net Income (Loss)        $  55,387  $  22,676  $ (36,354)  $(133,232)  $  12,226
                         =========  =========  =========   =========   =========

2nd Quarter 1998
Revenues                 $ 333,173  $  49,734  $ 178,701   $ 254,103   $  74,310
Expenses                   305,900     25,371    197,895     279,787      65,310
                         ---------  ---------  ---------   ---------   ---------
Net Income (Loss)        $  27,273  $  24,363  $ (19,194)  $ (25,684)  $   9,000
                         =========  =========  =========   =========   =========


At  NorthCreek  Office Park net income for the  quarter  ended June 30, 1999 was
$55,387 compared to net income of $27,273 in 1998.  Revenues  increased  $49,036
when comparing the two quarters. This increase can be attributed to increases in
both base rental and escalation income due to an increase in the occupancy level
than that of prior year.  Expenses  increased  $20,922  when  comparing  the two
quarters.  This  increase can  primarily be attributed to an increase in repairs
and maintenance  building  related to entry and corridor  improvements  expensed
during 2nd quarter 1999.

Operating  results at Tower Industrial  Building  remained stable when comparing
the quarter ended June 30, 1999 to the quarter ended June 30, 1998. The decrease
in net income of $1,687 when  comparing  the two  quarters is  primarily  due to
slight decreases in real estate tax expense,  legal services,  and depreciation.
The property continues to operate as anticipated.

For the quarter  ended June 30, 1999 and 1998,  revenues at  Northeast  Commerce
Center were  $128,059 and  $178,701,  respectively.  The decrease in revenues of
$50,642 can be attributed  to a decrease in rental  income  ($91,323) due to the
vacating of a former major tenant in fourth  quarter  1998.  This rental  income
decrease was partially offset by increases in escalation  income ($30,480) and a
cancellation  fee received  during 2nd quarter 1999  ($10,000).  The increase in
escalation is due to  additional  escalatable  expenses and  increased  pro-rata
share for existing tenants.  The property's  expenses for the quarter ended June
30, 1999 and 1998,  were  $164,413 and $197,895,  respectively.  The decrease in
expenses  of  $33,482  is  attributable   to  decreases  in   depreciation   and
amortization expense ($3,370), cleaning expense ($6,836),  fire/crime prevention
($5,758),  management fees ($3,038), heating,  ventilation, and air-conditioning
expenses ($10,192), landscaping expense ($4,478), and interest expense ($3,839).
These decreased expenses were partially offset by an increase in vacancy expense
($4,295).  The repairs and  maintenance  decrease can be attributed to extensive
heating,  ventilation, and air-conditioning repairs and replacement performed in
1998,  not  necessary in 1999. A monthly  cleaning  expense was incurred for the
former major tenant  mentioned  above,  their vacated status has resulted in the
1999 cleaning expense decrease.

Revenues at  Countryside  Executive  Center were  $277,023 for the quarter ended
June 30, 1999 and $254,103 for the quarter ended June 30, 1998.  The increase in
revenue of $22,920 when comparing the two periods, is primarily  attributable to
an increase  in base  rental income due to  increased rental rates.  Expenses at

                                       -9-

<PAGE>



Countryside  Executive  Center were $410,255 and $279,787 for the quarters ended
June 30,  1999 and June 30,  1998,  respectively.  This  increase in expenses of
$130,468 can be attributable to increases in real estate tax expense  ($147,583)
due to the  expense of a tax appeal fee  incurred  which  resulted  in a revised
assessment that enabled  property to maintain taxes at current level.  There was
also an increase in vacancy  expense  ($6,657).  These  increased  expenses were
partially  offset by  decreases in common area related  expenses  ($13,523)  and
landscaping expense ($9,293).  The decrease in tenant common areas is due to the
cost of new tenant directory  signage in 2nd quarter 1998, not incurred in 1999.
The  landscaping  decrease can be  attributed  to lower  contracted  landscaping
service expense.

At Leawood  Fountain  Plaza,  net income for the quarter ended June 30, 1999 and
the quarter ended June 30, 1998 was $12,226 and $9,001, respectively,  resulting
in an increase in net income of $3,226.  Revenues for the quarter ended June 30,
1999 and June 30, 1998 were  $84,674 and  $74,310,  resulting  in an increase of
$10,364 due to the increased  occupancy level from that of prior year.  Expenses
increased $7,138 when comparing the two quarters due to increases in parking lot
and repairs and maintenance related expenses.

The occupancy levels at June 30 are as follows:

                                                Occupancy levels as of June 30,
                                                -------------------------------
         Property                                1999        1998        1997
         --------                                ----        ----        ----

NorthCreek Office Park                           100%         95%         97%
Tower Industrial Building                        100%        100%        100%
Northeast Commerce Center                         50%         94%         87%
Countryside Executive Center                      70%         71%         52%
Leawood Fountain Plaza (24%)                      98%         94%         90%

Leasing  activity  during the second  quarter of 1999 at NorthCreek  Office Park
consisted  of one new tenant  signing a lease for 880 square  feet,  two tenants
renewing  their leases for 4,118 square feet and one tenant  vacating 904 square
feet. Occupancy remained at 100% throughout the quarter. The office park has one
major  tenant with two leases that  comprise 26% and 7% of the  available  space
with leases which expire in December 2003.

The Tower Industrial Building remains 100% leased to a single tenant whose lease
expires April 2000.

At Northeast  Commerce Center leasing  activity during the quarter  consisted of
one new tenant  signing a lease for 7,560  square  feet and one tenant  vacating
7,560 square feet.  The property  remained 50% occupied  throughout the quarter.
The property has one major tenant who occupies 23% of the available space with a
lease that expires  September  2003. The Registrant is working  closely with the
Cincinnati  brokerage firm hired to handle the leasing of the property to market
the 50,000 square feet building which is vacant.

 Leasing  activity at Countryside  Executive  Center consisted of the Registrant
signing one new lease with a tenant for 1,782 square feet,  one tenant  renewing
1,788 square feet and two tenants  vacating  5,029 square feet. The property has
one major  tenant who  occupies  14% of the  available  space with a lease which
expires in 2005. The Registrant  continues to work with the local brokerage firm
to market the property  and improve the  occupancy  and has several  prospective
leases which could commence in 3rd quarter 1999.

During the second quarter of 1999,  leasing  activity at Leawood  Fountain Plaza
consisted  of the  Registrant  renewing  one lease for 1,625  square  feet.  The
occupancy  remained stable at 98%. The property has two major tenants  occupying
14% and 10% of the  available  space on leases  which expire in October 2001 and
July  1999,  respectively.  The  tenant  whose  lease  expired  in July 1999 has
informed the Registrant that they intend to renew through July 2004.

                                      -10-

<PAGE>


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.


Year 2000 Issues
----------------

Information Technology Systems
------------------------------

The Registrant  utilizes  computer  software for its corporate and real property
accounting  records  and to prepare  its  financial  statements,  as well as for
internal  accounting  purposes.  The  vendor of the  Registrant's  software  has
informed the Registrant that it is Year 2000 compliant.  The Registrant believes
after reasonable  investigation that its information technology hardware is Year
2000  compliant.  However,  in the event that such  systems  should  fail,  as a
contingency plan, the Registrant could prepare all required  accounting  entries
manually, without incurring material additional operating expenses.

Non-Information Technology Systems
----------------------------------

At the request of the  Registrant,  its property  managers have completed  their
review of the major date- sensitive  non-information  technology systems such as
elevators,  heating, ventilation, air conditioning and cooling ("HVAC") systems,
locks, and other like systems in the Registrant's properties and have determined
that  such  systems  are  materially  Year  2000  compliant.   In  some  of  the
Registrant's  properties,  its property  managers  have utilized the services of
third-party consultants in making this determination, while in other properties,
the property managers have internally made such  determinations.  The Registrant
does separately track the internal costs incurred for its Year 2000 project. The
Registrant  does not  believe  that the Year 2000  issue  will pose  significant
problems to the Registrant's  Information technology systems and non-Information
technology systems, or that resolution of any potential problems with respect to
such systems will have a material effect on the Registrant's financial condition
or results of operations.

Material Third Parties' Systems Failures
----------------------------------------

The most reasonable likely worst case scenario facing the Registrant as a result
of the Year 2000 problem  would be the inability of its tenants to pay rent as a
result of a breakdown in such tenants' (or other financial  service  providers')
computer  or the  refusal  of such  tenants to pay their rent as a result of the
Registrant's  inability to provide  services due to  non-Information  technology
systems failure. Failure in a tenant's computer systems may cause delays in such
tenant's  ability to process  its  accounting  records  and to make  timely rent
payments.  However, any such delays in rent payments,  whether caused by systems
failure of tenant, property manager or a combination of the two, should not have
a  materially  adverse  effect  on  the  Registrant's  business  or  results  of
operations.


                                      -11-

<PAGE>


Risks
-----

While delays  caused by the failure of the  tenants' or the  property  managers'
accounting or supply systems would likely not adversely  affect the Registrant's
business or results of operations, non-Information technology systems failure in
the Registrants's  properties could lead to tenants attempting to withhold their
rent  payments,   which  could  materially  adversely  effect  the  Registrant's
business,  results  of  operations  and  financial  conditions  as a  result  of
increased  legal costs.  The  Registrant  believes that such material  effect is
primarily limited to items of a utility nature furnished by third parties to the
Registrant  and a wide universe of other  customers.  Included are such items as
electricity,  natural gas,  telephone  service,  and water, all of which are not
readily  susceptible to alternate  sources and which in all likelihood should be
available in some form. The Registrant has been unable to obtain assurances from
such  utility  companies as to their Year 2000  compliance,  and does not expect
that such assurances will be forthcoming.

Such  non-Information  technology systems failure could force tenants to use the
stairs in such  properties,  rather  than the  elevators.  However,  none of the
properties  owned  by the  Registrant  is a  high-rise  building  where  such an
elevator  failure could cause a material adverse effect to the operations of its
tenants, although such failure could make it impossible for any disabled tenants
or any disabled  customers to access such  properties.  Moreover,  as previously
discussed,  the  Registrant  may  suffer  adverse  effects  in  its  results  of
operations and financial condition as a result of utility or HVAC failures,  for
example.  Such events could lead the tenants of the Registrant to withhold rent,
in the event that the Registrant's  properties are not usable for their intended
purposes.  The Registrant does not believe that rent abatement would be a lawful
tenant remedy for short term obligations unless such failure extend for a period
of 30 consecutive  days.  The Registrant  intends to pursue its remedies for any
such breach of its rent  obligations by a Tenant  expeditiously  and to the full
extend permitted by law.

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

Consolidated  revenues  for the three month period ended June 30, 1999 and 1998,
are $929,911 and $899,041, respectively. Consolidated revenues for the six month
period ended June 30, 1999 and 1998 are $1,785,526 and $1,774,358, respectively.
Revenues  increased  $30,870 for the three month  period and $11,168 for the six
month period ended June 30, 1999 when compared to the prior period. Consolidated
revenues overall have increased primarily due to increases in escalation revenue
at Northeast Commerce Center and NorthCreek Office Park and to increases in base
rental revenue at NorthCreek  Office Park,  Countryside  Executive  Center,  and
Leawood Fountain Plaza.  These increases in revenue were offset by a significant
decrease in base rental income at Northeast  Commerce  Center.  During the three
month  periods  ended  June  30,  1999  and  1998,  consolidated  expenses  were
$1,007,020 and $873,271.  Consolidated  expenses for the six month periods ended
June 30, 1999 and 1998 were $1,882,709 and 1,688,703, respectively. Consolidated
expenses  increased  $133,749 and  $194,636 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 real estate tax expense  ($149,800),  repairs and
maintenance ($23,403),  and professional services ($9,180). These increases were
partially  offset by decreases in interest expense  ($13,712),  cleaning expense
($4,547),   parking  lot-landscaping  expense  ($10,017),  and  other  operating
expenses ($21,306). The increase in real estate expense is due to the tax appeal
fee  payment at  Countryside  as  mentioned  in the  property  comparisons.  The
increased  repairs and maintenance  expenses are due to common area improvements
made at NorthCreek  Office Park, as also mentioned  previously.  The decrease in
interest  expense can be attributed to increased  principal  payments from prior
comparison period.  The landscaping  expense decrease is due to the reduction in
contracted service at Countryside Executive Center, as addressed in the property
comparisons.  The decrease in other  operating  expenses is  primarily  due to a
decrease in common area related and fire/crime prevention expenses. The increase
of  $194,636  for the six month  period is due to  increases  in real estate tax
expense ($134,789),  repairs and maintenance  ($39,418),  professional  services
($33,660),  payroll ($10,523),  insurance ($3,404), and other operating expenses
($33,697).  These  increases  were  partially  offset by  decreases  in interest
expense  ($25,644),   depreciation/amortization   ($16,312),   cleaning  expense



                                      -12-

<PAGE>



($14,304), and landscaping ($6,702). The increase in real estate tax and repairs
and maintenance,  as well as the decreases in interest and landscaping have been
addressed  above in the three month  comparisons.  The increase in  professional
services can be attributed to an increase in  partnership  related  professional
services in the first quarter of 1999. The increase in payroll for the six month
period is due to additional  office personnel costs during 1st quarter 1999. The
increase  in  other  operating  expenses  for the  six  month  period  is due to
significant  increases in snow removal and vacancy related expense (primarily at
Northeast  Commerce  Center).  The decrease in cleaning is due to the absence of
monthly cleaning reimbursements to the former major tenant at Northeast Commerce
Center as mentioned in the property comparisons.

Results of Consolidated Operations 1998
---------------------------------------

Consolidated  revenues  for the three month  period ended June 30, 1998 and June
30, 1997, are $899,041 and $893,522, respectively. Consolidated revenues for the
six month  period  ended June 30, 1998 and June 30,  1997,  are  $1,774,358  and
$1,772,918,  respectively.  Revenues increased $5,519 for the three month period
and $1,440 for the six month  period  ended June 30,  1998 when  compared to the
prior period.  Consolidated revenues overall have remained relatively consistent
with prior  year,  due to  increased  revenues  at  NorthCreek  Office  Park and
Northeast  Commerce  Center,  in addition  to an  increase  in rent  concessions
recorded in 1998 that favor revenue,  partially offset by decreased  revenues at
Countryside  Executive  Center.  During the periods ended June 30, 1998 and June
30, 1997 consolidated expenses were $873,271 and $797,087. Consolidated expenses
for the six month period  ended June 30, 1998 and June 30, 1997 were  $1,688,073
and  $1,660,492,  respectively.  Consolidated  expenses  increased  $76,184  and
$27,581 for the three and six month periods  ended June 30, 1998 when  comparing
to prior periods. The increase in expenses for the three month period are due to
increases in depreciation  and amortization  ($40,367),  repairs and maintenance
($20,566),  and  other  operating  expenses  ($36,883),  partially  offset  by a
decrease in  professional  services  ($20,939).  The increase in other operating
expenses is primarily  due to increases  in the upkeep of tenant  common  areas,
fire/crime   prevention,   insurance  and  office  expenses.   The  decrease  in
professional  services  is due to  decreases  in  audit/tax,  legal,  and  other
professional  fees.  The  increase in expenses  for the six month  period can be
attributed to increases in real estate taxes ($34,672),  repairs and maintenance
($24,157),  parking lot ($5,474), and other operating expenses ($39,994).  These
increases  were  partially  offset by a decrease  in  professional  services  of
($77,311). The increase in real estate tax expense is primarily due to Northeast
Commerce Center.  The real estate tax for 1997 reflects a tax savings related to
1996 that is not a reoccurring  event. The six month increase in other operating
expenses  and decrease in  professional  services are due to the same reasons as
stated above for the three month comparison.

Inflation
---------

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


                                      -13-

<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, 1999          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  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)

                                      -15-