<PAGE> 1
                                                                   EXHIBIT 99.3
INDEPENDENT AUDITORS' REPORT

To the Partners of
  Nooney Income Fund Ltd. II, L.P.:

We have audited the accompanying balance sheets of Nooney Income Fund Ltd. II,
L.P. (a limited partnership) as of December 31, 1995 and 1994, and the related
statements of operations, partners' equity (deficiency in assets) and cash
flows for each of the three years in the period ended December 31, 1994.  Our
audits also included the financial statement schedules listed in the Index at
Item 14 (a)2.  These financial statements and financial statement schedules are
the responsibility of the Partnership's general partners.  Our responsibility
is to express an opinion on these financial statements and financial statement
schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by the Partnership's general partners, as well as evaluating the
overall financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Nooney Income Fund, Ltd. II, L.P. as of
December 31, 1995 and 1994, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1995 in
conformity with generally accepted accounting principles.  Also, in our
opinion, such financial statement schedules, when considered in relation to the
basic financial statements taken as a whole, present fairly in all material
respects the information set forth therein.


/S/ DELOITTE & TOUCHE LLP

February 9, 1996




















<PAGE> 2
<TABLE>

NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)

BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                      1995          1994    
                                                                                  ------------  ------------
<S>                                                                               <C>           <C>

ASSETS

CASH AND CASH EQUIVALENTS (Notes 2 and 3)                                          $ 1,092,159   $ 1,118,033
ACCOUNTS RECEIVABLE (Note 2)                                                           320,515       108,832

INVESTMENT PROPERTY (Notes 1, 2 and 9):
  Land                                                                               2,618,857     1,674,836
  Buildings and improvements                                                        13,341,502    10,260,354
                                                                                  ------------  ------------
                                                                                    15,960,359    11,935,190
  Less accumulated depreciation                                                      3,225,159     4,131,718
                                                                                  ------------  ------------
                                                                                    12,735,200     7,803,472
  Investment property held for sale (Notes 1 and 2)                                  2,431,537              
                                                                                  ------------  ------------
           Total investment property                                                15,166,737     7,803,472

DEFERRED EXPENSES - At amortized cost (Note 2)                                         224,155        88,115
                                                                                  ------------  ------------
TOTAL                                                                              $16,803,566   $ 9,118,452
                                                                                  ============  ============

LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
  Accounts payable and accrued expenses                                            $   251,779   $    42,775
  Accrued real estate taxes                                                            606,111       290,572
  Accrued sewer expenses (Note 7)                                                                     32,400
  Refundable tenant deposits                                                           112,034        63,619
  Mortgage note payable (Note 4)                                                     7,190,000              
                                                                                  ------------  ------------
     Total liabilities                                                               8,159,924       429,366

PARTNERS' EQUITY                                                                     8,643,642     8,689,086
                                                                                  ------------  ------------
TOTAL                                                                              $16,803,566   $ 9,118,452
                                                                                  ============  ============
---------------
<FN>

See notes to financial statements.

</TABLE>



<PAGE> 3
<TABLE>

NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                        1995          1994          1993    
                                                                    ------------  ------------  ------------
<S>                                                                 <C>           <C>           <C>

REVENUES:
  Rental and other income (Notes 2, 5 and 8)                         $ 1,754,750   $ 1,729,872  $ 1,843,782 
  Interest                                                                31,790        23,494       26,371 
                                                                    ------------  ------------  ------------
          Total revenues                                               1,786,540     1,753,366    1,870,153 

EXPENSES:
  Interest                                                                 1,134         1,238        1,238 
  Depreciation and amortization (Note 2)                                 450,319       459,247      475,591 
  Real estate taxes                                                      366,762       331,245      405,246 
  Property management fees - related party (Note 2)                      107,060       105,854      104,619 
  Repairs and maintenance                                                123,167       118,850      120,209 
  Other operating expenses (includes $25,000 in 1995,
    1994 and 1993) (Note 2)                                              372,120       354,554      419,054 
  Professional services                                                  156,461       128,332      100,010 
  Writedown of investment property (Note 9)                                                       1,506,000 
                                                                    ------------  ------------  ------------
          Total expenses                                               1,577,023     1,499,320    3,131,967 
                                                                    ------------  ------------  ------------
NET INCOME (LOSS)                                                    $   209,517   $   254,046  $(1,261,814)
                                                                    ============  ============  ============

NET INCOME (LOSS) ALLOCATION:
  General partners                                                   $    13,989   $    20,380  $      (725)
  Limited partners                                                   $   195,528   $   233,666  $(1,261,089)
                                                                                
LIMITED PARTNERS' DATA (Note 2):
  Net income (loss) per unit                                         $     10.17   $     12.16  $    (65.61)
                                                                    ============  ============  ============
  Cash distributions - Investment income per unit                    $     10.17   $     12.16  $        -- 
                                                                    ============  ============  ============
  Cash distributions - Return of capital per unit                    $      2.33   $      6.59  $     12.50 
                                                                    ============  ============  ============
  Weighted average limited partnership units outstanding                  19,221        19,221       19,221 
                                                                    ============  ============  ============
</TABLE>










<PAGE> 4
<TABLE>

NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)

STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY IN ASSETS)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
------------------------------------------------------------------------------------------------------------
<CAPTION>

                                                                       Limited       General                
                                                                      Partners      Partners        Total   
                                                                    ------------  ------------  ------------
<S>                                                                 <C>           <C>           <C>

BALANCE (DEFICIENCY IN ASSETS),
  JANUARY 1, 1993                                                   $10,443,020   $  (108,799)  $10,334,221 

  Net loss                                                           (1,261,089)         (725)   (1,261,814)

  Cash distributions                                                   (240,262)      (14,683)     (254,945)
                                                                    ------------  ------------  ------------

BALANCE (DEFICIENCY IN ASSETS),
  DECEMBER 31, 1993                                                   8,941,669      (124,207)    8,817,462 

  Net income                                                            233,666        20,380       254,046 

  Cash distributions                                                   (360,410)      (22,012)     (382,422)
                                                                    ------------  ------------  ------------

BALANCE (DEFICIENCY IN ASSETS),
  DECEMBER 31, 1994                                                   8,814,925      (125,839)    8,689,086 

  Net income                                                            195,528        13,989       209,517 

  Cash distributions                                                   (240,268)      (14,693)     (254,961)
                                                                    ------------  ------------  ------------

BALANCE (DEFICIENCY IN ASSETS),
  DECEMBER 31, 1995                                                 $ 8,770,185   $  (126,543)  $ 8,643,642 
                                                                    ============  ============  ============
---------------
<FN>

See notes to financial statements.

</TABLE>











<PAGE> 5
<TABLE>

NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                        1995          1994          1993    
                                                                    ------------  ------------  ------------
<S>                                                                 <C>           <C>           <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                $    209,517   $   254,046   $(1,261,814)
  Adjustments to reconcile net income (loss) to net
    cash provided by operating activities:
      Writedown of investment property                                                     --     1,506,000 
      Depreciation                                                      421,224       428,766       451,328 
      Amortization of deferred expenses                                  29,095        30,481        24,263 
      Net changes in accounts affecting operations:
        Accounts receivable                                            (211,683)        87,981      (59,956)
        Deferred expenses                                              (165,135)      (54,627)      (20,726)
        Accounts payable and accrued expenses                           209,004        (8,332)       16,100 
        Accrued real estate taxes                                       315,539       (35,006)      (26,483)
        Accrued sewer expenses                                          (32,400)        1,238         1,237 
        Refundable tenant deposits                                       48,415         1,695         5,341 
                                                                    ------------  ------------  ------------
             Net cash provided by operating activities                  823,576       706,242       635,290 
                                                                    ------------  ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to investment property                                     (154,049)     (251,995)     (603,421)
  Acquisition interests                                              (7,630,440)                            
                                                                    ------------  ------------  ------------
            Net cash used in investing activities                    (7,784,489)     (251,995)     (603,421)
                                                                    ------------  ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES -
  Cash distributions to partners                                       (254,961)     (382,422)     (254,945)
  Proceeds from mortgage note payable                                 7,190,000                             
                                                                    ------------  ------------  ------------
           Net cash provided by (used in) financing activities        6,935,039      (382,422)     (254,945)
                                                                    ------------  ------------  ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                    (25,874)       71,825      (223,076)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                          1,118,033     1,046,208     1,269,284 
                                                                    ------------  ------------  ------------

CASH AND CASH EQUIVALENTS, END OF YEAR                              $ 1,092,159   $ 1,118,033   $ 1,046,208 
                                                                    ============  ============  ============
---------------
<FN>

See notes to financial statements.

</TABLE>

<PAGE> 6

NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
-------------------------------------------------------------------------------

1.  BUSINESS

    Nooney Income Fund Ltd. II, L.P. (the "Partnership") is a limited
    partnership organized under the laws of the State of Missouri on
    February 13, 1985 for the purpose of investing in income-producing real
    properties, such as shopping centers, office buildings, warehouses and
    other commercial properties.

    The Partnership owned three properties jointly within Nooney Income Fund
    Ltd. III, L.P. (NIF III).  NIF III was unable to service its debt, and its
    percentage interests in the jointly-held properties were transferred to a
    subsidiary of the mortgage lender in lieu of foreclosure.  On December 29,
    1995, the Partnership purchased the partial interests of Countryside
    Executive Center (50%), Wards Corner Business Center A & B (55%) and
    NorthCreek Office Park (55%) (the Acquisition Interests) from the
    subsidiary of the mortgage lender.  The purchase price was $7,190,000 which
    was 100% financed by the mortgage lender.  The Partnership received
    authority to complete the transaction through solicitation of the limited
    partners, with a majority of the limited partnership units positively
    consenting to the transaction.  Effective January 1, 1996, the property
    known as Wards Corner was renamed Northeast Commerce Center.

    The Partnership's undivided interest in its properties prior to and after
    the acquisition is as follows:

                                                         Prior to      After
                                                       Acquisition  Acquisition
                                                       -----------  -----------

    Leawood Fountain Plaza                                  24 %          24 %
    Countryside Executive Center                            50 %         100 %
    Wards Corner Business Center A & B                      45 %         100 %
    NorthCreek Office Park                                  45 %         100 %
    Tower Industrial Building                              100 %         100 %

    The transaction was accounted for under the purchase method; therefore, the
    balance sheet as of December 31, 1995 includes the Partnership's interests
    in its properties after the acquisition.













<PAGE> 7

    The statements of operations presented reflect the results of operations of
    the various properties from their respective dates of acquisition.  The
    following table presents unaudited pro forma financial information assuming
    the acquisition occurred at the beginning of each of the years presented. 
    These pro forma results have been prepared for comparative purposes only
    based upon assumptions that management deems appropriate and do not purport
    to be indicative of what would have occurred had the acquisition been made
    at the beginning of each of the years presented.

                                                             (Unaudited)       
                                                     --------------------------
                                                         1995          1994    
                                                     ------------  ------------

     Total revenues                                  $ 3,245,517   $ 3,210,161 
                                                     ------------  ------------
     Interest                                            690,723       701,025 
     Depreciation and amortization                       724,941       736,476 
     Real estate taxes                                   681,157       618,351 
     Other operating expenses                          1,269,077     1,205,903 
                                                     ------------  ------------
           Total expenses                              3,365,898     3,261,755 
                                                     ------------  ------------
     Net loss                                        $  (120,381)  $   (51,594)
                                                     ============  ============

     Net income (loss) allocation:
       General partners                              $    10,690   $    17,324 
       Limited partners                              $  (131,071)  $   (68,918)

     Limited partners data:
       Net income (loss) per unit                    $     (6.82)  $     (3.59)
                                                     ============  ============

       Weighted average limited partnership units 
         outstanding                                      19,221        19,221 
                                                     ============  ============

    The Partnership's portfolio is comprised of a 24% undivided interest in an
    office complex in Leawood, Kansas; an office warehouse in Mundelein,
    Illinois; a single story office building in Palatine, Illinois; an
    office/warehouse/showroom facility in Loveland, Ohio; and an office complex
    in Cincinnati, Ohio.  The proportionate share of these properties owned by
    the Partnership generated 15.64%, 10.59%, 30.12%, 10.70% and 32.95% of
    rental and other income, respectively, for the year ended December 31,
    1995.

    It is management's intent to sell Countryside Executive Center
    (Countryside) as soon as practicable because of local market conditions,
    tax burdens and other factors related specifically to this property. 

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    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 any assets, liabilities,
    revenues or expenses attributable to the partners' individual activities. 
    
<PAGE> 8

    No provision has been made for federal and state income taxes since these
    taxes are the personal responsibility of the partners.

    The corporate general partner is a partially-owned subsidiary of Nooney
    Company.  One of the individual general partners is an officer, director
    and shareholder of Nooney Company.  Another individual general partner's
    spouse is a shareholder of Nooney Company.  Nooney Company is also an
    economic assignee of two former individual general partners.  Nooney
    Krombach Company, a wholly-owned subsidiary of Nooney Company, manages the
    Partnership's real estate for a management fee.  Property management fees
    paid to Nooney Krombach Company were $107,060 and $105,854 and $104,619 for
    the years ended December 31, 1995, 1994 and 1993, respectively.  In 1995,
    the Partnership paid an acquisition/financing fee to Nooney Krombach
    Company of $75,000 relating to the purchase of the Acquisition Interests,
    which was capitalized into the purchase price.  Additionally, the
    Partnership pays Nooney Krombach Company $25,000 annually as reimbursement
    for administrative services including accounting, issuing and transferring
    of units, data processing and investor communications. 

    Investment property is recorded at the lower-of-cost or net realizable
    value.  Investment property that is currently held for sale is recorded at
    the lower of its net book value or net realizable value.

    Buildings and improvements are depreciated over their estimated useful
    lives using the straight-line method.

    Lease agreements are accounted for as operating leases and rentals from
    such leases are reported as revenues ratably over the terms of the leases. 
    Certain lease agreements provide for rent concessions.  At December 31,
    1995, accounts receivable include approximately $59,000 ($91,000 in 1994)
    of accrued rent which is not yet due under the terms of various lease
    agreements.

    Included in rental and other income are amounts received from tenants under
    provisions of lease agreements which require the tenants to pay additional
    rent equal to specified portions of certain expenses such as real estate
    taxes, insurance, utilities and common area maintenance.  The income is
    recorded in the same period that the related expense is incurred.

    Net Operating Cash Income, as defined in the Partnership Agreement, is
    distributed quarterly as follows: (1) 90% pro rata to the limited partners;
    (2) 9% to the individual general partners as their annual Partnership
    Management Fee; and (3) 1% to the individual general partners.
    In the event it is determined after the close of a fiscal year that the
    limited partners have not received their 7-1/2% non-cumulative preference
    as defined in the Partnership Agreement, then the individual general
    partners return to the partnership a portion of their distributions
    received as their 9% annual Partnership Management Fee until the limited
    partners have received their 7-1/2% non-cumulative preference.  The
    individual general partners are not required to return any amount in excess
    of one-half of the 9% Partnership Management Fee received.  If Net
    Operating Cash Income for any fiscal year is not sufficient to pay the
    limited partners any portion of their 7-1/2% non-cumulative preference, the
    unpaid amount does not accrue to future fiscal years.  The annual
    Partnership Management Fee is a cumulative preference.  The preferential
    return can be distributed only through cash distributed as a result of a
    Major Capital Event (as defined) or cash distributed upon dissolution of

<PAGE> 9

    the partnership.  Such preferred distribution is only allowed after the
    general and limited partners receive amounts equal to their adjusted
    capital accounts and the limited partners receive an 11% cumulative return. 
    Through December 31, 1995, Partnership Management Fees totaling $237,429
    have not been paid under the limitations stated above.  Based upon the
    priorities of cash to be distributed, management believes that the
    likelihood of payment of the $237,429 is remote and therefore was not
    accrued on the balance sheet.

    For financial statement and income tax reporting, the income from
    operations is allocated as follows:  first, a special allocation of gross
    income to the individual general partners in the amount equal to the annual
    partnership management fee distributed to the individual general partners
    during the period; then, the remainder is allocated 1% to the individual
    general partners and 99% pro rata to the limited partners based upon the
    relationship of original capital contributions of the limited partners.

    Limited partnership per unit computations are based on the weighted average
    number of limited partnership units outstanding during the period.
    The Partnership considers all highly liquid debt instruments with a
    maturity of three months or less at date of purchase to be cash
    equivalents.

    Deferred expenses consist of lease fees which are amortized over the terms
    of their respective leases.

    Certain reclassifications have been made to the 1994 and 1993 financial
    statements to conform with the 1995 presentation.

3.  CASH EQUIVALENTS

    Cash equivalents consist of bank repurchase agreements of $370,000 at
    December 31, 1995 ($675,000 at December 31, 1994).

4.  MORTGAGE NOTE PAYABLE

    Mortgage note payable as of December 31, 1995, consists of the following:

         Note payable to bank, interest only due monthly at bank's 
           prime rate (8.5% at December 31, 1995) plus .75% to 
           December 1996 when monthly payments increase to include 
           the following principal payments:
             1997 - $7,789; 1998 - $8,388; 1999 and 2000 - $9,587;
             2001 and 2002 - $11,000.  Remaining principal balance 
             is due in December 2002                                 $7,190,000
                                                                     ==========

    The mortgage note is collateralized by deeds of trust and assignment of
    rents on investment property with a net book value of $13,400,000 at
    December 31, 1995.  Principal payments required during the next five years
    are as follows:

         1996                                                          $     --
         1997                                                            93,000
         1998                                                           101,000
         1999                                                           115,000
         2000                                                           115,000

<PAGE> 10

    In accordance with Statement of Financial Accounting Standards No. 107,
    "Disclosures About Fair Value of Instruments," the estimated fair value of
    mortgage notes payable with maturities greater than one year is determined
    based on rates currently available to the Partnership for mortgage notes
    with similar terms and remaining maturities.  The carrying amount and
    estimated fair market value of the Partnership's debt at December 31, 1995
    are equal since the debt terms specify a fixed principal payment.

                                                         Carrying    Estimated 
                                                          Amount     Fair Value
                                                         ----------  ----------

    Mortgage note payable                                $7,190,000  $7,190,000

    Fair value estimates are made at a specific point in time, are subjective
    in nature and involve uncertainties and matters of significant judgment. 
    Settlement of the Partnership's debt obligations at fair value may not be
    possible and may not be a prudent management decision.  The potential loss
    on extinguishment at December 31, 1995 does not take into consideration
    expenses that would be incurred to settle the debt obligations at fair
    value.

5.  RENTAL REVENUES UNDER OPERATING LEASES

    Minimum future rental revenues under noncancelable operating leases in
    effect as of December 31, 1995 are as follows:

         1996                                                      $  2,597,000
         1997                                                         1,506,000
         1998                                                           983,000
         1999                                                           602,000
         2000                                                           369,000
         Remainder                                                      925,000
                                                                   ------------
                   Total                                           $  6,982,000
                                                                   ============

6.  FEDERAL INCOME TAX STATUS

    The general partners believe, based on opinion of legal counsel, that
    Nooney Income Fund Ltd. II, L.P. is considered a partnership for income tax
    purposes.

    Selling commissions and offering expenses incurred in connection with the
    sale of limited partnership units are not deductible for income tax
    purposes and therefore increase the partners' bases.  Investment properties
    are depreciated for income tax purposes using rates which differ from rates
    used for computing depreciation for financial statement reporting.  Rents
    received in advance are includable in taxable income in the year received. 
    Rent concessions, recognized ratably over lease terms for financial
    statement purposes, are includable in taxable income in the year rents are
    received.  Losses in connection with the writedown of investment property
    are not recognized for tax purposes until the property is disposed.





<PAGE> 11

    The comparison of financial statement and income tax reporting is as
    follows:

                                                      Financial       Income   
                                                      Statement         Tax    
                                                     ------------  ------------
          1995:
            Net income                               $   209,517   $    53,069 
            Partners' equity                           8,643,642    14,496,254 

          1994:
            Net income                               $   254,046   $   114,775 
            Partners' equity                           8,689,086    14,698,146 

          1993:
            Net loss                                 $(1,261,814)  $  (241,634)
            Partners' equity                           8,817,462    14,965,793 

7.   ACCRUED SEWER EXPENSES

     The Partnership's estimated obligation for construction of a sewer system
     at one of its properties was accrued when the Partnership acquired the
     property.  Payments on the obligation were made in 1995.

8.   MAJOR TENANT

     A substantial amount of the Partnership's revenue in 1995 was derived from
     two major tenants whose rentals amounted to approximately $201,000 and
     $191,000 or 11.3% and 10.7%, respectively, of total revenues.  A
     substantial amount of the Partnership's revenue in 1994 was derived from
     two major tenants whose rentals amounted to $194,000 for each tenant or
     11% of total revenues for each tenant.  No individual tenant accounted for
     more than 10% of revenue in 1993.

9.   WRITEDOWN OF INVESTMENT PROPERTY

     In 1993, the general partners reduced the carrying value of Countryside
     Executive Center by $1,206,000, NorthCreek Office Park by $97,000 and
     Wards Corner Business Center by $203,000 to amounts equal to the appraised
     values.  These adjustments were made in the fourth quarter as a result of
     lease renegotiations that took place and market information that became
     available at that time.  No such writedowns were necessary in 1994 and
     1995.

                                   * * * * * *













<PAGE> 12
<TABLE>

NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)

SCHEDULE - RECONCILIATION OF PARTNERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
------------------------------------------------------------------------------------------------------------

The reconciliation of partners' equity (deficit) between financial statement and income tax reporting is as
follows:

<CAPTION>
                                                                                December 31, 1995           
                                                                    ----------------------------------------
                                                                       Limited       General                
                                                                      Partners      Partners        Total   
                                                                    ------------  ------------  ------------
<S>                                                                 <C>           <C>           <C>

Balance (deficit) per statement of partners' equity                 $ 8,770,185   $  (126,543)  $ 8,643,642 

Add:
  Selling commissions and other offering costs not deductible for 
    income tax purposes                                               2,411,625                   2,411,625 
  Prepaid rents included in income for income tax purposes               (1,411)          (14)       (1,425)
  Master lease income included in income for income tax purposes        118,404         1,196       119,600 
  Writedown of investment property not recognized for income tax 
    purposes                                                          5,202,450        52,550     5,255,000 
                                                                    ------------  ------------  ------------
          Total                                                      16,501,253       (72,811)   16,428,442 

Less:
  Excess depreciation and amortization deducted for income tax 
    purposes                                                          1,836,918        36,549     1,873,467 
  Rent concessions not recognized for income tax purposes                58,134           587        58,721 
                                                                    ------------  ------------  ------------
Balance (deficit) per tax return                                    $14,606,201   $  (109,947)  $14,496,254 
                                                                    ============  ============  ============
<CAPTION>
                                                                                December 31, 1994           
                                                                    ----------------------------------------
                                                                       Limited       General                
                                                                      Partners      Partners        Total   
                                                                    ------------  ------------  ------------
<S>                                                                 <C>           <C>           <C>

Balance (deficit) per statement of partners' equity                 $ 8,814,925   $  (125,839)  $ 8,689,086 

Add:
  Selling commissions and other offering costs not deductible for 
    income tax purposes                                               2,411,625                   2,411,625 
  Prepaid rents included in income for income tax purposes               10,620           107        10,727 
  Master lease income included in income for income tax purposes        118,404         1,196       119,600 
  Writedown of investment property not recognized for income tax
    purposes                                                          5,202,450        52,550     5,255,000 
                                                                    ------------  ------------  ------------
          Total                                                      16,558,024       (71,986)   16,486,038 

<PAGE> 13

Less:
  Excess depreciation and amortization deducted for income tax
    purposes                                                          1,662,220        34,784     1,697,004 
  Rent concessions not recognized for income tax purposes                89,979           909        90,888 
                                                                    ------------  ------------  ------------
Balance (deficit) per tax return                                    $14,805,825   $  (107,679)  $14,698,146 
                                                                    ============  ============  ============
<CAPTION>
                                                                               December 31, 1993            
                                                                    ----------------------------------------
                                                                       Limited       General                
                                                                      Partners      Partners        Total   
                                                                    ------------  ------------  ------------
<S>                                                                 <C>           <C>           <C>

Balance (deficit) per statement of partners' equity                 $ 8,941,669   $  (124,207)  $ 8,817,462 

Add:
  Selling commissions and other offering costs not deductible
    for income tax purposes                                           2,411,625                   2,411,625 
  Prepaid rents included in income for income tax purposes               23,259           235        23,494 
  Master lease income included in income for income tax purposes        118,404         1,196       119,600 
  Writedown of investment property not recognized for income tax
    purposes                                                          5,202,450        52,550     5,255,000 
                                                                    ------------  ------------  ------------
          Total                                                      16,697,407       (70,226)   16,627,181 

Less:
  Excess depreciation and amortization deducted for income tax
    purposes                                                          1,492,267        33,068     1,525,335 
  Rent concessions not recognized for income tax purposes               134,692         1,361       136,053 
                                                                    ------------  ------------  ------------
Balance (deficit) per tax return                                    $15,070,448   $  (104,655)  $14,965,793 
                                                                    ============  ============  ============

</TABLE>






















<PAGE> 14
<TABLE>

NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
------------------------------------------------------------------------------------------------------------
<CAPTION>
                       Column A                         Column B                    Column C  
----------------------------------------------------  ------------  ----------------------------------------
                                                                          Initial Cost to Partnership       
                                                                    ----------------------------------------
                                                                                 Buildings and
                     Description                      Encumbrances      Land      Improvements      Total   
----------------------------------------------------  ------------  ------------  ------------  ------------
<S>                                                   <C>           <C>           <C>           <C>

Leawood Fountain Plaza Office Complex (24% undivided
  interest), Leawood, Kansas                           $        --   $   318,962   $ 1,991,417   $ 2,310,379
Tower Industrial Building, Mundelein, Illinois                           193,744     1,042,076     1,235,820
Countryside Executive Center, Palatine, Illinois                         623,919     4,302,911     4,926,830
NorthCreek Office Park, Cincinnati, Ohio                                 338,850     4,639,617     4,978,467
Wards Corner Business Center A & B, Cincinnati, Ohio                     199,361     2,784,317     2,983,678
Countryside Executive Center, NorthCreek Office Park
  and Wards Center Business Center A & B                 7,190,000
                                                      ------------  ------------  ------------  ------------
          Total                                        $ 7,190,000   $ 1,674,836   $14,760,338   $16,435,174
                                                      ============  ============  ============  ============
<CAPTION>
                    Column A                            Column D                    Column E  
----------------------------------------------------  ------------  ----------------------------------------
                                                          Costs   
                                                       Capitalized            Gross Amount at Which         
                                                        Subsequent         Carried at Close of Period       
                                                           to       ----------------------------------------
                                                       Acquisition               Buildings and
                  Description                             <F1>          Land      Improvements      Total   
----------------------------------------------------  ------------  ------------  ------------  ------------
<S>                                                   <C>           <C>           <C>           <C>

Leawood Fountain Plaza Office Complex (24% undivided
  interest), Leawood, Kansas                          $  (677,693)   $   318,962  $  1,313,724   $ 1,632,686
Tower Industrial Building, Mundelein, Illinois              2,840        193,744     1,044,916     1,238,660
Countryside Executive Center, Palatine, Illinois       (1,444,287)     1,356,419     2,126,124     3,482,543
NorthCreek Office Park, Cincinnati, Ohio                3,606,915      1,370,100     7,215,282     8,585,382
Wards Corner Business Center A & B, Cincinnati, Ohio    1,519,953        736,051     3,767,580     4,503,631
Countryside Executive Center, NorthCreek Office Park
  and Wards Center Business Center A & B 
                                                      ------------  ------------  ------------  ------------
          Total                                       $ 3,007,728    $ 3,975,276   $15,467,626   $19,442,902
                                                      ============  ============  ============  ============







<PAGE> 15

---------------
<FN>

<F1>  Amounts shown are net of assets written-off and the following writedowns to reflect appraised values:

      Leawood Fountain Plaza Office Complex   $     754,000
      Countryside Executive Center                3,256,000
      NorthCreek Office Park                        484,000
      Wards Corner Business Center A & B            761,000

</TABLE>

<TABLE>
<CAPTION>
                     Column A                           Column F      Column G      Column H      Column I  
----------------------------------------------------  ------------  ------------  ------------  ------------
                                                                                                   Life on  
                                                                                                    Which   
                                                                                                Depreciation
                                                                                                  in Latest 
                                                                                                    Income  
                                                       Accumulated     Date of        Date        Statement 
                   Description                        Depreciation  Construction    Acquired     is Computed
----------------------------------------------------  ------------  ------------  ------------  ------------
<S>                                                   <C>           <C>           <C>           <C>

Leawood Fountain Plaza Office Complex (24% undivided
  interest), Leawood, Kansas                           $   730,928     1982-1983       2/20/85      30 years
Tower Industrial Building, Mundelein, Illinois             341,949          1974       3/20/86      30 years
Countryside Executive Center, Palatine, Illinois         1,051,006          1975      12/16/86      30 years
NorthCreek Office Park, Cincinnati, Ohio                 1,405,984     1984-1986      12/29/86      30 years
Wards Corner Business Center A & B, Cincinnati, Ohio       746,298          1985      12/29/86      30 years
                                                      ------------
          Total                                        $ 4,276,165
                                                      ============
                                                                                                  (Continued)
</TABLE>





















<PAGE> 16
<TABLE>

NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                        1995          1994          1993    
                                                                    ------------  ------------  ------------
<S>                                                                 <C>           <C>           <C>

(A)  Reconciliation of amounts in Column E:

     Balance at beginning of period                                  $11,935,190  $11,709,165   $12,660,831 

     Add:
       Cost of improvements                                              154,049      251,995       603,421 
       Acquisition of undivided interests                              7,630,440

     Less:
       Writedown of investment property                                                          (1,506,000)
        Cost of disposals                                                276,777      (25,970)      (49,087)
                                                                    ------------  ------------  ------------
     Balance at end of period                                        $19,442,902  $11,935,190   $11,709,165 
                                                                    ============  ============  ============

     Reconciliation of amounts in Column F:

(B)  Balance at beginning period                                     $ 4,131,718  $ 3,728,922   $ 3,326,681 

     Add -  Provision during period                                      421,224      428,766       451,328 

     Less -  Depreciation on disposals                                   276,777      (25,970)      (49,087)
                                                                    ------------  ------------  ------------
     Balance at end of period                                        $ 4,276,165  $ 4,131,718   $ 3,728,922 
                                                                    ============  ============  ============

(C)  The aggregate cost of real estate owned for
     federal income tax purposes                                     $24,697,902  $17,190,190   $16,964,165 
                                                                    ============  ============  ============

                                                                                                  (Concluded)
</TABLE>