SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM 10-K

(Mark One)

  X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
----- ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended             December 31, 2000
                          -----------------------------------------------------

                                       OR

      TRANSITION  REPORT  PURSUANT  TO SECTION 13  OR 15(d) OF  THE  SECURITIES
----- EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

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, St. Louis, Missouri                           63102
------------------------------------------                  -------------------
(Address of principal executive offices)                        (Zip Code)


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

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class              Name of each exchange on which registered
     -------------------              -----------------------------------------

            None                                   Not Applicable
-------------------------------        ----------------------------------------

Securities registered pursuant to Section 12(g) of the Act:

                          Limited Partnership Interests
                          -----------------------------
                                (Title of Class)

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
                                          -----      -----

                                       1
<PAGE>


 X    Indicate by check mark if disclosure of delinquent filers pursuant to Item
---   405 of Regulation S-K is not contained herein,  and will not be contained,
      to the best of registrant's  knowledge, in definitive proxy or information
      statements  incorporated by reference in Part III of this Form 10-K or any
      amendment to this Form 10-K.

As of February 1, 2001, the aggregate market value of the Registrant's  units of
limited  partnership  interest (which constitute voting securities under certain
circumstances)  held by non-affiliates  of the Registrant was $19,221,000.  (The
aggregate market value was computed on the basis of the initial selling price of
$1,000  per unit of  limited  partnership  interest,  using the  number of units
issued  and  outstanding  on  February  1, 2001,  excluding  the number of units
beneficially  owned by the  General  Partners  or  holders of 10% or more of the
Registrant's limited partnership interests.  The initial selling price of $1,000
per unit is not the current market value.  Accurate  pricing  information is not
available because the value of the units of limited partnership interests is not
determinable  since no active secondary market exists. The  characterization  of
the General  Partners and 10% holders as  affiliates  is for the purpose of this
computation  only and  should not be  construed  as an  admission  for any other
purpose  that any such persons are, or other  persons not so  characterized  are
not, in fact, affiliates of the Registrant).

Documents incorporated by reference:

Portions of the  Prospectus  of the  Registrant  dated  February  15,  1985,  as
supplemented  and filed  pursuant to Rule 424(c) of the  Securities Act of 1933,
are incorporated by reference in Part III of this Annual Report on Form 10-K.



                                        2
<PAGE>

                                     PART I
                                     ------

ITEM 1:   BUSINESS
------------------

Nooney Income Fund Ltd. II, L.P.  (the  "Registrant")  is a limited  partnership
formed under the Missouri Uniform Limited  Partnership Law on February 12, 1985,
to invest,  on an all-cash  basis, in  income-producing  real properties such as
shopping  centers,  office  buildings,  office/warehouse  properties  and  other
commercial   properties.   The  Registrant  originally  invested  in  five  real
properties  described  in Item 2  below.  The  Registrant  continues  to own and
operate its five original properties.

The Registrant's  primary investment  objectives are to preserve and protect the
Limited Partners'  capital,  provide the maximum possible cash  distributions to
the Partners,  and provide for capital growth through  appreciation in the value
of the Registrant's properties. The term of the Registrant is until December 31,
2085. It was originally  anticipated  that the Registrant  would sell or finance
its properties within  approximately  five to ten years after their acquisition.
The depression of real estate values  experienced  nationwide  from 1988 to 1993
lengthened this time frame in order to achieve the goal of capital appreciation.

The real estate  investment  market began to improve in 1994, and is expected to
further  continue  its  improvement  over the  next  several  years.  Management
believes this trend should increase the value of the Registrant's  properties in
the future. The Registrant is intended to be self-liquidating  and proceeds from
the sale or financing of the Registrant's real property  investments will not be
invested in new  properties  but will be  distributed to the Partners or, at the
discretion of the General Partners,  applied to capital  improvements to, or the
payment of  indebtedness  with  respect to existing  properties,  the payment of
other  expenses or the  establishment  of  reserves.  (See Item 7:  Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations -
Liquidity  and  Capital  Resources  - for a  discussion  of  possible  sales  of
properties.)

The  business  in which the  Registrant  is engaged is highly  competitive.  The
Registrant's  investment properties are located in or near major urban areas and
are subject to competition from other similar types of properties in such areas.
The Registrant  competes for tenants for its properties with numerous other real
estate limited  partnerships,  as well as with individuals,  corporations,  real
estate  investment  trusts and other entities engaged in real estate  investment
activities.  Such  competition  is  based  on such  factors  as  location,  rent
schedules and services and amenities provided.

The  Registrant  has  no  employees.   Property   management  services  for  the
Registrant's investment properties are provided by American Spectrum Midwest, an
affiliate of the corporate General Partner.


                                       3
<PAGE>

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

The  Registrant's  participation  in this plan will  require  the consent of its
limited  partners.  A registration  statement has been filed with the Securities
and Exchange Commission with respect to this plan. The plan and the benefits and
risks  thereof  will be  described  in detail  in the  final  prospectus/consent
solicitation  statement  included in the registration  statement filed under the
Securities  Act of 1933 at the time it is declared  effective by the  Securities
and Exchange Commission. Following effectiveness, solicitation materials will be
provided to limited  partners in connection with the solicitation of the consent
of the limited  partners.  There can be no  assurances  that the plan  described
above will be consummated.

ITEM 2:  PROPERTIES
-------------------

On February  20,  1985,  the  Registrant  acquired a 24% interest as a tenant in
common in Leawood  Fountain  Plaza, a three building  office complex in Leawood,
Kansas.  Constructed  in two  phases in 1982 and  1983,  the  buildings  contain
approximately  30,000,  29,000 and 26,000 net rentable square feet respectively,
or an  aggregate  of  approximately  86,000 net  rentable  square feet of office
space. The buildings are located on a 7.9 acre site which provides paved parking
for 403  cars.  The  purchase  price of the  complex  was  $9,626,576,  of which
$2,310,379 was paid by the  Registrant  for its 24% interest.  The remaining 76%
interest was  purchased by Nooney  Income Fund Ltd.,  L.P.,  an affiliate of the
Registrant,  as the other tenant in common. All costs and revenues  attributable
to the operation of the complex are shared by the  Registrant  and Nooney Income
Fund Ltd.,  L.P. in proportion to their  respective  percentage  interests.  The
complex  was 89%  leased  by 35  tenants  at  December  31,  2000.  (See Item 7:
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations - Liquidity and Capital Resources.)

On March 20, 1986, the Registrant  acquired the Tower  Industrial  Building,  an
office warehouse located at 750-760 Tower Road in Mundelein,  Illinois, a suburb
of Chicago.  The purchase  price of the building was  $1,235,820.  The one-story
concrete block building contains  approximately  42,000 net rentable square feet
and is  situated  on a 3 acre site  which  provides  parking  for 140 cars.  The
building is currently 100% leased by Baxter International Inc. (Dade Behring).


                                       4
<PAGE>


On December  16,  1986,  the  Registrant  acquired a 50% interest as a tenant in
common in Countryside  Executive  Center, a single story office building located
at 1210-1270 W. Northwest  Highway in Palatine,  Illinois,  a suburb of Chicago.
The  building  contains  approximately  91,000 net  rentable  square feet and is
situated on an 8.6 acre site which provides parking spaces for 467 cars, some of
which spaces are shared with adjoining  properties pursuant to a mutual easement
agreement  which also  provides for the sharing of certain  expenses.  The total
purchase price of the building was $9,853,660,  of which  $4,926,830 was paid by
the Registrant for its 50% interest. The remaining 50% interest was purchased by
Nooney Income Fund Ltd. III,  L.P., an affiliate of the  Registrant,  and during
1993 was transferred to a subsidiary of the mortgage lender.  As of December 29,
1995,  the  Registrant  acquired the mortgage  lender's  interest in Countryside
Executive  Center for  $1,250,000.  Prior to December  29,  1995,  all costs and
revenues  attributable  to the  operation  of the  building  were  shared by the
Registrant  and a  subsidiary  of the  mortgage  lender in  proportion  to their
respective  percentage  interests.  Effective  October  1998,  the  property was
renamed  Countryside  Office Park.  The building was 93% leased by 32 tenants at
December  31,  2000.  (See  Item 7:  Management's  Discussion  and  Analysis  of
Financial   Condition   and  Results  of  Operations  -  Liquidity  and  Capital
Resources.)

On December  29,  1986,  the  Registrant  acquired a 45% interest as a tenant in
common   in   Wards   Corner   Business   Center   A  &  B,   a   two   building
office/warehouse/showroom  facility  located at  420-422  Wards  Corner  Road in
Loveland, Ohio, a suburb of Cincinnati.  Effective January 1, 1996, the property
known  as  Wards  Corner  was  renamed  Northeast   Commerce  Center.   The  two
single-story  buildings  contain  50,000 net  rentable  square feet each,  or an
aggregate of  approximately  100,000 net rentable square feet. The buildings are
situated  on a 7.5 acre site  which  provides  parking  for 278 cars.  The total
purchase price of the buildings was $6,630,395,  of which $2,983,678 was paid by
the Registrant for its 45% interest. The remaining 55% interest was purchased by
Nooney Income Fund Ltd. III,  L.P., an affiliate of the  Registrant,  and during
1993 was transferred to a subsidiary of the mortgage lender.  As of December 29,
1995,  the  Registrant  acquired  the  mortgage  lender's  interest in Northeast
Commerce  Center for  $1,980,000.  Prior to  December  29,  1995,  all costs and
revenues  attributable  to the  operation  of the  buildings  were shared by the
Registrant  and a  subsidiary  of the  mortgage  lender in  proportion  to their
respective percentage  interests.  The buildings were 76% leased by 6 tenants at
December  31,  2000.  (See  Item 7:  Management's  Discussion  and  Analysis  of
Financial   Condition   and  Results  of  Operations  -  Liquidity  and  Capital
Resources.)

On December  29,  1986,  the  Registrant  acquired a 45% interest as a tenant in
common in NorthCreek  Office Park, a three building  office  complex  located at
8220, 8240 and 8260 NorthCreek Drive in Cincinnati,  Ohio. Constructed in phases
in 1984 and 1986, the three-story  buildings  contain 20,000,  24,000 and 48,000
net rentable square feet respectively,  or an aggregate of approximately  92,000
net rentable  square feet.  The  buildings  are located on a 8.4 acre site which
provides  paved  parking  for 366 cars.  The  purchase  price of the complex was
$11,063,260,  of which  approximately  $4,978,467 was paid by the Registrant for
its 45% interest. The remaining 55% interest was purchased by Nooney Income Fund
Ltd. III, L.P., an affiliate of the Registrant,  and during 1993 was transferred
to a subsidiary of the mortgage lender.  As of December 29, 1995, the Registrant
acquired  the  mortgage   lender's   interest  in  NorthCreek  Office  Park  for
$3,960,000.  Prior to December 29, 1995, all costs and revenues  attributable to
the operation of the complex were shared by the  Registrant  and a subsidiary of
the mortgage lender in proportion to their respective percentage interests.  The



                                       5
<PAGE>


complex  was 91%  leased  by 30  tenants  at  December  31,  2000.  (See Item 7:
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations - Liquidity and Capital Resources.)

Reference is made to Note 6 of Notes to Financial  Statements  for a description
of revenues derived from major tenants.

Reference is made to Note 3 of Notes to Financial  Statements  filed herewith as
Exhibit 99.3 in response to Item 8 for a description of the indebtedness secured
by the Registrant's real property investments.

The  following  table sets forth  certain  information  as of December 31, 2000,
relating to the properties owned by the Registrant.

<TABLE>
<CAPTION>
                                                        AVERAGE
                                                        ANNUALIZED
                                       TOTAL            EFFECTIVE                         PRINCIPAL TENANTS
                           SQUARE      ANNUALIZED       BASE RENT PER        PERCENT      OVER 10% OF PROPERTY          LEASE
PROPERTY                   FEET        BASE RENT*       SQUARE FOOT          LEASED       SQUARE FOOTAGE                EXPIRATION
--------                   ------      ----------       -------------        -------      --------------------          ----------
<S>                        <C>         <C>                 <C>                <C>         <C>                              <C>
Tower Industrial            42,000     $  168,480          $ 4.01             100%        Baxter International Inc.        2001
Building                                                                                  (100%)

Leawood Fountain Plaza      86,000     $1,348,759          $17.62              89%        Midwest Mechanical (14%)         2001
                                                                                          Family Medical Care of
                                                                                          Kansas City (11%)                2004

Northeast Commerce Center  100,000     $  391,351          $ 5.15              76%        Interactive Industries (11%)     2006
                                                                                          Senco Products (16%)             2005
                                                                                          Hill Top Research (23%)          2003
                                                                                          Cincinnati Medical Billing
                                                                                          (11%)                            2006

Countryside Office Park     91,975     $1,412,234          $16.51              93%        Tactical Business Services       2002
                                                                                          (13%)
                                                                                          Dietzgen Corporation (14%)       2005

NorthCreek Office Park      92,053     $1,250,630          $14.93              91%        Cincinnati Group Health          2003
                                                                                          Associates (33%)
</TABLE>

* Represents 100% of Base Rent. Registrant has 24% ownership in Leawood Fountain
  Plaza.

ITEM 3:  LEGAL PROCEEDINGS
--------------------------

The Registrant is not a party to any material pending legal proceedings.

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

                                      NONE


                                       6
<PAGE>

                                     PART II

ITEM 5:  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

As of  February  1, 2001  there were  1,206  record  holders of units of Limited
Partnership  Interests  in the  Registrant.  There is no public  market  for the
Interest and it is not anticipated that a public market will develop.

There were no cash distributions paid to the Limited Partners during fiscal 1999
or fiscal 2000. The partnership stopped making distributions in 1999 although it
had cash available for distribution.  The cash was retained in anticipation of a
consolidation transaction or liquidation of the fund.

                                       7


<PAGE>


ITEM 6:  SELECTED FINANCIAL DATA
--------------------------------

<TABLE>
<CAPTION>
                                                                            Year Ended December 31
                                                        ---------------------------------------------------------------
                                                            2000         1999        1998         1997         1996
                                                        -----------  -----------  -----------  -----------  -----------

                                                           (Not covered by report of independent public accountants)

<S>                                                     <C>          <C>          <C>          <C>          <C>
Rental and other income                                 $ 4,065,884  $ 3,723,962  $ 3,680,649  $ 3,355,159  $ 3,502,080
Net income                                                  499,510       64,936      364,096       63,587       83,571
Data per limited partnership unit:
   Net income                                                 25.73         3.34        17.83         2.66         3.69
   Cash distributions - investment income                      --           --          17.83         2.66         3.69
   Cash distributions - return of capital                      --           --           0.92         9.84         8.81
Weighted average limited partnership units outstanding       19,221       19,221       19,221       19,221       19,221
At year-end:
   Total assets                                          16,496,843   16,108,600   16,129,995   16,563,704   16,473,106
   Investment property, net                              14,214,502   14,314,526   14,372,757   14,744,540   14,709,098
   Mortgage note payable                                  6,756,201    6,871,246    6,995,876    7,096,532    7,190,000
   Partners' equity                                       8,826,989    8,327,479    8,262,543    8,280,887    8,472,267
</TABLE>



See Item 7: Management's Discussion and Analysis for discussion of comparability
of items.




                                       8
<PAGE>

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

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

Cash on hand as of  December  31, 2000 was  $1,667,825,  an increase of $477,614
from the year ended  December  31,  1999.  The  Registrant  expects  the capital
expenditures  during 2001 will be adequately funded by current cash reserves and
the properties' operating cash flow. The anticipated capital expenditures are as
follows:

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

    NorthCreek Office Park                  $ 26,500    $115,104    $141,604
    Tower Industrial Building                      0           0           0
    Northeast Commerce Center                 44,830     577,860     622,690
    Countryside Office Park                   83,794      37,056     120,850
    Leawood Fountain Plaza (24%)               9,048      62,207      71,255
                                            --------    --------    --------
                                            $164,172    $792,227    $956,399
                                            ========    ========    ========

At NorthCreek Office Park, other capital has been budgeted for exterior building
painting.  Leasing  capital is  anticipated  for tenant  improvements  and lease
commissions for new and renewal tenants.

At Northeast  Commerce  Center,  other capital has been budgeted for parking lot
overlay and  striping,  as well as the  repainting of suite  entrances.  Leasing
capital has been budgeted for tenant  improvements and lease commissions for new
tenants anticipated during the year 2001.

At Countryside  Office Park,  other capital has been budgeted for roof tear-offs
and repairs,  replacement of entryway flooring,  and the replacement of two HVAC
units.  Leasing  capital has been  budgeted  for tenant  improvements  and lease
commissions for new and renewal tenants.

At  Leawood  Fountain  Plaza,  other  capital  has been  budgeted  for  skylight
replacement,  concrete curb and sidewalk  replacement,  and the  replacement  of
exterior   window  frames.   Leasing   capital  has  been  budgeted  for  tenant
improvements and lease commissions for new and renewal tenants.

The  Registrant  reviews  cash  reserves on a regular  basis prior to  beginning
scheduled  capital  improvements.  In the event there is not adequate funds, the
capital improvement will be postponed until such funds are available.

As previously disclosed,  the Registrant felt that the market conditions existed
whereby  Countryside  Office Park should be sold.  Management has maintained the
occupancy  level at 91% at December 31,  2000,  from 90% at year-end  1999.  The
Registrant, in the year 2001, is evaluating sale and other options regarding the
property due to the increased  occupancy level and improved market conditions in
the surrounding area(s).

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


                                       9
<PAGE>

Results of Operations
---------------------

The results of operations  for the  Registrant's  properties for the years ended
December 31, 2000, 1999 and 1998 are detailed in the schedule below. Expenses of
the Registrant are excluded.

                   NorthCreek      Tower    Northeast  Countryside     Leawood
                   Office Park  Industrial  Commerce   Office Park    Fountain
                      (100%)      (100%)     (100%)       (100%)     Plaza (24%)
                   -----------  ----------  ---------  -----------   -----------
2000
----

Revenues           $1,445,349  $  222,868  $  456,538   $1,545,315   $  354,319
Expenses            1,231,053     127,480     656,062    1,135,514      295,879
                   ----------  ----------  ----------   ----------   ----------

Net Income (Loss)  $  214,296  $   95,388  $ (199,524)  $  409,801   $   58,440

1999
----

Revenues           $1,509,059  $  203,106  $  409,739   $1,220,581   $  359,778
Expenses            1,165,131     118,441     623,696    1,231,047      267,597
                   ----------  ----------  ----------   ----------   ----------

Net Income (Loss)  $  343,928  $   84,665  $ (213,957)  $  (10,466)  $   92,181

1998
----

Revenues           $1,377,291  $  202,221  $  692,068   $1,025,373   $  307,888
Expenses            1,199,133     108,696     723,378      988,862      264,297
                   ----------  ----------  ----------   ----------   ----------

Net Income (Loss)  $  178,158  $   93,525  $  (31,310)  $   36,511   $   43,591

2000 Property Comparisons

At NorthCreek  Office Park,  revenues  decreased  $63,710 when comparing 2000 to
1999.  The decrease in revenue is due to decreases  in tenant  derived  revenues
directly  related to the decreased  occupancy level than that reflected in prior
year.  Expenses  increased  $65,922 when  comparing  the two  year-end  periods,
primarily due to increases in interest expense ($34,978),  and professional fees
($31,273).  The increase in interest  expense can be attributed to the increased
interest rates  reflected in 2000. The increase in  professional  fees is due to
the expense of zoning  plans and survey fees for the  property  absorbed  during
2000 only.

The revenues at Tower Industrial  Building  increased $19,762 when comparing the
2000  year-end  results  to that of 1999.  This  increase  is  primarily  due to
increases  in base rental  revenue  ($7,004)  and real estate tax  reimbursement
($12,899).  The increase in rent can be attributed to increased rental rates for
the single  tenant at the prperty  than that of prior year.  The  increased  tax
revenue is directly  related to an increase  reflected in the annual real estate
tax expense.  Expenses increased $9,039 when comparing the two year-end periods.
This is primarily due to an increase in real estate tax as previously mentioned.

                                       10
<PAGE>




Revenues at Northeast  Commerce Center  increased when comparing 2000 to 1999 by
$46,799.  This  increase  can be  directly  attributed  to an increase in tenant
derived  revenues as a result of the 27%  increase in the  occupancy  level than
that of prior year.  Expenses  increased $32,366 when comparing the two year-end
periods, primarily due to increases in utility expense ($3,259), management fees
($2,808),  interest expense  ($17,807),  depreciation  and amortization  expense
($41,853),  and legal fees ($14,667).  These increases were partially  offset by
decreases in real estate tax expense  ($15,454),  and vacancy  related  expenses
($32,860).  The  increased  interest  expense can be attributed to the increased
interest rate reflected in 2000. The increase in depreciation  and  amortization
is due to the addition of capital and tenant leasehold  assets.  The increase in
legal fees is due to legal costs  incurred  while  obtaining  new  tenants.  The
decrease  in real estate tax expense  can be  attributed  to a reduction  in the
annual tax expense as a result of an appeal.  The  decrease  in vacancy  related
expenses is due to the increased occupancy status of the property.

At Countryside Office Park, revenues increased $324,734 due to increases in base
rental  revenue  ($214,247),  escalation  revenue  ($24,270),  real  estate  tax
reimbursement  revenue  ($102,552),  partially  offset  by a  decrease  in lease
termination fees ($16,335). The increase in base rent and escalation revenue can
be attributed  to the higher  occupancy  level  maintained  throughout  2000 and
higher  rental  rates.  The  increase  in real estate tax  reimbursement  can be
attributed to the reimbursement of significant appeal fees paid for the property
to lower annual real estate tax for three years.  The expense for these fees was
reflected in 1999.  Expenses at Countryside Office Park decreased ($95,533) when
comparing  year-end  results  for  2000  to the  prior  year,  primarily  due to
decreases in real estate tax expense  ($142,618),  bad debt  expense  ($34,695),
electrical repairs ($7,387), heating and air-conditioning repairs ($17,493), and
general building  maintenance  repairs ($18,478).  These decreased expenses were
partially  offset by  increases  in  interest  expense  ($10,811),  amortization
expense ($49,074),  cleaning and janitorial  expense  ($43,152),  and management
fees ($21,588). The decrease in real estate tax expense can be attributed to tax
consulting fees paid in 1999 only, as previously addressed.  The decrease in bad
debt expense is due to tenant  receivable  experiences  in 1999. The increase in
interest expense can also be attributed to the higher interest rate reflected in
2000. The increase in  amortization  is due to the addition of tenant  leasehold
improvements  and  commissions  in 2000. The increase in cleaning and janitorial
expense  can  be  attributed  to a  full-time  cleaning  day  porter  maintained
throughout 2000. The increase in management fee expense is directly attributable
to the increased revenues.

At Leawood Fountain Plaza,  revenues remained relatively  consistent with only a
($5,459)  decrease when comparing  2000 year-end  results to the prior year. The
decrease in revenue can  primarily  be  attributed  to a decrease in  escalation
revenue.  Expenses during 2000 increased $28,282 when compared to the prior year
due to  increases  in real estate tax  expense  ($17,423)  and bad debt  expense
($23,349),  partially  offset by decreases in amortization  expense ($8,615) and
various other operating  expenses  ($3,875).  The increase in real estate tax is
directly  attributable  to the increase in annual tax due for the property.  The
increase  in bad debt  expense is due to a more  conservative  estimate  in 2000
based on current risk indicators.

The Registrant  has a first mortgage with a floating  interest rate of 3/4% over
the then published prime rate of the lender. The properties which are collateral
for this loan are NorthCreek Office Park,  Countryside Office Park and Northeast
Commerce Center. The balance of the loan as of December 31, 2000 was $6,756,201.
The interest rate at year end was 10.25%.  The mortgage note agreement  provides
for a 3.25% interest rate on outstanding  principal if a compensating balance is
maintained during the immediately  preceding month.  During 2000 the Partnership
decreased  interest  expense  by  approximately  $75,000  from the  compensating
balance clause.

                                       11
<PAGE>


The  occupancy  levels at the  Registrant's  properties as of December 31, 2000,
1999 and 1998 are detailed in the schedule below.

                                          Occupancy rates at December 31,
                                       2000           1999             1998
                                       ------------------------------------

       NorthCreek Office Park            91%           100%             100%
       Tower Industrial                 100%           100%             100%
       Northeast Commerce Center         76%            49%              50%
       Countryside Executive Center      93%            90%              77%
       Leawood Fountain Plaza            89%            93%              87%

For the quarter ended  December 31, 2000,  occupancy at  NorthCreek  Office Park
decreased  to 91%.  During the  quarter,  two tenants  renewed  leases for 3,492
square  feet,  and one tenant  vacated  4,939 square  feet.  For the year,  five
tenants  signed new leases for 5,131  square  feet,  six tenants  renewed  their
leases for 12,928  square feet,  and seven tenants  vacated  12,198 square feet.
NorthCreek  Office  Park has one major  tenant  which  occupies  space under two
leases which,  together,  comprise 33% of the available space. These leases both
expire in December 2003.

Tower  Industrial  Building is leased by a single  tenant whose lease expires on
December 31, 2001.

At Northeast  Commerce  Center,  occupancy  increased to 76% during the quarter.
Leasing  activity  consisted of the Registrant  signing one new lease for 11,000
square  feet.  For the year ended  December  31,  2000 two new leases for 27,150
square feet were signed.  Northeast Commerce Center has four major tenants which
occupy  23%,  16%,  and two  which  each  occupy  11% of the  space  with  lease
expirations  of 2003,  2005,  and two in 2006,  respectively.  The Registrant is
working  closely with a Cincinnati  brokerage  firm to handle the leasing of the
remaining vacant square feet.

Occupancy  at  Countryside  Office Park  remained  consistent  at 93% during the
fourth quarter of 2000 and leasing activity consisted of two tenants signing new
leases for 4,595 square feet, and two tenants vacating 4,463 square feet. During
2000, six tenants signed new leases for 12,612 square feet, two tenants  renewed
their leases for 2,283 square feet,  and six tenants  vacated 8,736 square feet.
There  are two  major  tenants  at  Countryside  who  occupy  14% and 13% of the
available  space with  leases  which  expire in February  2005 and August  2002,
respectively.

During the fourth quarter at Leawood Fountain Plaza,  occupancy  remained stable
at 89%. There was no leasing  activity during the quarter.  During the year, the
Registrant  signed three new leases for 8,070 square feet,  renewed six tenants'
leases for 8,799 square feet,  and six tenants  vacated  11,295 square feet. The
property has two major  tenants,  one who occupies 14% of the space with a lease
which  expires in October  2001 and the other major  tenant  occupies 11% of the
space with a lease which expires in July 2004.

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

                                       12
<PAGE>

prices  in  active  markets,  if  available.  If quoted  market  prices  are not
available, an estimate 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
judgment is necessary to estimate fair value. Accordingly,  actual results could
vary significantly from such estimates.

2000 Comparisons
----------------

For the year ended December 31, 2000,  the  Registrant's  consolidated  revenues
were  $4,070,550  compared to $3,728,017  for the year ended  December 31, 1999.
Revenues  increased  $342,533  when  comparing  the two years.  The  increase in
revenue is primarily due to increases in overall revenues at Countryside  Office
Park, Tower Industrial, and Northeast Commerce Center.

For the year ended  December 31, 2000,  consolidated  expenses  were  $3,571,040
compared  to  $3,663,081  for the year ended  December  31,  1999.  Thus,  total
expenses decreased  $92,041.  The decrease in expenses was a result of decreases
in repairs and maintenance  related expenses  ($58,031),  professional  services
($25,191),  and  other  operating  expenses  ($187,232).  These  decreases  were
partially  offset by increases in interest expense  ($63,596),  depreciation and
amortization  expense  ($70,472),   real  estate  tax  expense  ($20,086),   and
management  fees  ($24,259).  The  decrease  in repairs and  maintenance  can be
attributed to decreases in electrical  and  heating/air-conditioning  repairs at
Countryside  Office Park. The decrease in professional fees is due to legal fees
incurred in connection with pending  litigation  regarding  partner lists at the
partnership  level in 1999 only.  The  decrease in other  operating  expenses is
primarily due to the decrease in tax consulting fees at Countryside  Office Park
($159,230)  and vacancy  related  expenses  ($33,485).  The increase in interest
expense can be attributed to the higher  interest rate reflected in 2000 for the
debt  secured  by  three  of  the  Registrant's  properties.   The  increase  in
amortization can be attributed to the addition of tenant  improvements and lease
commissions  throughout  2000.  The  increase in  management  fees is due to the
increased  revenues  reflected  in 2000.  Net income was $499,510 as compared to
$64,936  for the prior  year.  Net cash  provided by  operating  activities  was
$1,219,074  for the year ended  December 31, 2000.  The cash was used to provide
capital improvements to the properties of $626,415, and decrease the outstanding
balance of the mortgage loan by $115,045.

1999 Comparisons
----------------

For the year ended December 31, 1999,  the  Registrant's  consolidated  revenues
were  $3,728,017  compared to $3,680,649  for the year ended  December 31, 1998.
Revenues  increased  $47,368  when  comparing  the two years.  This  increase in
revenue is primarily due to an increase in base rental  revenues at  Countryside
Office  Park and to  increases  in both base rental and  escalation  revenues at
NorthCreek  and Leawood  Fountain  Plaza.  Positive  revenue  results from these
properties  were  partially  offset by a  significant  decrease  in  revenues at
Northeast  Commerce  Center,  due  to  the  property  being  only  50%  occupied
throughout 1999.

For the year ended December 31, 1999,  consolidated  expenses were $3,663,081 as
compared to $3,316,553 for the year ended 1998. Expenses increased $346,528 when
comparing the two year-end periods. This increase was primarily due to increases
in depreciation and amortization  ($10,535),  real estate tax expense  ($9,600),
repairs and maintenance related expenses ($107,812),  and professional  services
($244,968).  These  increased  expenses were  partially  offset by a decrease in
interest expenses  ($30,046).  The increase in professional  services expense is
primarily  due to tax  consulting  fees paid by  Countryside  Office  Park.  The
increase in repairs and  maintenance is mainly due to increased snow removal and
various maintenance costs at two of the Registrant's properties.  Net income for
the year ended 1999 was $64,936 as compared to $364,096 for the year ended 1998.


                                       13
<PAGE>

During 1999, net cash provided by operating  activities was $684,206.  This cash
was used to provide  capital  improvements  to the  properties of $618,970,  and
principal payments on the mortgage loan were made in the amount of $124,630.

Inflation
---------

The effects of inflation  did not have a material  impact upon the  Registrant's
operations  in fiscal  2000,  1999 and 1998 and are not  expected to  materially
affect the Registrant's operation in 2001.

Interest Rates
--------------

Interest  rates  on  floating  rate  debt  fluctuated  throughout  2000.  Future
increases in the prime interest rate can adversely  affect the operations of the
Registrant.


ITEM 7A. 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
December 31, 2000. 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  $6,756,201.
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.

ITEM 8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------------

Financial  Statements of the  Registrant  are filed herewith as Exhibit 99.3 and
are  incorporated  herein by reference (see Item  14(a)(1)).  The  supplementary
financial  information  specified by Item 302 of  Regulation  S-K is provided in
Item 7.


                                       14
<PAGE>


ITEM 9:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
------------------------------------------------------------------------
         FINANCIAL DISCLOSURE
         --------------------

                                      None

                                    PART III

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-----------------------------------------------------------

The  Registrant has two General  Partners.  The background and experience of the
General Partners are as follows:

The  General  Partner  of the  Registrant  responsible  for all  aspects  of the
Registrant's  operations  is Nooney  Income  Investments  Two,  Inc., a Missouri
corporation.  Nooney Income Investments Two, Inc., a wholly-owned  subsidiary of
S-P  Properties,  Inc.,  was formed in November  1984 for the purpose of being a
general and/or limited partner in the Registrant and other limited partnerships.

John J. Nooney is a Special General Partner of the Partnership and as such, does
not exercise control of the affairs of the Partnership.

The General  Partners  will  continue to serve as General  Partners  until their
withdrawal or their removal from office by the Limited Partners.

Certain of the General Partners act as general partners of limited  partnerships
and  hold  directorships  of  companies  with a class of  securities  registered
pursuant to Section 12(g) of the  Securities  Exchange Act of 1934 or subject to
the requirements of Section 15(d) of the Act. A list of such directorships,  and
the  limited  partnerships  for  which the  General  Partners  serve as  general
partners,  is  filed  herewith  as  Exhibit  99.1  and  incorporated  herein  by
reference.

ITEM 11: EXECUTIVE COMPENSATION
-------------------------------

The General  Partners  are entitled to a share of  distributions  and a share of
profits and losses as more fully described under the headings  "Compensation  to
General  Partners and Affiliates" on pages 26-27 and "Profits and Losses for Tax
Purposes; Distributions; and Expenses of General Partners" on pages A-17 to A-22
of the Prospectus of the Registrant dated February 15, 1985, as supplemented and
filed pursuant to Rule 424(c) of the Securities Act of 1933 (the  "Prospectus"),
which are incorporated herein by reference.

During  2000,  no cash  distributions  were paid to the General  Partners by the
Registrant.

See Item 13 below for a discussion of  transactions  between the  Registrant and
certain affiliates of the General Partners.


                                       15
<PAGE>

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-----------------------------------------------------------------------

(a) Security Ownership of Certain Beneficial Owners.

   Title             Name of                Amount and Nature of    Percentage
 of Class         Beneficial Owner          Beneficial Ownership     of Class
 --------         ----------------          --------------------    ----------

 Limited       CGS Real Estate Company           1121 Units            5.83%
Partnership
 Interests

CGS is located at 1800 E. Deere Street, Santa Ana, California  92705.

(b)  Security Ownership of Management.

None of the General  Partners is known to the  Registrant  to be the  beneficial
owner, either directly or indirectly, of any Interests in the Registrant.

(c)  Changes in Control.

There are no arrangements known to the Registrant, the operation of which may at
a subsequent date result in a change in control of the Registrant.

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

(a)  Transactions with Management and Others.

Certain  affiliates  of the General  Partners  are  entitled to certain fees and
other payments from the Registrant in connection  with certain  transactions  of
the  Registrant  as more fully  described  under the headings  "Compensation  to
General  Partners and Affiliates" on pages 26-27 and "Management" on pages 23-25
of the Prospectus, which are incorporated herein by reference.

American  Spectrum  Midwest,  the manager of the Registrant's  properties,  is a
wholly-owned  subsidiary of CGS Real Estate Company, an affiliate of the General
Partner.  American Spectrum Midwest is entitled to receive monthly  compensation
from  the  Registrant  for  property  management  and  leasing  services,   plus
administrative  expenses.  During  fiscal  2000  the  Registrant  paid  property
management  fees of  $241,121  to  American  Spectrum  Midwest  and  $40,000  as
reimbursement  for indirect  expenses  incurred in connection with management of
the Registrant.

(b)  Certain Business Relationships.

The  relationship  of  certain  of the  General  Partners  to  certain  of their
affiliates  is set forth in Item 13(a)  above.  Also see Item 13(a)  above for a
discussion of amounts paid by the  Registrant  to the General  Partners or their
affiliates  during the year ended  December 31, 2000 in connection  with various
transactions.


                                       16
<PAGE>

(c)  Indebtedness of Management.

Not Applicable.

(d)  Transactions with promoters.

Not Applicable.


                                       17
<PAGE>



                                     PART IV
                                     -------


ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------

(a)      The following documents are filed as a part of this report:

             1.  Financial Statements (filed herewith as Exhibit 99.3):

                 Report of Independent Public Accountants
                 Balance sheets
                 Statements of operations
                 Statements of partners' equity (deficit)
                 Statements of cash flows
                 Notes to financial statements

             2.  Financial Statement Schedules (filed herewith as Exhibit 99.3):

                 Schedule II - Valuation and Qualifying Accounts

                 Schedule III - Real estate and accumulated depreciation

                 All other  schedules  are  omitted  because  they are
                 inapplicable or not required under the instructions.

             3.  Exhibits:

                 See Exhibit Index on Page 20.

(b)      Reports on Form 8-K

         During  the last  quarter of the period  covered  by this  report,  the
         Registrant filed no reports on Form 8-K.

(c)      Exhibits:

         See Exhibit Index on Page 20.

(d)      Not applicable.


                                       18
<PAGE>

                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) 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:        March 30, 2001              Nooney Income Investments Two, Inc.
      -----------------------------      General Partner


                                         By: /s/William J. Carden
                                             ----------------------------
                                             William J. Carden - Director
                                             Chairman of the Board and
                                             Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.


Date:        March 30, 2001              By: /s/William J. Carden
     ------------------------------          ---------------------------
                                             William J. Carden
                                             Chairman of the Board and
                                             Chief Executive Officer

Date:        March 30, 2001              By: /s/Gregory J. Nooney, Jr.
     ------------------------------          ---------------------------
                                             Gregory J. Nooney, Jr.
                                             Director

Date:        March 30, 2001              By: /s/Thomas N. Thurber
     ------------------------------          ---------------------------
                                             Thomas N. Thurber
                                             Director


                                       19
<PAGE>


                                  EXHIBIT INDEX
                                  -------------


Exhibit
Number                         Description
-------                        -----------

 3          Amended and Restated Agreement and Certificate of Limited
            Partnership dated February 3, 1986, is incorporated by
            reference to the Registrant's Annual Report on Form 10-K
            for the fiscal year ended October 31, 1986, as filed
            pursuant to Rule 13a-1 of the Securities Exchange Act of
            1934 (File No. 0-14360).

10          Management Contract between Nooney Income Fund Ltd. II
            and Nooney, Inc.(k/n/a American Spectrum Midwest)
            dated March 12, 1985, is incorporated by reference to the
            Registrant's Annual Report on Form 10-K for the fiscal year
            ended October 31, 1985, as filed pursuant to Rule 15d-1 of
            the Securities Exchange Act of 1934 (File No. 2-94533).

99.1        List of Directorships filed in response to Item 10.

99.2        Pages  23-27  and A-17 - A-22 of the  Prospectus  of the  Registrant
            dated February 15, 1985, as supplemented  and filed pursuant to Rule
            424(c) of the Securities Act of 1933 are incorporated by reference.

99.3        Financial Statements and Schedules.


                                       20