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, 1996
                          ------------------------------------------------------


                                       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.)

7701 Forsyth Boulevard, St. Louis, Missouri                    63105
-------------------------------------------                  ------------------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code     (314) 863-7700
                                                   -----------------------------

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

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 _____.

                               Page 1 of 34 Pages
                        Exhibit Index located on Page 20

<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, 1997, 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 not
beneficially  owned on February 1, 1997,  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 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

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

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,  continued  this
improvement  in  1995  and  1996,  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  future  acquisitions  and
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 Nooney Krombach Company, an
affiliate of the General Partners.


                                       -3-
<PAGE>

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  29,000,  28,000 and 25,000 net rentable square feet respectively,
or an  aggregate  of  approximately  82,000 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 92% leased by 39 tenants at December 31, 1996.

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.

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.  The building was 61% leased by 31 tenants at
December  31,  1996.  (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


                                       -4-
<PAGE>

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  subsidary  of the  mortgage  lender  in  proportion  to their
respective percentage  interests.  The buildings were 87% leased by 4 tenants at
December  31,  1996.  (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 19,500,  24,000 and 48,000
net rentable square feet respectively,  or an aggregate of approximately  91,500
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 subsididary of
the mortgage lender in proportion to their respective percentage interests.  The
complex  was 98%  leased  by 35  tenants  at  December  31,  1996.  (See Item 7:
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations - Liquidity and Capital Resources.)

Reference is made to Note 7 of Notes to Financial  Statements  for a description
of revenues derived from major tenants.


                                       -5-
<PAGE>

<TABLE>
The following  table sets forth  certain  information  as of December 31, 1996, relating to the properties owned by the Partnership.

<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                                                                            Baxter International Inc.
Building                   42,000        $  153,200            $3.64          100%          (100%)                        2000

Leawood Fountain                                                                            Midwest Mechanical (11%)      1998
Plaza                      82,000        $1,140,000           $15.19           92%          Family Medical Care of        1999
                                                                                            Kansas City (10%)

Northeast                                                                                   Baldwin Piano & Organ
Commerce Center           100,000        $  553,710           $ 6.33           87%          Co. (50%)                     1998
                                                                                            Hill Top Research (11%)       2001
                                                                                            Aerospace International
                                                                                            (19%)                         1999
Countryside
Executive Center           91,000        $  840,120           $15.08           61%          Insurance Auto Auctions
                                                                                            (13%)                         1997

NorthCreek Office                                                                           Cincinnati Group Health
Parj                       91,500        $1,196,300           $13.54           98%          Associates (28%), (8%)        2003, 1998

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

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, 1997 there were 1,634  record  holders of  Interests  in the
Registrant.  There  is no  public  market  for  the  Interests  and  it  is  not
anticipated that a public market will develop.

                      Cash Distributions Paid Per Limited Partnership Unit
                      ----------------------------------------------------

                First Quarter   Second Quarter   Third Quarter   Fourth Quarter
                -------------   --------------   -------------   --------------


1995                   0             $6.25             0              $6.25

1996                   0                 0             0             $12.50


                                       -7-
<PAGE>

<TABLE>
ITEM 6:  SELECTED FINANCIAL DATA
<CAPTION>
                                                                                       Year Ended December 31,
                                                                --------------------------------------------------------------------
                                                                    1996         1995 (1)        1994          1993          1992
                                                                            (Not covered by independent auditors' report)

<S>                                                             <C>           <C>           <C>           <C>           <C>
Rental and other income                                         $ 3,502,080   $ 1,754,750   $ 1,729,872   $ 1,843,782   $ 1,893,640

Net income (loss)                                                    83,571       209,517       254,046    (1,261,814)     (197,387)

Data per limited partnership unit:

  Net income (loss)                                                    3.69         10.17         12.16        (65.61)       (10.17)

  Cash distributions - Investment income                               3.69         10.17         12.16          --            --

  Cash distributions - Return of capital                               8.81          2.33          6.59         12.50          --

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

At year-end:

  Total assets                                                   16,473,106    16,803,566     9,118,452     9,287,233    10,807,797

  Investment property, net                                       14,798,098    15,166,737     7,803,472     7,980,243     9,334,150

  Mortgage note payable                                           7,190,000     7,190,000          --            --            --

  Partners' equity                                                8,472,267     8,643,642     8,689,086     8,817,462    10,334,221


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

(1) Balance sheet includes the effects of an acquisition which occurred on December 29, 1995.  See Note 1 to financial statements.
</TABLE>

                                                                -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,  1996,  is  $1,323,026,  an increase of $230,867
from the year ended December 31, 1995.  During 1996, cash provided by operations
increased  when  compared to the prior year because of the prior  year's  higher
expenses  related to the Consent  Statement.  No such  expenses were incurred in
1996 and thus the  Registrant  was able to accumulate  more cash  reserves.  The
Registrant  expects the  capital  expenditures  during  1997 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          $ 45,000     $ 90,986    $135,986
      Tower Industrial Building              0            0           0
      Northeast Commerce Center              0       88,289      88,289
      Countryside Executive Center      72,401      530,488     602,889
      Leawood Fountain Plaza (24%)      30,180       48,341      78,521
                                      ---------------------------------
                                      $147,581     $758,104    $905,685
                                      =================================

The significant amount of leasing capital for NorthCreek Office Park,  Northeast
Commerce Center, Countryside Executive Center and Leawood Fountain Plaza relates
to costs  for the  construction  of tenant  improvements  and  payment  of lease
commissions  for new and  renewal  leases.  The other  capital  is for  restroom
countertops  and treatment of the wood shingle roofs at NorthCreek  Office Park,
siding repairs and repainting,  as well as continuing the parking lot overlay at
Countryside  Executive Center, and sprinkler additions at Leawood Fountain Plaza
to bring the building up to current codes.

As previously  disclosed,  the Registrant feels that the market conditions exist
where  Countryside  Executive  Center  should be sold.  The strategy has been to
lease up the  property  and,  once an  acceptable  level of  occupancy  has been
obtained,  to put the  building  on the market for sale.  During  1996,  leasing
results  were poor and thus the  building  has not yet been placed on the market
for sale. The Registrant is working  closely with a local  brokerage firm in the
market area of the property and will be making significant  efforts to lease the
vacant  space in 1997 so that,  by the end of the  third  quarter  of 1997,  the
building  will be at an occupancy  level  sufficient  to market the property for
sale at a price that will be acceptable to the Registrant.

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 sell Countryside  Executive Center at a price
sufficient to satisfy required  obligations.  Until such time as the real estate
market fully recovers,  the Registrant will continue to manage the properties to
achieve its investment objectives.


                                       -9-
<PAGE>

Results of Operations

The results of operations  for the  Registrant's  properties for the years ended
December 31, 1996, 1995 and 1994 are detailed in the schedule below. Expenses of
the Registrant are excluded.
<TABLE>
<CAPTION>
                               NorthCreek         Tower           Northeast       Countryside          Leawood
                               Office Park      Industrial        Commerce          Executive          Fountain
                                  (100%)          (100%)           (100%)         Center (100%)       Plaza (24%)
                               -----------      ----------        ---------       -------------       -----------
<S>                             <C>               <C>              <C>              <C>                 <C>
1996
----
Revenues                        $1,387,766        $199,099         $582,345         $1,068,983          $286,674
Expenses                         1,171,977         109,090          671,080          1,087,519           278,219
                               ---------------------------------------------------------------------------------

Net Income (Loss)               $  215,789        $ 90,009         $(88,735)        $  (18,536)         $  8,455

Note:   In 1995 and 1994, the Registrant owned only a partial interest in three of its properties.
The results of operations for those years reflect the following percentage.

                               NorthCreek         Tower           Northeast       Countryside          Leawood
                               Office Park      Industrial        Commerce          Executive          Fountain
                                  (45%)           (100%)            (45%)         Center  (50%)       Plaza (24%)
                               -----------      ----------        ---------       -------------       -----------
1995
----
Revenues                        $  588,137        $189,118         $190,971         $  537,615          $279,202
Expenses                           426,096          98,856          235,966            619,398           258,081
                               ---------------------------------------------------------------------------------

Net Income (Loss)               $  162,041        $ 90,262         $(44,995)        $  (81,783)         $ 21,121

1994
----
Revenues                        $  546,704        $181,873         $233,643         $  553,433          $257,715
Expenses                           429,322          86,763          239,895            589,994           246,818
                               ---------------------------------------------------------------------------------

Net Income (Loss)               $  117,382        $ 95,110         $ (6,252)        $  (36,561)         $ 10,897
</TABLE>

At  NorthCreek  Office  Park,  revenues  increased  6% from  1995 to 1996 due to
increasing rental rates in the overall market.  Expenses increased 24% from 1995
to 1996 due to interest  payments  made during 1996. As indicated in last year's
report,  the Registrant  purchased the undivided  interest in NorthCreek  Office
Park, Countryside Executive Center and Northeast Commerce Center on December 29,
1995 that had not previously been owned by the Registrant. The purchase price of
$7,190,000 was financed through a first mortgage loan secured by the properties.
The first  mortgage  loan has a  floating  interest  rate of 3/4% above the then


                                      -10-
<PAGE>

published prime rate of the lender. Payments on the note were structured whereby
only interest was due during 1996.  Principal  payments will commence January 1,
1997.  Interest  payments of $337,746 were made by NorthCreek Office Park during
the year.  Without the addition of this new interest expense,  overall operating
expenses would have decreased by 11% due to decreases in cleaning  ($14,200) and
legal &  administrative  fees ($9,106).  Occupancy  increased in 1996 to 98%. In
1995 and 1994, the occupancy averaged 97%. Due to the increase in expenses,  net
income decreased $144,302 when comparing 1996 to the prior year.

The operations at Tower Industrial Building,  which remains occupied by a single
tenant, have been relatively stable over the 3-year period.

Operating  results at Northeast  Commerce Center  significantly  improved during
1996.  Revenues  increased  $157,965  or  37%  due to the  overall  increase  in
occupancy  which went from 56% at  year-ended  1995 to 87% at the year end 1996.
Revenues  decreased from 1994 to 1995 due to the fact that in 1994, the property
was occupied by a short-term tenant for most of the year.  Occupancy at year-end
1994 was the same as at the year-end 1995 at 56%. Expenses at Northeast Commerce
Center  increased  28% from 1995 to 1996  because of the  payment of $171,666 of
interest due to the new loan placed on the property. Without the addition of the
interest expense,  the overall operating  expenses of the property  decreased in
1996. The net loss on the property decreased from 1995 to 1996 by $11,254.

At Countryside  Executive Center,  revenues  decreased less than 1% from 1995 to
1996  dropping  for the third  consecutive  year.  The  decrease  in revenues is
attributable  to a  decrease  in  occupancy  from  1995 to 1996.  Expenses  also
decreased from 1995 to 1996, due to the fact that the property was held for sale
and, therefore, no depreciation expense was taken. This decrease in depreciation
expense was offset by an increase in interest expense of $104,594.  There was no
interest  expense  in  1994 or 1995 as  previously  discussed.  The net  loss at
Countryside Executive Center decreased from 1995 to 1996 by $145,030.

At  Leawood  Fountain  Plaza,  revenues  increased  for the third year in a row,
increasing $7,472 between 1995 and 1996. This increase in revenue during 1996 is
attributable to an increase in the common area maintenance  reimbursements  from
tenants  ($21,704) offset by a decrease in miscellaneous  income  ($16,104).  In
1995, a  termination  payment was received from a tenant who vacated their space
during 1995 which caused a non-recurring  increase in revenues that year. During
1995,  expenses increased $35,665 when compared to 1994 expenses.  The increases
were related to increases in amortization ($12,003), real estate taxes ($6,808),
repairs and maintenance  ($9,369),  and administrative  costs ($6,735) offset by
decreases in cleaning and parking lot expenditures.  Expenses  increased $20,138
from 1995 to 1996.  The  increase in expenses was  attributable  to increases in
electric  ($3,549),   parking  lot  ($2,550),   heating,   ventilating  and  air
conditioning repair and maintenance ($2,271), and real estate taxes ($11,914).


                                      -11-
<PAGE>

The  occupancy  levels at the  Registrant's  properties as of December 31, 1996,
1995 and 1994 are detailed in the schedule below.

                                          Occupancy rates at December 31,
                                            1996       1995       1994
                                            --------------------------
         NorthCreek Office Park              98%        97%        97%
         Tower Industrial                   100%       100%       100%
         Northeast Commerce Center           87%        56%        56%
         Countryside Executive Center        61%        73%        83%
         Leawood Fountain Plaza              92%        92%        90%

For the quarter ended  December 31, 1996,  occupancy at  NorthCreek  Office Park
remained at 98%. There was no leasing  activity during the fourth  quarter.  For
the year, occupancy increased 1% to 98%. There were seven new leases for tenants
occupying  8,209 square  feet,  renewal  leases for three new tenants  occupying
4,674  square  feet  and five  tenants  vacated  occupying  6,477  square  feet.
NorthCreek  Office Park has one major  tenant  which  occupies  spaces under two
leases which together  comprise 36% of the available space.  These leases expire
in December 1998 and December 2003.

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

There was no leasing  activity  during the fourth quarter at Northeast  Commerce
Center. The occupancy remained at 87%. During 1996, however,  one tenant renewed
its lease in 6,000  square  feet and then  expanded  into an  additional  12,560
square  feet.  This lease  expires in October  1999.  The largest  tenant at the
property  occupying 50,000 square feet also renewed its lease during 1996 for an
additional  two year term which  expires at the end of  December  1998.  Another
major tenant signed a new lease for 10,900  square feet.  In addition,  a second
new lease was signed for 8,000 square feet.

During the fourth  quarter at Countryside  Executive  Center,  leasing  activity
included one new lease for 442 square feet,  one renewal for 120 square feet and
three tenants vacated occupying 11,694 square feet. Occupancy decreased from 74%
at the  beginning  of the  quarter to 61% at the  quarter's  end.  For the year,
occupancy decreased from 73% to 61%. There were five new leases for 4,904 square
feet, eight renewals for 7,392,  while six tenants  occupying 15,771 square feet
vacated.  There is one major  tenant  which  occupies  approximately  13% of the
building under a month-to-month  lease.  During 1996, the Registrant worked hard
to renew and expand this tenant in the  building.  Subsequent  to year end,  the
tenant has  decided  to vacate  Countryside  Executive  Center and move to a new
location in May 1997.  The tenant remains on a  month-to-month  lease until that
time.

At Leawood  Fountain Plaza,  occupancy  increased during the fourth quarter from
90% to 92%. The increase is  attributable to new leases with three tenants for a
total of 3,207  square feet while one tenant  occupying  811 square feet renewed
and two tenants vacated 1,537 square feet. For all of 1996,  occupancy  remained
level at 92%.  During  1996,  the  Registrant  signed eight new leases for 7,009
square feet,  renewed leases with six tenants occupying 7,289 square feet, while
seven tenants  occupying  7,093 square feet vacated.  The property has two major


                                      -12-
<PAGE>

tenants,  one who occupies  approximately 11% of the available space whose lease
expires in July 1998 and the second major tenant who occupies  approximately 10%
of the available space is on a lease which expires in July of 1999.

1996 Comparisons

As of December 31, 1996, the Registrant's  consolidated revenues were $3,509,669
compared to $1,786,540  for the year ended  December 31, 1995.  This increase of
96% is attributable to the fact that the Registrant now owns 100% of Countryside
Executive Center, Northeast Commerce Center and NorthCreek Office Park. In prior
years, the Registrant owned 50%, 45% and 45%, respectively.

For the year ended  December 31, 1996,  consolidated  expenses  were  $3,426,098
compared  to  $1,577,023  for  the  year  ended  1995.   Consolidated   expenses
significantly  increased  due to the fact that the  Registrant  now owns 100% of
Countryside  Executive Center,  Northeast  Commerce Center and NorthCreek Office
Park. In addition as previously  stated,  the Registrant placed a first mortgage
loan on these  properties  at the time of the  purchase.  Consolidated  interest
expense for 1996 was $614,006. In addition, depreciation increased from $450,319
in 1995 to $652,940 in 1996. Net income on a consolidated  basis  decreased from
$209,517  in 1995 to $83,571 in 1996.  Net income per limited  partnership  unit
decreased  from  $10.17  to $3.69 in  1996.  The  decreases  in net  income  are
attributable to the additional depreciation expense the Registrant now incurs as
a result of the purchase of the additional  property interest.  During 1996, the
Registrant  distributed  $225,189 to the partners  and had net  additions to the
investment properties of $267,056.

1995 Comparisons

As of December 31, 1995, the Registrant's  consolidated  revenues are $1,786,540
compared to  $1,753,366  for the year ended  December 31, 1994.  The increase of
$33,174 can be attributable to increased  revenues at NorthCreek Office Park and
Leawood  Fountain Plaza along with a decrease in rent  concessions at NorthCreek
Office Park.  Offsetting  the revenue  increases  were  decreases in revenues at
Northeast  Commerce  Center.  The  increase in  consolidated  revenues  directly
correlates with an increase in average  occupancy at both NorthCreek Office Park
and Leawood Fountain Plaza when comparing 1994 to 1995. While NorthCreek  Office
Park and Leawood Fountain Plaza had increases in average occupancy and revenues,
Northeast Commerce Center's average occupancy decreased along with its revenues.

For the year ended December 31, 1995 consolidated  expenses are $1,577,023 which
is an increase of $77,703 when  compared to year ended  December  31, 1994.  The
increase in  consolidated  expenses  can be  attributable  to  increases in real
estate taxes,  operating  expenses and professional  services.  The increases in
real estate taxes is  attributable to Countryside  Executive  Center and Leawood
Fountain  Plaza.  The  increase in  operating  expenses  relates to increases in
administrative costs ($17,555) and vacancy expense ($13,445), offset by decrease


                                      -13-
<PAGE>

in cleaning ($7,218).  The increase in administrative  costs are attributable to
the Consent  Statement.  The increase in vacancy  expense relates to Countryside
Executive  Center and Northeast  Commerce  Center while the decrease in cleaning
was predominately  attributable to Countryside  Executive  Center.  Professional
fees increased during 1995 due to costs associated with the Consent Statement.

With revenues increasing $33,174 and expenses increasing $77,703, net income for
the year ended December 31, 1995,  decreased $44,529 when compared to year ended
December 31, 1994. The decrease in net income  resulted in a decline in earnings
per limited  partnership unit of $1.99. Cash flow provided by operations for the
year ended  December  31,  1995 is $823,576  compared  to  $706,242  provided by
operations  in 1994.  The  Registrant  distributed  $254,961  to the limited and
general partners along with $154,049 of property additions.

Inflation

The effects of inflation  did not have a material  impact upon the  Registrant's
operations in fiscal l995 or 1996, and are not expected to materially affect the
Registrant's operation in l997.

Interest Rates

In 1996 the  Registrant  was not  affected by  increases  in  interest  rates on
floating rate debt.  Future  increases in the prime  interest rate can adversely
affect the operations of the Registrant.


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 not applicable.

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

                                      None


                                      -14-
<PAGE>

                                    PART III

ITEM 10:          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  General  Partners  of the  Registrant  responsible  for all  aspects of the
Registrant's  operations  are Gregory J. Nooney,  Jr., age 66, and Nooney Income
Investments  Two,  Inc., a Missouri  corporation.  Gregory J.  Nooney,  Jr. is a
senior officer of Nooney Company, the sponsor of the Registrant.

The background and experience of the General Partners are as follows:

Gregory J. Nooney,  Jr. joined Nooney Company in 1954 and is currently  Chairman
of the Board and Chief Executive Officer.

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

John J. Nooney  joined  Nooney  Company in 1958 and was  President and Treasurer
until he  resigned in 1992.  Mr.  Nooney is  currently  Chairman of the Board of
Dalton Investments, a real estate asset management firm.

Nooney Income  Investments Two, Inc. was formed in November 1984 for the purpose
of being a general  and/or  limited  partner in the Registrant and other limited
partnerships.  Gregory J. Nooney, Jr. is a director of Nooney Income Investments
Two, Inc.

Gregory J. Nooney,  Jr. and John J. Nooney are brothers.  Gregory J. Nooney, Jr.
and Faith L. Nooney (wife of John J. Nooney) are stockholders of Nooney Company,
with Gregory J. Nooney, Jr. controlling all voting stock of Nooney Company.

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.

During 1993 Lindbergh Boulevard Partners,  L.P. filed a voluntary petition under
Chapter 11 of the United States Bankruptcy Code.  Gregory J. Nooney,  Jr. is the
general  partner of Nooney Ltd. II, L.P, which in turn is the general partner of
Nooney  Development  Partners,  L.P.,  which in turn is the  general  partner of
Nooney-Hazelwood  Associates,  L.P.  which is the general  partner of  Lindbergh
Boulevard  Partners,  L.P.  Lindbergh  Boulevard  Partners,  L.P.  emerged  from
bankruptcy on May 17, 1994, when its Plan of Reorganization was confirmed.


                                      -15-
<PAGE>

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 1996, cash  distributions of $14,683 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.


ITEM 12:          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                  AND MANAGEMENT

(a) Security Ownership of Certain Beneficial Owners.

No person is known to the Registrant to be the beneficial  owner of more than 5%
of the outstanding Interests of the Registrant.

(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.


                                      -16-
<PAGE>

Nooney  Krombach  Company,  the  manager  of  Registrant's   properties,   is  a
wholly-owned  subsidiary of Nooney Company.  Nooney Krombach Company is entitled
to receive monthly  compensation from the Registrant for property management and
leasing services, plus reimbursement of expenses. During the year ended December
31, 1996, the  Registrant  paid property  management  fees of $211,474 to Nooney
Krombach Company.

The  Registrant  paid Nooney  Krombach  Company  $40,000 for  reimbursement  for
certain administrative  services including accounting,  issuing and transferring
of units,  data processing,  investor  communications  and other  administrative
services.

See Item 11 above for a  discussion  of cash  distributions  paid to the General
Partners during the year ended December 31, 1996.

(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, 1996 in connection  with various
transactions.

(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):

                 Independent auditors' report
                 Balance sheets
                 Statements of operations
                 Statements of partners' equity (deficiency in assets)
                 Statements of cash flows
                 Notes to financial statements

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

                 Schedule - Reconciliation of partners' equity (deficiency
                            in assets)
                 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 31, 1997             /s/ Gregory J. Nooney, Jr.
      ---------------------------      --------------------------------------

                                       Gregory J. Nooney, Jr.
                                       General Partner


                                       Nooney Income Investments Two, Inc.



                                       By:/s/ Gregory J. Nooney, Jr.
                                       --------------------------------------
                                          Gregory J. Nooney, Jr. - Director
                                          Chairman of the Board and
                                          Chief Executive Officer



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

                                       BEING A MAJORITY OF THE DIRECTORS


                                      -19-
<PAGE>

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


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

 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).                                      N/A


10          Management Contract between Nooney Income Fund Ltd. II
            and Nooney Management Company (now Nooney Krombach Company)
            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).       N/A

99.1        List of Directorships filed in response to Item 10.            21

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.                    N/A

99.3        Financial Statements and Schedules.                         22-34


                                      -20-