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, 2000
                               -------------------------------------------------

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

--------------------------------------------------------------------------------
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,
                                                        2000       December 31,
                                                     (Unaudited)       1999
ASSETS:                                             ------------   ------------

     Cash and cash equivalents                      $  1,354,006   $  1,190,211
     Accounts receivable                                 432,331        257,599
     Prepaid expenses and deposits                        45,855         24,430
     Investment property, at cost:
         Land                                          2,618,857      2,618,857
         Buildings and improvements                   14,039,176     13,997,112
                                                    ------------   ------------
                                                      16,658,033     16,615,969
         Less accumulated depreciation                (5,392,177)    (5,162,333)
                                                    ------------   ------------
                                                      11,265,856     11,453,636
     Investment property-held for sale                 2,847,660      2,860,890
                                                    ------------   ------------
                                                      14,113,516     14,314,526

     Prepaid and deferred expenses - at
       amortized cost                                    368,077        321,834
                                                    ------------   ------------

                                                    $ 16,313,785   $ 16,108,600
                                                    ============   ============


LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses          $    165,434   $    174,137
     Accrued real estate taxes                           388,694        485,507
     Refundable tenant deposits                          269,174        250,231
     Mortgage note payable                             6,813,723      6,871,246
                                                    ------------   ------------

                                                       7,637,025      7,781,121

Partners' equity                                       8,676,760      8,327,479
                                                    ------------   ------------

                                                    $ 16,313,785   $ 16,108,600
                                                    ============   ============


                 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,
                                                    2000         1999          2000         1999
                                                 -----------  -----------   -----------  -----------

<S>                                              <C>          <C>           <C>          <C>
REVENUES:
     Rental and other income                     $ 1,107,626  $   929,911   $ 2,049,773  $ 1,785,526
     Interest                                          1,063            0         2,447            0
                                                 -----------  -----------   -----------  -----------
                                                   1,108,689      929,911     2,052,220    1,785,526
EXPENSES:
     Interest expense                                154,207      134,795       300,946      268,883
     Depreciation and amortization                   202,175      181,390       401,607      362,431
     Real estate taxes                               126,823      303,252       257,738      442,277
     Property management fees paid to
         American Spectrum Midwest                    65,705       55,345       122,155      106,241
     Reimbursement to American Spectrum Midwest
         for partnership management
         services and indirect expenses               10,000       10,000        20,000       20,000
     Repairs and maintenance                          54,276       89,543       100,799      150,051
     Professional services                            29,874       31,808        60,397       78,488
     Utilities                                        38,887       32,427        87,603       72,767
     Payroll                                          29,284       26,569        59,416       57,245
     Cleaning                                         37,477       37,535        74,994       68,180
     Insurance                                        14,296       19,678        30,423       37,449
     Parking lot / landscaping expenses               28,252       27,953        41,234       40,333
     Other operating expenses                         49,566       56,725       145,627      178,364
                                                 -----------  -----------   -----------  -----------

                                                     840,822    1,007,020     1,702,939    1,882,709
                                                 -----------  -----------   -----------  -----------

NET INCOME (LOSS)                                $   267,867  $   (77,109)  $   349,281  $   (97,183)
                                                 ===========  ===========   ===========  ===========
NET INCOME  (LOSS) PER LIMITED
     PARTNERSHIP UNIT                            $     13.80  $     (3.97)  $     17.99  $     (5.01)
                                                 ===========  ===========   ===========  ===========

PARTNERS' EQUITY:
     Beginning of period                         $ 8,408,893  $ 8,242,469   $ 8,327,479  $ 8,262,543
     Net income (loss)                               267,867      (77,109)      349,281      (97,183)
                                                 -----------  -----------   -----------  -----------
     End of period                               $ 8,676,760  $ 8,165,360   $ 8,676,760  $ 8,165,360
                                                 ===========  ===========   ===========  ===========
</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,
                                                          2000          1999
                                                      -----------   -----------

CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                                $   349,281   $   (97,184)
     Adjustments to reconcile net income (loss) to
         net cash provided by operating activities:
             Depreciation and amortization                401,607       362,431

     Changes in assets and liabilities:
         (Increase) decrease  in accounts receivable     (174,732)        2,288
         Increase in prepaid expenses and deposits        (21,425)      (28,225)
         Increase in deferred assets                      (99,824)      (21,521)
         (Decrease) increase in accounts payable           (8,703)       63,888
         (Decrease) increase in accrued real
           estate taxes                                   (96,813)       62,001
         Increase in refundable tenant deposits            18,943        20,620
                                                      -----------   -----------

             Total adjustments                             19,053       461,482
                                                      -----------   -----------

             Net cash provided by operating
               activities                                 368,334       364,299
                                                      -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
     Additions to investment property                    (147,016)     (292,362)
                                                      -----------   -----------


CASH FLOWS FROM FINANCING ACTIVITIES -
     Payments on mortgage notes payable                   (57,523)      (57,522)
                                                      -----------   -----------


NET INCREASE IN CASH AND                                  163,795        14,415
     CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, beginning of period          1,190,211     1,249,605
                                                      -----------   -----------

CASH AND CASH EQUIVALENTS, end of period              $ 1,354,006   $ 1,264,020
                                                      ===========   ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during year for interest      $   300,946   $   268,883
                                                      ===========   ===========



                 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, 2000 AND 1999
                -------------------------------------------------


NOTE A:

Refer to the Registrant's  financial  statements for the year ended December 31,
1999, 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,  2000 and for all periods  presented
have been made.  The results of  operations  for the three and six month periods
ended June 30, 2000, are not necessarily  indicative of the results which may be
expected for the entire year.

NOTE C:

The Registrant's  properties are managed by American  Spectrum Midwest (formerly
Nooney,  Inc.), a  wholly-owned  subsidiary of CGS Real Estate  Company.  Nooney
Income Investments Two, Inc., a general partner, is a wholly-owned subsidiary of
S-P  Properties,  Inc. S-P Properties,  Inc is a wholly-owned  subsidiary of CGS
Real Estate Company.

NOTE D:

The earnings per limited  partnership  unit for the three and six month  periods
ended June 30, 2000 and 1999 was computed  based on 19,221 units,  the number of
units outstanding during the periods.

NOTE E:

CGS is  continuing  the  process  of  developing  a plan  pursuant  to which the
properties  owned by the  Registrant  would be combined  with the  properties of
other real estate partnerships managed by CGS and its affiliates.  These limited
partnerships own office properties, industrial properties, shopping centers, and
residential apartment properties.  It is expected that the acquiror would in the
future qualify as a real estate investment trust. Limited partners would receive
shares of  common  stock in the  acquiror  which  would be listed on a  national
securities exchange or the NASDAQ national market system.



                                       -5-

<PAGE>



NOTE F:

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

NOTE G:

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  write  downs,  general  and  administrative   expenses,   unusual  and
extraordinary items, and interest.
                                   Three Months Ended       Six Months Ended
                                         June 30,               June 30,
                                     2000       1999        2000        1999
                                     ----       ----        ----        ----
Revenues:
   Leawood Fountain Plaza (24%)  $   86,905  $   84,674  $  170,672  $  168,985
   Tower Industrial                  54,970      50,450     105,754     100,900
   Countryside Executive Center     463,640     277,023     801,837     537,603
   Northeast Commerce Center        116,779     128,059     218,046     220,237
   NorthCreek Office Park           372,786     382,209     739,616     741,875
                                 ----------  ----------  ----------  ----------
                                  1,095,080     922,415   2,035,925   1,769,600
                                 ==========  ==========  ==========  ==========

Operating Profit:
   Leawood Fountain Plaza (24%)  $   19,315  $   12,226  $   40,816  $   28,097
   Tower Industrial                  22,514      22,676      43,591      46,398
   Countryside Executive Center     192,476    (133,232)    256,547    (113,152)
   Northeast Commerce Center        (24,122)    (36,354)    (86,464)   (150,445)
   NorthCreek Office Park            80,749      55,387     150,970     101,554
                                 ----------  ----------  ----------  ----------
                                    290,932     (79,297)    405,460     (87,548)
                                 ==========  ==========  ==========  ==========

Capital Expenditures:
   Leawood Fountain Plaza (24%)  $   32,474  $    2,400  $   33,362  $    6,560
   Tower Industrial                       0     147,048           0     150,898
   Countryside Executive Center       8,052      38,098      43,668      54,472
   Northeast Commerce Center         17,977      41,865      17,977      47,725
   NorthCreek Office Park             3,794       5,762      52,009      32,707
                                 ----------  ----------  ----------  ----------
                                     62,297     235,173     147,016     292,362
                                 ==========  ==========  ==========  ==========

Depreciation and Amortization:
   Leawood Fountain Plaza (24%)  $   15,426  $   22,863  $   30,200  $   46,754
   Tower Industrial                  10,859      10,838      22,863      21,250
   Countryside Executive Center      44,631      30,505      85,926      62,689
   Northeast Commerce Center         53,842      65,422     106,496     128,161
   NorthCreek Office Park            77,417      90,129     156,123     180,315
                                 ----------  ----------  ----------  ----------
                                    202,175     219,757     401,607     439,169
                                 ==========  ==========  ==========  ==========






                                       -6-

<PAGE>



Assets:
                                          June 30, 2000       December 31, 1999
                                          -------------       -----------------

     Leawood Fountain Plaza (24%)           $   973,179             $   946,803
     Tower Industrial                           999,019                 985,935
     Countryside Executive Center             3,302,308               3,126,218
     Northeast Commerce Center                3,539,050               3,512,653
     NorthCreek Office Park                   6,429,058               6,410,529
                                            -----------             -----------
                                             15,242,614              14,982,138
                                            ===========             ===========


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

                                   Three Months Ended       Six Months Ended
                                        June 30,                June 30,
                                    2000        1999        2000        1999
                                    ----        ----        ----        ----
Revenues:
     Segments                    $1,095,080  $  922,415  $2,035,925  $1,769,600
     Corporate and other             13,609       7,496      16,295      15,926
                                 ----------  ----------  ----------  ----------
                                  1,108,689     929,911   2,052,220   1,785,526
                                 ==========  ==========  ==========  ==========


Net Income (Loss):
     Segments                    $  290,932  $  (79,297) $  405,460  $  (87,548)
     Corporate and other income      13,609       7,496      16,295      15,926
     General and admin expenses     (36,674)     (5,308)    (72,474)    (25,561)
                                 ----------  ----------  ----------  ----------
                                    267,867     (77,109)    349,281     (97,183)
                                 ==========  ==========  ==========  ==========


Depreciation and Amortization
     Segments                    $  202,175  $  219,757  $  401,607  $  439,169
     Corporate and other                  0     (38,367)          0     (76,738)
                                 ----------  ----------  ----------  ----------
                                    202,175     181,390     401,607     362,431
                                 ==========  ==========  ==========  ==========


Assets:
                                          June 30, 2000       December 31, 1999
                                          -------------       -----------------

   Segments                                 $15,242,614             $14,982,138
   Corporate and other                        1,071,171               1,126,462
                                            -----------             -----------
                                             16,313,785              16,108,600
                                            ===========             ===========


                                       -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 and cash equivalents on hand as of June 30, 2000, is $1,354,006 an increase
of $163,795  when compared to the year ended  December 31, 1999.  During the six
month period ending June 30, 2000, net cash provided by operating activities was
$368,334.  Cash was used for  capital and tenant  improvements  in the amount of
$147,016 and payment on mortgage  notes payable in the amount of $57,523.  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 2000. The anticipated capital  expenditures by
property are as follows:

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

NorthCreek Office Park                 $ 44,000        $ 60,727       $104,727
Tower Industrial Building                     0               0              0
Northeast Commerce Center                16,508         412,064        428,572
Countryside Office Park                  16,000          14,838         30,838
Leawood Fountain Plaza (24%)                  0          28,284         28,284
                                       --------        --------       --------
                                       $ 76,508        $515,913       $592,421
                                       ========        ========       ========

Leasing  Capital  at all of  the  partnership's  properties  relates  to  tenant
improvements  and lease  commissions for new and renewal  tenants.  At Northeast
Commerce  Center  Other  Capital  includes  heating  and  air-conditioning  unit
installation and electrical  upgrades.  At Countryside  Executive Center,  Other
Capital  relates to the  replacement  of common area  ceiling  tiles and new air
conditioning  units.  At NorthCreek  Office Park,  Other Capital is reserved for
parking lot resurfacing. 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 felt that the market conditions existed
whereby  Countryside  Executive Center should be sold.  Management has increased
the  occupancy  level to 91% at June 30,  2000  from 70% at June 30,  1999.  The
Registrant is still evaluating the sale and other options regarding the property
based on the increased  occupancy level and the improving  market  conditions in
the surrounding areas.

The future  liquidity  of the  Registrant  is  dependent  on its ability to fund
future  capital  expenditures  and mortgage  payments from  operations  and cash
reserves,  maintain  occupancy,  and negotiate  with lenders the  refinancing of
mortgage debt as it matures.

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

The results of operations for the Registrant's properties for the quarters ended
June 30, 2000 and 1999 are detailed in the schedule below. Revenues and expenses
of the Registrant are excluded.


                                       -8-

<PAGE>


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

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

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
                    =========   =========   =========    =========    =========


At  NorthCreek  Office Park net income for the  quarter  ended June 30, 2000 was
$80,749  compared to net income of $55,387 in 1999.  Revenues  decreased  $9,423
when comparing the two quarters. This decrease can be attributed to decreases in
both  base  rental  and  escalation  revenues  due to a slight  decrease  in the
occupancy  level  than  that of prior  year.  Expenses  decreased  $34,785  when
comparing  the two  quarters.  This  decrease  can  primarily be  attributed  to
decreases  in  depreciation  and  amortization  expense  ($12,712),  landscaping
expenses  ($4,267),  repairs and maintenance  related expenses  ($22,424),  real
estate taxes ($3,000),  and other operating expenses ($3,059),  partially offset
by an increase in interest expense  ($10,677).  The decrease in depreciation and
amortization can be attributed to both fully amortized assets and the allocation
of the property write down, now being  depreciated  at the property  level.  The
decrease in repairs and maintenance  related expenses is due to general building
common area improvement expenses incurred in 1999 only. The increase in interest
expense is a direct  result of the rise in the variable  interest rate than that
of prior year.

Operating results at Tower Industrial Building remained consistent,  with only a
$162  decrease in net income when  comparing  the quarter ended June 30, 2000 to
the quarter ended June 30, 1999,  however,  there was an increase in revenues of
$4,520 and an increase in expenses of $4,682. The increase in revenues is due to
increases in both base rental and real estate tax revenue as a result of renewal
increases  effective  in 2000 for the  property's  one tenant.  The  increase in
expenses is primarily due to a higher annual tax assessed for the property.  The
property continues to operate as anticipated.

For the quarter  ended June 30, 2000 and 1999,  revenues at  Northeast  Commerce
Center were  $116,779 and  $128,059,  respectively.  The decrease in revenues of
$11,280  can  primarily  be  attributed  to a  decrease  in  escalation  revenue
($25,262) and miscellaneous  revenues ($7,500),  partially offset by an increase
in base rental revenue ($21,498).  The decrease in miscellaneous revenues is due
to a cancellation  fee received during 2nd quarter of 1999 only. The decrease in
escalation revenue is due to a decrease in the amount of reimbursable  expenses.
The increase in base rent can be attributed  to the rise in the occupancy  level
from that of prior year. The property's  expenses for the quarter ended June 30,
2000 and 1999,  were  $140,901  and  $164,413,  respectively.  The  decrease  in
expenses of $23,512 is primarily  attributable to decreases in depreciation  and
amortization expense ($11,580),  real estate tax expense ($11,422),  repairs and
maintenance  related expenses  ($2,474),  and vacancy related expenses ($3,140).
These  decreased  expenses  were  partially  offset by an  increase  in interest
expense ($5,435).  The decrease in depreciation and amortization  expense can be
attributed to the allocation of the property  writedown now being depreciated at
the property  level.  The decreased real estate tax expense can be attributed to
lower  annual  taxes due for the  property  in 2000.  The  increase  in interest
expense is a direct  result of the rise in the variable  interest rate than that
of prior year.


                                       -9-

<PAGE>



Revenues at Countryside Office Park were $463,640 for the quarter ended June 30,
2000 and $277,023 for the quarter  ended June 30, 1999.  The increase in revenue
of $186,617  when  comparing  the two  periods,  is  primarily  attributable  to
increases in base rental revenue  ($73,698),  escalation  revenue ($9,569),  and
real estate tax revenue  ($102,552).  The increase in base rental and escalation
revenue can be attributed to the high  occupancy  level than that of prior year.
The  increased  real estate tax revenue is due to amounts  billed to tenants for
their  proportionate  share of tax appeal fees paid that have resulted in a real
estate tax expense savings that span a five year period. Expenses at Countryside
Office Park were $271,164 and $410,255 for the quarters  ended June 30, 2000 and
June 30,  1999,  respectively.  This  decrease in  expenses  of $139,091  can be
primarily attributable to decreases in real estate tax expense ($165,740) due to
the expense of the  previously  mentioned  tax appeal fee in 1999. No tax appeal
fees have been expensed in 2000.  Decreases  were also  reflected in repairs and
maintenance  related  expenses  ($9,353) and vacancy  expenses  ($6,954).  These
decreases  were  partially   offset  by  increases  in  management  fee  expense
($11,197),   landscaping  expense  ($14,169),  interest  expense  ($3,300),  and
amortization  expense  ($14,126).  The  repairs  and  maintenance  decrease  can
primarily  be  attributed  to lower  heating  and  air-conditioning  and general
building repair costs in the second quarter of 2000 than that of prior year. The
increased  management fee expense is a direct result of the higher revenue level
achieved from the increase in the property's occupancy, than that of prior year.
The increase in  landscaping  expense can be  attributed  to exterior  plant and
flower  installations in done in 2000 only. The increase in amortization expense
is due to additional tenant  alterations and lease  commissions  incurred as new
tenants have been added to the property.

At Leawood  Fountain  Plaza,  net income for the quarter ended June 30, 2000 and
the quarter ended June 30, 1999 was $19,315 and $12,226, respectively, resulting
in an increase in net income of $7,089.  Revenues  increased $2,231 and expenses
decreased  $4,858  when  comparing  the  two  quarters.  Slight  increases  were
reflected in both base rental and escalation revenues.  Decreases were reflected
in parking lot and  depreciation/amortization  expense when  compared to that of
prior year.

The occupancy levels at June 30 are as follows:

                                         Occupancy levels as of June 30,
                                         -------------------------------
         Property                          2000        1999        1998
         --------                          ----        ----        ----

NorthCreek Office Park                      96%        100%         95%
Tower Industrial Building                  100%        100%        100%
Northeast Commerce Center                   65%         50%         94%
Countryside Office Park                     91%         70%         71%
Leawood Fountain Plaza (24%)                98%         98%         94%

Leasing  activity  during the second  quarter of 2000 at NorthCreek  Office Park
consisted  of one new  tenant  signing a lease for 912 square  feet,  one tenant
renewing  their lease for 1,898  square feet and one tenant  vacating 620 square
feet.  Occupancy remained at 96% throughout the quarter. The office park has one
major tenant with two leases that together  comprise 33% of the available space.
These leases both expire in December 2003.

The Tower Industrial Building remains 100% leased to a single tenant whose lease
expires on December 31, 2001.

At Northeast  Commerce Center leasing  activity during the quarter  consisted of
one new tenant  signing a lease for 16,150 square feet.  The property  increased

                                      -10-

<PAGE>



16% to 65% occupied throughout the quarter. The property has three major tenants
who occupy 23%, 11%, and 16% of the available space,  with leases that expire in
September 2003, December 2006, and August 2005, respectively.  The Registrant is
working  with a local  Cincinnati  brokerage  firm to handle the  leasing of the
remaining space at the property.

Leasing  activity at Countryside  Office Park consisted of two tenants  renewing
2,283  square  feet,  and one  tenant  vacating  1,042  square  feet.  Occupancy
decreased by 1%, to 91% during the quarter.  The property has two major  tenants
who occupy 14% and 13% of the available  space with leases  expiring in 2005 and
2002, respectively.

During the second quarter of 2000,  leasing  activity at Leawood  Fountain Plaza
consisted  of the  Registrant  renewing  one lease for 946  square  feet and the
Registrant  signing  one new lease  with a tenant  for 4,470  square  feet.  The
occupancy  increased to 98% throughout  the quarter.  The property has two major
tenants  occupying 14% and 10% of the available  space on leases which expire in
October 2001 and July 2004, respectively.

The  Registrant  reviews  long-lived  assets for impairment  whenever  events or
changes in circumstances indicate that the carrying amount of a property may not
be  recoverable.  The  Registrant  considers a history of operating  losses or a
change in  occupancy  to be primary  indicators  of  potential  impairment.  The
Registrant  deems the  Property to be  impaired  if a forecast  of  undiscounted
future operating cash flows directly related to the Property, including disposal
value, if any, is less than its carrying  amount.  If the Property is determined
to be impaired,  the loss is measured as the amount by which the carrying amount
of the  Property  exceeds its fair value.  Fair value is based on quoted  market
prices  in  active  markets,  if  available.  If quoted  market  prices  are not
available,  an  estimated  of  fair  value  is  based  on the  best  information
available,  including prices for similar  properties or the results of valuation
techniques  such  as  discounting  estimated  future  cash  flows.  Considerable
management  judgement is necessary to estimate fair value.  Accordingly,  actual
results could vary significantly from such estimates.

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

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

                                      -11-

<PAGE>



consolidated  expenses of $179,770 for the six month period is primarily  due to
decreases in real estate tax expense ($184,539), repairs and maintenance related
expenses ($49,252),  professional  services ($18,091),  insurance ($7,026),  and
other operating  expenses  ($32,737).  These decreases were partially  offset by
increases  in  interest  expense  ($32,063),  depreciation/amortization  expense
($39,176), management fees ($15,914), utilities ($14,836), payroll ($2,171), and
cleaning expense  ($6,814).  The decrease in real estate tax expense and repairs
and    maintenance,    as   well   as   the    increases    in   interest    and
depreciation/amortization  have been  addressed  above in the three month period
comparisons.  The  decrease in  professional  services  can be  attributed  to a
decrease in  partnership  related legal  expenses  than that of prior year.  The
decrease  in  other  operating  expenses  for the  six  month  period  is due to
decreases  in snow  removal  and  vacancy  related  expenses.  The  increase  in
management  fees is  directly  related to the  increased  revenues.  The utility
expense increase can be attributed to increased electric expense at three of the
Registrant's properties.

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.  The increased repairs and maintenance  expenses are
due to common area  improvements made at NorthCreek Office Park. 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.  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 ($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.



                                      -12-

<PAGE>



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

         On April  17,  2000,  the  Registrant  filed a report on Form 8-K which
         reported an Item 4, Changes in Registrant's Certifying Accountant


                                   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, 2000         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-