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

                                       OR

         TRANSITION  REPORT PURSUANT  TO SECTION 13 OR  15(d) OF THE  SECURITIES
---      EXCHANGE ACT OF 1934

For the transition period from ______________________to_________________________


                         Commission file number 0-14360
                                                -------

                        NOONEY INCOME FUND LTD. II, L.P.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

          Missouri                                             43-1357693
-------------------------------                        -------------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

500 North Broadway, 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
                                 --------------


                                                       March 31,   December 31,
                                                         1999          1998
                                                      (Unaudited)
ASSETS:                                               -----------  ------------

     Cash and cash equivalents                       $ 1,176,439    $ 1,249,605
     Accounts receivable                                 151,516        205,323
     Prepaid expenses and deposits                        20,081         21,505
     Investment property, at cost:
         Land                                          2,618,857      2,618,857
         Buildings and Improvements                   13,653,961     13,618,572
                                                     -----------    -----------
                                                      16,272,818     16,237,429
         Less accumulated depreciation                 4,823,060      4,691,263
                                                     -----------    -----------
                                                      11,449,758     11,546,166
     Investment property-held for sale                 2,820,320      2,826,591
                                                     -----------    -----------
                                                      14,270,078     14,372,757

     Deferred expenses - At amortized cost               265,129        280,805
                                                     -----------    -----------

                                                     $15,883,243    $16,129,995
                                                     ===========    ===========

LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses           $    58,439    $   160,061
     Accrued real estate taxes                           400,392        499,728
     Refundable tenant deposits                          212,850        211,787
     Mortgage note payable                             6,969,093      6,995,876
                                                     -----------    -----------

                                                       7,640,774      7,867,452

Partners' Equity                                       8,242,469      8,262,543
                                                     -----------    -----------

                                                     $15,883,243    $16,129,995
                                                     ===========    ===========



                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                       -2-

<PAGE>



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

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

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

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

                                                         Three Months Ended
                                                      March 31,       March 31,
                                                        1999            1998    
                                                     -----------     -----------
REVENUES:
     Rental and other income                         $   855,615     $   875,317
     Interest                                                  0               0
                                                     -----------     -----------

                                                         855,615         875,317
EXPENSES:
     Interest Expense                                    134,088         146,020
     Depreciation and amortization                       181,040         194,876
     Real estate taxes                                   139,025         160,757
     Property management fees paid to
         Nooney Inc.                                      50,896          51,257
     Reimbursement to Nooney Inc. 
         for partnership management
         services and indirect expenses                   10,000          10,000
     Repairs & Maintenance                                60,508          44,277
     Professional Services                                46,680          22,199
     Utilities                                            40,340          37,771
     Payroll                                              30,676          22,583
     Cleaning                                             30,645          40,868
     Insurance                                            17,772          15,463
     Snow Removal                                         36,698          17,918
     Other operating expenses                             97,321          50,812
                                                     -----------     -----------

                                                         875,689         814,801
                                                     -----------     -----------

NET (LOSS) INCOME                                    $   (20,074)    $    60,516
                                                     ===========     ===========

NET (LOSS) INCOME PER LIMITED
     PARTNERSHIP UNIT                                $     (1.03)    $      3.12
                                                     ===========     ===========

PARTNERS' EQUITY:
     Beginning of Period                             $ 8,262,543     $ 8,280,887
     Net (Loss) Income                                   (20,074)         60,516
                                                     -----------     -----------

     End of Period                                   $ 8,242,469     $ 8,341,403
                                                     ===========     ===========



                 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,
                                                          1999          1998
                                                          ----          ----

CASH FLOWS FROM OPERATING ACTIVITIES
     Net (Loss) Income                                $   (20,074)  $    60,516
     Adjustments to reconcile net (loss) income to
         net cash provided by (used in) operating
         activities:
             Depreciation and amortization                181,040       194,876


     Changes in assets and liabilities:
         Decrease in accounts receivable                   53,807        45,359
         Decrease in prepaid expenses & deposits            1,424         1,337
         Increase in deferred assets                       (5,497)      (38,137)
         Decrease in accounts payable                    (101,622)     (361,411)
         Decrease in accrued real estate taxes            (99,336)     (110,214)
         Increase in refundable tenant deposits             1,063        47,775
                                                      -----------   -----------

             Total Adjustments                             30,879      (220,415)
                                                      -----------   -----------

             Net cash provided by (used in)
                 operating activities                      10,805      (159,899)
                                                      -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
     Additions to investment property                     (57,188)      (64,736)
                                                      -----------   -----------


CASH FLOWS FROM FINANCING ACTIVITIES -
     Payments on mortgage notes payable                   (26,783)      (25,164)
                                                      -----------   -----------


NET DECREASE IN CASH                                      (73,166)     (249,799)
     AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS, beginning of period          1,249,605     1,378,138
                                                      -----------   -----------

CASH AND CASH EQUIVALENTS, end of period              $ 1,176,439   $ 1,128,339
                                                      ===========   ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during year for interest      $   134,088   $   146,020



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


NOTE A:

Refer to the Registrant's  financial  statements for the year ended December 31,
1998, which are contained in the Registrant's  Annual Report on Form 10-K, for a
description of the accounting policies which have been continued without change.
Also, refer to the footnotes to those  statements for additional  details of the
Registrant's  financial  condition.  The details in those notes have not changed
except as a result of normal transactions in the interim periods.

NOTE B:

The financial statements include only those assets, liabilities,  and results of
operations  of the partners  which relate to the business of Nooney  Income Fund
Ltd. II, L.P. The  statements do not include  assets,  liabilities,  revenues or
expenses attributable to the partners' individual  activities.  No provision has
been  made for  federal  and  state  income  taxes  since  these  taxes  are the
responsibility  of the  individual  partners.  In  the  opinion  of the  general
partners,  all  adjustments  (which include only normal  recurring  adjustments)
necessary to present  fairly the financial  position,  results of operations and
changes in  financial  position at March 31, 1999 and for all periods  presented
have been made. The results of operations for the three-month period ended March
31, 1999 are not necessarily indicative of the results which may be expected for
the entire year.

NOTE C:

The  Registrant's  properties  are  managed  by  Nooney,  Inc.,  a  wholly-owned
subsidiary of CGS Real Estate Company.  Nooney Income  Investments  Two, Inc., a
general  partner,  is a  75%  owned  subsidiary  of  S-P  Properties,  Inc.  S-P
Properties, Inc. is a wholly-owned subsidiary of CGS Real Estate Company.

NOTE D:

The earnings per limited  partnership  unit for the three months ended March 31,
1999  and  1998  was  computed  based  on  19,221  units,  the  number  of units
outstanding during the periods.

NOTE E:

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





                                       -5-

<PAGE>



NOTE F:

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


                                                          Three Months Ended
                                                      March 31,        March 31,
(In thousands)                                          1999             1998
                                                        ----             ----

Revenues:
    Leawood Fountain Plaza (24%)                     $  84,311        $  66,590
    Tower Industrial                                    50,450           50,153
    Countryside Executive Center                       260,579          221,282
    Northeast Commerce Center                           92,178          165,800
    NorthCreek Office Park                             359,666          347,904
                                                     ---------        ---------
                                                       847,184          851,729
                                                     =========        =========

Operating Profit:
    Leawood Fountain Plaza (24%)                     $  15,871        $   3,188
    Tower Industrial                                    23,722           23,968
    Countryside Executive Center                        20,080          (38,641)
    Northeast Commerce Center                         (114,091)          (4,605)
    NorthCreek Office Park                              46,168           49,713
                                                     ---------        ---------
                                                        (8,250)          33,623
                                                     =========        =========

Capital Expenditures:
    Leawood Fountain Plaza (24%)                     $   4,160        $   2,822
    Tower Industrial                                     3,850                0
    Countryside Executive Center                        16,374           27,112
    Northeast Commerce Center                            5,860                0
    NorthCreek Office Park                              26,944           34,802
                                                     ---------        ---------
                                                        57,188           64,736
                                                     =========        =========

Depreciation and Amortization:
    Leawood Fountain Plaza (24%)                     $  23,892        $  22,960
    Tower Industrial                                    10,411           10,402
    Countryside Executive Center                        32,183           47,245
    Northeast Commerce Center                           62,738           66,258
    NorthCreek Office Park                              90,185           86,380
                                                     ---------        ---------
                                                       219,409          233,245
                                                     =========        =========






                                       -6-

<PAGE>



Assets:
    Leawood Fountain Plaza (24%)                    $   209,494      $   143,127
    Tower Industrial                                  1,187,588        1,094,185
    Countryside Executive Center                      1,814,384        1,796,204
    Northeast Commerce Center                         2,712,568        2,933,822
    NorthCreek Office Park                            5,569,761        5,455,325
                                                    -----------      -----------
                                                     11,493,795       11,422,663
                                                    ===========      ===========



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

                                                        Three Months Ended
                                                    March 31,        March 31,
                                                      1999             1998
                                                      ----             ---- 

Revenues:
    Segments                                      $    847,184     $    851,729
    Corporate and other                                  8,431           23,588
                                                  ------------     ------------
                                                       855,615          875,317
                                                  ============     ============


Operating Profit:
    Segments                                      $     (8,250)    $     33,623
    Corporate and other income                           8,430           23,588
    General and administrative expenses                (20,254)           3,305
                                                  ------------     ------------
                                                        20,074           60,516
                                                  ============     ============


Depreciation and Amortization
    Segments                                      $    219,409     $    233,245
    Corporate and other                                (38,369)         (38,369)
                                                  ------------     ------------
                                                       181,040          194,876
                                                  ============     ============


Assets:
    Segments                                      $ 11,493,795     $ 11,422,663
    Corporate and other                              4,388,548        4,752,543
                                                  ------------     ------------
                                                    15,883,243       16,175,206
                                                  ============     ============












                                       -7-

<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,  1999,  is  $1,176,439,  a
decrease of ($73,166)  when  compared to year end December 31, 1998.  During the
quarter,  net cash provided by operating  activities was $10,805.  Cash was used
for  payment of capital  additions  in the amount of  $57,188  and  payments  on
mortgage notes payable of $26,783.  The Registrant expects cash flow and cash on
hand to fund the properties  anticipated capital  expenditures for the remainder
of 1999. The anticipated capital expenditures by property are as follows:

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

NorthCreek Office Park               $ 24,900         $      0         $ 24,900
Tower Industrial Building                   0          210,000          210,000
Northeast Commerce Center              52,301           36,900           89,201
Countryside Executive Center          177,495           39,000          216,495
Leawood Fountain Plaza (24%)           41,912           21,022           62,934
                                     --------         --------         --------
                                     $296,608         $306,922         $603,530
                                     ========         ========         ========

Leasing  Capital  at all of  the  partnership's  properties  relates  to  tenant
improvements and lease commissions for new and renewal tenants. Other Capital at
Leawood   Fountain  Plaza  includes  an  overlay  of  the  parking  lot,  carpet
replacement  in three building  hallways,  and new exterior  lighting.  At Tower
Industrial  Building  Other  Capital  includes a new roof for the  property.  At
Northeast  Commerce  Center  Other  Capital  includes  parking lot  patching and
striping,  in  addition  to  separating  utilities  for lease  availability.  At
Countryside  Executive  Center,  Other  Capital  relates to the  replacement  of
bathroom  counters,  a new heating and air  conditioning  unit  'HVAC',  and the
installation  of new light fixtures.  The Registrant  reviews cash reserves on a
regular basis prior to beginning  scheduled capital  improvements.  In the event
there is not adequate  funds,  the capital  improvement  will be postponed until
such funds are available.


As previously  disclosed,  the Registrant feels that the market conditions exist
whereby  Countryside  Executive  Center should be sold. As previously  reported,
management is currently working on leasing additional space so that occupancy is
at a higher  level which will  command a higher sale price when the  property is
ultimately sold.  Occupancy levels have remained  relatively  consistent and the
Registrant  will  continue to update any progress  regarding  the sale in future
quarters.

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


                                       -8-

<PAGE>






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

The results of operations for the Registrant's properties for the quarters ended
March  31,  1999 and 1998 are  detailed  in the  schedule  below.  Expenses  and
revenues of the Registrant are excluded.

                                  Tower    Northeast  Countryside   Leawood
                   NorthCreek   Industrial  Commerce   Executive   Fountain
                   Office Park   Building    Center     Center    Plaza (24%)
                   -----------   --------    ------     ------    -----------
        1999
        ----

Revenues            $ 359,666   $  50,450  $  92,178   $ 260,579   $  84,311
Expenses              313,498      26,728    206,269     240,499      68,440
                    ---------   ---------  ---------   ---------   ---------

Net Income (Loss)   $  46,168   $  23,722  $(114,091)  $  20,080   $  15,871
                    =========   =========  =========   =========   =========

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


Revenues at NorthCreek  Office Park increased $11,762 when comparing quarter end
March 31, 1999 to the first quarter  ended March 31, 1998.  This increase can be
primarily  attributed  to an  increase  in rental  income  ($29,427)  due to the
increase  in the  occupancy  level when  compared  to that of prior  year.  This
increase was partially  offset by a decrease in escalation  income ($17,577) due
to a reduction in the amount of 1998 reimbursable  expenses.  Expenses increased
from  $298,191 for the quarter  ended March 31, 1998 to $313,498 for the quarter
ended  March 31,  1999.  This  increase  of  $15,307 is mainly  attributable  to
increases in amortization  expense  ($3,733),  repairs and  maintenance  related
expenses ($7,209),  snow removal ($5,356),  professional services ($3,925),  and
other operating  expenses  ($1,646).  These increases were partially offset by a
decrease in interest expense  ($6,562).  The increase in repairs and maintenance
related  expenses  is  primarily  due to  the  installation  of  new  electrical
lighting.  The  decrease  in  interest  expense  is due to  increased  principal
payments  per  current  mortgage   agreement  and  a  lower  principal   balance
outstanding. The increase in snow removal was due to a more severe winter during
1999.

Operating  results at Tower Industrial  Building for the quarter ended March 31,
1999 and 1998 remained stable with minimal fluctuations.

Revenues at Northeast  Commerce  Center were $92,178 at the quarter  ended March
31, 1999 and $165,800 for the quarter  ended March 31,  1998.  This  decrease in
revenue of $73,622 is due to the significant decrease in occupancy when compared
to that of prior year.  This affected both rental and recovery  revenues for the
first quarter. A major tenant vacated in fourth quarter 1998.

                                       -9-

<PAGE>



Expenses for the quarters ending March 31, 1999 and March 31, 1998 were $206,269
and   $170,405,   respectively.   The  increase  of  $35,864  can  primarily  be
attributable  to  increases  in  snow  removal   ($5,582)  and  vacancy  expense
($45,518),  partially  offset by decreases  in  amortization  expense  ($3,553),
interest  expense  ($3,340),  and cleaning  services  ($9,115).  The increase in
vacancy expense is due to the costs of rehabilitating the vacant space mentioned
previously.  The decrease in cleaning  services is also due to the suite vacated
in  1998.  All  cleaning  bills  for  this  unit  were  previously  paid  by the
Registrant.

At  Countryside  Executive  Center,  revenues were $260,579 and $221,282 for the
quarters  ended  March  31,  1999 and  March 31,  1998,  respectively.  Revenues
increased $39,297  primarily due to increases in miscellaneous  income ($20,257)
which  can be  attributable  to a prior  year  tax  refund,  and  rental  income
($60,829) due to an increase in occupancy and rental rates. These increases were
partially  offset by decreases in cross easement income ($2,675) and an increase
in bad debt  expense  ($39,114).  The  amount  wrote off to bad debt was per the
property  manager and was for former tenant balances  considered  uncollectible.
Operating  expenses decreased $19,424 when comparing the two years. The expenses
which decreased include amortization  ($15,062),  interest expense ($2,028), and
real estate tax expense  ($15,847).  These  increases were  partially  offset by
increases in snow removal ($9,061) and payroll expense ($4,158). The decrease in
amortization  expense is due to the amount of fully amortized  assets which were
amortized  in the prior year and not current  year.  The decrease in real estate
tax expense is due to lower annual taxes as a result of an appeal.  This relates
to the prior year tax refund mentioned  earlier.  The increase in payroll is due
to additional office staff.

At Leawood Fountain Plaza,  revenues increased  $17,721.  The increase in income
can be attributable to increases in escalation income ($3,951) and rental income
($13,770)  due to a higher  occupancy  level than that of prior year.  Operating
expenses  increased  $5,038 when  comparing  the two  periods.  The  increase in
expenses is mainly due to increases in repairs and maintenance  related expenses
($4,245) and various other operating expenses ($793).

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

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

         Property                              1999        1998        1997
         --------                              ----        ----        ----

NorthCreek Office Park                         100%         95%         98%
Tower Industrial Building                      100%        100%        100%
Northeast Commerce Center                       50%         94%         87%
Countryside Executive Center                    74%         69%         59%
Leawood Fountain Plaza (24%)                    98%         90%         88%

During the first quarter of 1999,  leasing  activity at  NorthCreek  Office Park
consisted of one tenant  signing a lease for 1,340 square  feet,  three  tenants
renewing  their leases for a total of 8,570 square feet and one tenant  vacating
1,238 square feet. The property  remained at 100% occupied from the beginning of
the quarter.  NorthCreek  Office Park has one major tenant which occupies spaces
under two leases which  together  comprise  33% of the  available  space.  These
leases expire in December 2003.

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

                                      -10-

<PAGE>



At  Northeast  Commerce  Center,  occupancy  remained at 50% during the quarter.
During  the  quarter,  a  major  tenant  which  previously  occupied  19% of the
available  space,  downsized  to 11%.  The  Registrant  has  signed a new  lease
effective  April 1999 for this 8% square  footage  that  became  available  as a
result  of the  downsizing.  Overall,  there  was no  change  in the  percentage
occupied for the quarter.  The property has two major tenants who occupy 23% and
11% of the available space. Their leases expire September 2003 and October 1999,
respectively.  The Registrant is working with a local Cincinnati  brokerage firm
to find  replacement  tenant(s) or to sell the one building that is vacant.  The
tenant  occupying 11% of the available  space has notified the  Registrant  they
will be vacating.  The  Registrant's  brokerage  company is working on releasing
that space.

At Countryside  Executive Center,  occupancy decreased 3%to 74% from the rate at
the  beginning  of the  quarter.  Leasing  activity  during  the  first  quarter
consisted of one tenant occupying 3,823 square feet renewing their lease and two
tenants  vacating  3,224 square feet.  There is one major tenant at  Countryside
Executive  Center who  occupies  14% of the  available  space with a lease which
expires in 2005. The Registrant  continues to work with the local brokerage firm
to market the property and improve the occupancy.

During the first quarter of 1999,  occupancy at Leawood Fountain Plaza increased
to 98%. Leasing activity  consisted of one new tenant occupying 737 square feet.
There was no other leasing activity. The property has two major tenants, one who
occupies 14% of the  available  space whose lease  expires in October 2001 and a
second major tenant who occupies 10% of the available  space whose lease expires
in July 1999.  The  Registrant is currently  working with the tenant whose lease
expires in July 1999 and anticipates a long term renewal.

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

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

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

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

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


                                      -11-

<PAGE>




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

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

Risks
-----

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

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


                                      -12-

<PAGE>



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

For the  quarter  ended  March 31,  1999,  consolidated  revenues  are  $855,615
compared to $875,317 for the quarter  ended March 31, 1998.  Revenues  decreased
$19,702  primarily due to an increase in bad debt expense  ($39,114),  partially
offset by an increase in miscellaneous  income ($20,696) due to the receipt of a
prior year tax refund.  Both the bad debt  expense and the prior year tax refund
were  addressed  in the  property  comparisons.  Consolidated  expenses  for the
quarters ended March 31, 1999 and 1998 are $875,689 and $814,801,  respectively.
This  $60,888  increase  in  expenses is a result of  significant  increases  in
repairs and maintenance related expenses ($16,231), professional fees ($24,481),
payroll expenses ($8,093), snow removal ($18,780),  and other operating expenses
($46,514).  There  were also  less  significant  increases  in  utility  expense
($2,569) and  insurance  ($2,309).  These  increases  were  partially  offset by
decreases in interest expense ($11,932),  depreciation and amortization  expense
($13,836),  real estate tax expense ($21,732),  and cleaning services ($10,223).
The  increase in  professional  fees is due to appraisal  fees.  The increase in
other operating expense is primarily due to the increase in vacancy expenses for
1st quarter 1999 at Northeast  Commerce Center. The decrease in interest expense
can be attributed to increased  principal payments made per mortgage  agreement.
Discussed  in the  property  comparisons,  are  the  increases  in  repairs  and
maintenance,  payroll, and snow removal and the decreases in real estate tax and
cleaning expense.

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.



Inflation
---------

The effects of inflation  did not have a material  impact upon the  Registrant's
operation  in  fiscal  l998  and are  not  expected  to  materially  affect  the
Registrant's operation in l999.




                                      -13-

<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 14, 1999               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


                                      -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-