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                   September 30, 1999
                               -------------------------------------------------

                                       OR

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

For the transition period from ______________________to_________________________


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

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

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

One Memorial Drive, Suite 1000, St. Louis, MO                  63102-2449
---------------------------------------------         -------------------------
  (Address of principal executive offices)                     (Zip Code)

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

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


                                                    September 30,  December 31,
                                                        1999           1998
                                                     (Unaudited)
ASSETS:                                              -----------   ------------

     Cash and cash equivalents                      $  1,178,069   $  1,249,605
     Accounts receivable                                 201,504        205,323
     Prepaid expenses and deposits                        50,781         21,505
     Investment property, at cost:
         Land                                          2,618,857      2,618,857
         Buildings and Improvements                   13,861,833     13,618,572
                                                    ------------   ------------
                                                      16,480,690     16,237,429
         Less accumulated depreciation                (5,056,691)    (4,691,263)
                                                    ------------   ------------
                                                      11,423,999     11,546,166
     Investment property-held for sale                 2,890,203      2,826,591
                                                    ------------   ------------
                                                      14,314,202     14,372,757

     Prepaid and Deferred expenses - At amortized
         cost                                            329,319        280,805
                                                    ------------   ------------

                                                    $ 16,073,875   $ 16,129,995
                                                    ============   ============


LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses          $    171,469   $    160,061
     Accrued real estate taxes                           517,670        499,728
     Refundable tenant deposits                          245,106        211,787
     Mortgage note payable                             6,909,593      6,995,876
                                                    ------------   ------------

                                                       7,843,838      7,867,452

Partners' Equity                                       8,230,037      8,262,543
                                                    ------------   ------------

                                                    $ 16,073,875   $ 16,129,995
                                                    ============   ============



                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS


                                       -2-

<PAGE>

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

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

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

                                   (UNAUDITED)
                                   -----------
<TABLE>
<CAPTION>

                                               Three Months Ended          Nine Months Ended
                                              Sept. 30,    Sept. 30,     Sept. 30,     Sept. 30,
                                                 1999         1998          1999         1998
                                             -----------  -----------   -----------   -----------
<S>                                          <C>          <C>           <C>           <C>
REVENUES:
     Rental and other income                 $   916,320  $   892,677   $ 2,701,846   $ 2,667,034
                                             -----------  -----------   -----------   -----------
                                                 916,320      892,677     2,701,846     2,667,034
EXPENSES:
     Interest expense                            141,000      149,553       409,883       444,079
     Depreciation and amortization               186,863      189,415       549,293       568,159
     Real estate taxes                           120,291      151,095       551,738       458,583
     Property management fees paid to
         American Spectrum Midwest                53,838       53,170       160,079       157,829
     Reimbursement to American Spectrum
         Midwest for partnership management
         services and indirect expenses           10,000       10,000        30,000        30,000
     Repairs and maintenance                      49,043       89,124       199,093       199,756
     Professional services                        86,134       27,070       164,621        71,897
     Utilities                                    44,517       42,150       117,284       114,392
     Payroll                                      29,949       26,590        87,193        73,312
     Cleaning                                     36,051       40,871       104,231       123,821
     Insurance                                    13,509       17,307        50,958        51,353
     Landscaping                                  34,360       23,027        74,692        70,062
     Other operating expenses                     46,088       32,057       235,287       176,257
                                             -----------  -----------   -----------   -----------

                                                 851,643      851,429     2,734,352     2,539,500
                                             -----------  -----------   -----------   -----------

NET INCOME (LOSS)                            $    64,677  $    41,248   $   (32,506)  $   127,534
                                             ===========  ===========   ===========   ===========
NET INCOME (LOSS) PER LIMITED
     PARTNERSHIP UNIT                        $      2.81  $      1.62   $     (2.82)  $      5.09
                                             ===========  ===========   ===========   ===========

PARTNERS' EQUITY:
     Beginning of Period                     $ 8,165,360  $ 8,112,216   $ 8,262,543   $ 8,280,887
     Net Income (Loss)                            64,677       41,248       (32,506)      127,534
     Cash Distribution to Partners                     0     (127,484)            0      (382,440)
                                             -----------  -----------   -----------   -----------

     End of Period                           $ 8,230,037  $ 8,025,981   $ 8,230,037   $ 8,025,981
                                             ===========  ===========   ===========   ===========

</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)
                                   -----------

                                                          Nine Months Ended
                                                       Sept. 30,      Sept. 30,
                                                         1999           1998
                                                       --------       --------
CASH FLOWS FROM OPERATING ACTIVITIES
     Net (Loss) Income                               $   (32,506)  $   127,534
     Adjustments to reconcile net (loss) income to
         net cash provided by operating activities:
             Depreciation and amortization               549,293       568,159

     Changes in assets and liabilities:
         Decrease in accounts receivable                   3,819         2,362
         Increase in prepaid expenses                    (29,276)      (37,440)
         Increase in deferred assets                    (114,585)      (94,333)
         Increase (Decrease) in accounts payable          11,408      (378,554)
         Increase in accrued real estate taxes            17,942        58,154
         Increase in refundable tenant deposits           33,319        54,648
                                                     -----------   -----------

             Total Adjustments                           471,920       172,996
                                                     -----------   -----------

             Net cash provided by operating
               activities                                439,414       300,530
                                                     -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
         Additions to investment property               (424,667)     (188,371)
                                                     -----------   -----------

         Net cash from investing activities             (424,667)     (188,371)

CASH FLOWS FROM FINANCING ACTIVITIES -
     Cash distributions to partners                            0      (382,440)
     Payments on mortgage notes payable                  (86,283)      (75,492)
                                                     -----------   -----------

         Net cash from financing activities              (86,283)     (457,932)
                                                     -----------   -----------

NET DECREASE IN CASH
AND CASH EQUIVALENTS                                     (71,536)     (345,773)

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

CASH AND CASH EQUIVALENTS, end of period             $ 1,178,069   $ 1,032,365
                                                     ===========   ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during year for interest     $   409,883   $   444,079
                                                     ===========   ===========



                 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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
             -------------------------------------------------------


NOTE A:

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

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 cashflows at September  30, 1999 and for all periods  presented  have
been made.  The results of operations for the three and nine month periods ended
September 30, 1999, are not  necessarily  indicative of the results which may be
expected for the entire year.

NOTE C:

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

NOTE D:

The  earnings per limited  partnership  unit for the three and nine months ended
September 30, 1999 and 1998 was computed  based on 19,221  units,  the number of
units outstanding during the periods.

NOTE E:

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






                                       -5-

<PAGE>

NOTE F:

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

                                  Three Months Ended       Nine Months Ended
                                      September 30,          September 30,
                                   1999         1998       1999         1998
                                   ----         ----       ----         ----
Revenues:
   Leawood Fountain Plaza (24%) $   82,516  $   78,435  $  251,201  $  219,334
   Tower Industrial                 51,421      50,206     152,322     150,094
   Countryside Executive Center    288,900     235,720     826,502     711,105
   Northeast Commerce Center       108,512     178,701     328,749     523,202
   NorthCreek Office Park          366,013     343,094   1,107,888   1,024,172
                                ----------  ----------  ----------  ----------
                                   897,362     886,156   2,666,962   2,627,907
                                ==========  ==========  ==========  ==========

Operating Profit:
   Leawood Fountain Plaza (24%) $    7,103  $   10,549  $   35,200  $   22,737
   Tower Industrial                 22,833      24,474      69,231      72,806
   Countryside Executive Center     38,247     (18,240)    (74,905)    (82,566)
   Northeast Commerce Center       (51,714)    (31,103)   (202,159)    (54,904)
   NorthCreek Office Park           81,887      45,592     183,441     122,580
                                ----------  ----------  ----------  ----------
                                    98,356      31,272      10,808      80,653
                                ==========  ==========  ==========  ==========

Capital Expenditures:
   Leawood Fountain Plaza (24%) $   11,149  $    4,191  $   17,709  $    8,690
   Tower Industrial                 41,850           0     192,748           0
   Countryside Executive Center     75,321      50,955     129,793     114,075
   Northeast Commerce Center             0           0      47,725           0
   NorthCreek Office Park            3,985      16,766      36,692      65,606
                                ----------  ----------  ----------  ----------
                                   132,305      71,912     424,667     188,371
                                ==========  ==========  ==========  ==========

Depreciation and Amortization:
   Leawood Fountain Plaza (24%) $   24,628  $   22,685  $   71,382  $   69,018
   Tower Industrial                 11,905      10,402      33,155      31,206
   Countryside Executive Center     33,142      34,376      95,831     113,935
   Northeast Commerce Center        65,966      71,958     194,127     206,961
   NorthCreek Office Park           89,652      88,361     269,967     262,145
                                ----------  ----------  ----------  ----------
                                   225,293     227,782     664,462     683,265
                                ==========  ==========  ==========  ==========






                                       -6-

<PAGE>



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

     Leawood Fountain Plaza (24%)          $   960,688          $   916,824
     Tower Industrial                        1,000,540              914,777
     Countryside Executive Center            3,102,361            3,055,711
     Northeast Commerce Center               3,430,416            3,633,533
     NorthCreek Office Park                  6,450,900            6,731,436
                                           -----------          -----------
                                            14,944,905           15,252,281
                                           ===========          ===========

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

                               Three Months Ended         Nine Months Ended
                                  September 30,              September 30,
                                1999          1998        1999         1998
                                ----          ----        ----         ----
Revenues:
  Segments                   $   897,362  $   886,156  $ 2,666,962  $ 2,627,907
  Corporate and other             18,958        6,521       34,884       39,127
                             -----------  -----------  -----------  -----------
                                 916,320      892,677    2,701,846    2,667,034
                             ===========  ===========  ===========  ===========


Operating Profit:
  Segments                   $    98,356  $    31,272  $    10,808  $    80,653
  Corporate and other income      18,958        6,521       34,884       39,127
  General and admin expenses      52,637       (3,455)      78,198       (7,754)
                             -----------  -----------  -----------  -----------
                                  64,677       41,248      (32,506)     127,534
                             ===========  ===========  ===========  ===========


Depreciation and Amortization
  Segments                   $   225,293  $   227,782  $   664,462  $   683,265
  Corporate and other            (38,430)     (38,367)    (115,169)    (115,106)
                             -----------  -----------  -----------  -----------
                                 186,863      189,415      549,293      568,159
                             ===========  ===========  ===========  ===========


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

     Segments                              $14,944,905          $15,252,281
     Corporate and other                     1,128,970              877,714
                                           -----------          -----------
                                            16,073,875           16,129,995
                                           ===========          ===========

                                       -7-

<PAGE>




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

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

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

Cash on hand as of September  30, 1999 is  $1,178,069 a decrease of $71,536 when
compared to the year end December 31, 1998.  During the nine month period ending
September 30, 1999, net cash provided by operating activities was $439,414. Cash
was used for  capital  and tenant  improvements  in the amount of  $424,667  and
payment on mortgage notes payable in the amount of $86,283. Based on the current
cash balances and the  properties'  ability to provide  operating cash flow, the
Registrant expects the properties to fund anticipated  capital  expenditures for
the remainder of 1999. These anticipated capital expenditures by property are as
follows:
                                               Other       Leasing
                                               Capital     Capital       Total
                                               -------     -------       -----

NorthCreek Office Park                        $      0     $  7,800     $  7,800
Tower Industrial Building                            0            0            0
Northeast Commerce Center                            0      191,000      191,000
Countryside Executive Center                         0       15,946       15,946
Leawood Fountain Plaza (24%)                         0       24,161       24,161
                                              --------     --------     --------

                                              $      0     $238,907     $238,907
                                              ========     ========     ========

Leasing  capital  at  the  Registrant's  properties  include  funds  for  tenant
alterations and lease  commissions  for new and renewal leases.  The significant
amount remaining to be spent at Northeast Commerce is for tenant alterations for
a future major tenant.  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  reported,  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 continued to increase and the Registrant
is currently evaluating sale and other options regarding the property.

The future  liquidity  of the  Registrant  is  dependent  on its ability to fund
future  capital  expenditures  from  operations  and cash  reserves and maintain
occupancy.  Until such time as the real estate  market  recovers and  profitable
sale of the properties is feasible, the Registrant will continue to manage their
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
September  30, 1999 and 1998 are  detailed in the schedule  below.  Revenues and
expenses of the Registrant are excluded.

                                     Tower     Northeast Countryside  Leawood
                      NorthCreek   Industrial  Commerce   Executive   Fountain
                      Office Park   Building    Center      Center   Plaza (24%)
                      -----------   --------    ------      ------   -----------
1999
----
Revenues                $ 366,013  $  51,421  $ 108,512   $ 288,900   $  82,516
Expenses                  284,126     28,588    160,226     250,653      75,413
                        ---------  ---------  ---------   ---------   ---------

Net Income (Loss)       $  81,887  $  22,833  $ (51,714)  $  38,247   $   7,103
                        =========  =========  =========   =========   =========

1998
----
Revenues                $ 343,094  $  50,206  $ 178,701   $ 235,720   $  78,435
Expenses                  297,502     25,732    209,804     253,960      67,886
                        ---------  ---------  ---------   ---------   ---------

Net Income (Loss)       $  45,592  $  24,474  $ (31,103)  $ (18,240)  $  10,549
                        =========  =========  =========   =========   =========

At NorthCreek  Office Park net income for the three month period ended September
30,  1999 was  $81,887  compared  to net  income of  $45,592  in 1998.  Revenues
increased  $22,919  when  comparing  the  two  periods.  This  increase  can  be
attributed  to an increase in base rental  revenue due to rising  rental  rates.
Expenses  decreased  $13,376 when comparing the two quarters.  This decrease can
primarily  be  attributed  to  decreases  in interest  ($4,704)  and repairs and
maintenance  related  expenses  ($10,148),  partially  offset by an  increase in
amortization  expense  ($1,291).  The  decrease in repairs and  maintenance  can
primarily be attributed to lower  heating,  ventilation,  air-conditioning,  and
plumbing repairs and replacements in 1999 than in the same three month period in
1998.

Operating results at Tower Industrial  Building remained  relatively stable when
comparing  the three month  periods  ended  September 30, 1999 and September 30,
1998. The decrease in net income of $1,641,  when comparing the two periods,  is
primarily  due to an  increase  in  depreciation  ($1,503)  and other  operating
expenses  ($1,353).  These  increased  expenses were partially  offset by slight
increases in both base rental and real estate tax revenues ($1,215).

At  Northeast  Commerce  Center the net loss for the three  month  period  ended
September 30, 1999 was $(51,714)  compared to the net loss of $(31,103) in 1998.
Revenues were $108,512 and $178,701 for the three month periods ended  September
30,  1999 and 1998,  respectively.  The  decrease  in revenues of $70,189 can be
attributed to a decrease in base rental revenue  ($79,399),  partially offset by
an increase in escalation  income ($9,210).  The decrease in base rental revenue
is due to the significant decrease in the occupancy level related to the vacancy
of a former major tenant.  Expenses  decreased  $49,578 when comparing the three
month periods ending  September 30, 1999 and 1998. This decrease in expenses can
primarily be  attributed  to decreases  in  depreciation/amortization  ($5,992),
interest  ($2,395),  cleaning  ($6,969),  management fees ($4,212),  repairs and
maintenance  related expenses  ($20,536),  professional  services ($4,876),  and
various other operating expenses ($4,598).  The decrease in cleaning expense can
be  attributable to the lower  occupancy  level  (Northeast  Commerce paid suite
cleaning expenses for former major tenant). The repairs and maintenance decrease
can be  attributed  to  extensive  heating,  ventilation,  and  air-conditioning
repairs and  replacements  necessary in the three month period ending  September
30, 1998, not needed in 1999.

                                       -9-

<PAGE>

At  Countryside  Executive  Center net income for the three month  period  ended
September  30, 1999 was $38,247  compared to the net loss of  $(18,240) in 1998.
Revenues  increased  $53,180 when  comparing  the two  periods.  The increase in
revenue is  attributable  to  increases  in base rental  revenue  ($30,125)  and
escalation revenue ($3,646),  partially offset by a decrease in bad debt expense
($19,409).  The  increase  in rental  revenue  is due to a 10%  increase  in the
occupancy level when compared to same period last year. The decrease in bad debt
expense  is due  to  the  lack  of  write  offs  of  old  receivable  considered
uncollectible  by the property  manager in 1999,  as done in third quarter 1998.
Expenses decreased $3,307 when comparing the periods.  This decrease in expenses
can be attributed  to decreases in interest  ($1,454),  repairs and  maintenance
related expenses ($12,558),  and real estate tax ($30,142),  partially offset by
increases  in common area related  expenses  ($15,504),  landscaping  ($11,285),
electricity ($3,722), management fees ($3,191),  professional services ($2,367),
payroll ($1,818), and other operating expenses ($2,960). The decrease in repairs
and maintenance is due to extensive heating,  ventilating,  and air-conditioning
repairs  and  replacements  performed  in  1998,  not  necessary  in  1999.  The
significant  decrease in real estate tax  expense can be  attributed  to a lower
annual tax amount due for the property as a result of a revised assessment.  The
increase in common area  related  expenses  is due to  improvements  made to the
common areas at the  property.  The  landscaping  increase can be  attributed to
exterior improvements at the property to improve presentation.

At  Leawood  Fountain  Plaza,  net  income  for the three  month  periods  ended
September 30, 1999 and 1998 was $7,103 and $10,549, respectively, resulting in a
decrease of $3,446. Revenues increased $4,081 when comparing the two periods due
to an  increase in base rental  revenue as a result of the  increased  occupancy
level.  Expenses increased $7,527 due to increases in  depreciation/amortization
($1,947), repairs and maintenance related expenses ($3,319), and other operating
expenses ($2,262).

The occupancy levels at September 30 are as follows:

                                               Occupancy Levels at September 30,
                                               ---------------------------------
PROPERTY                                         1999        1998        1997
--------                                         ----        ----        ----

NorthCreek Office Park                            99%         96%         92%
Tower Industrial Building                        100%        100%        100%
Northeast Commerce Center                         60%         94%         94%
Countryside Executive Center                      85%         75%         49%
Leawood Fountain Plaza (24%)                      98%         95%         87%

At NorthCreek  Office Park occupancy  remained stable with only a 1% decrease to
99% during the quarter.  Leasing activity  consisted of one new tenant signing a
lease for 1,265 square  feet,  one tenant  signing a renewal  lease who occupies
1,692 square feet,  and two tenants  vacating 2,141 square feet. The Office Park
has one major tenant with two leases that comprise  approximately  26% and 7% of
the available space. These two leases expire December 2003.

The Tower  Industrial  Building is leased to a single tenant whose lease expires
April 2000. The Registrant is currently  finalizing a renewal  through  December
2001 with this tenant.

At Northeast Commerce Center, occupancy increased 10% during the quarter to 60%.
Leasing  activity  during the third  quarter  consisted  of one new major tenant
signing a lease for 10,900  square feet.  The property has two major tenants who
occupy 23% and 10% of the available space with leases that expire September 2003
and  August  2006,  respectively.  The  Registrant  is  working  closely  with a
Cincinnati  brokerage firm to handle the leasing of the remaining  39,540 vacant
square feet.

                                      -10-

<PAGE>



Occupancy at Countryside  Executive  Center increased from 70% to 85% during the
third  quarter  1999.  Leasing  activity  during the  quarter  consisted  of the
Registrant  signing five new leases  totaling  19,080  square feet,  two tenants
renewing  leases  totaling  2,294  square  feet,  and two tenants  vacating  who
occupied  4,930 square feet.  The property has two major  tenants who occupy 14%
and 13% of the available space with leases which expire February 2005 and August
2002, respectively.

During the third quarter of 1999,  occupancy at Leawood  Fountain Plaza remained
consistent  at  98%.  Leasing  activity  during  the  quarter  consisted  of the
Registrant  renewing  two leases for 10,908  square  feet.  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.

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.

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

For the three month  periods  ended  September  30, 1999 and 1998,  consolidated
revenues  were  $916,320  and  $892,677,  respectively.   Consolidated  revenues
increased  $23,643  when  comparing  the periods.  This  increase in revenues is
primarily  due to an increase in  escalation  revenue  ($12,240),  miscellaneous
revenues  ($2,578),  and a decrease in the amount of receivables  written off to
bad debt expense once considered uncollectible in 1999 ($19,409). These positive
income  results  were  partially  offset by a decrease  in base  rental  revenue
($11,264).  The decrease in base rental  revenues is primarily  due to the lower
occupancy levels and related revenues at Northeast  Commerce Center.  All of the
other Registrant's properties reflected positive base rental revenue results for
the three month period  ending  September  30,  1999.  For the nine month period
ended  September 30, 1999 and 1998,  consolidated  revenues were  $2,701,846 and
$2,667,034,  respectively.  Consolidated  revenues  for the  nine  month  period
increased  $34,812  when  compared to prior year.  This  increase in revenues is
primarily  due  to  increases  in  escalation   ($55,526)  at  the  Registrant's

                                      -12-

<PAGE>

properties,  in addition  to a prior  year tax  refund for Countryside Executive
Center received during second quarter 1999 ($19,545).  These increases in income
were  partially  offset  by a  decrease  in base  rental  revenue  ($32,689)  at
Northeast  Commerce Center, as mentioned above, and an increase in uncollectible
charges  written off to bad debt ($19,705).  The increase in escalation  revenue
can be attributed to higher reimbursable expenses.

Consolidated  expenses for the three month periods ended  September 30, 1999 and
1998 were $851,643 and $851,429, respectively. Although overall expenses reflect
only a $214 increase,  the following  fluctuations should be noted: increases in
professional   services  ($59,064),   utilities   ($2,367),   payroll  ($3,359),
landscaping  ($11,333),  and other operating expenses ($14,031),  were partially
offset by decreases in interest  ($8,553),  depreciation/amortization  ($2,552),
real estate tax expense  ($30,804),  repairs and  maintenance  related  expenses
($40,081),  cleaning ($4,820),  and insurance  ($3,798).  Professional  services
increased for the three month period due to  appraisals  performed at all of the
Registrant's  properties and partnership legal fees. The increase in landscaping
can be attributed to exterior  improvements at Countryside  Executive Center, as
mentioned in the property comparisons.  The increase in other operating expenses
is primarily due to the common area improvements at Countryside, also previously
addressed  at the  property  level.  The  decrease in real estate tax expense is
primarily  due to the lower  annual tax at  Countryside.  The lower  repairs and
maintenance related expenses are as a result of decreased heating,  ventilation,
and air-conditioning  repairs and replacements at both Northeast Commerce Center
and  Countryside  Executive  Center.  Consolidated  expenses  for the nine month
period  ended  September  30,  1999 and 1998  were  $2,734,352  and  $2,539,500,
respectively.  Consolidated  expenses increased $194,852 when comparing the nine
month periods due to increases in real estate tax expense ($93,155),  management
fees ($2,250),  professional  services ($92,724),  utilities  ($2,892),  payroll
($13,881),  landscaping ($4,630), and other operating expenses ($59,030).  These
increases   were   partially   offset  by  decreases   in  interest   ($34,196),
depreciation/amortization   ($18,866),   and  cleaning  expense  ($19,590).  The
increase  in real  estate  tax  expense  can be  attributed  to a tax appeal fee
payment at  Countryside  Executive  Center in second  quarter 1999  resulting in
previously  addressed  tax  savings.  The  increase in payroll can  primarily be
attributed to additional  temporary office staff during first and second quarter
1999 at Countryside Executive Center and Northcreek Office Park. The increase in
other  operating  expenses  can  primarily  be  attributed  to increases in snow
removal  at the  Registrant's  properties  and  vacancy  expenses  at  Northeast
Commerce Center. The decrease in interest expenses is due to declining principal
balances and outstanding debt. The decrease in depreciation and amortization can
be attributed to fully  depreciated and amortized  assets.  The cleaning expense
decrease is due to the lower  occupancy  level at Northeast  Commerce  Center as
mentioned in the property  comparisons.  The increase in  professional  fees has
been addressed above in the three month period comparisons.

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

For the quarter ended  September  30, 1998 and  September 30, 1997  consolidated
revenues  were  $892,677  and  $818,376,  respectively.   Consolidated  revenues
increased  $74,301 when comparing  quarter ended  September 30, 1998 to the same
period in the prior year.  This  increase in  revenues  is  primarily  due to an
increase in base rental income  ($111,092)  and a decrease in the amount of rent
concessions  posted  ($10,136).  These positive  income results were offset by a
decrease in  escalation  income  (30,636)  and an  increase in bad debt  expense
($19,409).  The increase in rental income is primarily  due to higher  occupancy
levels at  Countryside  Executive  Center,  Northcreek  Office Park, and Leawood
Fountain Plaza. The decrease in escalation  income is primarily due to decreases
at Northcreek Office Park ($22,583) and Northeast Commerce Center ($6,161).  The
bad debt increase is due to the amount recorded by Countryside Executive Center.
For the nine  month  period  ended  September  30,  1998 and 1997,  consolidated
revenues were $2,667,034 and $2,591,294, respectively. Consolidated revenues for
the nine month  period  increased  $75,740  when  compared to prior  year.  This
increase  in  revenues  is  primarily  due to  increases  in  rental  income  at
Countryside Executive Center. Leawood,  Northcreek,  and Northeast Commerce also
had increased  rental revenues when compared to third quarter 1997. In addition,
the amount of rent  concessions was less in 1998 due to new lease  negotiations.

                                      -13-

<PAGE>

These  increases  were offset by significant  decreases in escalation  income at
Northeast  Commerce  and  Leawood  and  an  increase  in  bad  debt  expense  at
Countryside.

Consolidated  expenses  for the  three  months  ended  September  30,  1998  and
September  30,  1997 were  $851,429  and  $771,708,  respectively.  Consolidated
expenses  increases  $79,721 when  comparing  third  quarter of 1998 to the same
period in prior year.  The  increase in expenses  occurred  due to  increases in
depreciation and amortization ($70,603),  management fees ($3,909),  repairs and
maintenance ($29,492),  utilities ($7,131), and cleaning expense ($6,071). These
increases  were  partially  offset by decreases in real estate taxes  ($17,797),
parking lot ($13,226),  and other operating expenses  ($8,696).  The repairs and
maintenance  increase can primarily be attributed to heating,  ventilation,  and
air-conditioning  costs at  Northeast  Commerce  and  Countryside.  Consolidated
expenses  for the nine  month  period  ended  September  30,  1998 and 1997 were
$2,539,500  and  $2,432,200,   respectively.   Consolidated  expenses  increased
$107,300 when comparing the nine months ended  September 30, 1998 to the similar
period of the prior year.  The  increase  in  consolidated  expenses  was due to
increases  in  depreciation  and  amortization  ($73,124),   real  estate  taxes
($16,875),  repairs and  maintenance  ($53,648),  utilities  ($9,814),  cleaning
($9,806) and other operating expenses ($28,314).  These increases were partially
offset by decreases in professional services ($78,134) and parking lot ($7,752).
The   increase   in  repairs   and   maintenance   is   primarily   due  to  the
heating/air-conditioning  costs and increased  exterior  building  repairs.  The
other operating expense increase for the nine month period is due to significant
increases in fire and crime  prevention,  promotional,  and travel expense.  The
sizeable  decrease in  professional  services can be attributed to the amount of
legal and other professional services rendered in 1998 being less than 1997.

Inflation
---------

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

Item7A:        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
               ----------------------------------------------------------

The Registrant  considered the provision of Financial  Reporting  Release No. 48
"Disclosure of Accounting  Policies for  Derivative  Financial  Instruments  and
Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative
Information  about Market Risk  Inherent in  Derivative  Financial  Instruments,
Other  Financial   Instruments  and  Derivative  Commodity   Instruments".   The
Registrant had no holdings of derivative  financial or commodity  instruments at
September 30, 1999. A review of the Registrant's other financial instruments and
risk  exposures at that date revealed that the  Registrant had minor exposure to
interest rate risk due to the floating rate first  mortgage debt of  $6,909,593.
The Registrant utilized  sensitivity  analyses to assess the potential effect of
this risk and  concluded  that  near-term  changes in interest  rates should not
materially  adversely affect the  Registrant's  financial  position,  results of
operations or cash flows.




                                      -14-

<PAGE>


PART II.  OTHER INFORMATION

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

     (a) Exhibits

              See Exhibit Index

     (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:        November 12, 1999        By:   Nooney Income Investments Two, Inc.
      ----------------------------          General Partner


                                      By:   /s/ Gregory J. Nooney, Jr.
                                            --------------------------
                                            Gregory J. Nooney, Jr.
                                            Vice Chairman


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




                                      -15-

<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 13-a1 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)

                                      -16-