NOONEY REAL PROPERTY INVESTORS TWO L P
10-Q, 1999-10-15
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  ____________

                                    FORM 10-Q

(Mark One)

_X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the quarter period ended         August 31, 1999
                            ----------------------------------------------------

                                       OR


___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the transition period from                    To
                              --------------------------------------------------

                         Commission file number 0-10287
                                                -------

                    NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         Missouri                                               43-1182535
- -------------------------------                           ----------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

One Memorial Drive, Suite 1000, St. Louis, MO                   63102-2449
- ---------------------------------------------             ----------------------
(Address of principal executive offices)                        (Zip Code)

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

                500 N. Broadway, Suite 1200, St. Louis, MO 63102
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report

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 ___

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required to be filed by  Sections  12,13,  or 15 (d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes___ No ___

APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding
of each of the issuer's  classes of common stock,  as of the latest  practicable
date _______.

                                      -1-
<PAGE>

PART I
ITEM 1 - FINANCIAL STATEMENTS:
- -----------------------------


                    NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
                    ----------------------------------------

                             (A LIMITED PARTNERSHIP)
                             -----------------------

                                 BALANCE SHEETS
                                 --------------


                                                    August 31,     November 30,
                                                       1999            1998
                                                    (Unaudited)
                                                    -----------    ------------

ASSETS:
     Cash and cash equivalents                     $    324,275    $    486,156
     Accounts receivable                                125,942         119,039
     Prepaid expenses and deposits                       95,334          55,880
     Investment property
         Land                                         1,886,042       1,886,042
         Buildings and improvements                  14,187,934      14,137,031
                                                   ------------    ------------
                                                     16,073,976      16,023,073
         Less accumulated depreciation                9,527,219       9,189,847
                                                   ------------    ------------
                                                      6,546,757       6,833,226
     Deferred expenses-At amortized cost                 27,488          80,303
                                                   ------------    ------------
                                                   $  7,119,796    $  7,574,604
                                                   ============    ============


LIABILITIES AND PARTNERS' DEFICIT:

Liabilities:
     Accounts payable and accrued expenses         $    456,280    $    518,876
     Mortgage notes payable                           6,915,722       7,236,825
     Refundable tenant deposits                          97,717          80,086
                                                   ------------    ------------
                                                      7,469,719       7,835,787

Partners' Deficit                                      (349,923)       (261,183)
                                                   ------------    ------------

                                                   $  7,119,796    $  7,574,604
                                                   ============    ============



                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                       -2-

<PAGE>




                    NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
                    ----------------------------------------

                             (A LIMITED PARTNERSHIP)
                             -----------------------

                 STATEMENTS OF OPERATIONS AND PARTNERS' DEFICIT
                 ----------------------------------------------

                                   (UNAUDITED)
                                   -----------

<TABLE>
<CAPTION>
                                                     Three Months Ended          Nine Months Ended
                                                   Aug. 31,      Aug. 31,      Aug. 31,      Aug. 31,
                                                     1999          1998          1999          1998
                                                   --------      --------      --------      --------

<S>                                              <C>           <C>           <C>           <C>
REVENUES:
     Rental and other income                     $   542,361   $   470,709   $ 1,623,040   $ 1,931,072
     Interest                                             15           553            33         4,964
                                                 -----------   -----------   -----------   -----------
                                                     542,376       471,262     1,623,073     1,936,036
EXPENSES:
     Interest                                        164,680       175,353       500,688       517,155
     Depreciation and amortization                   122,962       124,854       366,823       413,493
     Real estate taxes                                90,500        98,250       271,588       293,536
     Property management fees paid to
         American Spectrum Midwest                    26,733        23,913        79,353        97,471
     Reimbursement to American Spectrum Midwest
         for partnership management
         services and indirect expenses                7,500         7,500        22,500        22,500
     Insurance                                        16,613        10,775        38,999        34,974
     Parking Lot                                      18,140        18,526        54,013        40,584
     Repairs & Maintenance                            10,372         8,288        42,714        58,981
     Office - General                                 10,134         9,471        35,779        27,879
     Payroll                                          23,214        23,940        68,390        64,503
     Professional Services                            62,387        18,767       108,811        45,892
     Vacancy Expense                                   6,416        95,084        40,990       203,963
     Other operating expenses                           (512)       10,985        81,163        62,381
                                                 -----------   -----------   -----------   -----------
                                                     559,139       625,706     1,711,811     1,883,312
                                                 -----------   -----------   -----------   -----------

NET (LOSS) INCOME                                $   (16,763)  $  (154,444)  $   (88,740)  $    52,724
                                                 ===========   ===========   ===========   ===========

NET (LOSS) INCOME PER LIMITED
     PARTNERSHIP UNIT                            $     (1.38)  $    (12.74)  $     (7.32)  $      4.35
                                                 ===========   ===========   ===========   ===========

PARTNERS' EQUITY (DEFICIT):
     Beginning of Period                         $  (333,160)  $     5,410   $  (261,183)  $  (201,758)
     Net (Loss) Income                               (16,763)     (154,444)      (88,740)       52,724
                                                 -----------   -----------   -----------   -----------
     End of Period                               $  (349,923)  $  (149,034)  $  (349,923)  $  (149,034)
                                                 ===========   ===========   ===========   ===========
</TABLE>



                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                       -3-

<PAGE>




                    NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
                    ----------------------------------------

                             (A LIMITED PARTNERSHIP)
                             -----------------------

                            STATEMENTS OF CASH FLOWS
                            ------------------------

                                   (UNAUDITED)
                                   -----------

                                                            Nine Months Ended
                                                           Aug. 31,    Aug. 31,
                                                             1999        1998
                                                             ----        ----

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net (Loss) Income                                    $ (88,740)  $  52,724
     Adjustments to reconcile net (loss) income to
         net cash provided by operating activities:
             Depreciation and amortization                  366,823     413,493

         Changes in assets and liabilities:
             (Increase) Decrease in accounts receivable      (6,903)     36,345
             Increase in prepaid expenses and deposits      (39,454)   (133,702)
             Decrease (Increase) in deferred expenses        25,559      (6,502)
             Increase in refundable tenant deposits          17,631       3,159
             (Decrease) Increase in accounts payable
                  and Accrued expenses                      (62,596)     82,628
                                                          ---------   ---------

             Total Adjustments                              301,060     395,421
                                                          ---------   ---------

             Net cash from operating activities             212,320     448,145
                                                          ---------   ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Additions to investment property                       (53,098)    (55,187)
                                                          ---------   ---------

             Net cash used in investing activities          (53,098)    (55,187)
                                                          ---------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments on mortgage notes payable                    (321,103)   (293,878)
                                                          ---------   ---------

             Net cash used in financing activities         (321,103)   (293,878)
                                                          ---------   ---------

NET (DECREASE)INCREASE IN CASH
AND CASH EQUIVALENTS                                       (161,881)     99,080
                                                          ---------   ---------

CASH AND CASH EQUIVALENTS, beginning of period              486,156     448,898
                                                          ---------   ---------

CASH AND CASH EQUIVALENTS, end of period                  $ 324,275   $ 547,978
                                                          =========   =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
     INFORMATION - Cash paid during period for
          interest                                        $ 500,688   $ 517,155
                                                          =========   =========



                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                       -4-

<PAGE>



                    NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
                    ----------------------------------------

                             (A LIMITED PARTNERSHIP)
                             -----------------------

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                     ---------------------------------------

              THREE AND NINE MONTHS ENDED AUGUST 31, 1999 AND 1998
              ----------------------------------------------------


NOTE A:

Refer to the Registrant's  financial  statements for the year ended November 30,
1998, which are contained in the Registrant's  Annual Report on Form 10-K, for a
description of the accounting policies which have been continued without change.
Also, refer to the footnotes to those  statements for additional  details of the
Registrant's  financial  condition.  The details in those notes have not changed
except as a result of normal transactions in the interim or as noted below.

NOTE B:

The financial statements include only those assets, liabilities,  and results of
operations of the partners  which relate to the business of Nooney Real Property
Investors-Two,  L.P. The statements do not include 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
responsibility  of the  partners.  In the opinion of the general  partners,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
present  fairly the financial  position,  results of  operations  and changes in
financial  position at August 31, 1999 and for all periods  presented  have been
made. The results of operations for the three-month and nine-month  period ended
August 31,  1999 are not  necessarily  indicative  of the  results  which may be
expected for the entire year.

NOTE C:

The Registrant's  properties are managed by American  Spectrum Midwest (formerly
Nooney,  Inc.), a  wholly-owned  subsidiary of CGS Real Estate  Company.  Nooney
Investors,  Inc.,  a  general  partner,  is a  wholly-owned  subsidiary  of  S-P
Properties,  Inc. S-P Properties,  Inc is a wholly-owned  subsidiary of CGS Real
Estate Company.

NOTE D:

The income  (loss) per  limited  partnership  unit for the three and nine months
ended August 31, 1999 and 1998 was computed based on 12,000 units, the number of
units outstanding during the periods.

NOTE E:

The  Registrant   has  no  other   comprehensive   income  items,   accordingly,
comprehensive income and net income are the same for all periods presented.

                                       -5-

<PAGE>



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

It should  be noted  that this 10-Q  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 Registrant.  Actual
results could differ materially from those contemplated by such statements.

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

Cash on hand as of August 31, 1999 is $324,275, a decrease of $161,881 from year
ended  November 30, 1998.  The decrease in cash can primarily be attributed to a
lower occupancy level at Jackson  Industrial,  therefore  creating a decrease in
revenues.  Cash produced  from  operating  activities  for the nine months ended
August 31, 1999 was  $212,320.  Capital  additions  in the amount of $53,098 and
payments on mortgage notes of $321,103 were made during the first three quarters
of 1999.  The  Registrant  plans to maintain  adequate  cash  reserves  and fund
capital  expenditures  from operations during the remainder of 1999. The capital
expenditures by property anticipated for the balance of 1999 are as follows:

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

     Park Plaza I & II                 $20,430         $     0         $20,430
     Maple Tree Shopping Center              0               0               0
     Jackson Industrial                      0          18,500          18,500
     Morenci Professional Park           8,400               0           8,400
                                       -------         -------         -------
                                       $28,830         $18,500         $47,330
                                       =======         =======         =======

Leasing  Capital at Park Plaza I & II and  Morenci  Professional  Park will fund
tenant  alterations for both new and renewal  tenants.  Other Capital at Jackson
Industrial  will  be  for  separating  suite  utilities  and  updating  exterior
entrance.  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 first mortgage debt on Morenci  Professional Park and Park Plaza I & II have
maturity  dates of  October  2005 and  December  2003,  respectively.  The first
mortgage on Jackson Industrial and Maple Tree Shopping Center expire in November
2000 and July 2009, respectively. The second mortgages secured by Park Plaza I &
II, Morenci  Professional  Park and Maple Tree Shopping  Center were extended in
August 1999 and will expire in February  2000. The  Registrant  anticipates  the
lender will continue to renew these loans on a semi-annual  basis.  The interest
rate on these two second  mortgages  is the  current  prime rate plus 1.5%.  The
interest rate on this debt as of August 31, 1999,  was 9.5%.  The balance of the
second  mortgage debt on Park Plaza I & II and Morenci  Professional  Park as of
August 31, 1999, is $208,845.  The balance of the second  mortgage debt on Maple
Tree Shopping Center as of August 31, 1999, is $235,700.

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 the
mortgage debt as it matures.

                                       -6-

<PAGE>



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

The results of operations of the  Registrant's  properties for the quarter ended
August 31,  1999 and 1998 are  detailed  in the  schedule  below.  Revenues  and
expenses of the Registrant are not presented:

                                Jackson    Maple Tree     Park Plaza    Morenci
                              Industrial Shopping Center   I and II   Prof. Park
                              ---------- ---------------  ----------  ----------
      1999
      ----
Revenues                       $ 120,722     $ 150,872    $ 123,648    $ 139,424
Expenses                         199,124       109,105       69,192      112,821
                               ---------     ---------    ---------    ---------
Net (Loss) Income              $ (78,402)    $  41,767    $  54,456    $  26,603
                               =========     =========    =========    =========

      1998
      ----
Revenues                       $  73,866     $ 142,664    $ 122,315    $ 139,399
Expenses                         299,879       115,942       76,649      114,892
                               ---------     ---------    ---------    ---------
Net (Loss) Income              $(226,013)    $  26,722    $  45,666    $  24,507
                               =========     =========    =========    =========

The operating results at Jackson  Industrial reflect an increase in revenue when
comparing  the quarter  ended  August 31, 1999 to the quarter  ended  August 31,
1998.  This  increase  of $46,856 is  primarily  due to a rise in the  occupancy
level, than that of prior year.  Expenses  decreased $100,755 when comparing the
two quarters.  This decrease was primarily due to a decrease in vacancy  related
expenses  from that of prior year  ($89,509).  In addition to the lower  vacancy
expenses,  there was also a  decrease  in  advertising  ($3,879)  and  repairs &
maintenance related expenses ($4,648).

At Maple  Tree  Shopping  Center,  revenues  increased  when  comparing  the two
periods.  This increase of $8,208 is due to slight  increases in rental revenue,
common  area  maintenance  reimbursements,  and tax  revenue.  Expenses  for the
quarter  ended August 31, 1999,  decreased  $6,837 when  compared to the quarter
ended August 31, 1998.  This  decrease can primarily be attributed to a decrease
in interest expense ($2,616) and legal services ($5,170).

Revenues  at Park Plaza I & II were  relatively  stable when  comparing  quarter
ended August 31, 1999 to 1998,  reflecting only a $1,333 increase  primarily due
to increased rental rates. Expenses decreased when comparing the two quarters by
$7,457 due mainly to decreases in interest and real estate tax expense.

The results of  operations  at Morenci  Professional  Park  remained  relatively
stable when  comparing the third quarters from 1999 to 1998.  Revenues  remained
consistent and expenses  decreased $2,071. The decreased expenses is a result of
decreases in interest  ($3,043) and  depreciation/amortization  ($6,451).  These
decreases were partially offset by increases in repairs and maintenance  related
expenses ($2,485) and various other operating expenses ($4,900).

The occupancy levels of the Registrant's properties at August 31, 1999, 1998 and
1997 are as follows:

                                               Occupancy levels as of August 31,
         Property                                1999        1998        1997
         --------                                ----        ----        ----
Park Plaza I & II                                 92%         98%         98%
Morenci Professional Park                         93%         94%         91%
Maple Tree Shopping Center                       100%        100%        100%
Jackson Industrial                                61%         39%        100%

                                       -7-

<PAGE>



At Park Plaza I & II, occupancy remained consistent during the quarter.  Leasing
activity consisted of the renewal of three tenants occupying 12,120 square feet.
At Park Plaza I & II no tenant occupies more than 10% of the available space.

At  Morenci  Professional  Park,  occupancy  remained  stable at 93%  during the
quarter.  Leasing activity consisted of the Registrant entering into a new lease
with one new tenant for 1,200 square feet,  renewing two tenants in 8,400 square
feet,  while one tenant in 1,200  square feet  vacated  their  space.  No tenant
occupies more than 10% of the available space at Morenci Professional Park.

At Maple  Tree  Shopping  Center,  occupancy  remained  at 100%  throughout  the
quarter.  Leasing activity during the quarter  consisted of two tenants renewing
their  leases for a total of 35,648  square  feet.  The  property  has two major
tenants who occupy  approximately  18% and 42% of the available space with lease
expirations of April 30, 2000 and July 31, 2004, respectively.

Jackson  Industrial  remained 61% occupied during the quarter.  The property has
two tenants who lease 61% of the available  space.  One of the tenants  occupies
40% of the available  space with a lease  expiring  July 2002.  The other tenant
occupies 21% with a lease expiring November 2001. Currently,  the Registrant has
had preliminary  discussions  with two potential  tenants who could occupy 18% &
21% of remaining available space. If the Registrant is successful,  the property
would be fully leased.

The  Registrant  reviews  long-lived  assets for impairment  whenever  events or
changes in circumstances indicate that the carrying amount of a property may not
be  recoverable.  The  Registrant  considers a history of operating  losses or a
change in  occupancy  to be primary  indicators  of  potential  impairment.  The
Registrant  deems the  Property to be  impaired  if a forecast  of  undiscounted
future operating cash flows directly related to the Property, including disposal
value, if any, is less than its carrying  amount.  If the Property is determined
to be impaired,  the loss is measured as the amount by which the carrying amount
of the  Property  exceeds its fair value.  Fair value is based on quoted  market
prices  in  active  markets,  if  available.  If quoted  market  prices  are not
available,  an  estimated  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  judgement is necessary to estimate fair value.  Accordingly,  actual
results could vary significantly from such estimates.

Year 2000 Issues
- ----------------

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

The Registrant  utilizes  computer  software for its corporate and real property
accounting  records  and to prepare  its  financial  statements,  as well as for
internal  accounting  purposes.  The  vendor of the  Registrant's  software  has
informed the Registrant that it is Year 2000 compliant.  The Registrant believes
after reasonable  investigation that its information technology hardware is Year
2000  compliant.  However,  in the event that such  systems  should  fail,  as a
contingency plan, the Registrant could prepare all required  accounting  entries
manually, without incurring material additional operating expenses.

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

At the request of the  Registrant,  its property  managers have completed  their
review of the major  date-sensitive  non-information  technology systems such as
elevators,  heating, ventilation, air conditioning and cooling ("HVAC") systems,
locks, and other like systems in the Registrant's properties and have determined
that  such  systems  are  materially  Year  2000  compliant.   In  some  of  the
Registrant's  properties, its  property  managers have  utilized the services of

                                       -8-

<PAGE>



third-party consultants in making this determination, while in other properties,
the property managers have internally made such  determinations.  The Registrant
does separately track the internal costs incurred for its Year 2000 project. The
Registrant  does not  believe  that the Year 2000  issue  will pose  significant
problems to the Registrant's  Information technology systems and non-Information
technology systems, or that resolution of any potential problems with respect to
such systems will have a material effect on the Registrant's financial condition
or results of operations.

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

The most reasonable likely worst case scenario facing the Registrant as a result
of the Year 2000 problem  would be the inability of its tenants to pay rent as a
result of a breakdown in such tenants' (or other financial  service  providers')
computer  or the  refusal  of such  tenants to pay their rent as a result of the
Registrant's  inability to provide  services due to  non-Information  technology
systems failure. Failure in a tenant's computer systems may cause delays in such
tenant's  ability to process  its  accounting  records  and to make  timely rent
payments.  However, any such delays in rent payments,  whether caused by systems
failure of tenant, property manager or a combination of the two, should not have
a  materially  adverse  effect  on  the  Registrant's  business  or  results  of
operations.

Risks
- -----

While delays  caused by the failure of the  tenants' or the  property  managers'
accounting or supply systems would likely not adversely  affect the Registrant's
business or results of operations, non-Information technology systems failure in
the Registrants's  properties could lead to tenants attempting to withhold their
rent  payments,   which  could  materially  adversely  effect  the  Registrant's
business,  results  of  operations  and  financial  conditions  as a  result  of
increased  legal costs.  The  Registrant  believes that such material  effect is
primarily limited to items of a utility nature furnished by third parties to the
Registrant  and a wide universe of other  customers.  Included are such items as
electricity,  natural gas,  telephone  service,  and water, all of which are not
readily  susceptible to alternate  sources and which in all likelihood should be
available in some form. The Registrant has been unable to obtain assurances from
such  utility  companies as to their Year 2000  compliance,  and does not expect
that such assurances will be forthcoming.

Such  non-Information  technology systems failure could force tenants to use the
stairs in such  properties,  rather  than the  elevators.  However,  none of the
properties  owned  by the  Registrant  is a  high-rise  building  where  such an
elevator  failure could cause a material adverse effect to the operations of its
tenants, although such failure could make it impossible for any disabled tenants
or any disabled  customers to access such  properties.  Moreover,  as previously
discussed,  the  Registrant  may  suffer  adverse  effects  in  its  results  of
operations and financial condition as a result of utility or HVAC failures,  for
example.  Such events could lead the tenants of the Registrant to withhold rent,
in the event that the Registrant's  properties are not usable for their intended
purposes.  The Registrant does not believe that rent abatement would be a lawful
tenant remedy for short term obligations unless such failure extend for a period
of 30 consecutive  days.  The Registrant  intends to pursue its remedies for any
such breach of its rent  obligations by a Tenant  expeditiously  and to the full
extend permitted by law.

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

Revenues  for the  quarter  ended  August  31,  1999 and 1998 are  $542,376  and
$471,262,  respectively.  For the nine month  period  ended  August 31, 1999 and
1998,  revenues are $1,623,073  and  $1,936,036,  respectively.  For the quarter
ended, revenues increased $71,114 when comparing August 31, 1999 to 1998 and for

                                       -9-

<PAGE>



the nine month period ended revenues  decreased  $312,963 when compared to prior
year. The increase in  consolidated  revenues for the three month periods can be
attributed  to increases in rental  revenue  ($59,103),  miscellaneous  revenues
($6,108),  common area maintenance  reimbursements ($2,602), and real estate tax
reimbursement  ($2,840).  The increase in rental revenue is primarily due to the
increased occupancy level at Jackson Industrial from that of same quarter in the
prior year. The significant decrease in consolidated revenues for the nine month
period can be  attributed  to decreases in  miscellaneous  revenues  ($141,010),
rental revenue  ($151,248),  common area maintenance  reimbursements  ($14,456),
interest  revenue  ($4,931),  and debt  recovery  ($6,663).  These  decreases in
revenue were partially  offset by an increase in percentage rent ($3,730).  Both
the decrease in  miscellaneous  and rental  revenue are due to  termination  and
early  cancellation  fees received at Jackson  Industrial  during second quarter
1998 from a former major  tenant.  These fees were not received  during 1999 and
Jackson  Industrial  has yet to become fully leased as it was in early 1998. The
decrease in common area  maintenance  reimbursements  is primarily  due to lower
reimbursable  expenses  reflected at Morenci  Professional  Park ($12,488).  The
decrease in debt  recovery can be  attributed to the lack of recovery in 1999 at
Maple Tree Shopping Center compared to the collection of previously  written off
rents in 1998.

As of August 31, 1999 and 1998 consolidated  expenses for the quarter ended were
$559,139 and $625,706,  respectively. For the nine month period ended August 31,
1999  and  1998   consolidated   expenses  were   $1,711,811   and   $1,883,312,
respectively.  For the quarter ended,  expenses decreased $66,567. This decrease
can  primarily be attributed to decreases in interest  expense  ($10,673),  real
estate tax ($7,750),  vacancy related  expenses  ($88,668),  and other operating
expenses ($11,497).  These decreased expenses were partially offset by increases
in  management  fee  expense  ($2,820),  insurance  ($5,838),  and  professional
services  ($43,620).  The  decrease  in  interest  expense is due to a decreased
principal balance  outstanding.  The decreased real estate tax expense is due to
lower  annual tax at Park  Plaza I & II. The  vacancy  expense  decrease  can be
attributed to the costs  incurred in 1998 in relation to the former major tenant
at Jackson Industrial,  as previously mentioned.  These costs were not necessary
in 1999.  The decrease in other  operating  expenses is primarily due to reduced
costs  and the  write  off of a  previously  disputed  liability  ($9,804).  The
increase in  professional  services is primarily due to appraisals  performed at
all the properties  within the partnership and related  professional  costs. For
the nine month period ending August 31, 1999, expenses decreased $171,501.  This
was primarily due to decreases in interest ($16,467),  depreciation/amortization
expense ($46,670), real estate tax expense ($21,948), management fees ($18,118),
repairs and maintenance related expenses ($16,267), and vacancy related expenses
($162,973).  These  decreases  were  partially  offset by increases in insurance
($4,025),  parking lot ($13,429),  office  related  expenses  ($7,900),  payroll
($3,887),   professional  services  ($62,919),   and  other  operating  expenses
($18,782).  The decreases in interest, real estate tax, and vacancy expenses, as
well as the increase in  professional  services have been addressed in the above
three month expense comparison. The decrease in depreciation and amortization is
due to equipment and  leasehold  improvements  becoming  fully  depreciated  and
amortized  during  1998  and  not  requiring  depreciation  in  1999  The  lower
management  fee expense is directly  related to the lower year to date income in
1999  when  compared  to that  of  prior  year.  The  decrease  in  repairs  and
maintenance  is  primarily  due to repair  costs in 1998 at  Jackson  Industrial
associated with the vacating of previously  mentioned major tenant.  These costs
were also not necessary in 1999. The increase in parking lot is primarily due to
parking lot  landscaping  improvements at Maple Tree Shopping Center incurred in
second quarter 1999.  Office related  expenses  increased from prior year due to
computer  hardware and software  costs  incurred in 1999.  The increase in other
operating  expense is  primarily  due to the  increased  amount of snow  removal
necessary in first  quarter 1999 than that of prior year,  due to harsh  weather
conditions.

                                      -10-

<PAGE>



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

Revenues  for the  quarter  ended  August  31,  1998 and 1997 are  $471,262  and
606,313,  respectively. For the nine month period ended August 31, 1998 and 1997
revenues are $1,936,036  and  $1,790,096,  respectively.  For the quarter ended,
revenues  decreased  $135,051 when comparing August 31, 1998 to 1997 and for the
nine month period ended revenues increased $145,940 when compared to prior year.
The decrease in  consolidated  revenues for the quarter is primarily  due to the
lack of rental  income  received  attributable  to the vacancy of a former major
tenant at Jackson Industrial.  The amount of income normally reflected from this
tenant during a three month period is $145,000. The increase in revenues for the
nine month period is primarily due to the  termination  fees received at Jackson
Industrial during the 2nd quarter of 1998, related to the same former tenant.

As of August 31, 1998 and 1997 consolidated  expenses for the quarter ended were
$625,706 and $559,263,  respectively. For the nine month period ended August 31,
1998  and  1997   consolidated   expenses  were   $1,883,312   and   $1,750,072,
respectively.  For the quarter ended,  expenses increased $66,443. This increase
can  primarily  be  attributed  to  increases  in  vacancy  expense   ($91,236),
professional  services  ($6,968),  and payroll  ($44,311).  These increases were
partially   offset  by  decreases  in  interest   ($6,719),   depreciation   and
amortization  ($6,732),  management  fees  ($6,014),  parking lot ($6,625),  and
repairs and maintenance ($8,451). The substantial increase in vacancy expense is
due to the Jackson Industrial  rehabilitation of recently vacated space. For the
nine month period ending August 31, 1998, expenses increased $133,240.  This was
primarily  due  to  increases  in  depreciation  and   amortization   ($22,602),
management fees ($8,489),  repairs and maintenance ($9,715), and vacancy expense
($179,311).  These  increases  were  partially  offset by  decreases in interest
expense ($39,855),  parking lot ($9,714),  professional services ($32,365),  and
other operating expenses ($5,409). The increase in depreciation and amortization
is due  to the  additional  amortization  necessary  at  Jackson  Industrial  in
relation to the early  termination  of a major  tenant.  The increase in vacancy
expense can be attributed to additional expenses incurred at Jackson Industrial,
as mentioned previously.


Inflation
- ---------

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

                                      -11-

<PAGE>




PART II.  OTHER INFORMATION
- ---------------------------

Item 6. Exhibits and Reports on Form 8-K
- ----------------------------------------

         (a) Exhibits

              See Exhibit Index on Page 13

         (b) Reports on Form 8-K

              None



                                   SIGNATURES
                                   ----------

Pursuant  to the  requirements  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.


Dated:    October 15, 1999              NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
      -----------------------

                                        By:   NOONEY INVESTORS, INC.
                                              General Partner

                                        By:   /s/ Gregory J. Nooney, Jr.
                                              --------------------------
                                              Gregory J. Nooney, Jr.
                                              Vice Chairman

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





                                      -12-

<PAGE>



                                  EXHIBIT INDEX


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

3.1                          Amended and Restated  Agreement and  Certificate of
                             Limited  Partnership  dated  November  5, 1979,  is
                             incorporated   by  reference   to  the   Prospectus
                             contained  in Amendment  No. 1 to the  Registration
                             Statement on Form S-11 under the  Securities Act of
                             1933 (File No. 2-65006).

27                           Financial   Data   Schedule   (provided   for   the
                             information   of  U.S.   Securities   and  Exchange
                             Commission only)

                                      -13-


<TABLE> <S> <C>

<ARTICLE>             5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
FINANCIAL  STATEMENTS  FOR  NOONEY  REAL  PROPERTY  INVESTORS-TWO,  L.P.  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>     0000312155
<NAME>    NOONEY REAL PROPERTY INVESTORS-TWO, L.P.

<S>                                                         <C>
<PERIOD-TYPE>                                                     9-MOS
<FISCAL-YEAR-END>                                           NOV-30-1999
<PERIOD-START>                                              DEC-01-1998
<PERIOD-END>                                                AUG-31-1999
<CASH>                                                          324,275
<SECURITIES>                                                          0
<RECEIVABLES>                                                   125,942
<ALLOWANCES>                                                          0
<INVENTORY>                                                           0
<CURRENT-ASSETS>                                                545,551
<PP&E>                                                       16,073,976
<DEPRECIATION>                                                9,527,219
<TOTAL-ASSETS>                                                7,119,796
<CURRENT-LIABILITIES>                                           456,280
<BONDS>                                                       6,915,722
<COMMON>                                                              0
                                                 0
                                                           0
<OTHER-SE>                                                     (349,923)
<TOTAL-LIABILITY-AND-EQUITY>                                  7,119,796
<SALES>                                                       1,623,040
<TOTAL-REVENUES>                                              1,623,073
<CGS>                                                                 0
<TOTAL-COSTS>                                                         0
<OTHER-EXPENSES>                                              1,211,123
<LOSS-PROVISION>                                                      0
<INTEREST-EXPENSE>                                              500,688
<INCOME-PRETAX>                                                (88,740)
<INCOME-TAX>                                                          0
<INCOME-CONTINUING>                                                   0
<DISCONTINUED>                                                        0
<EXTRAORDINARY>                                                       0
<CHANGES>                                                             0
<NET-INCOME>                                                   (88,740)
<EPS-BASIC>                                                    (7.32)
<EPS-DILUTED>                                                         0


</TABLE>


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