Exhibit 99.3








INDEPENDENT AUDITORS' REPORT


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

We have audited the  accompanying  balance sheets of Nooney Income Fund Ltd. II,
L.P. (a limited  partnership)  as of December 31, 1998 and 1997, and the related
statements of operations,  partners' equity (deficit) and cash flows for each of
the three years in the period ended  December 31, 1998. Our audits also included
the  financial  statement  schedules  listed in the index at Item 14(a)2.  These
financial  statements  are  the  responsibility  of  the  Partnership's  general
partners.  Our  responsibility  is to  express  an  opinion  on these  financial
statements based on our audits.

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

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the  financial  position of Nooney  Income Fund,  Ltd. II, L.P. as of
December 31, 1998 and 1997, and the results of its operations and its cash flows
for each of the three years in the period ended  December 31, 1998 in conformity
with  generally  accepted  accounting  principles.  Also,  in our opinion,  such
financial  statement  schedules,  when  considered  in  relation  to  the  basic
financial  statements taken as a whole,  present fairly in all material respects
the information set forth therein.





January 29, 1999



                                      -23-

<PAGE>



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

BALANCE SHEETS
DECEMBER 31, 1998 AND 1997
--------------------------------------------------------------------------------


ASSETS                                                   1998            1997

CASH AND CASH EQUIVALENTS                            $ 1,249,605     $ 1,378,138

ACCOUNTS RECEIVABLE (net of allowance of
  $255,409 in 1998 and $233,702 in 1997)                 205,323         152,950

PREPAID EXPENSES AND OTHER ASSETS                         21,505          17,052

INVESTMENT PROPERTY:
  Land                                                 2,618,857       2,618,857
  Buildings and improvements                          13,618,572      13,517,224
                                                     -----------     -----------

                                                      16,237,429      16,136,081
  Less accumulated depreciation                        4,691,263       4,194,255
                                                     -----------     -----------

                                                      11,546,166      11,941,826
  Investment property held for sale                    2,826,591       2,802,714
                                                     -----------     -----------

           Total investment property                  14,372,757      14,744,540

DEFERRED EXPENSES - At amortized cost                    280,805         271,024
                                                     -----------     -----------

TOTAL                                                $16,129,995     $16,563,704
                                                     ===========     ===========


LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
  Accounts payable and accrued expenses              $   160,061     $   480,609
  Accrued real estate taxes                              499,728         556,902
  Refundable tenant deposits                             211,787         148,774
  Mortgage note payable                                6,995,876       7,096,532
                                                     -----------     -----------
     Total liabilities
                                                       7,867,452       8,282,817

PARTNERS' EQUITY                                       8,262,543       8,280,887
                                                     -----------     -----------
TOTAL                                                $16,129,995     $16,563,704
                                                     ===========     ===========

See notes to financial statements.

                                      -24-
<PAGE>


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

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
--------------------------------------------------------------------------------


                                               1998         1997         1996

REVENUES:
  Rental and other income                   $3,680,649   $3,355,159   $3,502,080
  Interest                                                    1,614        7,589
                                            ----------   ----------   ----------

          Total revenues
                                             3,680,649    3,356,773    3,509,669

EXPENSES:
  Interest                                     584,329      595,696      614,006
  Depreciation and amortization                755,447      670,997      652,940
  Real estate taxes                            534,592      597,849      754,649
  Property management fees - related party     215,198      201,992      211,474
  Repairs and maintenance                      334,606      293,264      306,146
  Professional services                        135,134      224,330      131,951
  Other operating expenses (includes
    $40,000 in each year to related party)     757,247      709,058      754,932
                                            ----------   ----------   ----------

          Total expenses                     3,316,553    3,293,186    3,426,098
                                            ----------   ----------   ----------

NET INCOME                                  $  364,096   $   63,587   $   83,571
                                            ==========   ==========   ==========

NET INCOME ALLOCATION:
  General partners                          $   21,480   $   12,529   $   12,729
  Limited partners                          $  342,616   $   51,058   $   70,842

LIMITED PARTNERS' DATA:
  Net income per unit                       $    17.83   $     2.66   $     3.69
                                            ==========   ==========   ==========

  Cash distributions - Investment
   income per unit                          $    17.83   $     2.66   $     3.69
                                            ==========   ==========   ==========

  Cash distributions - Return of
   capital per unit                         $     0.92   $     9.84   $     8.81
                                            ==========   ==========   ==========

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

See notes to financial statements.

                                      -25-

<PAGE>


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

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
--------------------------------------------------------------------------------


                                          Limited        General
                                          Partners       Partners       Total

BALANCE (DEFICIT), JANUARY 1, 1996      $ 8,770,185   $  (126,543)  $ 8,643,642

  Net income                                 70,842        12,729        83,571

  Cash distributions                       (240,263)      (14,683)     (254,946)
                                        -----------   -----------   -----------

BALANCE (DEFICIT), DECEMBER 31, 1996      8,600,764      (128,497)    8,472,267

  Net income                                 51,058        12,529        63,587

  Cash distributions                       (240,263)      (14,704)     (254,967)
                                        -----------   -----------   -----------

BALANCE (DEFICIT), DECEMBER 31, 1997      8,411,559      (130,672)    8,280,887

  Net income                                342,616        21,480       364,096

  Cash distributions                       (360,394)      (22,046)     (382,440)
                                        -----------   -----------   -----------

BALANCE (DEFICIT), DECEMBER 31, 1998    $ 8,393,781   $  (131,238)  $ 8,262,543
                                        ===========   ===========   ===========

See notes to financial statements.

                                      -26-


<PAGE>


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

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
--------------------------------------------------------------------------------


                                              1998          1997         1996

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                              $   364,096  $    63,587  $    83,571
  Adjustments to reconcile net income
   to net cash provided by operating
   activities:
      Depreciation                            660,875      604,818      593,828
      Amortization of deferred expenses        94,572       66,179       59,112
      Net changes in accounts affecting
       operations:
        Accounts receivable                   (52,373)      66,705      100,860
        Prepaid expenses and other assets      (4,453)      (6,864)      (5,749)
        Deferred expenses                    (104,353)    (215,064)      38,465
        Accounts payable and accrued
         expenses                            (320,548)     377,278     (148,448)
        Accrued real estate taxes             (57,174)     (25,580)     (23,629)
        Refundable tenant deposits             63,013       23,748       12,992
                                          -----------  -----------  -----------

           Net cash provided by
            operating activities              643,655      954,807      711,002
                                          -----------  -----------  -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
  Additions to investment property           (289,092)    (551,260)    (225,189)
                                          -----------  -----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions to partners             (382,440)    (254,967)    (254,946)
  Mortgage principal payments                (100,656)     (93,468)
                                          -----------  -----------  -----------
           Net cash used in financing 
            activities                       (483,096)    (348,435)    (254,946)
                                          -----------  -----------  -----------

NET (DECREASE) INCREASE IN CASH AND
  CASH EQUIVALENTS                           (128,533)      55,112      230,867

CASH AND CASH EQUIVALENTS, BEGINNING
  OF YEAR                                   1,378,138    1,323,026    1,092,159
                                          -----------  -----------  -----------

CASH AND CASH EQUIVALENTS, END
  OF YEAR                                   1,249,605  $ 1,378,138  $ 1,323,026
                                          ===========  ===========  ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION - Cash paid during the 
  year for interest                       $   537,963  $   609,879  $   599,823
                                          ===========  ===========  ===========

See notes to financial statements.

                                      -27-

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
--------------------------------------------------------------------------------


1.   BUSINESS

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

     The Partnership's  portfolio is comprised of a 24% undivided interest in an
     office  complex in Leawood,  Kansas  (Leawood  Fountain  Plaza);  an office
     warehouse in Mundelein,  Illinois  (Tower  Industrial  Building);  a single
     story office building in Palatine, Illinois (Countryside Executive Center);
     an  office/warehouse/showroom   facility  in  Cincinnati,  Ohio  (Northeast
     Commerce  Center);  and an office complex in Cincinnati,  Ohio  (NorthCreek
     Office Park).  The  proportionate  share of these  properties  owned by the
     Partnership  generated  8.5%,  5.6%,  28.5%,  19.2% and 38.2% of rental and
     other income, respectively, for the year ended December 31, 1998. Effective
     October 1, 1998,  the property known as  Countryside  Executive  Center was
     renamed Countryside Office Park.

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

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The financial statements include only those assets, liabilities and results
     of operations of the partners which relate to the business of Nooney Income
     Fund Ltd. II, L.P. The  statements do not include any assets,  liabilities,
     revenues or expenses  attributable to the partners' individual  activities.
     No  provision  has been made for federal and state income taxes since these
     taxes are the personal responsibility of the partners.

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     Prior  to  October  31,  1997,   the  corporate   general   partner  was  a
     partially-owned subsidiary of Nooney Company. One of the individual general
     partners  was an  officer,  director  and  shareholder  of Nooney  Company.
     Another  individual  general  partner's  spouse was a shareholder of Nooney
     Company.  Nooney  Company  was  also an  economic  assignee  of two  former
     individual  general  partners.  Nooney  Krombach  Company,  a  wholly-owned
     subsidiary of Nooney Company,  managed the Partnership's  real estate for a
     management fee.  Property  management fees paid to Nooney Krombach  Company
     were $171,525 and $211,474 for the years ended  December 31, 1997 and 1996,
     respectively.  Additionally,  the Partnership  paid Nooney Krombach Company
     $33,334  in  1997  and  $40,000  in 1996 as  reimbursement  for  management
     services and indirect  expenses in  connection  with the  management of the
     Partnership.

                                      -28-

<PAGE>

     On October 31, 1997,  Nooney Company sold its 75% interest in Nooney Income
     Investments  Two, Inc., the corporate  general partner of the Registrant to
     S-P  Properties,  Inc.,  a  California  corporation,  which  in  turn  is a
     wholly-owned   subsidiary  of  CGS  Real  Estate  Company,  Inc.,  a  Texas
     corporation.  Simultaneously, Gregory J. Nooney, Jr., an individual general
     partner and PAN,  Inc., a corporate  general  partner,  sold their economic
     interests to S-P  Properties,  Inc. and resigned as general  partners.  CGS
     Real Estate also  purchased the real estate  management  business of Nooney
     Krombach  Company and formed Nooney,  Inc. to perform the management of the
     Partnership.  Property  management fees paid to Nooney,  Inc. were $215,198
     and $30,467 for the years ended  December 31, 1998 and 1997,  respectively.
     Additionally,  the Partnership paid Nooney, Inc. $40,000 in 1998 and $6,666
     in 1997 as reimbursement  for management  services and indirect expenses in
     connection with the Partnership.

     Investment  property  is  recorded  at the lower of cost or net  realizable
     value. The Partnership  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  Partnership  considers a history of
     operating  losses or a change in  occupancy  to be  primary  indicators  of
     potential impairment.  The Partnership deems the property to be impaired if
     a forecast of undiscounted  future operating cash flows directly related to
     the property,  including  disposal  value if any, is less than its carrying
     amount. If the property is determined to be impaired,  the loss is measured
     as the amount by which the carrying amount of the property exceeds its fair
     value.  Fair value is based on quoted market prices in active  markets,  if
     available.  If quoted market prices are not available,  an 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.

     Buildings  and  improvements  are  depreciated  over  30  years  using  the
     straight-line method.

     Lease  agreements  are accounted  for as operating  leases and rentals from
     such leases are reported as revenues  ratably over the terms of the leases.
     Certain  lease  agreements  provide for rent  concessions.  At December 31,
     1998, accounts receivable include approximately  $121,500 ($47,000 in 1997)
     of accrued rent concessions which is not yet due under the terms of various
     lease agreements.

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

     Net Operating  Cash Income,  as defined in the  Partnership  Agreement,  is
     distributed quarterly as follows: (1) 90% pro rata to the limited partners;
     (2) 9% to the  individual  general  partners  as their  annual  Partnership
     Management Fee; and (3) 1% to the individual general partners.

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

                                      -29-

<PAGE>

     limited  partners  receive an 11% cumulative  return.  Through December 31,
     1998,  Partnership  Management  Fees  totaling  $316,180 have not been paid
     under the limitations stated above. Based upon the priorities of cash to be
     distributed,  management  believes  that the  likelihood  of payment of the
     $316,180 is remote and therefore was not accrued on the balance sheet.

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

     Limited partnership per unit computations are based on the weighted average
     number of limited partnership units outstanding during the period.

     The  Partnership  considers  all  highly  liquid  debt  instruments  with a
     maturity  of  three  months  or  less  at  date  of  purchase  to  be  cash
     equivalents.

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

     The Partnership adopted SFAS No. 130, Reporting Comprehensive Income, which
     requires entities to report changes in equity that result from transactions
     and economic events other than those with shareholders. The Partnership had
     no other  comprehensive  income  items,  accordingly  net  income and other
     comprehensive income are the same.

3.   MORTGAGE NOTE PAYABLE

     Mortgage  note  payable as of December  31, 1998 and 1997,  consists of the
     following:

                                                           1998        1997

       Note payable to bank, principal of $9,587,  
        and interest due monthly at bank's prime
        rate (7.75% at December 31, 1998) plus .75%
        maturing December 28, 2002                      $6,995,876  $7,096,532 
                                                        ==========  ==========


     The mortgage  note is  collateralized  by deeds of trust and  assignment of
     rents on investment  property  (Countryside,  Northeast Commerce Center and
     NorthCreek  Office Park) with a net book value of  $12,769,000  at December
     31, 1998. 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  1998  and  1997,  the  Partnership
     decreased   interest   expense  by   approximately   $64,000  and  $60,000,
     respectively, from the compensating balance clause.

     Principal payments required during the next five years are as follows:

       1999                                                         $  115,044
       2000                                                            115,044
       2001                                                            132,000
       2002                                                          6,633,788
                                                                    ----------
           Total                                                    $6,995,876
                                                                    ==========

                                      -30-

<PAGE>

     In accordance  with  Statement of Financial  Accounting  Standards No. 107,
     Disclosures  About Fair Value of  Instruments,  the estimated fair value of
     mortgage notes payable with maturities  greater than one year is determined
     based on rates  currently  available to the  Partnership for mortgage notes
     with  similar  terms and  remaining  maturities.  The  carrying  amount and
     estimated fair market value of the Partnership's  debt at December 31, 1998
     and 1997 are equal due to the  adjustable  rate feature of the note and the
     terms are consistent with those the Partnership could currently obtain.

4.   RENTAL REVENUES UNDER OPERATING LEASES

     Minimum future rental  revenues  under  noncancelable  operating  leases in
     effect as of December 31, 1998 are as follows:

       1999                                                         $2,589,000
       2000                                                          1,909,000 
       2001                                                          1,605,000
       2002                                                          1,227,000
       2003                                                            836,000
       Remainder                                                       288,000
                                                                    ----------
         Total                                                      $8,454,000
                                                                    ==========

     In addition,  certain lease  agreements  require  tenant  participation  in
     certain operating  expenses.  Tenant  participation in expenses included in
     revenues  approximated  $61,000,  $43,000  and  $38,000 for the years ended
     December 31, 1998, 1997 and 1996, respectively.

5.   FEDERAL INCOME TAX STATUS

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

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

                                      -31-

<PAGE>

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

                                                     Financial        Income
                                                     Statement          Tax

       1998:
        Net income (loss)                           $  364,096     $    (5,791)
        Partners' equity                             8,262,543      13,324,011

       1997:
        Net income (loss)                           $   63,587     $    (8,137)
        Partners' equity                             8,280,887      13,712,242

       1996:
        Net income (loss)                           $   83,571     $  (265,962)
        Partners' equity                             8,472,267      13,975,346


6.   MAJOR TENANT

     A substantial amount of the Partnership's  revenue in 1998 was derived from
     two major  tenants  whose rentals  amounted to  approximately  $427,000 and
     $367,000 or 11.6% and 10.0%, respectively, of total revenues. A substantial
     amount of the  Partnership's  revenue  in 1997 was  derived  from two major
     tenants whose rentals  amounted to  approximately  $500,000 and $408,000 or
     14.9% and 12.2%,  respectively,  of total revenues. A substantial amount of
     the Partnership's  revenue in 1996 was derived from two major tenants whose
     rentals amounted to approximately $469,000 and $374,000 or 13.3% and 10.6%,
     respectively, of total revenues.

                                      -32-

<PAGE>

7.   BUSINESS SEGMENTS (in thousands)

     The Partnership has five reportable  operating  segments:  Leawood Fountain
     Plaza, Tower Industrial,  Countryside Executive Center,  Northeast Commerce
     Center, and NorthCreek Office Park. The Partnership's  management evaluates
     performance of each segment based on profit or loss from operations  before
     allocation of property  writedowns,  general and  administrative  expenses,
     unusual and extraordinary  items, and interest.  The accounting policies of
     the segments are the same as those  described in the summary of significant
     accounting policies (see Note 2).

(In thousands)                             1998           1997           1996

Revenues:
  Leawood Fountain Plaza               $     307.9   $     283.9   $     286.7
  Tower Industrial                           202.2         196.9         199.1
  Countryside Executive Center             1,025.4         905.8       1,069.0
  Northeast Commerce Center                  692.1         676.1         582.3
  NorthCreek Office Park                   1,377.3       1,303.8       1,387.8
                                       -----------   -----------   -----------
                                       $   3,604.9   $   3,366.5   $   3,524.9
                                       ===========   ===========   ===========

Operating profit:
  Leawood Fountain Plaza               $      43.6   $       20.0  $       8.5
  Tower Industrial                            93.5           90.4         90.0
  Countryside Executive Center                36.5          (69.5)       (18.5)
  Northeast Commerce Center                  (31.3)          50.4        (88.7)
  NorthCreek Office Park                     178.2           81.7        215.8
                                       -----------    -----------  -----------
                                       $     320.5    $     173.0  $     207.1
                                       ===========    ===========  ===========

Capital expenditures:
  Leawood Fountain Plaza               $      36.1    $      29.0  $      32.8
  Tower Industrial
  Countryside Executive Center               138.0          313.3        117.8
  Northeast Commerce Center                                  68.3         74.6
  NorthCreek Office Park                     115.0          140.7
                                       -----------    -----------  -----------
                                       $     289.1    $     551.3  $     255.2
                                       ===========    ===========  ===========

Depreciation and amortization:
  Leawood Fountain Plaza               $      90.8    $      91.4  $      93.7
  Tower Industrial                            41.6           41.6         41.6
  Countryside Executive Center               151.8           72.0         77.3
  Northeast Commerce Center                  265.4          245.2        177.5
  NorthCreek Office Park                     359.3          374.3        328.8
                                       -----------    -----------  -----------
                                       $     908.9    $     824.5  $     718.9
                                       ===========    ===========  ===========
Assets:
  Leawood Fountain Plaza               $   1,476.0    $   1,531.3
  Tower Industrial                           914.8          965.5
  Countryside Executive Center             8,653.8        8,623.5
  Northeast Commerce Center                4,606.2        4,929.7
  NorthCreek Office Park                   6,992.8        7,323.9
                                       -----------    -----------  
                                       $  22,643.6    $  23,373.9
                                       ===========    ===========  


                                      -33-

<PAGE>


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

(In thousands)                                1998         1997         1996

Net income (loss):
  Segments                                  $   320.5   $   173.0   $   207.1
  Other income (expense)                         75.7        (9.7)      (15.2)
  General and administrative expenses           (32.1)      (99.7)     (108.3)
                                            ---------   ---------   ---------
                                            $   364.1   $    63.6   $    83.6
                                            =========   =========   =========

Revenues:
  Segments                                  $ 3,604.9   $ 3,366.5   $ 3,524.9
  Corporate and other                            75.7        (9.7)      (15.2)
                                            ---------   ---------   ---------
                                            $ 3,680.6   $ 3,356.8   $ 3,509.7
                                            =========   =========   =========

Assets:
  Segments                                  $22,643.6   $23,373.9
  Corporate and other                        (6,513.6)   (6,810.2)
                                            ---------   --------- 
                                            $16,130.0   $16,563.7
                                            =========   =========

Depreciation and amortization:
  Segments                                  $   908.9   $   824.5   $   718.9
  Corporate and other                          (153.5)     (153.5)      (66.0)
                                            ---------   ---------   ---------
                                            $   755.4   $   671.0   $   652.9
                                            =========   =========   =========


                                   * * * * * *

                                      -34-

<PAGE>
<TABLE>
<CAPTION>

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

SCHEDULE - RECONCILIATION OF PARTNERS' EQUITY (DEFICIT)
DECEMBER 31, 1998, 1997 AND 1996
------------------------------------------------------------------------------------------------------------------------------------


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

                                                                                                  December 31, 1998                 
                                                                                  ----------------------------------------------    
                                                                                        Limited       General                       
                                                                                       Partners      Partners         Total         
<S>                                                                                  <C>             <C>           <C>
Balance (deficit) per statement of partners' equity                                  $ 8,393,781     $(131,238)    $ 8,262,543      

Add:
  Selling commissions and other offering costs not deductible for income
  tax purposes                                                                         2,411,625                     2,411,625      

  Prepaid rents included in income for income tax purposes                                 6,356            64           6,420      

  Master lease income included in income for income tax purposes                         118,404         1,196         119,600      

  Writedown of investment property not recognized for income tax purposes              5,202,450        52,550       5,255,000      
                                                                                     -----------     ---------     -----------      

          Total                                                                       16,132,616       (77,428)     16,055,188      

Less:
  Excess depreciation and amortization deducted for income tax purposes                2,553,625        43,789       2,597,414      

  Insurance premiums deducted for income tax purposes                                     12,120           122          12,242

  Rent concessions not recognized for income tax purposes                                120,306         1,215         121,521      
                                                                                     -----------     ---------     -----------      

Balance (deficit) per tax return                                                     $13,446,565     $(122,554)    $13,324,011      
                                                                                     ===========     =========     ===========      


                                                                                                  December 31, 1997                 
                                                                                  ----------------------------------------------    
                                                                                        Limited       General                       
                                                                                       Partners      Partners         Total         

Balance (deficit) per statement of partners' equity                                  $ 8,411,559     $(130,672)    $ 8,280,887      

Add:
  Selling commissions and other offering costs not deductible for income
  tax purposes                                                                         2,411,625                     2,411,625      

  Prepaid rents included in income for income tax purposes                                70,438           711          71,149      

  Master lease income included in income for income tax purposes                         118,404         1,196         119,600      

  Writedown of investment property not recognized for income tax purposes              5,202,450        52,550       5,255,000      
                                                                                     -----------     ---------     -----------      

          Total                                                                       16,214,476       (76,215)     16,138,261      

Less:
  Excess depreciation and amortization deducted for income tax purposes                2,337,626        41,606       2,379,232      

  Insurance premiums deducted for income tax purposes                                     

  Rent concessions not recognized for income tax purposes                                 46,319           468          46,787      
                                                                                     -----------     ---------     -----------      

Balance (deficit) per tax return                                                     $13,830,531     $(118,289)    $13,712,242      
                                                                                     ===========     =========     ===========      

<PAGE>
                                                                                                  December 31, 1996                 
                                                                                  ----------------------------------------------    
                                                                                        Limited       General                       
                                                                                       Partners      Partners         Total         

Balance (deficit) per statement of partners' equity                                  $ 8,600,764     $(128,497)    $ 8,472,267

Add:
  Selling commissions and other offering costs not deductible for income
  tax purposes                                                                         2,411,625                     2,411,625

  Prepaid rents included in income for income tax purposes                               (23,551)         (238)        (23,789)

  Master lease income included in income for income tax purposes                         118,404         1,196         119,600

  Writedown of investment property not recognized for income tax purposes              5,202,450        52,550       5,255,000
                                                                                     -----------     ---------     -----------      

          Total                                                                       16,309,692       (74,989)     16,234,703

Less:
  Excess depreciation and amortization deducted for income tax purposes                2,160,116        39,814       2,199,930

  Insurance premiums deducted for income tax purposes                                     

  Rent concessions not recognized for income tax purposes                                 58,833           594          59,427
                                                                                     -----------     ---------     -----------      

Balance (deficit) per tax return                                                     $14,090,743     $(115,397)    $13,975,346
                                                                                     ===========     =========     ===========      

                                                                 -35-
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
------------------------------------------------------------------------------------------------------------------------------------

                              Column A                                     Column B                      Column C                 
                              --------                                     --------                      --------                 

                                                                                                Initial Cost to Partnership       
                                                                                         ---------------------------------------- 
                                                                                                      Buildings and               
                            Description                                  Encumbrances        Land      Improvements      Total    
<S>                                                                       <C>             <C>          <C>            <C>
Leawood Fountain Plaza Office Complex (24% undivided interest), 
  Leawood, Kansas                                                         $        -      $ 318,962    $ 1,991,417    $ 2,310,379 
Tower Industrial Building, Mundelein, Illinois                                              193,744      1,042,076      1,235,820 
NorthCreek Office Park, Cincinnati, Ohio                                                    338,850      4,639,617      4,978,467 
Northeast Commerce Center, Cincinnati, Ohio                                                 199,361      2,784,317      2,983,678 
Countryside Office Park, NorthCreek Office Park and Northeast
  Commerce Center                                                           6,995,876
                                                                           ----------     ---------    -----------    ----------- 

                                                                                   -      1,050,917     10,457,427     11,508,344 
Countryside Office Park, Palatine, Illinois                                                 623,919      4,302,911      4,926,830 
                                                                           ----------     ---------    -----------    ----------- 

          Total                                                            $6,995,876    $1,674,836    $14,760,338    $16,435,174   
                                                                           ==========    ==========    ===========    =========== 


                                                                           Column D                      Column E
                                                                           --------                      --------
                                                                                                   Gross Amount at Which
                                                                            Costs               Carried at Close of Period
                                                                         Capttalized     ----------------------------------------
                                                                         Subsequent to                 Buildings and
                                 Description                             Acquisition(1)     Land       Improvements       Total

Leawood Fountain Plaza Office Complex (24% undivided interest), 
  Leawood, Kansas                                                          $ (625,612)   $  318,962    $ 1,365,805    $ 1,684,767
Tower Industrial Building, Mundelein, Illinois                                  2,841       193,744      1,044,917      1,238,661
NorthCreek Office Park, Cincinnati, Ohio                                    3,728,715     1,370,100      7,337,082      8,707,182
Northeast Commerce Center, Cincinnati, Ohio                                 1,623,141       736,051      3,870,768      4,606,819
Countryside Office Park, NorthCreek Office Park and Northeast
  Commerce Center                                                                       
                                                                           ----------    ----------    -----------    -----------

                                                                            4,729,085     2,618,857     13,618,572     16,237,429
Countryside Office Park, Palatine, Illinois                                (1,033,777)    1,356,419      2,536,634      3,893,053(2)
                                                                           ----------    ----------    -----------    -----------

          Total                                                            $3,695,308    $3,975,276    $16,155,206    $20,130,482  
                                                                           ==========    ==========    ===========    ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                                          Column F       Column G    Column H        Column I
                                                                          --------       --------    --------        --------
                                                                                                                   Life on Which    
                                                                                                                 Depreciation in
                                                                         Accumulated     Date of       Date       Latest Income
                                                                         Depreciation  Construction  Acquired  Statement is Computed

<S>                                                                      <C>             <C>          <C>            <C>
Leawood Fountain Plaza Office Complex (24% undivided interest), 
  Leawood, Kansas                                                        $   871,838     1982-1983     2/20/85       30 years
Tower Industrial Building, Mundelein, Illinois                               447,860        1974       3/20/86       30 years
NorthCreek Office Park, Cincinnati, Ohio                                   2,170,842     1984-1986    12/29/86       30 years
Northeast Commerce Center, Cincinnati, Ohio                                1,200,723        1985      12/29/86       30 years
                                                                         -----------
                                                                           4,691,263
Countryside Office Park, Palatine, Illinois                                1,066,462 (2)    1975      12/16/86       30 years
                                                                         -----------
                                                                           1,066,462                                                


          Total                                                          $ 5,757,725
                                                                         ===========
<FN>
(1) Amounts shown are net of assets written-off and the following  writedowns to reflect appraised values:

       Leawood Fountain Plaza Office Complex                                         $   754,000
       NorthCreek Office Park                                                            484,000
       Northeast Commerce Center                                                         761,000
       Northeast Commerce Center                                                       3,256,000

(2) Amount is shown net in the financial statements $2,826,591.
                                                                                                                        (Continued)
</FN>

                                                                 -36-
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

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

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
--------------------------------------------------------------------------------


                                                    1998           1997            1996
<S>                                            <C>             <C>             <C> 
(A) Reconciliation of amounts in Column E:

      Balance at beginning of period           $ 19,981,023    $ 19,569,732    $ 19,442,902

      Add - Cost of improvements                    289,092         551,260         225,189

      Less - Cost of disposals                     (139,633)       (139,969)        (98,359)
                                               ------------    ------------    ------------

      Balance at end of period                 $ 20,130,482    $ 19,981,023    $ 19,569,732
                                               ============    ============    ============

      Reconciliation of amounts in Column F:

(B)   Balance at beginning period              $  5,236,483    $  4,771,634    $  4,276,165

      Add -  Provision during period                660,875         604,818         593,828

      Less -  Depreciation on disposals            (139,633)       (139,969)        (98,359)
                                               ------------    ------------    ------------

      Balance at end of period                 $  5,757,725    $  5,236,483    $  4,771,634
                                               ============    ============    ============

(C) The aggregate cost of real estate
      owned for federal income tax purposes    $ 25,385,482    $ 25,236,023    $ 24,824,732
                                               ============    ============    ============

                                                 -37-
</TABLE>