NOONEY REAL PROPERTY INVESTORS TWO L P
10-Q, 1999-07-15
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         May 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 North Broadway, Suite 1000, St. Louis, MO 63102-2124
- --------------------------------------------------------------------------------
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


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

ASSETS:
     Cash and cash equivalents                  $    328,150       $    486,156
     Accounts receivable                             120,042            119,039
     Prepaid expenses and deposits                   109,515             55,880
     Investment property
         Land                                      1,886,042          1,886,042
         Buildings and improvements               14,183,928         14,137,031
                                                ------------       ------------
                                                  16,069,970         16,023,073
         Less accumulated depreciation             9,413,429          9,189,847
                                                ------------       ------------
                                                   6,656,541          6,833,226
     Deferred expenses-At amortized cost .            28,686             80,303
                                                ------------       ------------
                                                $  7,242,934       $  7,574,604
                                                ============       ============


LIABILITIES AND PARTNERS' DEFICIT:

Liabilities:
     Accounts payable and accrued expenses      $    451,668       $    518,876
     Mortgage notes payable                        7,025,155          7,236,825
     Refundable tenant deposits                       99,271             80,086
                                                ------------       ------------
                                                   7,576,094          7,835,787

Partners' Deficit                                   (333,160)          (261,183)
                                                ------------       ------------

                                                $  7,242,934       $  7,574,604
                                                ============       ============



                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                      -2-
<PAGE>

<TABLE>

                    NOONEY REAL PROPERTY INVESTORS-TWO, L.P.

                             (A LIMITED PARTNERSHIP)

             STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY (DEFICIT)

                                   (UNAUDITED)

<CAPTION>
                                             Three Months Ended           Six Months Ended
                                             May 31,      May 31,       May 31,       May 31,
                                              1999         1998          1999          1998
                                              ----         ----          ----          ----
<S>                                      <C>           <C>           <C>           <C>
REVENUES:
     Rental and other income             $   545,374   $   875,381   $ 1,080,681   $ 1,460,362
     Interest                                      9         3,702            18         4,411
                                         -----------   -----------   -----------   -----------
                                             545,383       879,083     1,080,699     1,464,773
EXPENSES:
     Interest                                167,069       171,504       336,009       341,802
     Depreciation and amortization           122,731       159,744       243,862       288,638
     Real estate taxes                        92,364        97,500       181,088       195,286
     Property management fees paid to
         Nooney Inc.                          27,317        44,180        52,620        73,560
     Reimbursement to Nooney Inc.
          for partnership management
         services and indirect expenses        7,500         7,500        15,000        15,000
     Insurance                                11,734        11,955        22,385        24,198
     Parking Lot/Landscaping                  28,902        16,693        35,873        26,158
     Repairs & Maintenance                    11,482        40,515        32,342        50,692
     Office - General                         15,545         8,346        25,646        18,409
     Payroll                                  30,101        20,424        45,176        40,563
     Professional Services                    21,935         6,846        46,425        27,125
     Taxes - Other                                94         4,501         6,915        13,973
     Vacancy Expense                          18,458        91,855        34,574       108,880
     Other operating expenses                 16,356        10,807        74,761        33,321
                                         -----------   -----------   -----------   -----------
                                             571,588       692,370     1,152,676     1,257,605
                                         -----------   -----------   -----------   -----------
NET (LOSS) INCOME                        $   (26,205)  $   186,713   $   (71,977)  $   207,168
                                         ===========   ===========   ===========   ===========

NET (LOSS) INCOME  PER LIMITED
     PARTNERSHIP UNIT                    $     (2.16)  $     15.41   $     (5.94)  $     17.09
                                         ===========   ===========   ===========   ===========

PARTNERS' DEFICIT:
     Beginning of Period                 $  (306,955)  $  (181,303)  $  (261,183)  $  (201,758)
     Net (Loss) Income                       (26,205)      186,713       (71,977)      207,168
                                         -----------   -----------   -----------   -----------
     End of Period                       $  (333,160)  $     5,410   $  (333,160)  $     5,410
                                         ===========   ===========   ===========   ===========


                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                      -3-
</TABLE>


<PAGE>


                    NOONEY REAL PROPERTY INVESTORS-TWO, L.P.

                             (A LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)
                                                         Six Months Ended
                                                       May 31,       May 31,
                                                        1999          1998
                                                        ----          ----

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net (Loss) Income                                   $ (71,977)    $ 207,168
 Adjustments to reconcile net (loss) income
    to net cash provided by operating activities:
        Depreciation and amortization                  243,862       288,638

    Changes in assets and liabilities:
       (Increase) Decrease in accounts receivable       (1,003)       53,710
       Increase in prepaid expenses and deposits       (53,635)     (101,696)
       Decrease (Increase) in deferred expenses         31,337        (4,017)
       (Decrease) Increase in accounts payable         (67,208)      126,457
          and accrued expenses
       Increase (Decrease) in refundable tenant
          deposits                                      19,185           (57)
                                                     ---------     ---------


       Total Adjustments                               172,538       363,005
                                                     ---------     ---------

       Net cash from operating activities              100,561       570,173
                                                     ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Additions to investment property                      (46,897)      (60,876)
                                                     ---------     ---------

       Net cash used in investing activities           (46,897)      (60,876)
                                                     ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Payments on mortgage notes payable                   (211,670)     (193,749)
                                                     ---------     ---------

       Net cash used in financing activities          (211,670)     (193,749)
                                                     ---------     ---------

NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS                                  (158,006)      315,548
                                                     ---------     ---------

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

CASH AND CASH EQUIVALENTS, end of period             $ 328,150     $ 764,446
                                                     =========     =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
 INFORMATION-Cash paid during period for interest    $ 336,009     $ 341,802
                                                     =========     =========

                 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 SIX MONTHS ENDED MAY 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
except as noted below.  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 May 31, 1999 and for all periods presented have been made.
The results of operations for the three-month and six-month period ended May 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  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 six months
ended May 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 the Registrant. Actual
results could differ materially from those contemplated by such statements.

Liquidity and Capital Resources

Cash on hand as of May 31, 1999 is  $328,150,  a decrease of $158,006  from year
end November 30, 1998.  The decrease in cash can  primarily be attributed to the
combination  of the  following  factors:  a lower  occupancy  level  at  Jackson
Industrial, therefore creating a decrease in rental income, a significant amount
of payments  were made for snow  removal  during the 1st quarter of 1999,  and a
December  1998 tax payment for Maple Tree  Shopping  Center.  Cash produced from
operating  activities for the six months ended May 31, 1999 was $100,561 and was
used to fund capital additions of $46,897 and make payments on mortgage notes of
$211,670.  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                   $ 23,530          $ 61,120          $ 84,650
Morenci Professional Park             13,104            95,266           108,370
Maple Tree Shopping Center                 0            32,000            32,000
Jackson Industrial                   277,226            37,000           314,226
                                     -------            ------           -------
                                    $313,860          $225,386          $539,246
                                    ========          ========          ========

Leasing Capital at the Registrant's  properties will fund tenant alterations and
lease  commissions for upcoming new and renewal  tenants.  Other Capital at Park
Plaza I & II consists of roof repair and replacements.  At Morenci  Professional
Park,  the Other  Capital  budgeted is for an upgrade to the exterior  lighting,
asphalt  overlay to the east side of the parking lot, and sidewalk  replacement.
Other Capital at Maple Tree Shopping  Center will be for a major asphalt overlay
of the rear drive and a partial roof  replacement.  At Jackson  Industrial,  the
Other Capital consists of separating suite utilities and entrance  improvements.
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 and II
have maturity dates of October 2005 and December 2003,  respectively.  The first
mortgage debt on Jackson  Industrial and Maple Tree Shopping  Center will expire
in November 2000 and July 2009,  respectively.  The second mortgages  secured by
Park Plaza I and II, Morenci  Professional  Park and Maple Tree Shopping  Center
were  extended  on  February  1, 1999  through  August 1, 1999.  The  Registrant
believes  the Lender will again renew these loans in August  1999.  The interest
rate on these two second  mortgages  is the  current  prime rate plus 1.5%.  The
interest  rate on this debt as of May 31,  1999 was  9.25%.  The  balance of the
second mortgage debt on Park Plaza I and II and Morenci  Professional Park as of
May 31, 1999 is $212,178.  The balance of the second mortgage debt on Maple Tree
Shopping Center as of May 31, 1999 is $239,324.

                                      -6-
<PAGE>


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.

Results of Property Operations

The results of operations of the  Registrant's  properties for the quarter ended
May 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               $ 120,706       $149,796      $140,188      $135,645
Expenses                 212,787        118,261        79,481       131,433
                       ---------       --------      --------      --------
Net (Loss) Income      $ (92,081)      $ 31,535      $ 60,707      $  4,212
                       =========       ========      ========      ========

  1998
  ----
Revenues               $ 473,966       $157,075      $119,672      $132,885
Expenses                 364,395        118,259        84,872       107,387
                       ---------       --------      --------      --------
Net Income             $ 109,571       $ 38,816      $ 34,800      $ 25,498
                       =========       ========      ========      ========

At Jackson  Industrial,  revenues  decreased  significantly  when  comparing the
quarter ended May 31, 1999 to the quarter ended May 31, 1998 due to  termination
and early lease cancellation fees received from a former major tenant during 2nd
quarter  1998 and to the  current  decreased  occupancy  level at the  property.
Expenses decreased $151,608 due to decreases in management fees ($17,663),  also
due to the decreased occupancy level, repairs &  maintenance-building  ($22,300)
for preventative roof repairs done in 1998, vacancy expense ($77,871) due to the
refurbishment  of the vacant  suite and the  resurfacing  of the entrance lot in
relation to the vacancy of the major tenant in 1998,  and  amortization  expense
($31,312)  also  attributable  to the write off of the former tenant  alteration
costs as  fully-amortized  assets in 2nd  quarter  1998.  These  decreases  were
partially offset by an increase in other operating expenses ($3,001).

At Maple Tree  Shopping  Center  revenues  decreased  $7,279 when  comparing the
quarter  ending May 31, 1999 to the quarter ending May 31, 1998 due to decreases
in common area maintenance income ($4,206) and bad debt recovery ($10,263).  The
debt  recovery  received in 2nd quarter 1998 related to amounts due from a prior
tenant.  These  decreases  were  partially  offset by increases in rental income
($2,895) and percentage rent income ($847).  Expenses  remained  consistent when
comparing the two quarters.

At Park Plaza I and II,  revenues  increased  $20,516 when comparing the quarter
ended May 31, 1999 to the quarter ended May 31, 1998. The increase in income can
primarily  be  attributable  to a prior year tax refund  received in 2nd quarter
1999  ($14,252)  and in increase in rental  income due to higher  rental  rates.
Operating  expenses  at Park  Plaza I and II  decreased  $5,391  when  comparing
quarter  ended May 31, 1999 to May 31,  1998.  This  decrease in expenses can be
attributable to a decrease in real estate tax expense ($9,606), partially offset
by an increase in payroll expense  ($4,204).  The decrease in tax expense is due
to lower  annual taxes as a result of prior year tax appeals and the increase in
payroll is due to additional management staff.

                                      -7-
<PAGE>


At Morenci  Professional  Park,  revenues  increased  $2,760 when  comparing the
quarter  ending May 31, 1999 to the quarter ending May 31, 1998. The increase in
income can  primarily  be  attributed  to an increase in rental  income due to a
slightly  higher  occupancy  level than that of prior year.  Expenses  increased
$24,046  when  comparing  the two  quarters.  The  increase is  attributable  to
increases in interest expense ($3,130),  snow removal ($1,674),  real estate tax
expense ($6,709),  payroll ($2,633),  legal services  ($3,029),  vacancy expense
($4,259), and other operating expenses ($2,612). The increase in tax expense can
be attributable to higher annual taxes for the property.  Vacancy  expenses have
increased from that of prior year due to costs incurred to update vacant suites.

The occupancy levels at May 31, 1999, 1998 and 1997 are as follows:

                                                 Occupancy levels as of May 31,
         Property                               1999          1998          1997
         --------                               ----          ----          ----

Park Plaza I & II                                92%           96%           97%
Morenci Professional Park                        95%           93%           86%
Maple Tree Shopping Center                      100%          100%          100%
Jackson Industrial                               61%           39%          100%

Leasing activity for the quarter at Park Plaza I & II consisted of one new lease
being signed for 2,340 square feet and two tenants  vacating  7,040 square feet,
this caused a net decrease in occupancy of 6% from that of 1st quarter  1999. At
Park Plaza I and II, no tenant occupies more than 10% of the available space.

The second quarter leasing  activity at Morenci  Professional  Park consisted of
four new tenants  leasing  7,200  square feet and four  tenants  vacating  7,200
square feet.  Occupancy  remained  consistent  from that of first  quarter 1999.
There  are no  major  tenants  occupying  more  than  10% of the  space  at this
property.

At Maple  Tree  Shopping  Center  occupancy  increased  (4%) to 100%  during the
quarter. Leasing activity consisted of one tenant renewing their lease for 1,200
and one new lease being signed  occupying  2,640 square feet. Two tenants occupy
18% and 42% of the available  space with leases expiring April 30, 2000 and July
31, 1999,  respectively.  The  Registrant has been notified that the tenant with
the lease expiring July 1999 intends to renew.

At Jackson Industrial,  occupancy remained at 61% from that of 1st quarter 1999.
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 two  potential  tenants who could  occupy 18% & 21% of remaining
available  space.  If the Registrant is successful,  the property would be fully
leased.

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.

                                      -8-
<PAGE>


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
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

                                      -9-
<PAGE>


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 Comparison

Revenues for the quarter  ended May 31, 1999 and 1998 are $545,383 and $879,083,
respectively.  For the six month period ended May 31, 1999 and 1998 revenues are
$1,080,699  and  $1,464,773,  respectively.  For  the  quarter  ended,  revenues
decreased  $333,700 when  comparing the two periods and for the six month period
revenues  decreased  $384,074.  The decrease in revenue,  for both periods,  can
primarily be attributed to termination and early  cancellation  fees received at
Jackson  Industrial  during 2nd quarter  1998 from a former  major  tenant,  not
received  in 1999.  In  addition  there  were  also  decreases  in  common  area
maintenance income, bad debt recovery, and rental income. For the quarters ended
May 31,  1999 and  1998  consolidated  expenses  were  $571,588  and  $692,  370
respectively. For the six month period ended May 31, 1999 and 1998, consolidated
expenses were  $1,152,676  and $1,257,605  respectively.  For the quarter ended,
consolidated  expenses decreased $120,782 primarily due to decreases in interest
expense ($4,435),  depreciation/amortization  expense ($37,013), real estate tax
expense  ($5,136),  management fees ($16,863),  repairs and maintenance  related
expenses  ($29,033),  other tax expense  ($4,407),  and vacancy related expenses
($73,397).  These  decreases  were  partially  offset by  increases  in  parking
lot/landscaping   ($12,209),   office  expenses   ($7,199),   payroll  ($9,677),
professional  services  ($15,089),  and other operating expenses  ($5,549).  The
decrease in  depreciation/amortization,  management fees, vacancy, and repairs &
maintenance  are all  attributable to the former major tenant vacancy at Jackson
Industrial  in 1998, as mentioned in the property  comparisons.  The increase in
parking  lot/landscaping  is due to exterior  maintenance at Maple Tree Shopping
Center.  Office  expenses  increased  from  that of prior  year due to  computer
hardware  and  software  costs  incurred  in 1999.  The  increase  in payroll is
primarily due to additional staff at Park Plaza I & II, as also mentioned in the
property comparisons.

For the six month period ended May 31, 1999 compared to the same period in 1998,
consolidated  expenses  decreased  $104,929 due to decreases in interest expense
($5,793),   depreciation/amortization   ($44,776),   real   estate  tax  expense
($14,198),  management fees ($20,940),  repairs and maintenance related expenses
($18,350),  other taxes ($7,058) and vacancy expenses ($74,306). These decreases
were partially offset by increases in parking lot/landscaping  ($9,715),  office
expenses  ($7,237),  payroll ($4,613),  professional  fees ($19,300),  and other
operating  expenses  ($41,440).  All increases and decreases have been explained
earlier in the three month period  comparison,  and the cause remains consistent
for the six month period,  with the exception of the decrease in other tax which
can be attributed to lower income tax at the partnership  level and the increase
in other operating expenses,  which is primarily due to significant snow removal
costs during 1st quarter 1999.

1998 Comparison

Revenues for the quarter  ended May 31, 1998 and 1997 are $879,083 and $595,619,
respectively.  For the six month period ended May 31, 1998 and 1997 revenues are
$1,464,773  and  $1,183,784  respectively.   For  the  quarter  ended,  revenues
increased  $283,464 when comparing the two periods and for the six month period,

                                      -10-
<PAGE>


revenues  increased  $280,989.  This  increase  in  revenue  can  be  attributed
primarily to the  termination  and early  cancellation  fees received at Jackson
Industrial, in addition to increases in common area maintenance income, bad debt
recovery,  and interest  income.  For the  quarters  ended May 31, 1998 and 1997
consolidated expenses were $692,366 and 575,100 respectively.  For the six month
period ended May 31, 1998 and 1997,  consolidated  expenses were  $1,257,605 and
$1,190,810 respectively.  For the quarter ended, consolidated expenses increased
$117,270  primarily due to increases in management fees  ($14,385),  repairs and
maintenance ($17,151),  vacancy expenses ($81,658),  and amortization ($32,662),
partially  offset by  decreases  in  interest  expense  ($15,240),  depreciation
($3,757), and professional fees ($7,619). For the six month period ended May 31,
1998,  compared  to the same  period in 1997,  consolidated  expenses  increased
$66,795 due to increases in management fees  ($14,505),  repairs and maintenance
($18,946), vacancy expenses ($88,083), painting/decorating ($3,500), water/sewer
($4,409), and amortization  ($31,899).  These increases were partially offset by
decreases in interest expense ($33,136),  snow removal  ($21,062),  professional
fees ($38,607), and depreciation ($2,567).


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

        (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:  July 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

                                                /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>                                                       6-MOS
<FISCAL-YEAR-END>                                             NOV-30-1999
<PERIOD-START>                                                DEC-01-1998
<PERIOD-END>                                                  MAY-31-1999
<CASH>                                                            328,150
<SECURITIES>                                                            0
<RECEIVABLES>                                                     120,042
<ALLOWANCES>                                                            0
<INVENTORY>                                                             0
<CURRENT-ASSETS>                                                  557,707
<PP&E>                                                         16,069,970
<DEPRECIATION>                                                  9,413,429
<TOTAL-ASSETS>                                                  7,242,934
<CURRENT-LIABILITIES>                                             451,668
<BONDS>                                                         7,025,155
<COMMON>                                                                0
                                                   0
                                                             0
<OTHER-SE>                                                       (333,160)
<TOTAL-LIABILITY-AND-EQUITY>                                    7,242,934
<SALES>                                                         1,080,681
<TOTAL-REVENUES>                                                1,080,699
<CGS>                                                                   0
<TOTAL-COSTS>                                                           0
<OTHER-EXPENSES>                                                  816,667
<LOSS-PROVISION>                                                        0
<INTEREST-EXPENSE>                                                336,009
<INCOME-PRETAX>                                                  (71,977)
<INCOME-TAX>                                                            0
<INCOME-CONTINUING>                                                     0
<DISCONTINUED>                                                          0
<EXTRAORDINARY>                                                         0
<CHANGES>                                                               0
<NET-INCOME>                                                     (71,977)
<EPS-BASIC>                                                      (5.94)
<EPS-DILUTED>                                                           0


</TABLE>


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