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
----- EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended             December 31, 1999
                          -----------------------------------------------------

                                       OR

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

For the transition period from                        to
                                ---------------------    ----------------------

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

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

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


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


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

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

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

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

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

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.    Yes   X     No
                                          -----      -----

                                       1
<PAGE>

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

As of February 1, 2000, the aggregate market value of the Registrant's  units of
limited  partnership  interest (which constitute voting securities under certain
circumstances)  held by non-affiliates  of the Registrant was $19,221,000.  (The
aggregate market value was computed on the basis of the initial selling price of
$1,000  per unit of  limited  partnership  interest,  using the  number of units
issued  and  outstanding  on  February  1, 2000,  excluding  the number of units
beneficially  owned by the  General  Partners  or  holders of 10% or more of the
Registrant's limited partnership interests.  The initial selling price of $1,000
per unit is not the current market value.  Accurate  pricing  information is not
available because the value of the units of limited partnership interests is not
determinable  since no active secondary market exists. The  characterization  of
the General  Partners and 10% holders as  affiliates  is for the purpose of this
computation  only and  should not be  construed  as an  admission  for any other
purpose  that any such persons are, or other  persons not so  characterized  are
not, in fact, affiliates of the Registrant).

Documents incorporated by reference:

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


                                       2
<PAGE>


                                     PART I
                                     ------

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

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

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

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


                                       3
<PAGE>

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

The  Registrant's  participation  in this plan will  require  the consent of its
limited partners.  The plan and the benefits and risks thereof will be described
in detail in a registration statement filed under the Securities Act of 1933 and
solicitation  material to be provided to limited partners in connection with the
solicitation of the consent of the limited partners.

The plan  described  above is in the  preliminary  stages  and  there  can be no
assurances that such plan will be consummated.

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

On February  20,  1985,  the  Registrant  acquired a 24% interest as a tenant in
common in Leawood  Fountain  Plaza, a three building  office complex in Leawood,
Kansas.  Constructed  in two  phases in 1982 and  1983,  the  buildings  contain
approximately  30,000,  29,000 and 26,000 net rentable square feet respectively,
or an  aggregate  of  approximately  85,000 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 93%  leased  by 40  tenants  at  December  31,  1999.  (See Item 7:
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations - Liquidity and Capital Resources.)

On March 20, 1986, the Registrant  acquired the Tower  Industrial  Building,  an
office warehouse located at 750-760 Tower Road in Mundelein,  Illinois, a suburb
of Chicago.  The purchase  price of the building was  $1,235,820.  The one-story
concrete block building contains  approximately  42,000 net rentable square feet
and is  situated  on a 3 acre site  which  provides  parking  for 140 cars.  The
building is  currently  100% leased by Baxter  International  Inc.  (See Item 7:
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations - Liquidity and Capital Resources.)


                                       4
<PAGE>

On December  16,  1986,  the  Registrant  acquired a 50% interest as a tenant in
common in Countryside  Executive  Center, a single story office building located
at 1210-1270 W. Northwest  Highway in Palatine,  Illinois,  a suburb of Chicago.
The  building  contains  approximately  91,000 net  rentable  square feet and is
situated on an 8.6 acre site which provides parking spaces for 467 cars, some of
which spaces are shared with adjoining  properties pursuant to a mutual easement
agreement  which also  provides for the sharing of certain  expenses.  The total
purchase price of the building was $9,853,660,  of which  $4,926,830 was paid by
the Registrant for its 50% interest. The remaining 50% interest was purchased by
Nooney Income Fund Ltd. III,  L.P., an affiliate of the  Registrant,  and during
1993 was transferred to a subsidiary of the mortgage lender.  As of December 29,
1995,  the  Registrant  acquired the mortgage  lender's  interest in Countryside
Executive  Center for  $1,250,000.  Prior to December  29,  1995,  all costs and
revenues  attributable  to the  operation  of the  building  were  shared by the
Registrant  and a  subsidiary  of the  mortgage  lender in  proportion  to their
respective  percentage  interests.  Effective  October  1998,  the  property was
renamed  Countryside  Office Park.  The building was 90% leased by 32 tenants at
December  31,  1999.  (See  Item 7:  Management's  Discussion  and  Analysis  of
Financial   Condition   and  Results  of  Operations  -  Liquidity  and  Capital
Resources.)

On December  29,  1986,  the  Registrant  acquired a 45% interest as a tenant in
common   in   Wards   Corner   Business   Center   A  &  B,   a   two   building
office/warehouse/showroom  facility  located at  420-422  Wards  Corner  Road in
Loveland, Ohio, a suburb of Cincinnati.  Effective January 1, 1996, the property
known  as  Wards  Corner  was  renamed  Northeast   Commerce  Center.   The  two
single-story  buildings  contain  50,000 net  rentable  square feet each,  or an
aggregate of  approximately  100,000 net rentable square feet. The buildings are
situated  on a 7.5 acre site  which  provides  parking  for 278 cars.  The total
purchase price of the buildings was $6,630,395,  of which $2,983,678 was paid by
the Registrant for its 45% interest. The remaining 55% interest was purchased by
Nooney Income Fund Ltd. III,  L.P., an affiliate of the  Registrant,  and during
1993 was transferred to a subsidiary of the mortgage lender.  As of December 29,
1995,  the  Registrant  acquired  the  mortgage  lender's  interest in Northeast
Commerce  Center for  $1,980,000.  Prior to  December  29,  1995,  all costs and
revenues  attributable  to the  operation  of the  buildings  were shared by the
Registrant  and a  subsidiary  of the  mortgage  lender in  proportion  to their
respective percentage  interests.  The buildings were 49% leased by 4 tenants at
December  31,  1999.  (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 subsidiary of
the  mortgage  lender in proportion to their  respective  percentage  interests.


                                       5
<PAGE>

The complex was 100% leased by 33 tenants at  December  31,  1999.  (See Item 7:
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations - Liquidity and Capital Resources.)

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

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

The  following  table sets forth  certain  information  as of December 31, 1999,
relating to the properties owned by the Registrant.

<TABLE>
<CAPTION>
                                                        AVERAGE
                                                        ANNUALIZED
                                       TOTAL            EFFECTIVE                         PRINCIPAL TENANTS
                           SQUARE      ANNUALIZED       BASE RENT PER        PERCENT      OVER 10% OF PROPERTY SQUARE   LEASE
PROPERTY                   FEET        BASE RENT*       SQUARE FOOT          LEASED       FOOTAGE                       EXPIRATION

<S>                        <C>         <C>                <C>                 <C>         <C>                              <C>
Tower Industrial                                                                          Baxter International Inc.
Building                    42,000     $  158,600           $3.78             100%        (100%)                           2001

Leawood Fountain Plaza                                                                    Midwest Mechanical (14%)         2001
                            85,000     $1,343,668          $17.00              93%        Family Medical Care of
                                                                                          Kansas City (11%)                2004

Northeast Commerce Center
                           100,000     $  288,200          $ 5.86              49%        Hill Top Research (23%)          2003
                                                                                          Cincinnati Medical Billing
                                                                                          (11%)                            2006

Countryside Office Park                                                                   Tactical Business Services       2002
                            91,975     $1,335,186          $16.17              90%        (13%)
                                                                                          Dietzgen Corporation (14%)       2005

NorthCreek Office Park                                                                    Cincinnati Group Health
                            91,731     $1,352,500          $14.74             100%        Associates (33%) ,               2003
</TABLE>


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

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

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

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

                                      NONE

                                       6
<PAGE>

                                     PART II

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

As of  February  1, 2000  there were  1,274  record  holders of units of Limited
Partnership  Interests  in the  Registrant.  There is no public  market  for the
Interest and it is not anticipated that a public market will develop.

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

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

1998                 $12.50          -0-             $6.25             -0-

There were no cash  distributions  paid to the Limited  Partners  during  fiscal
1999.


                                       7
<PAGE>

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

<TABLE>
<CAPTION>
                                                               Year Ended December 31,
                                          ----------------------------------------------------------------
                                              1999         1998         1997         1996        1995(1)
                                                   (Not covered by independent auditors' report)

<S>                                       <C>          <C>          <C>          <C>          <C>
Rental and other income                   $ 3,723,962  $ 3,680,649  $ 3,355,159  $ 3,502,080  $ 1,754,750

Net income                                     64,936      364,096       63,587       83,571      209,517

Data per limited partnership unit:

  Net income                                     3.34        17.83         2.66         3.69        10.17

  Cash distributions - Investment income         --          17.83         2.66         3.69        10.17

  Cash distributions - Return of capital         --           0.92         9.84         8.81         2.33

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

At year-end:

  Total assets                             16,108,600    6,129,995   16,563,704   16,473,106   16,803,566

  Investment property, net                 14,314,526   14,372,757   14,744,540   14,798,098   15,166,737

  Mortgage note payable                     6,871,246    6,995,876    7,096,532    7,190,000    7,190,000

  Partners' equity                          8,327,479    8,262,543    8,280,887    8,472,267    8,643,642
</TABLE>



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

(1) Balance  sheet  information  includes  the effects of an  acquisition  which
occurred on December 29, 1995.


                                       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, 1999 was $1,190,211,  a decrease of $59,394 from
the  year  ended  December  31,  1998.   The  Registrant   expects  the  capital
expenditures  during 2000 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           $ 66,000         $ 65,831       $131,831
      Tower Industrial Building             -0-                0            -0-
      Northeast Commerce Center          28,400          349,377        377,777
      Countryside Office Park            23,390           93,659        117,049
      Leawood Fountain Plaza (24%)          -0-           73,847         73,847
                                       ----------------------------------------
                                       $117,790         $582,714       $700,504
                                       ========================================

At  NorthCreek  Office  Park,  other  capital has been  budgeted for parking lot
restoration.  Leasing capital is anticipated for tenant  improvements  and lease
commissions for new and renewal tenants.

At Northeast  Commerce  Center,  other capital has been budgeted for parking lot
overlay  and  striping,  and  leasing  capital  has  been  budgeted  for  tenant
improvements and lease commissions for new tenants  anticipated  during the year
2000.

At Countryside  Office Park, other capital has been budgeted for the restoration
of common area  ceiling  tiles and two new heating and air  conditioning  units.
Leasing capital has been budgeted for tenant  improvements and lease commissions
for new and renewal tenants.

At  Leawood  Fountain  Plaza,  leasing  capital  has been  budgeted  for  tenant
improvements and lease commissions for new and renewal tenants.

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

The Registrant  believes that due to market conditions  Countryside  Office Park
should be sold.  Management has increased the occupancy level to 90% at December
31,  1999,  from 77% at year-end  1998.  The  Registrant,  in the year 2000,  is
evaluating  sale and other  options  regarding the property due to the increased
occupancy level and improved market conditions in the surrounding area(s) during
the second half of 1999.

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


                                       9
<PAGE>

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

The results of operations  for the  Registrant's  properties for the years ended
December 31, 1999, 1998 and 1997 are detailed in the schedule below. Expenses of
the Registrant are excluded.

<TABLE>
<CAPTION>
                   NorthCreek       Tower     Northeast    Countryside     Leawood
                   Office Park   Industrial   Commerce     Office Park    Fountain
                      (100%)       (100%)      (100%)         (100%)     Plaza (24%)
                  -------------  ----------- ----------    -----------   -----------
1999

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

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

1998

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

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

1997

Revenues           $ 1,303,843  $   196,947  $   676,065   $   905,834   $   283,881
Expenses             1,222,155      106,565      625,690       975,298       263,850
                   -----------------------------------------------------------------

Net Income (Loss)  $    81,688  $    90,382  $    50,375   $   (69,464)  $    20,031
</TABLE>


1999 Property Comparisons

At NorthCreek Office Park,  revenues  increased  $131,768 when comparing 1999 to
1998.  The increase in revenue is primarily due to increases in both base rental
revenue ($99,847) and escalation  revenue  ($34,190).  The increase in base rent
can be attributed to increased rental rates.  Increased reimbursable expenses in
1999,  compared to that of 1998,  resulted in the increased  escalation revenue.
Expenses  decreased $34,002 when comparing the two year-end  periods,  primarily
due to decreases in interest  expense  ($16,525),  depreciation and amortization
($51,900),  real estate tax ($15,783),  and vacancy related  expenses  ($3,763).
These  decreases were partially  offset by increases in electric  repair expense
($9,500),  snow  removal  ($5,291),  repairs and  maintenance  general  building
($20,838),  management fees ($7,907),  and legal fees ($9,802).  The decrease in
interest  expense is due to a  declining  principal  balance.  The  decrease  in
depreciation and amortization can be attributed to  contra-depreciation  entries
depreciating the property write down which was recorded at the partnership level
prior to 1999. All property write downs have been recorded at the property level
in 1999. The decrease in real estate tax expense is due to lower annual taxes as
a  result  of a  decrease  in the  property's  appraised  value  by  the  taxing
authority.  The  increase in repairs and  maintenance  general  building  can be
attributed to renovations and updates in common areas of the property  (hallways
and restrooms) done in 1999.


                                       10
<PAGE>

The  revenues  at  Tower  Industrial  Building  remain  stable  as the  building
continues  to be occupied by a single  tenant.  Expenses  increased  $9,745 when
comparing the two year-end  periods.  This is primarily due to increases in real
estate tax ($1,697),  general and administrative  related expenses ($4,290), and
depreciation expense ($3,550).

Revenues at Northeast  Commerce Center  decreased when comparing 1999 to 1998 by
$282,329.  A  significant  decrease of  $328,668  was  reflected  in base rental
revenue.  This decrease was partially offset by increases in escalation revenues
($31,989)  and other  miscellaneous  revenues  ($14,350).  The  decrease in base
rental  revenues  can be  attributed  to the  property  being only 50%  occupied
throughout the entire year.  Expenses  decreased  $99,682 when comparing the two
year-end  periods,  primarily  due to  decreases in interest  expense  ($8,413),
depreciation and amortization ($73,033),  heating and air-conditioning  expenses
($16,593),  contract cleaning expenses ($29,757), and management fees ($16,940).
These decreases were partially  offset by increases in vacancy related  expenses
($50,886) and various other operating expenses  ($5,831).  The decreases in both
interest  expense  and  depreciation  and  amortization  is due  to the  reasons
mentioned  above in the first property  comparison.  The decrease in heating and
air-conditioning  costs can be attributed to major changes  necessary to be made
to the  heating  and air  conditioning  system  in 1998  and  not in  1999.  The
decreased  contract cleaning expenses are a result of a former tenant,  who used
this service exclusively, vacating. Management fees decreased as a direct result
of lower  revenues.  The  increase in vacancy  related  expenses is due to costs
incurred during 1999 to rehabilitate vacant space for leasing.

At Countryside  Office Park,  revenues  increased  $195,208  primarily due to an
increase in base rental revenue ($161,889). This can be attributed to the higher
occupancy  level as compared to that of the prior year.  Expenses at Countryside
Office Park increased ($242,185) when comparing year-end results for 1999 to the
prior year, primarily due to increases in snow removal ($9,802), management fees
($10,530),  parking  lot expense  ($3,382),  professional  services  ($186,516),
administrative  payroll ($9,065), and various other operating expenses ($2,016).
These increases were partially  offset by decreases in interest expense ($5,108)
and amortization ($14,485). The significant increase in professional services is
due to real estate tax consulting  fees paid during 1999  ($159,230)  which will
ultimately  result in a tax savings of $454,942  over a three-year  period.  The
decrease in  amortization  expense can be attributed to fully  amortized  tenant
improvements and lease commissions.

At Leawood  Fountain  Plaza,  revenues  increased  ($51,890) when comparing 1999
year-end  results to the prior year.  The  increase in revenue can  primarily be
attributed to increases in base rental revenue ($25,166) and escalation  revenue
($24,905). The increase in base rental revenue is due to increased rental rates.
Expenses  during 1999 were  relatively  stable with only a $3,300  increase when
compared to the prior year.

The Registrant  has a first mortgage with a floating  interest rate of 3/4% over
the then published prime rate of the lender. The properties which are collateral
for this loan are NorthCreek Office Park,  Countryside Office Park and Northeast
Commerce Center. The balance of the loan as of December 31, 1999 was $6,871,246.
The interest rate at year end was 9.25%.  The mortgage note  agreement  provides
for a 3.25% interest rate on outstanding  principal if a compensating balance is
maintained during the immediately  preceding month.  During 1999 the Partnership
decreased  interest  expense  by  approximately  $59,000  from the  compensating
balance clause.

                                       11
<PAGE>

The  occupancy  levels at the  Registrant's  properties as of December 31, 1999,
1998 and 1997 are detailed in the schedule below.

                                           Occupancy rates at December 31,
                                           1999        1998          1997
                                           ------------------------------

       NorthCreek Office Park              100%        100%           89%
       Tower Industrial                    100%        100%          100%
       Northeast Commerce Center            49%         50%           94%
       Countryside Executive Center         90%         77%           72%
       Leawood Fountain Plaza               93%         87%           89%

For the quarter ended  December 31, 1999,  occupancy at  NorthCreek  Office Park
increased to 100%.  During the quarter,  two tenants signed new leases for 2,894
square  feet,  and one tenant  vacated  1,964 square  feet.  For the year,  five
tenants  signed new leases for 6,519  square  feet,  six tenants  renewed  their
leases for 14,380  square  feet,  and five  tenants  vacated  6,247 square feet.
NorthCreek  Office  Park has one major  tenant  which  occupies  space under two
leases which,  together,  comprise 33% of the available space. These leases both
expire in December 2003.

Tower  Industrial  Building is leased by a single  tenant whose lease expires on
April 30, 2000. The  Registrant  currently has a signed renewal with this tenant
that will extend through December 2001.

At Northeast  Commerce Center,  one tenant vacated 11,000 square feet during the
quarter ended  December 31, 1999.  For the year ended  December 31, 1999 two new
leases for 18,460  square feet were signed,  one tenant  vacated  11,000  square
feet, and one tenant downsized 11,000 square feet. Northeast Commerce Center has
two major tenants  which occupy 23% and 11% of the space with lease  expirations
of 2003 and  2006,  respectively.  The  Registrant  is  working  closely  with a
Cincinnati  brokerage firm to handle the leasing of the remaining  50,790 vacant
square feet.

Occupancy at Countryside  Office Park increased to 90% during the fourth quarter
of 1999 and leasing  activity  consisted of three tenants signing new leases for
4,496 square feet, two tenants  renewing their leases for 3,810 square feet, and
one tenant vacating 442 square feet. During 1999, nine tenants signed new leases
for 25,358 square feet, six tenants renewed their leases for 11,835 square feet,
and seven tenants  vacated  13,625  square feet.  There are two major tenants at
Countryside  who occupy 14% and 13% of the vacant space with leases which expire
in 2005 and 2002, respectively.

During the fourth quarter at Leawood  Fountain Plaza,  occupancy  decreased from
98% to 93%.  During the  quarter,  four tenants  renewed  their leases for 5,324
square feet,  and one tenant  vacated  4,470 square feet.  During the year,  the
Registrant  signed one new lease for 737 square  feet,  renewed  seven  tenants'
leases for 17,857 square feet,  and one tenant  vacated  4,470 square feet.  The
property has two major  tenants,  one who occupies 14% of the space with a lease
which  expires in October  2001 and the other major  tenant  occupies 11% of the
space with a lease which expires in July 2004.

The  Registrant  reviews  long-lived  assets for impairment  whenever  events or
changes in circumstances indicate that the carrying amount of a property may not
be  recoverable.  The  Registrant  considers a history of operating  losses or a
change in  occupancy  to be primary  indicators  of  potential  impairment.  The
Registrant  deems the  Property to be  impaired  if a forecast  of  undiscounted
future operating cash flows directly related to the Property, including disposal
value, if any, is less than its carrying  amount.  If the Property is determined
to be impaired,  the loss is measured as the amount by which the carrying amount

                                       12
<PAGE>

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.

Year 2000 issues
----------------

Information Technology Systems
------------------------------

The  Registrant  did not  experience  any  information  technology  hardware  or
software  disruptions  or failure as a result of the Year  2000.  Subsequent  to
December 31, 1999, the Registrant's  "IT" systems have continued to operate,  as
normal, at the management office and all five of the Registrant's properties.

Non-Information Technology Systems
----------------------------------

None  of  the  non-information  systems  at  the  Registrant's  five  properties
experienced  any  disruptions  or failures  as a result of the Year 2000.  These
systems  included  elevators,  heating,  ventilating,  air  conditioning  (HVAC)
systems,  and locks.  These and other like systems continue to operate as normal
in the year 2000.

The Registrant did not separately  track internal costs related to the Year 2000
issue.  The  changing  of the  century  did not have a  material  impact  on the
Registrant's financial condition or results of its operations.

Material Third Parties' Systems Failures
----------------------------------------

The Registrant  did not  experience  any material  impact related to third party
system failures for the Year 2000 issue at any of its five properties.  Payments
from tenants did not appear to be delayed due to the Year 2000  conversion.  The
Registrant  remains  confident that no third party material issues will arise in
the future.

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

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

For the year ended December 31, 1999,  consolidated  expenses were $3,663,081 as
compared to $3,316,553 for the year ended 1998. Expenses increased $346,528 when
comparing the two year-end periods. This increase was primarily due to increases
in  depreciation  and  amortization  ($10,535),  real estate  taxes  ($168,830),
repairs and maintenance related expenses ($107,812),  and professional  services
($85,738).  These  increased  expenses  were  partially  offset by a decrease in
interest expenses  ($30,046).  The increase in professional  services expense is
primarily due to consulting  fees paid by Countryside  Office Park, as mentioned


                                       13
<PAGE>

in the property  comparisons.  The increase in repairs and maintenance is mainly
due to  increased  snow  removal  and  various  maintenance  costs at two of the
Registrant's  properties,  as also  mentioned in the property  comparisons.  The
increased  professional  fees can be attributed  primarily to  additional  legal
costs incurred at both the partnership and property  levels.  Net income for the
year ended 1999 was $64,936 as  compared  to  $364,096  for the year ended 1998.
During 1999, net cash provided by operating  activities was $684,206.  This cash
was used to provide  capital  improvements  to the  properties of $618,970,  and
principal payments on the mortgage loan were made in the amount of $124,630.

1998 Comparisons
----------------

For the year ended December 31, 1998,  the  Registrant's  consolidated  revenues
were  $3,680,649  compared to $3,356,773  for the year ended  December 31, 1997.
Revenues increased $323,876 or 10% when comparing the two years. The increase in
revenue  is due  to an  increase  in  base  rental  income  at the  Registrant's
properties.

For the year ended  December 31, 1998,  consolidated  expenses  were  $3,316,553
compared  to  $3,293,186  for the year ended  December  31,  1997.  Thus,  total
expenses increased $23,367. The increase in expenses was a result of an increase
in  depreciation  and  amortization   ($84,450),   an  increase  in  repair  and
maintenance  ($41,342),  and an increase in other operating expenses  ($48,189),
offset  by a  decrease  in  real  estate  taxes  ($63,257)  and  a  decrease  in
professional services ($89,196).  Net income was $364,096 as compared to $63,587
for the prior year.  Net cash provided by operating  activities was $643,655 for
the  year  ended  December  31,  1998.  The cash  was  used to  provide  capital
improvements  to the properties of $289,092,  pay  distributions  to partners of
$382,440 and decrease the outstanding balance of the mortgage loan by $100,656.

Inflation
---------

The effects of inflation  did not have a material  impact upon the  Registrant's
operations  in fiscal 1999,  1998,  and 1997 and are not expected to  materially
affect the Registrant's operation in 2000.

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

Interest  rates  on  floating  rate  debt  fluctuated  throughout  1999.  Future
increases in the prime interest rate can adversely  affect the operations of the
Registrant.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------

The Registrant  considered the provision of Financial  Reporting  Release No. 48
"Disclosure of Accounting  Policies for  Derivative  Financial  Instruments  and
Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative
Information  about Market Risk  Inherent in  Derivative  Financial  Instruments,
Other  Financial   Instruments  and  Derivative  Commodity   Instruments".   The
Registrant had no holdings of derivative  financial or commodity  instruments at
December 31, 1999. A review of the Registrant's other financial  instruments and
risk  exposures at that date revealed that the  Registrant had minor exposure to
interest rate risk due to the floating rate first  mortgage debt of  $6,871,246.
The Registrant utilized  sensitivity  analyses to assess the potential effect of
this risk and  concluded  that  near-term  changes in interest  rates should not
materially  adversely affect the  Registrant's  financial  position,  results of
operations or cash flows.

                                       14
<PAGE>

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

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

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

                                      None

                                    PART III
                                    --------

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

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

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

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

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

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


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

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

During  1999,  no cash  distributions  were paid to the General  Partners by the
Registrant.

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


                                       15
<PAGE>

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

(a) Security Ownership of Certain Beneficial Owners.

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

  Limited      CGS Real Estate Company           1121 Units              5.83%
Partnership
 Interests

CGS is located at 2424 S.E. Bristol Street, Newport Beach, California  92660.

(b)  Security Ownership of Management.

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

(c) Changes in Control.

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


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

(a)  Transactions with Management and Others.

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

American  Spectrum  Midwest   (formerly  Nooney,   Inc.),  the  manager  of  the
Registrant's  properties,  is a  wholly-owned  subsidiary  of  CGS  Real  Estate
Company,  an  affiliate  of  the  General  Partner.  American  Spectrum  Midwest
(formerly  Nooney,  Inc.) is entitled to receive monthly  compensation  from the
Registrant for property  management and leasing  services,  plus  administrative
expenses.  During fiscal 1999 the Registrant  paid property  management  fees of
$216,862 to American  Spectrum Midwest  (formerly  Nooney,  Inc.) and $40,000 as
reimbursement  for indirect  expenses  incurred in connection with management of
the Registrant.

(b)  Certain Business Relationships.

The  relationship  of  certain  of the  General  Partners  to  certain  of their
affiliates  is set forth in Item 13(a)  above.  Also see Item 13(a)  above for a
discussion of amounts paid by the  Registrant  to the General  Partners or their
affiliates  during the year ended  December 31, 1999 in connection  with various
transactions.


                                       16
<PAGE>

(c) Indebtedness of Management.

Not Applicable.

(d) Transactions with promoters.

Not Applicable.


                                       17
<PAGE>


                                     PART IV


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

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

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

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


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

                  Schedule - Reconciliation of partners' equity (deficit)
                  Schedule III - Real estate and accumulated depreciation

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


              3.  Exhibits:

                  See Exhibit Index on Page 20.

(b)      Reports on Form 8-K

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

(c)      Exhibits:

         See Exhibit Index on Page 20.

(d)      Not Applicable


                                       18
<PAGE>


                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                         NOONEY INCOME FUND LTD. II, L.P.


Date:        March 30, 2000              Nooney Income Investments Two, Inc.
      -----------------------------      General Partner


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

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


Date:        March 30, 2000              By: /s/William J. Carden
     ------------------------------          ---------------------------
                                             William J. Carden
                                             Chairman of the Board and
                                             Chief Executive Officer

Date:        March 30, 2000              By: /s/Gregory J. Nooney, Jr.
     ------------------------------          ---------------------------
                                             Gregory J. Nooney, Jr.
                                             Director

Date:        March 30, 2000              By: /s/Thomas N. Thurber
     ------------------------------          ---------------------------
                                             Thomas N. Thurber
                                             Director


                                       19
<PAGE>


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


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

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

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

99.1        List of Directorships filed in response to Item 10.

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

99.3        Financial Statements and Schedules.



                                       20