NOONEY INCOME FUND LTD LP
NT 10-Q, 1996-08-15
REAL ESTATE
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                                                          SEC FILE NUMBER
                                                              0-14360
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                                                           CUSIP NUMBER
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25


                           NOTIFICATION OF LATE FILING

(Check One):  [ ] Form 10-K  [ ] Form 20-F  [ ] Form 11-K  [X] Form 10-Q
              [ ] Form N-SAR

              For Period Ended: 06-30-96

              [ ] Transition Report on Form 10-K 
              [ ] Transition Report on Form 20-F 
              [ ] Transition Report on Form 11-K
              [ ] Transition Report on Form 10-Q 
              [ ] Transition Report on Form N-SAR

              For the Transition Period Ended:
                                              ----------------------------------

- -------------------------------------------------------------------------------
|Read Instruction (on back page) Before Preparing Form.  Please Print or Type.|
|                                                                             |
|            Nothing in this form shall be construed to imply that            |
|         the Commission has verified any information contained herein.       |
- -------------------------------------------------------------------------------

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

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

PART I - REGISTRANT INFORMATION

Full Name of Registrant

                        Nooney Income Fund Ltd., L.P.
- -------------------------------------------------------------------------------

Former Name if Applicable

                                       N/A
- -------------------------------------------------------------------------------
<PAGE>

Address of Principal Executive Office (Street and Number)

                             7701 Forsyth Boulevard
- -------------------------------------------------------------------------------

City, State and Zip Code

                            St. Louis, Missouri 63105
- -------------------------------------------------------------------------------

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[X]      (a)     The reasons described in reasonable detail in Part III of this
                 form could not be eliminated without unreasonable effort or
                 expense;
[X]      (b)     The subject annual report, semi-annual report,
                 transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or
                 portion thereof, will be filed on or before the fifteenth
                 calendar day following the prescribed due date; or the subject
                 quarterly report of transition report on Form 10-Q, or portion
                 thereof will be filed on or before the fifth calendar day
                 following the prescribed due date; and
[ ]      (c)     The accountant's statement or other exhibit required by
                 Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)

Problems encountered reconciling the General Ledgers to the Financial
Statements due to employee turnover and the lack of knowledge in regards to the
accounting software currently in use.

                                                (Attach Extra Sheets if Needed)
                                                                SEC 1344 (11-91)

PART IV - OTHER INFORMATION

(1)      Name and telephone number of person to contact in regard to this
         notification

          Dale W. Brouk               (314)                 854-0632
- ---------------------------------  -----------  -------------------------------
             (Name)                (Area Code)         (Telephone Number)

(2)      Have all other periodic reports required under Section 13 or
         15(d) of the Securities Exchange Act of 1934 or Section 30 of the
         Investment Company Act of 1940 during the preceding 12 months (or for
         such shorter) period that the registrant was required to file such
         reports) been filed? If answer is no, identify reports(s).
                                                                 [X] Yes  [ ] No
<PAGE>

(3)      Is it anticipated that any significant change in results of
         operations from the corresponding period for the last fiscal year will
         be reflected by the earnings statements to be included in the subject
         report or portion thereof?

                                                                 [ ] Yes  [X] No

         If so, attach an explanation of the anticipated change, both
         narratively and quantitatively, and, if appropriate, state the reasons
         why a reasonable estimate of the results cannot be made.

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

                        Nooney Income Fund Ltd. II, L.P.
- -------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
                                      NOONEY INCOME FUND LTD. II, L.P.

Dated  August 14, 1996                By  /s/ Gregory J. Nooney, Jr.
                                          -------------------------------------
                                          Name:   Gregory J. Nooney, Jr.
                                          Title:  General Partner

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

- -------------------------------------------------------------------------------
|                                   ATTENTION                                 |
|                                                                             |
|          Intentional misstatements or omissions of fact constitute          |
|               Federal Criminal Violations (See 18 U.S.C. 1001).             |
- -------------------------------------------------------------------------------

                              GENERAL INSTRUCTIONS

1.       This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
         General Rules and Regulations under the Securities Exchange Act of
         1934.

2.       One signed original and four conformed copies of this form and
         amendments thereto must be completed and filed with the Securities and
         Exchange Commission, Washington, D.C. 20549, in accordance with Rule
         O-3 of the General Rules and Regulations under the Act. The information
         contained in or filed with the form will be made a matter of public
         record in the Commission files.

3.       A manually signed copy of the form and amendments thereto shall
         be filed with each national securities exchange on which any class of
         securities of the registrant is registered.

4.       Amendments to the notifications must also be filed on form
         12b-25 but need not restate information that has been correctly
         furnished. The form shall be clearly identified as an amended
         notification.



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