SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    ---------

                                    FORM 10-Q


        (Mark One)
_X_     QUARTERLY REPORT  PURSUANT  TO SECTION  13 OR  15(d) OF  THE  SECURITIES
        EXCHANGE ACT OF 1934

For the quarter period ended         March 31, 1998
                            ----------------------------------------------------

                                       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.)

500 North Broadway, St. Louis, Missouri                           63102
--------------------------------------------           -------------------------
 (Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code           (314) 206-4600
                                                       -------------------------

             7701 Forsyth Boulevard, Suite 700, St. Louis, MO 63105
--------------------------------------------------------------------------------
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
                                 --------------


                                                      March 31,     December 31,
                                                        1998            1997
ASSETS:                                              (Unaudited)
                                                     -----------     -----------

     Cash and cash equivalents                       $ 1,128,339     $ 1,378,138
     Accounts receivable                                 107,591         152,950
     Prepaid expenses and deposits                        15,715          17,052
     Investment property, at cost:
         Land                                          2,618,857       2,618,857
         Buildings and Improvements                   13,554,848      13,517,224
                                                     -----------     -----------
                                                      16,173,705      16,136,081
         Less accumulated depreciation                 4,327,498       4,194,255
                                                     -----------     -----------
                                                      11,846,207      11,941,826
     Investment property-held for sale                 2,792,512       2,802,714
                                                     -----------     -----------
                                                      14,638,719      14,744,540

     Deferred expenses - At amortized cost               284,842         271,024
                                                     -----------     -----------

                                                     $16,175,206     $16,563,704
                                                     ===========     ===========

LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses           $   119,198     $   480,609
     Accrued real estate taxes                           446,688         556,902
     Refundable tenant deposits                          196,549         148,774
     Mortgage note payable                             7,071,368       7,096,532
                                                     -----------     -----------

                                                       7,833,803       8,282,817

Partners' Equity                                       8,341,403       8,280,887
                                                     -----------     -----------

                                                     $16,175,206     $16,563,704
                                                     ===========     ===========



                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS


                                       -2-

<PAGE>



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

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

                  STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
                  ---------------------------------------------

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

                                                          Three Months Ended
                                                       March 31,       March 31,
                                                         1998            1997
                                                      ----------      ----------
REVENUES:
     Rental and other income                          $  875,317      $  878,966
     Interest                                                  0             430
                                                      ----------      ----------

                                                         875,317         879,396
EXPENSES:
     Interest Expense                                    146,020         145,110
     Depreciation and amortization                       194,876         232,723
     Real estate taxes                                   160,757         115,768
     Property management fees paid to
         Nooney Inc.                                      51,257          53,469
     Reimbursement to Nooney Inc. 
         for partnership management
         services and indirect expenses                   10,000          10,000
     Repairs & Maintenance                                44,277          49,702
     Professional Services                                22,199          78,572
     Utilities                                            37,771          35,153
     Payroll                                              22,583          26,276
     Cleaning                                             40,868          37,647
     Insurance                                            15,463          15,687
     Snow Removal                                         17,918          27,744
     Other operating expenses                             50,812          35,554
                                                      ----------      ----------

                                                         814,801         863,405
                                                      ----------      ----------

NET INCOME                                            $   60,516      $   15,991
                                                      ==========      ==========

NET INCOME PER LIMITED
     PARTNERSHIP UNIT                                 $     3.12      $      .82
                                                      ==========      ==========

PARTNERS' EQUITY:
     Beginning of Period                              $8,280,887      $8,472,267
     Net Income                                           60,516          15,991
                                                      ----------      ----------

     End of Period                                    $8,341,403      $8,488,258
                                                      ==========      ==========



                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS


                                       -3-

<PAGE>



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

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

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

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

                                                         Three Months Ended
                                                       March 31,      March 31,
                                                         1998           1997
                                                     -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES
     Net Income                                      $    60,516    $    15,991
     Adjustments to reconcile net income to 
       net cash provided by (used in) operating
       activities:
           Depreciation and amortization                 194,876        232,723


     Changes in assets and liabilities:
         Decrease in accounts receivable                  45,359         25,095
         Decrease (Increase) in prepaid 
          expenses & deposits                              1,337        (12,953)
         Increase in deferred assets                     (38,137)       (18,459)
         Decrease in accounts payable                   (361,411)       (17,785)
         Decrease in accrued real estate taxes          (110,214)      (146,597)
         Increase in refundable tenant deposits           47,775          7,517
                                                     -----------    -----------

             Total Adjustments                          (220,415)        69,541
                                                     -----------    -----------

             Net cash provided by (used in) 
              operating activities                      (159,899)        85,532
                                                     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
     Additions to investment property                    (64,736)        (7,483)
                                                     -----------    -----------


CASH FLOWS FROM FINANCING ACTIVITIES -
     Payments on mortgage notes payable                  (25,164)       (23,367)
                                                     -----------    -----------


NET (DECREASE) INCREASE IN CASH
     AND CASH EQUIVALENTS                               (249,799)        54,682

CASH AND CASH EQUIVALENTS, beginning of period         1,378,138      1,326,026
                                                     -----------    -----------

CASH AND CASH EQUIVALENTS, end of period             $ 1,128,339    $ 1,377,708
                                                     ===========    ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during year for interest     $   146,020    $   145,110



                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS


                                       -4-

<PAGE>



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

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

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                     ---------------------------------------

                   THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                   ------------------------------------------


NOTE A:

Refer to the Registrant's  financial  statements for the year ended December 31,
1997, which are contained in the Registrant's  Annual Report on Form 10-K, for a
description of the accounting policies which have been continued without change.
Also, refer to the footnotes to those  statements for additional  details of the
Registrant's  financial  condition.  The details in those notes have not changed
except as a result of normal transactions in the interim periods.

NOTE B:

The financial statements include only those assets, liabilities,  and results of
operations  of the partners  which relate to the business of Nooney  Income Fund
Ltd. II, L.P. The  statements do not include  assets,  liabilities,  revenues or
expenses attributable to the partners' individual  activities.  No provision has
been  made for  federal  and  state  income  taxes  since  these  taxes  are the
responsibility  of the  individual  partners.  In  the  opinion  of the  general
partners,  all  adjustments  (which include only normal  recurring  adjustments)
necessary to present  fairly the financial  position,  results of operations and
changes in  financial  position at March 31, 1998 and for all periods  presented
have been made. The results of operations for the three-month period ended March
31, 1998 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 months ended March 31,
1998  and  1997  was  computed  based  on  19,221  units,  the  number  of units
outstanding during the periods.


                                       -5-

<PAGE>



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

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

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

Cash and cash  equivalents  on hand as of  March  31,  1998,  is  $1,128,339,  a
decrease of ($249,799)  when compared to year end December 31, 1997.  During the
quarter, net cash used in operating  activities was $159,899.  Cash was used for
payment of tenant improvements in the amount of $64,736 and payments on mortgage
notes payable of $25,164.  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 1998. The anticipated
capital expenditures by property are as follows:

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

NorthCreek Office Park                    $ 83,000        $ 11,000      $ 94,000
Tower Industrial Building                        0               0             0
Northeast Commerce Center                   49,786               0        49,786
Countryside Executive Center               141,473          38,000       179,473
Leawood Fountain Plaza (24%)                36,600           6,096        42,696
                                          --------        --------      --------
                                          $310,859        $ 55,096      $365,955
                                          ========        ========      ========

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  sidewalk  replacement,  carpet  replacement in
three building  hallways,  and new exterior lighting.  At Countryside  Executive
Center,  Other Capital relates to the  installation of a new irrigation  system,
new property  signage,  and new conference room furniture.  At NorthCreek Office
Park, the Other Capital consists of wallcovering replacement.

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.

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.

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

The results of operations for the Registrant's properties for the quarters ended
March  31,  1998 and 1997 are  detailed  in the  schedule  below.  Expenses  and
revenues of the Registrant are excluded.


                                       -6-

<PAGE>



                                   Tower     Northeast   Countryside   Leawood
                   NorthCreek   Industrial   Commerce     Executive   Fountain
                   Office Park   Building     Center       Center    Plaza (24%)
                   -----------   --------     ------       ------    -----------
  1998
  ----

Revenues            $ 347,904   $  50,153   $ 165,800    $ 221,282    $  66,590
Expenses              298,191      26,185     170,405      259,923       63,402
                    ---------   ---------   ---------    ---------    ---------

Net Income (Loss)   $  49,713   $  23,968   $  (4,605)   $ (38,641)   $   3,188
                    =========   =========   =========    =========    =========

  1997
  ----

Revenues            $ 337,992   $  50,011   $ 164,821    $ 264,071    $  74,249
Expenses              326,017      24,767     137,538      237,100       63,981
                    ---------   ---------   ---------    ---------    ---------

Net Income          $  11,975   $  25,244   $  27,283    $  26,971    $  10,268
                    =========   =========   =========    =========    =========


Revenues at  NorthCreek  Office  Park  increased  $9,912 or 2.9% when  comparing
quarter  end March 31, 1998 to the first  quarter  ended  March 31,  1997.  This
increase  can be  primarily  attributed  to an  increase  in  escalation  income
($17,209  due to higher  tenant  billings  based on the 1997  reconciliation  of
reimbursable  expenses ,  partially  offset by a decrease in base rental  income
($6,623).  Expenses decreased from $326,017 for the quarter ended March 31, 1997
to $298,191 for the quarter  ended March 31, 1998.  This 8.5% decrease is mainly
attributable to decreases in depreciation  and amortization  expense  ($36,800),
partially  offset by increases in repairs and maintenance  expense  ($6,522) and
electric expense ($1,762).

Operating  results at Tower Industrial  Building for the quarter ended March 31,
1998 and 1997 remained relatively stable.

Revenues at Northeast  Commerce  Center were $165,800 at the quarter ended March
31, 1998 and $164,821 for the quarter  ended March 31,  1997.  Although  overall
revenue  remained  consistent  with prior  year,  there was an  increase in base
rental income of ($9,333),  partially offset by a decrease in escalation  income
of ($7,671).  Expenses for the quarters ending March 31, 1998 and March 31, 1997
were  $170,405 and $137,538,  respectively.  The 24% increase in expenses can be
attributable to increases in real estate taxes ($42,867), heating,ventilation, &
air  conditioning  ($3,321),  and  amortization  expense  ($6,558),   offset  by
decreases in depreciation  expense ($16,793) and payroll expense  ($1,965).  The
increase  in  real  estate  tax is due to the  quarter  ending  March  31,  1997
reflected a 1996 tax savings not realized  until 1997,  while the quarter ending
March 31, 1998 reflect current expense only.

At  Countryside  Executive  Center,  revenues were $221,282 and $264,071 for the
quarters  ended  March  31,  1998 and  March 31,  1997,  respectively.  Revenues
decreased 16.2% or $42,789 due to decreases in  miscellaneous  income  ($52,372)
which can be attributable to a major tenant paying double rent during a holdover
period for the first quarter of 1997 and escalation  income  ($5,259).  This was
offset by increases in base rental income from tenants ($14,408), cross easement
income ($2,675) and debt recovery ($1,353). Operating expenses increased 9.6% or


                                       -7-

<PAGE>



$22,823 when comparing the two years. The expenses which increased  include real
estate taxes ($3,311) and amortization expense ($31,467), offset by decreases in
snow removal ($9,409) and management fees ($2,567). The increase in amortization
expense is due to an  additional  $185,000  of tenant  alteration  assets  added
subsequent to the quarter ending March 31, 1997.

At Leawood Fountain Plaza,  revenues  decreased 10.3% or $7,659. The decrease in
income can be  attributable  to  decreases  in  escalation  income  ($7,682) and
miscellaneous income ($1,520),  partially offset by an increase in rental income
($1,968). Operating expenses remained stable when comparing the two periods.

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

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

      Property                                    1998        1997        1996
      --------                                    ----        ----        ----

NorthCreek Office Park                             95%         98%         96%
Tower Industrial Building                         100%        100%        100%
Northeast Commerce Center                          94%         87%         61%
Countryside Executive Center                       69%         59%         70%
Leawood Fountain Plaza (24%)                       90%         88%         91%

During the first quarter of 1998,  leasing  activity at  NorthCreek  Office Park
consisted of two tenants  signing  leases for a total of 7,292 square feet,  one
tenant  renewing their lease for 2,528 square feet and one tenant vacating 1,900
square feet.  NorthCreek  Office Park has one major tenant which occupies spaces
under two leases which  together  comprise  36% of the  available  space.  These
leases expire in December 1998 and December 2003.

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

At  Northeast  Commerce  Center,  occupancy  remained  94% during  the  quarter.
Occupancy  improved  from the first  quarter of 1997 as  detailed  in the annual
report  filed for this  Registrant.  The  property  has three major  tenants who
occupy 50%, 18% and 10% of the available  spaces.  Their leases expire  December
31, 1998, October 31, 1999, and June 13, 2001, respectively.

At  Countryside  Executive  Center,  leasing  activity  during the first quarter
consisted of three new tenants  occupying  4,036  square feet and three  tenants
vacating  7,080 square  feet.  The  Registrant  continues to work with the local
brokerage firm to market the property and improve the occupancy.

During the first quarter of 1998,  occupancy at Leawood Fountain Plaza increased
to 90%. Leasing activity  consisted of two tenants  occupying 1,140 square feet.
There was no other  leasing  activity.  Interest  in  leasing  space at  Leawood
Fountain  Plaza  has  been  strong  and  the  Registrant  anticipates  occupancy
increasing  during the second quarter.  The property has two major tenants,  one
who occupies  approximately  11% of the  available  space whose lease expires in
July  1998 and a second  major  tenant  who  occupies  approximately  10% of the
available  space whose lease expires in July 1999.  The  Registrant  has been in
ongoing  negotiations  with the  tenant  whose  lease  expires  in July 1998 and
anticipates executing a renewal document during the second quarter.


                                       -8-

<PAGE>



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

For the  quarter  ended  March 31,  1998,  consolidated  revenues  are  $875,317
compared  to  $879,396  for the  quarter  ended  March 31,  1997.  Revenues at a
consolidated  level  remained  relatively  stable with less than a 1%  decrease.
Consolidated  expenses for the quarters ending March 31, 1998 and March 31, 1997
are $814,801 and $863,405,  respectively.  The $48,604 decrease in expenses is a
result  of  a  combination  of  factors.   Significant   decreases  occurred  in
depreciation and amortization expense, repairs and maintenance expense, and snow
removal. These decreases were partially offset by consolidated increases in real
estate tax expense and other  operating  expenses as explained  individually  by
property above.

Results of Consolidated Operation 1997
--------------------------------------

For the  quarter  ended  March 31,  1997,  consolidated  revenues  are  $879,396
compared to $764,526  for the quarter  ended  March 31,  1996.  The  increase in
revenues of $114,870 can be  attributable  to increases in revenues at Northeast
Commerce Center ($55,629),  Countryside Executive Center ($41,050),  and Leawood
Fountain Plaza ($8,944). Consolidated expenses for the quarters ending March 31,
1997 and March 31, 1996 are  $863,405  and  $859,600,  respectively.  The slight
increase in expenses is a result of a combination of factors.  Interest  expense
decreased slightly,  depreciation and amortization increased,  real estate taxes
decreased,  property  management  fees  increased and other  operating  expenses
decreased.

Inflation
---------

The effects of inflation  did not have a material  impact upon the  Registrant's
operation  in  fiscal  l997  and are  not  expected  to  materially  affect  the
Registrant's operation in l998.


                                       -9-

<PAGE>



PART II.   OTHER INFORMATION

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


                  (a) Exhibits

                      See Exhibit Index on Page 11

                  (b) Reports on Form 8-K

                      None



                                   SIGNATURES
                                   ----------

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


                                      NOONEY INCOME FUND LTD. II, L.P.


Date:   May 15, 1998                  By:   Nooney Income Investments Two, Inc.
                                            General Partner


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


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


                                      BEING A MAJORITY OF THE DIRECTORS


                                      -10-

<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)


                                      -11-