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, 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 N. Broadway, Ste. 1200, 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,      December 31,
                                                1998            1997
ASSETS:                                      (Unaudited)
                                             -----------    ------------

     Cash and cash equivalents              $  1,026,409   $  1,378,138
     Accounts receivable                         155,213        152,950
     Prepaid expenses and deposits                48,162         17,052
     Investment property, at cost:
         Land                                  2,618,857      2,618,857
         Buildings and Improvements           13,570,562     13,517,224
                                            ------------   ------------
                                              16,189,419     16,136,081
         Less accumulated depreciation        (4,462,026)    (4,194,255)
                                            ------------   ------------
                                              11,727,393     11,941,826
     Investment property-held for sale         2,804,649      2,802,714
                                            ------------   ------------
                                              14,532,042     14,744,540

     Prepaid and Deferred expenses - At
       amortized cost                            270,552        271,024
                                            ------------   ------------

                                            $ 16,032,378   $ 16,563,704
                                            ============   ============


LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses  $    167,717   $    480,609
     Accrued real estate taxes                   508,408        556,902
     Refundable tenant deposits                  197,833        148,774
     Mortgage note payable                     7,046,204      7,096,532
                                            ------------   ------------

                                               7,920,162      8,282,817

Partners' Equity                               8,112,216      8,280,887
                                            ------------   ------------

                                            $ 16,032,378   $ 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)
                                   -----------
<TABLE>
<CAPTION>
                                            Three Months Ended            Six Months Ended
                                           June 30,      June 30,      June 30,      June 30,
                                             1998          1997          1998          1997
                                           --------      --------      --------      --------

<S>                                     <C>            <C>           <C>           <C>

REVENUES:
     Rental and other income             $   899,041   $   893,028   $ 1,774,358   $ 1,771,994
     Interest                                      0           494             0           924
                                         -----------   -----------   -----------   -----------

                                             899,041       893,522     1,774,358     1,772,918
EXPENSES:
     Interest expense                        148,507       149,630       294,527       294,740
     Depreciation and amortization           183,867       143,500       378,743       376,223
     Real estate taxes                       153,452       157,048       307,488       272,816
     Property management fees paid to
         Nooney Inc.                          53,401        54,109       104,659       107,578
     Reimbursement to Nooney Inc. 
         for partnership management
         services and indirect expenses       10,000        10,000        20,000        20,000
     Repairs and maintenance                  66,140        45,574       110,633        86,476
     Professional services                    22,628        43,567        44,828       122,139
     Utilities                                34,470        34,406        72,242        69,559
     Payroll                                  24,140        25,193        46,722        51,469
     Cleaning                                 42,082        41,568        82,484        79,215
     Parking lot / landscaping expenses       37,970        32,761        47,035        41,561
     Other operating expenses                 96,614        59,731       178,712       138,716
                                         -----------   -----------   -----------   -----------

                                             873,271       797,087     1,688,073     1,660,492
                                         -----------   -----------   -----------   -----------

NET INCOME                               $    25,770   $    96,435   $    86,285   $   112,426
                                         ===========   ===========   ===========   ===========
NET INCOME PER LIMITED
     PARTNERSHIP UNIT                    $      1.34   $      4.96   $      4.49   $      5.79
                                         ===========   ===========   ===========   ===========

PARTNERS' EQUITY:
     Beginning of Period                 $ 8,341,402   $ 8,488,258   $ 8,280,887   $ 8,472,267
     Net Income                               25,770        96,435        86,287       112,426
     Cash Distribution to Partners          (254,956)     (127,484)     (254,956)     (127,484)
                                         -----------   -----------   -----------   -----------
     End of Period                       $ 8,112,216   $ 8,457,209   $ 8,112,216   $ 8,457,209
                                         ===========   ===========   ===========   ===========


<FN>
                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
</FN>
</TABLE>

                                       -3-

<PAGE>



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

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

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

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


                                                            Six Months Ended
                                                         June 30,      June 30,
                                                           1998          1997
                                                           ----          ----

CASH FLOWS FROM OPERATING ACTIVITIES
     Net Income                                       $    86,285   $   112,426
     Adjustments to reconcile net income to net cash
         provided by operating activities:
             Depreciation and amortization                378,743       376,223

     Changes in assets and liabilities:
         Increase in accounts receivable                   (2,263)      (43,008)
         Increase in prepaid expenses and deposits        (31,110)      (17,582)
         Increase in deferred assets                      (49,314)      (33,288)
         Decrease in accounts payable                    (312,892)      (50,689)
         Decrease in accrued real estate taxes            (48,494)      (87,227)
             Increase in refundable tenant deposits        49,059        12,482
                                                      -----------   -----------

             Total Adjustments                            (16,271)      156,911
                                                      -----------   -----------

             Net cash provided by operating activities     70,014       269,337
                                                      -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
     Additions to investment property                    (116,459)      (80,771)
                                                      -----------   -----------


CASH FLOWS FROM FINANCING ACTIVITIES -
     Cash distributions to partners                      (254,956)     (127,484)
     Payments on mortgage notes payable                   (50,328)      (46,734)
                                                      -----------   -----------

         Net cash used in financing activities           (305,284)     (174,218)
                                                      -----------   -----------

NET (DECREASE) INCREASE IN CASH AND                      (351,729)       14,348
          CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS, beginning of period          1,378,138     1,323,026
                                                      -----------   -----------

CASH AND CASH EQUIVALENTS, end of period              $ 1,026,409   $ 1,337,374
                                                      ===========   ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during year for interest      $   294,527   $   294,740
                                                      ===========   ===========



                 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, 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 June 30,  1998 and for all periods  presented
have been made.  The results of  operations  for the three and six month periods
ended June 30, 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 and six month  periods
ended June 30, 1998 and 1997 was computed  based on 19,221 units,  the number of
units outstanding during the periods.

NOTE E:

Effective  January  1, 1998,  the  Registrant  adopted  Statement  of  Financial
Accounting   Standards  No.  130,   "Reporting   Comprehensive   Income,"  which
established  standards for the reporting and display of comprehensive income and
its components.  The adoption of this statement did not affect the  Registrant's
consolidated financial statements for the three and six month periods ended June
30, 1997 and 1998.

                                       -5-

<PAGE>



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

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

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

Cash on hand as of June 30,  1998,  is  $1,026,409  a decrease of $351,729  when
compared to the year ended December 31, 1997. During the six month period ending
June 30, 1998, net cash provided by operating  activities was $70,014.  Cash was
used for capital and tenant  improvements  in the amount of $116,459 and payment
on mortgage notes payable in the amount of $50,328.  Cash  distributions paid to
partners during the quarter was $254,956. 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:

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

NorthCreek Office Park                  $      0       $ 72,100       $ 72,100
Tower Industrial Building                      0              0              0
Northeast Commerce Center                      0         16,748         16,748
Countryside Executive Center              11,800        134,499        146,299
Leawood Fountain Plaza (24%)               6,096         31,399         37,495
                                        --------       --------       --------
                                        $ 17,896       $254,746       $272,642
                                        ========       ========       ========

Leasing Capital at the four properties includes funds for tenant alterations and
lease  commissions  for new and renewal  tenants.  Other Capital at  Countryside
Executive  Center  consists of the  expenditure of new property  signage.  Other
Capital at Leawood Fountain Plaza consists of sidewalk curb replacements, carpet
replacement in three buildings' hallways, as well as coach lamp 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.  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.









                                       -6-

<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 1998
----------------
Revenues           $ 333,173  $  49,734  $ 178,701   $ 254,103   $  74,310
Expenses             305,900     25,371    197,895     279,787      65,309
                   ---------  ---------  ---------   ---------   ---------
Net Income (Loss)  $  27,273  $  24,363  $ (19,194)  $ (25,684)  $   9,001
                   =========  =========  =========   =========   =========


2nd Quarter 1997
----------------
Revenues           $ 327,131  $  50,011  $ 175,240   $ 275,563   $  73,886
Expenses             279,389     28,387    144,447     243,750      67,018
                   ---------  ---------  ---------   ---------   ---------
Net Income (Loss)  $  47,742  $  21,624  $  30,793   $  31,813   $   6,868
                   =========  =========  =========   =========   =========

At  NorthCreek  Office Park net income for the  quarter  ended June 30, 1998 was
$27,273  compared to net income of $47,742 in 1997.  Revenues  increased  $6,042
when comparing the two quarters. This increase can be attributed to increases in
both  base  rental  and  escalation  income.  Expenses  increased  $26,511  when
comparing  the two  quarters.  This  increase  can  primarily be  attributed  to
increases in  depreciation  and  amortization  expense  ($22,371) and fire/crime
prevention  ($3,761).  The increase in depreciation  and  amortization is due to
additional property.

Operating results at Tower Industrial  Building remained  relatively stable when
comparing  the quarter  ended June 30, 1998 to the quarter  ended June 30, 1997.
The  increase  in net  income of  $2,739  when  comparing  the two  quarters  is
primarily  due to a decrease in real estate tax expense of $2,312.  The property
continues to operate as anticipated.

For the quarter  ended June 30, 1998 and 1997,  revenues at  Northeast  Commerce
Center were  $178,701 and  $175,240,  respectively.  The increase in revenues of
$3,461  can  be  attributed   to  increases  in  rental   income   ($9,333)  and
miscellaneous  income ($3,067),  partially offset by a decrease in escalation of
($8,939).  The property's expenses for the quarter ended June 30, 1998 and 1997,
were $197,895 and $144,447, respectively. The increase in expenses of $53,448 is
attributable to increases in depreciation  and amortization  expense  ($25,833),
electric ($1,293), fire/crime prevention ($5,594), parking lot ($4,924), repairs
and maintenance  ($8,781),  real estate taxes ($4,153),  office expense ($1,468)
and  legal  expense  ($1,905).  The  repairs  and  maintenance  increase  can be
attributed to extensive heating,  ventilation,  and air-conditioning repairs and
replacement.

Revenues at  Countryside  Executive  Center were  $254,103 for the quarter ended
June 30, 1998 and $275,563 for the quarter ended June 30, 1997.  The decrease in
revenue of $21,460 when comparing the two periods,  is attributable to decreases
in  miscellaneous  rental  income  ($43,608)  and  escalation  income  ($4,937),
partially offset by an increase in base rental income of ($27,084). The decrease
in miscellaneous rental income is due to second quarter 1997 reflecting payments
related to  holdover  rent  received  from a prior major  tenant.  This is not a
reoccurring  event.  The  increase in base  rental  income is due to the overall
increase in the occupancy level.  Expenses at Countryside  Executive Center were
$279,787 and  $243,750  for the quarters  ended June 30, 1998 and June 30, 1997,


                                       -7-

<PAGE>



respectively.  This  increase  in expenses  of $36,037  can be  attributable  to
increases in amortization  expense ($13,871),  the upkeep of tenant common areas
($14,422),  parking lot ($1,762), repairs and maintenance ($12,301), real estate
taxes ($3,311),  and payroll ($3,360).  These increases were partially offset by
decreases in cleaning ($1,694), water ($2,876),  professional services ($4,978),
and vacancy expense ($3,097).  The increase in amortization is due to additional
tenant  alterations and lease commission  attributable to occupancy status.  The
increase  in  tenant  common  areas  is  due  to new  tenant  directory  signage
($15,000).  The final  significant  increase,  repairs and  maintenance,  can be
attributable to additional  handyman expenses and interior work related to a new
fiber optic phone room.

At Leawood  Fountain  Plaza,  net income for the quarter ended June 30, 1998 and
the quarter ended June 30, 1997 was $9,001 and $6,868,  respectively,  resulting
in an increase in net income of $2,133.  Revenues for the quarter ended June 30,
1998 and June 30, 1997 were  $74,310 and  $73,886,  a minimal  increase of $424.
Although  overall  revenue  remained  consistent  with prior year,  there was an
increase  in base  rental  income of $5,300,  partially  offset by a decrease in
escalation of $4,867.

The occupancy levels at June 30 are as follows:

                                                Occupancy levels as of June 30,
                                                -------------------------------
         Property                                1998        1997        1996
         --------                                ----        ----        ----

NorthCreek Office Park                            95%         97%         99%
Tower Industrial Building                        100%        100%        100%
Northeast Commerce Center                         94%         87%         87%
Countryside Executive Center                      71%         52%         72%
Leawood Fountain Plaza (24%)                      94%         90%         93%

Leasing  activity  during the second  quarter of 1998 at NorthCreek  Office Park
consisted of one new tenant signing a lease for 2,146 square feet, three tenants
renewing their leases for 2,676 square feet and one tenant vacating 2,528 square
feet.  Occupancy  remained  stable at 95%.  The office park has one major tenant
with two leases that comprise 26% and 7% of the available  space which expire in
December 2003 and December 1998 respectively.

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

At Northeast  Commerce  Center there was no leasing  activity  during the second
quarter and the  property  remains 94%  occupied.  The  property has three major
tenants  who occupy  50%,  18% and 11% of the  property  with leases that expire
December 1998, October 1999, and June 2001,respectively.  The tenant whose lease
expires  December 1998 has notified the Registrant that they will be vacating as
of Novemeber 1998 pursuant to an early cancellation  option they have exercised.
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 which will
be vacated.

Occupancy at Countryside  Executive  Center increased from 69% to 71% during the
second quarter 1998.  Leasing activity  consisted of the Registrant  signing one
new lease with a tenant for 3,656 square feet, two tenants vacating 1,509 square
feet and one tenant  vacating  1,457  square  feet.  The  property  has no major
tenants who occupy more than 10% of the available space.

During the second quarter of 1998,  leasing  activity at Leawood  Fountain Plaza
resulted in an increase in occupancy from 90% to 94%. The Registrant  signed new

                                       -8-

<PAGE>



leases  with two tenants for 3,149  square  feet and two tenants  renewed  their
leases for 2,500 square feet.  The property has two major tenants  occupying 10%
and 11% of the available space on leases which expire in July 1999 and July 1998
respectively.  The tenant  whose lease  expired in July 1998 is working with the
Registrant  on a long  term  renewal  and  an  expansion  of  their  space.  The
Registrant anticipates signing a new lease with this tenant in August 1998.

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

The  Registrant  believes  that  the  impact  of the year  2000  will not have a
material  impact on future  results.  The  management  company  employed  by the
Registrant  utilizes various computer  software packages as tools in running its
accounting  operations.  The Registrant's  properties are maintained on software
provided by a third party. The management company has received  information from
that company indicating that the main software program has all its core products
already  compatible with 2000 dates and that these have been proven in the field
for over five years.  A few of the add on products  that are not critical to the
management  company's business are in the process of being updated and the third
party vendor anticipates compliance by the end of 1998.

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.

Results of Consolidated Operations 1997
---------------------------------------

Consolidated  revenues  for the three month  period ended June 30, 1997 and June
30, 1996, are $893,522 and $878,216, respectively. Consolidated revenues for the
six month  period  ended June 30, 1997 and June 30,  1996,  are  $1,772,918  and
$1,657,352,  respectively. Revenues increased $15,306 for the three month period
and $115,566  for the six month period ended June 30, 1997 when  compared to the
prior periods.  The increase in revenue is mainly  attributable  to increases in


                                       -9-

<PAGE>



base rental revenue and escalation revenue at Northeast Commerce Center.  During
the period ended June 30, 1997 and June 30,  1996,  consolidated  expenses  were
$797,087 and $839,876. Consolidated expenses for the six month period ended June
30,  1997 and June 30,  1996,  were  $1,660,492  and  $1,714,086,  respectively.
Consolidated  expenses decreased $42,789 and $53,594 for the three and six month
periods ended June 30, 1997 when compared to the prior periods.  The decrease in
expenses  for both the  three  and six  month  period  are due to  decreases  in
interest  expense,  real estate taxes, and other operating  expenses,  partially
offset by increases in professional services.

Inflation
---------

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


PART II.   OTHER INFORMATION

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

     (a) Exhibits

         See Exhibit Index 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:        August 14, 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-