NOONEY INCOME FUND LTD II L P, PRER14A, 1995-08-07

NOONEY INCOME FUND LTD II L P
PRER14A, 1995-08-07
REAL ESTATE

Previous: EXAR CORP, SC 13G/A, 1995-08-07

Next: CEDAR INCOME FUND LTD, 10-Q, 1995-08-07

<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/X/ Preliminary Proxy Statement / / Confidential, for
Use of the Commission
/ / Definitive Proxy Statement Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Additional Materials

/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule
14a-12

NOONEY INCOME FUND LTD. II, L.P.
--------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

NOONEY INCOME FUND LTD. II, L.P.
--------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2) or Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).

/X/ Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:
LIMITED PARTNERSHIP INTERESTS
------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
19,221 UNITS OF LIMITED PARTNERSHIP INTERESTS
------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was determined):
$7,190,000
------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
$7,190,000
------------------------------------------------------------------------------
(5) Total fee paid:
$1,438
------------------------------------------------------------------------------
/X/ Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
(1) Amount Previously Paid:

------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

------------------------------------------------------------------------------
(3) Filing Party:

------------------------------------------------------------------------------
(4) Date Filed:

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

<PAGE> 2

PRELIMINARY COPY

NOONEY
-----------
INCOME II
FUND LTD.
-----------

August 10, 1995

Dear Limited Partner:

The enclosed materials solicit your consent on a proposed
amendment to the Amended and Restated Agreement of Limited
Partnership of Nooney Income Fund Ltd. II, L.P. to enable the
Partnership to purchase certain interests in three properties in
which the Partnership currently owns the remaining interests. The
interests proposed to be acquired are: (i) a 50% interest in
Countryside Executive Center, of which the Partnership currently
owns the remaining 50%, (ii) a 55% interest in NorthCreek Office
Park, of which the Partnership currently owns the remaining 45%,
and (iii) a 55% interest in Wards Corner Business Center, of which
the Partnership currently owns the remaining 45%. Following the
acquisition, the Partnership will own 100% of such properties. The
property interests are proposed to be acquired from St. Louis
Investment Properties, Inc., a subsidiary of The Boatmen's National
Bank of St. Louis, which acquired the interests from Nooney Income
Fund Ltd. III, L.P. The Partnership intends to borrow $7,190,000
(representing 100% of the purchase price) from Boatmen's and to
grant the bank a first mortgage on the properties to secure payment
of the loan. The Partnership Agreement currently prohibits the
Partnership from borrowing money, on a secured or unsecured basis,
in connection with the acquisition of property. Thus, the proposed
acquisition requires an amendment to the Partnership Agreement,
which requires the consent of the Limited Partners.

The proposed amendment and acquisition are described in more
detail in the Consent Statement accompanying this letter, which you
are encouraged to read carefully. IN PARTICULAR, CERTAIN RISKS
ASSOCIATED WITH THE TRANSACTION AND CERTAIN INTERESTS OF AFFILIATES
OF THE PARTNERSHIP IN THE TRANSACTION ARE DESCRIBED IN THE CONSENT
STATEMENT UNDER THE CAPTIONS "SPECIAL FACTORS-RISKS ASSOCIATED WITH
THE TRANSACTION" AND "-INTERESTS OF CERTAIN PERSONS IN THE
TRANSACTION."

Your consent to the proposed amendment is being solicited on
behalf of the Partnership by the General Partners. The General
Partners believe the acquisition of the property interests is in
the best interests of the Partnership and therefore recommend that
you consent to the amendment to the Partnership Agreement.

Sincerely,
NOONEY INCOME FUND LTD. II, L.P.

Gregory J. Nooney, Jr.
General Partner

Nooney Income Investments Two, Inc.
General Partner

By:
Gregory J. Nooney, Jr.
Chairman of the Board and
Chief Executive Officer

<PAGE> 3

<TABLE>
CONSENT STATEMENT
NOONEY INCOME FUND LTD. II, L.P.

TABLE OF CONTENTS

<CAPTION>
PAGE
----
<S> <C>
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Reasons for the Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Risks Associated with the Transaction . . . . . . . . . . . . . . . . . . . . . 3
Leverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Possible Decline in the Value of the Properties. . . . . . . . . . . . . . . 3
Interests of Certain Persons in the Transaction . . . . . . . . . . . . . . . . 3

SPECIAL FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Background. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
The Partnership. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
The Transaction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Proposed Amendment to the Partnership Agreement . . . . . . . . . . . . . . . . 6
Reasons for the Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Risks Associated with the Transaction . . . . . . . . . . . . . . . . . . . . . 8
Leverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Possible Decline in the Value of the Properties. . . . . . . . . . . . . . . 9
Description of the Acquisition Properties . . . . . . . . . . . . . . . . . . . 10
Countryside Executive Center . . . . . . . . . . . . . . . . . . . . . . . . 10
NorthCreek Office Park . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Wards Corner Business Center . . . . . . . . . . . . . . . . . . . . . . . . 11
Certain Lease, Rental and Financial Information. . . . . . . . . . . . . . . 12
Certain Tax and Depreciation Information . . . . . . . . . . . . . . . . . . 14
Terms of the Transaction. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Summary of the Terms of the Acquisition. . . . . . . . . . . . . . . . . . . 15
Summary of the Terms of the Financing. . . . . . . . . . . . . . . . . . . . 15
Interests of Certain Persons in the Transaction . . . . . . . . . . . . . . . . 17
Recommendations of the General Partners . . . . . . . . . . . . . . . . . . . . 17
Appraisals of the Acquisition Properties. . . . . . . . . . . . . . . . . . . . 18
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Valuation Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Possible Decline in the Market Value of the Acquisition
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Compensation; Other Relationships. . . . . . . . . . . . . . . . . . . . . . 19
Lack of Appraisal Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Pro Forma Consolidated Balance Sheet March 31, 1995 . . . . . . . . . . . . . . 21
Pro Forma Consolidated Statement of Operations Three Months
Ended March 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Pro Forma Consolidated Statement of Operations Year Ended
December 31, 1994. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Independent Auditors' Report. . . . . . . . . . . . . . . . . . . . . . . . . . 29
Combined Historical Summaries of Revenues and Certain
Expenses of the Acquisition Properties For the Three
Months Ended March 31, 1995. . . . . . . . . . . . . . . . . . . . . . . . . 30
Combined Historical Summaries of Revenues and Certain
Expenses of the Acquisition Properties For the Year Ended
December 31, 1994. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Estimated Pro Forma Statement of Tax Operating Loss and of
Cash Provided by Operations of the Acquisition Interests
for the Twelve Months Ended March 31, 1995 . . . . . . . . . . . . . . . . . 34

i
<PAGE> 4

CERTAIN FEDERAL INCOME TAX CONSEQUENCES . . . . . . . . . . . . . . . . . . . . . . 37

BUSINESS, MANAGEMENT AND SECURITY OWNERSHIP OF THE
PARTNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Security Ownership of Certain Beneficial Owners and
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

OTHER MATTERS WITH RESPECT TO THE CONSENT SOLICITATION. . . . . . . . . . . . . . . 40
Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Revocability of Consents. . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Vote Required to Approve the Proposal . . . . . . . . . . . . . . . . . . . . . 40
Solicitation of Consents. . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
</TABLE>

ii
<PAGE> 5
SUMMARY

PURPOSE

This consent solicitation is being mailed to the holders of
limited partnership interests (the "Limited Partners") in Nooney
Income Fund Ltd. II, L.P., a Missouri limited partnership (the
"Partnership"), on or about August 10, 1995 in connection with
the solicitation of the consent of the Limited Partners to the
adoption of the following proposal (the "Proposal"):

To amend Section 5.1D(iii) of the Partnership's Amended
and Restated Agreement of Limited Partnership (the
"Partnership Agreement") to permit the Partnership to
purchase interests in three properties (Countryside
Executive Center ("Countryside"), NorthCreek Office Park
("NorthCreek") and Wards Corner Business Center ("Wards
Corner")) and, in connection with such acquisition, to
borrow money and grant a mortgage on such properties.

The property interests proposed to be acquired are: (i) a
50% interest in Countryside, of which the Partnership currently
owns 50%, (ii) a 55% interest in NorthCreek, of which the
Partnership currently owns 45%, and (iii) a 55% interest in
Wards Corner, of which the Partnership currently owns 45% (the
properties are hereinafter collectively referred to as the
"Acquisition Properties" and the interests proposed to be
purchased in the Acquisition Properties are hereinafter
collectively referred to as the "Acquisition Interests").
Following the purchase, the Partnership will own 100% of the
Acquisition Properties. The Acquisition Interests are to be
acquired from St. Louis Investment Properties, Inc. ("SLIP"), a
subsidiary of The Boatmen's National Bank of St. Louis
("Boatmen's"), which acquired the interests from Nooney Income
Fund Ltd. III, L.P. ("NIF III"). NIF III is a former affiliate
of the Partnership and is no longer in existence. The
Partnership intends to borrow $7,190,000 (representing 100% of
the purchase price of the Acquisition Interests) from Boatmen's
and to grant Boatmen's a first mortgage on the Acquisition
Properties to secure payment of the loan. (The acquisition and
financing are hereinafter collectively referred to as the
"Transaction"). Section 5.1D(iii) of the Partnership Agreement
currently provides that "the Partnership shall not in connection
with the acquisition of its Properties borrow money unsecured or
secured by any asset of the Partnership pursuant to a mortgage
or deed of trust." Thus, the Transaction requires an amendment
to the Partnership Agreement, which requires the consent of the
Limited Partners.

The purchase price of the Acquisition Interests was based on
the appraised values of the Acquisition Properties (as of
December 29, 1993 for NorthCreek and Wards Corner and January 4,
1994 for Countryside) as determined by independent appraisals
(the "December 1993 Appraisals"), which are based on an analysis
of comparable market sales, the cost of the properties, the
income capitalization of the properties and the discounted cash
flow of the properties. While the transaction with SLIP is
based upon the December 1993 Appraisals, the General Partners,
in accordance with the Partnership Agreement, had the properties
reappraised on January 9, 1995 (the "January 1995 Appraisals").
These appraisals indicate that the value of the Acquisition
Interests as stated in the January 1995 Appraisals was
$7,450,000, an increase of 3.6% over the December 1993
Appraisals. See "SPECIAL FACTORS-Appraisals of the Acquisition
Properties" below.

See "SPECIAL FACTORS" below for a discussion of certain
factors Limited Partners should consider in evaluating the
Proposal.

1
<PAGE> 6

This consent is being solicited on behalf of the Partnership
by the General Partners.

YOUR CONSENT IS IMPORTANT. BECAUSE APPROVAL OF THE PROPOSAL
REQUIRES THE AFFIRMATIVE CONSENT OF LIMITED PARTNERS WHOSE
COMBINED CAPITAL CONTRIBUTIONS REPRESENT AT LEAST A MAJORITY OF
THE TOTAL CAPITAL CONTRIBUTIONS OF THE LIMITED PARTNERS, A
FAILURE TO RETURN YOUR CONSENT FORM WILL HAVE THE SAME EFFECT AS
A VOTE AGAINST THE PROPOSAL. PLEASE COMPLETE AND RETURN THE
ENCLOSED CONSENT FORM IN THE RETURN ENVELOPE PROVIDED BY
SEPTEMBER 21, 1995.

THE GENERAL PARTNERS BELIEVE THE TRANSACTION IS IN THE BEST
INTERESTS OF THE PARTNERSHIP AND THEREFORE RECOMMEND
A VOTE FOR THE PROPOSAL.

REASONS FOR THE TRANSACTION

The purchase of the Acquisition Interests from SLIP will
enable the Partnership to fully control its own destiny with
respect to the improvement, management and sale of its
properties, including making what the General Partners believe
are necessary capital expenditures. The General Partners' goal
is to attempt to enhance the value of the Acquisition
Properties, with the exception of Countryside, over the next
several years in order to increase the amount of any cash
available for distribution to the partners when the Partnership
is dissolved. Due to market conditions, tax burdens and other
factors relating to Countryside, the General Partners intend to
attempt to sell Countryside as soon as practicable after the
Transaction. (SLIP will not agree to retain its interest in
Countryside and attempt to sell such property jointly with the
Partnership.) The General Partners believe that now is not the
time to sell NorthCreek or Wards Corner, since the General
Partners believe that the commercial real estate markets in
those areas will improve over the next several years.

If the Transaction is not completed, SLIP has indicated it
may seek partition of the Acquisition Properties in court, which
would force the Acquisition Properties to be sold at auction for
what the General Partners believe could be a very low price.
This would likely reduce the amount of any cash available for
distribution to the partners when the Partnership is dissolved.
In lieu of partition, the Partnership might seek SLIP's
agreement to hire a broker to sell the Acquisition Properties,
but no assurance can be given that such an agreement could be
reached or that the price obtained would be higher than an
auction price. If the Acquisition Properties are sold, through
either a forced sale or a sale on the market, the General
Partners would continue to hold and manage the Partnership's
remaining two properties until the General Partners believe the
sale of such properties is in the best interests of the
Partnership. The continued operation of the remaining
properties would not require the Partnership to incur any debt
at this time.

2
<PAGE> 7

the expiration of tenant leases in 1994. The General Partners are
currently marketing this space. There can be no assurance that
any of the factors mentioned above will occur or that the
Partnership will generate cash flow sufficient to provide for
the payment of the estimated cash distributions. Thus, there is
no assurance that any such distributions will in fact occur or
be uniform in amount or frequency. See "FINANCIAL INFORMATION"
below.

See "SPECIAL FACTORS-Reasons for the Transaction" below.

RISKS ASSOCIATED WITH THE TRANSACTION

Limited Partners should consider the following possible risks
of the Transaction, together with the other information
contained in this Consent Statement, in determining how to vote
with respect to the Amendment:

LEVERAGE. The Partnership intends to borrow $7,190,000 (100%
of the purchase price of the Acquisition Interests) from
Boatmen's. Boatmen's will obtain a first lien on the
Acquisition Properties. The indebtedness presents an element of
risk in the event that the Partnership's cash from operations is
insufficient to meet the principal and interest payments on such
indebtedness. The loan will be structured such that a majority
of the principal ($6,765,788) will be payable at maturity five
years after the date of the loan. In addition, interest on the
loan will be at a floating rate, which involves greater risk
than financing involving a fixed interest rate, since the
floating interest rate could rise substantially. Although the
General Partners believe the cash provided by the Partnership's
ongoing operations following the Transaction will be sufficient
to cover all principal and interest payments, there can be no
assurance that the Partnership will be able to service the
indebtedness. If the Partnership has insufficient funds to
repay the loan, it may be forced to sell or surrender any or all
of its assets. See "FINANCIAL INFORMATION" below.

POSSIBLE DECLINE IN THE VALUE OF THE PROPERTIES. The
Partnership intends to sell its properties at such time as the
General Partners believe is in the best interests of the
Partnership. In this regard, the General Partners believe that
the commercial real estate markets in which the Partnership's
properties are located (except for Countryside) will improve
from current conditions. Although the General Partners believe
the December 1993 Appraisals of the Acquisition Properties were
reasonable, there can be no assurance that the Acquisition
Properties will not decrease in value or, if sold today, would
sell for their appraised values. While the transaction with
SLIP is based upon the December 1993 Appraisals, the General
Partners, in accordance with the Partnership Agreement, had the
properties reappraised. The January 1995 Appraisals indicate
that the value of the Acquisition Interests was $7,450,000, an
increase of 3.6% over the December 1993 Appraisals. See
"SPECIAL FACTORS-Appraisals of the Acquisition Properties"
below.

See "SPECIAL FACTORS-Risks Associated with the Transaction"
below.

INTERESTS OF CERTAIN PERSONS IN THE TRANSACTION

Nooney Krombach Company, a wholly-owned subsidiary of Nooney
Company (of which Gregory J. Nooney, Jr. is a shareholder) and
an affiliate of the General Partners, receives a management fee
for providing management services for the Partnership's
properties. Currently, the Partnership and SLIP each pays a pro
rata share of the management fee with respect to the Acquisition
Properties (which totalled $168,326 in 1994). Although the
total management fee

3
<PAGE> 8

received by Nooney Krombach will not increase as a result of the Transaction,
because the Partnership will receive 100% of the revenues from the Acquisition
Properties, it will be responsible for 100% of the management fee with respect
to such properties following the Transaction.

The Partnership Agreement provides that the Partnership shall
distribute 90% of its Net Operating Cash Income to the Limited
Partners and 10% to the individual General Partners. Pursuant
to this provision, the Partnership pays approximately 2.8% and
3.3% of its Net Operating Cash Income to Gregory J. Nooney, Jr.
and Nooney Company (as assignee of two individual General
Partners), respectively, and pays 3.9% of Net Operating Cash
Income to inactive General Partners or their assignees. Gregory
J. Nooney, Jr. is a General Partner of the Partnership and
controls all the voting stock of Nooney Company. In the event
the Partnership's Net Operating Cash Income increases as a
result of the Transaction, the amounts payable to Gregory J.
Nooney, Jr. and Nooney Company will increase proportionately (as
also will the amounts payable to the Limited Partners). Under
the terms of the Partnership Agreement, the payment of a portion
of such amounts to the General Partners is subordinated to
certain payments to the Limited Partners.

In addition, Nooney Krombach will receive a fee of $75,000
from the Partnership for its services in connection with
arranging the purchase and the financing of the purchase of the
Acquisition Interests.

See "SPECIAL FACTORS-Interests of Certain Persons in the
Transaction" below.

4
<PAGE> 9
SPECIAL FACTORS

BACKGROUND

THE PARTNERSHIP

The Partnership acquired its current ownership interests in the
Acquisition Properties in 1986. In addition to the interests in
the Acquisition Properties, the Partnership also acquired ownership
interests in its two other investment properties - Leawood Fountain
Plaza (a 24% interest) and Tower Industrial Building (a 100%
interest) - in 1985 and 1986. Each of the Acquisition Properties
is discussed in more detail in this section and under "-Description
of the Acquisition Properties" below. The Partnership's other
properties are described below under "BUSINESS, MANAGEMENT AND
SECURITY OWNERSHIP OF THE PARTNERSHIP-Business."

The Partnership maintains its original intent to hold its
properties until such time as a sale of such properties appears to
be advantageous to the Limited Partners. The Partnership initially
anticipated that it would sell its properties within approximately
five to ten years after their acquisition. Since the Partnership
acquired the properties, however, investment real estate has been
subject to declining market conditions as well as changes in the
federal tax laws. Beginning in 1987, the General Partners
anticipated longer holding periods of investment properties by real
estate limited partnerships, as indicated in the Partnership's 1987
and subsequent Annual Reports to Limited Partners. Due to
continuing declining real estate market conditions, in 1991 the
General Partners determined to continue to hold and manage the
Partnership's properties until such time as market conditions may
improve and profitable sale of the properties may be feasible, as
indicated in the 1991 Annual Report to Limited Partners.

THE TRANSACTION

On December 16, 1986, the Partnership acquired a 50% interest as
a tenant-in-common in Countryside, an office building located
outside Chicago, Illinois. The total purchase price of the
building was $8,750,000, of which $4,375,000 was paid by the
Partnership in cash at closing for its 50% interest. The remaining
50% interest was purchased by NIF III.

On December 29, 1986, the Partnership acquired a 45% interest as
tenant-in-common in NorthCreek, an office building complex located
in Cincinnati, Ohio. The contract price of the complex was
$10,525,000. The Partnership paid 45% of the contract price, or
$4,736,250, for its 45% interest. The remaining 55% interest was
purchased by NIF III.

On December 29, 1986, the Partnership acquired a 45% interest as
a tenant-in-common in Wards Corner, a facility located outside
Cincinnati, Ohio. The total purchase price of the buildings was
$6,235,000, of which $2,805,750, less certain closing adjustments,
was paid by the Partnership for its 45% interest. The remaining
55% interest was purchased by NIF III.

NIF III financed $10,800,000 of the purchase price for its
interests in the Acquisition Properties, as well as another
property acquired by NIF III, through Boatmen's, which was granted
a first mortgage on NIF III's undivided interests in such
properties. The Partnership's percentage interests in the
Acquisition Properties were not subject to the mortgage. NIF III
subsequently sold the other property and reduced the principal
amount of its loan from Boatmen's. Boatmen's retained a mortgage
on NIF III's interests in the Acquisition Properties. NIF III was
unable to service the remaining debt to Boatmen's, and in 1993 NIF
III's percentage interests in the Acquisition Properties were
transferred to SLIP, a subsidiary of Boatmen's, by deed in lieu of
foreclosure. At the time SLIP acquired the interests,

5
<PAGE> 10

the unpaid principal amount of NIF III's loan was $9,376,000 (excluding unpaid
accrued interest). Since such transfers, all costs and revenues attributable
to the operation of the Acquisition Properties have been shared by the
Partnership and SLIP in proportion to their respective percentage interests.

On October 18, 1994, the Partnership entered into a Purchase and
Sale Agreement with SLIP pursuant to which the Partnership agreed
to purchase the Acquisition Interests from SLIP for a cash purchase
price of $7,190,000 (which represents approximately 77% of the
principal balance of NIF III's loan at the time SLIP acquired the
Acquisition Interests). Since the Partnership does not have
sufficient cash on hand to acquire the Acquisition Interests from
SLIP, it must borrow the funds necessary for the purchase of the
Acquisition Interests. The Partnership has received a commitment
from Boatmen's to finance 100% of the purchase price of the
Acquisition Interests, contingent upon, among other things, the
Partnership granting Boatmen's a first mortgage on the Acquisition
Properties, which will subject the Partnership's presently
unencumbered interests in the Acquisition Properties to Boatmen's
mortgage. See "-Risks Associated with the Transaction" and "-Terms
of the Transaction" below. Both the acquisition and the loan are
subject to receipt of the required consent of the Partnership's
Limited Partners to amend the Partnership Agreement.

PROPOSED AMENDMENT TO THE PARTNERSHIP AGREEMENT

The Partnership Agreement, when executed in 1985, provided, in
effect, that the Partnership could not borrow money in connection
with the acquisition of its properties.

The General Partners propose to amend Section 5.1D(iii) of the
Partnership Agreement so that it will read as follows (the new
language is shown in italics and deletions are bracketed [ ]):

(iii) The Partnership shall not in connection with the
acquisition of its Properties borrow money unsecured or
secured by any assets of the Partnership pursuant to a
mortgage or deed of trust; provided, however, that the
Partnership shall be permitted to borrow funds [(on a secured
or unsecured basis) to facilitate the Partnership's
acquisition of a Property during the offering referred to in
Section 4.2A hereof if the Partnership does not have
sufficient cash proceeds from the offering to purchase such
Property] on an unsecured or secured basis pursuant to a
mortgage or deed of trust on certain of the Partnership's
Properties to facilitate the Partnership's acquisition of the
interests (held by St. Louis Investment Properties, Inc.) in
such Properties where the Partnership is a co-owner of such
Properties with St. Louis Investment Properties, Inc., such
Properties and the undivided interests to be purchased are
Countryside Executive Center (a 50% undivided interest),
NorthCreek Office Park (a 55% undivided interest) and Wards
Corner Business Center (a 55% undivided interest).

The proposed amendment requires the affirmative consent of
Limited Partners whose combined Capital Contributions represent at
least a majority of the total Capital Contributions of the Limited
Partners.

REASONS FOR THE TRANSACTION

6
<PAGE> 11

SLIP is motivated to resist putting additional capital into the Acquisition
Properties, and instead wants to sell its interests in such properties in a
relatively short time frame.

Furthermore, if the Transaction is not completed, SLIP has
indicated it may seek partition of the Acquisition Properties in
court, which would force the Acquisition Properties to be sold at
auction on the courthouse steps, resulting in what the General
Partners believe could be a very low price for the properties.
This would likely reduce the amount of any cash available for
distribution to the partners when the Partnership is dissolved.
While the Partnership would attempt to dismiss such a partition
suit, there is no assurance the suit could be dismissed. In lieu
of partition, the Partnership might seek SLIP's agreement to hire
a broker to sell the Acquisition Properties, but no assurance can
be given that such an agreement could be reached or that the price
obtained would be higher than an auction price. If the Acquisition
Properties are sold, through either a forced sale or a sale on the
market, the General Partners would continue to hold and manage the
Partnership's remaining two properties - Leawood Fountain Plaza (of
which the Partnership owns 24%) and Tower Industrial Building (of
which the Partnership owns 100%) - until the General Partners
believe the sale of such properties is in the best interests of the
Partnership. The continued operation of the two remaining
properties would not require the Partnership to incur any debt at
this time.

The General Partners included in the 1994 Annual Report
distributed in April 1995 to all partners a letter stating that the
appraised value of all the Partnership's properties was $467 per
Unit based on the January 1995 Appraisals. Of this amount, $330
per Unit, or 71%, is represented by the Partnership's undivided
ownership interest in the Acquisition Properties. It is the
General Partners' goal to enhance this value over the next several
years in order to increase the amount of cash available for
distribution to the partners when the Partnership is dissolved,
although there can be no assurance as to the General Partners'
success in accomplishing this goal or as to the amount of cash, if
any, available upon dissolution.

In order to achieve this goal, it is the General Partners'
intention as soon as practicable after the closing of the purchase
from SLIP to sell Countryside, not in a forced sale, but through an
orderly sale through a broker to achieve a higher price for the
property. The General Partners believe the outlook for improved
market conditions in this part of the metropolitan Chicago region
is problematical at best in the foreseeable future. The
requirements for significant ongoing capital for tenant
improvements at the property and the unusually high real estate tax
burden in Cook County, Illinois dictate that the Partnership sell
this property. SLIP is willing to sell all of the Acquisition
Interests to the Partnership at this time, but has stated that it
will not agree to retain just its interest in Countryside and
attempt to sell such property jointly with the Partnership.
Furthermore, the General Partners believe that a sale directly by
the Partnership, rather than a joint sale with SLIP, at a price the
Partnership believes is fair would be more efficient and achieve a
higher price for the property. While the Partnership received some
relief on the real estate taxes in 1994, it requires constant
litigation in Cook County to protest the real estate taxes each
year and, even when relief is granted, it has been minimal. Cook
County has not been willing to recognize the loss of value in
commercial real estate, particularly suburban office buildings such
as Countryside, and to adjust the tax assessments accordingly.

Assuming Countryside could be sold for approximately $2.5
million, $1.25 million would be used to pay off the portion of the
mortgage attributable to Countryside, approximately $625,000 would
be placed in a debt service reserve, and approximately $625,000
would be distributed to the partners as a return of capital. The
assumed sale price of $2.5 million is based on the December 1993
Appraisal of Countryside. See "-Appraisals of the Acquisition
Properties" below. The General Partners are not aware of any
material change in circumstances or in the assumptions upon which
the appraisal was based that would result in a material reduction
in the appraised value of Countryside. The January 1995

7
<PAGE> 12

Appraisal of Countryside indicates a value of $2,800,000 as of that date. If
the Partnership were to receive less than $2.5 million upon the sale of
Countryside, the amount of proceeds available for a distribution to Limited
Partners and the amount of proceeds placed in the Partnership's debt service
reserve would be reduced proportionately. Boatmen's has agreed to release its
mortgage on Countryside for $1.25 million. The General Partners believe that
a sale of Countryside for at least $2.0 million would not have a material
adverse effect on the Partnership's cash flow or operations.

The General Partners believe that now is not the time to attempt
to sell NorthCreek or Wards Corner, since the General Partners
believe that the commercial real estate markets in such areas will
improve over the next several years, at which time it is
anticipated that the properties could likely be sold at prices
resulting in more cash available for the partners when the
Partnership is dissolved.

It is the General Partners' intention to commence regular
quarterly cash distributions starting with the fourth quarter of
1996 at a level of $6.00 per Unit per quarter. The ability of the
Partnership to continue distributions at this level is dependent,
in part, upon the occupancy at Wards Corner substantially
increasing from its current 56%, the Partnership's other properties
continuing to be occupied at their current levels and rents,
Countryside being sold for a price and on terms acceptable to the
General Partners and interest rates not substantially increasing.
Historically, since the Partnership has owned Wards Corner
(beginning in December 1986) average annual occupancy has been 92%
computed on a quarterly basis. The current vacancy rate at Wards
Corner is due to the expiration of tenant leases in 1994. The
General Partners are currently marketing this space. There can be
no assurance that any of the factors mentioned above will occur or
that the Partnership will generate cash flow sufficient to provide
for the payment of the estimated cash distributions. Thus, there
is no assurance that any such distributions will in fact occur or
be uniform in amount or frequency. See "FINANCIAL INFORMATION"
below.

RISKS ASSOCIATED WITH THE TRANSACTION

LEVERAGE

GENERAL. The Partnership intends to borrow 100% of the purchase
price of the Acquisition Interests, or $7,190,000, and, in
connection therewith, grant Boatmen's a first lien on the
Acquisition Properties. See "-Terms of the Transaction - Summary of
the Terms of the Financing" below. The indebtedness presents an
element of risk in the event that the cash receipts from the
operation of the Partnership's properties are insufficient to meet
the principal and interest payments on such indebtedness. If the
cash flow of the Partnership is insufficient to service the debt
incurred by the Partnership, the Partnership's equity in one or
more of the Acquisition Properties is likely to be reduced or
eliminated through foreclosure or surrender, which may have adverse
tax consequences for the Limited Partners. Moreover, the costs of
borrowing might reduce profits or increase losses resulting from
operations of the Partnership and adversely affect the
Partnership's ability to make distributions to its partners.
Although the General Partners believe the cash provided by the
Partnership's ongoing operations following the Transaction will be
sufficient to cover all scheduled principal and interest
installment payments, there can be no assurance that the
Partnership will be able to service the indebtedness. See
"FINANCIAL INFORMATION" below.

Due in part to the Partnership's existing relationship with
Boatmen's, the General Partners did not attempt to obtain financing
from another source. Although there can be no assurance that the
Partnership could not have obtained financing on more favorable
terms, the General Partners believe the loan from Boatmen's is on
terms that are at least as favorable as those that could be
obtained from another lender.

8
<PAGE> 13

BALLOON PAYMENT. Although the Partnership will not be required
to make any principal payments during the first year of the loan,
after the first year, monthly principal payments totalling
approximately $100,000 per year will be made through the fifth year
of the loan. The remaining principal will be payable on the
maturity date (the fifth anniversary of the closing date of the
loan). If all scheduled installment payments are made and the
Partnership does not prepay any amount of the loan, the remaining
principal amount at final maturity will be $6,765,788. To make the
final payment, the Partnership will either refinance the loan or
sell some or all of its properties.

FLOATING INTEREST RATE. Interest on the principal amount of the
loan will be at a floating rate, which involves greater risk than
financing involving a fixed interest rate, since the floating
interest rate could rise substantially. The interest rate will
change simultaneously with a change in Boatmen's corporate base
rate. As of May 17, 1995, Boatmen's corporate base rate was 9% per
annum.

RECOURSE LOAN. The indebtedness will be on a recourse basis to
the Partnership. Thus, in the event of default, Boatmen's would
have full recourse against all of the Partnership's assets.
Although none of the Partnership's other properties or assets will
serve as collateral for the loan, if the Partnership has
insufficient funds to repay the loan, it may be forced to sell or
surrender any or all of its assets. For a discussion of the terms
of the financing, including certain negative covenants made by the
Partnership, see "-Terms of the Transaction-Summary of the Terms of
the Financing" below.

POSSIBLE DECLINE IN THE VALUE OF THE PROPERTIES

As indicated above, the Partnership intends to eventually sell
its properties, including the Acquisition Properties, at such time
as the General Partners believe is in the best interests of the
Partnership. In this regard, the General Partners believe that the
commercial real estate markets in which the Partnership's
properties are located (except Countryside) will improve from
current conditions. Although the General Partners believe the
December 1993 Appraisals of the Acquisition Properties were
reasonable, there can be no assurance that the Acquisition
Properties will not decrease in value or, if sold today, would sell
for their appraised values. While the transaction with SLIP is
based upon the December 1993 Appraisals, the General Partners, in
accordance with the Partnership Agreement, had the properties
reappraised. The January 1995 Appraisals indicate that the value
of the Acquisition Interests was $7,450,000, an increase of 3.6%
over the December 1993 Appraisals. See "-Appraisals of the
Acquisition Properties" below.

The General Partners are not aware of any specific developments
or adverse trends in the occupancy of the Acquisition Properties
that would have a material effect on the Partnership's ability to
sell such properties in the normal course of business. However,
there is a risk with respect to any leased property that a major
tenant will not renew its lease or will fail to pay its rent or
that rents will decline. See "-Description of the Acquisition
Properties" below.

The General Partners believe the negative real estate market
conditions, tax burdens and capital improvement requirements with
respect to Countryside are significant. However, the General
Partners have based the assumed sale price of the property on the
December 1993 Appraisal, which takes such factors into account.
The General Partners do not believe such factors will materially
affect the Partnership's ability to sell Countryside for its
December 1993 Appraisal value. See "-Description of the
Acquisition Properties" and "-Appraisals of the Acquisition
Properties" below. However, there can be no assurance that the
Partnership will be able to sell Countryside prior to July 1996 for
$2.5 million or for another price or on terms acceptable to the
General Partners.

9
<PAGE> 14

COUNTRYSIDE EXECUTIVE CENTER

Countryside is a single story office building located at 1210-
1270 W. Northwest Highway in Palatine, Illinois, a suburb of
Chicago. The building contains approximately 91,000 net rentable
square feet and is situated on an 8.6 acre site that provides
parking spaces for 467 cars, some of which spaces are shared with
adjoining properties pursuant to a mutual easement agreement that
also provides for the sharing of certain expenses.

During 1994, the Partnership leased or renewed 14,227 square
feet of space at Countryside, which represents 15.6% of the total
space. Occupancy increased from 82% at December 31, 1993 to 83% at
December 31, 1994. During the first quarter of 1995, the
Partnership leased 2,333 square feet and tenants occupying 2,327
square feet vacated. During the second quarter of 1995, one tenant
occupying 712 square feet renewed its lease and another tenant
vacated 3,658 square feet, resulting in a drop in occupancy to 80%
as of June 30, 1995.

In 1992 and 1993, the entire roof at Countryside was replaced,
which required capital expenditures of approximately $866,000 in
1993. The Partnership's pro rata share of the cost was
approximately $433,000.

Real estate taxes at Countryside remain of great concern. The
Partnership has been appealing the real estate tax assessment of
the property for the past several years. In 1993, the Partnership
received a reduction of the tax assessment for the tri-annual
period beginning 1992. In 1994, another reduction was received
from the Board of Equalization. This reduction resulted in a
decrease in real estate taxes, net of the consultant's fee of
approximately $50,000, for the real estate taxes paid in 1994. The
Partnership continues to appeal the current and past assessments on
the property and will continue to do so for the foreseeable future.
Until such time as additional significant reductions in real estate
taxes can be obtained, the cash flow of the property will be
severely hampered. As explained above under "-Reasons for the
Transaction," it is the intention of the General Partners to
attempt to sell Countryside by July 1996.

If Countryside is not sold by July 1996, the property will
require significant continual capital improvements in 1996 and
1997. The parking lot requires resurfacing at a total cost of
approximately $135,000, to be done over a three-year period. The
first section will be done in 1995 at a cost of $47,000 with the
remaining sections to be done in late 1996 and 1997. Roof canopies
and siding replacement will be necessary in 1997. In addition,
updating of the restrooms and new conference room furniture will be
needed in late 1996 and 1997.

Market conditions remain highly competitive in the suburban
Chicago market where Countryside is located. Increases in rental
rates and the lowering of capital required to attract new tenants
is not anticipated in the near future, which is one of the primary
reasons the General Partners recommend selling Countryside by July
1996. See "-Reasons for the Transaction" above.

NORTHCREEK OFFICE PARK

NorthCreek is a three building office complex located at 8220,
8240 and 8260 NorthCreek Drive in Cincinnati, Ohio. Constructed in
phases in 1984 and 1986, the three-story buildings contain 19,396,
23,995 and 43,560 net rentable square feet respectively, or an
aggregate of approximately 86,000 net rentable square feet. The
buildings are located on an 8.4 acre site that provides parking for
366 cars.

10
<PAGE> 15

During 1994, at NorthCreek, the Partnership leased or renewed
54,461 square feet of space, which represents 63% of the total
property. During 1994, the Partnership successfully renegotiated
a lease with the assignee of the major tenant. This new tenant
renewed for a ten-year term on 23,995 square feet. In addition,
this tenant leased 6,688 square feet for a five-year term at
NorthCreek. Occupancy increased from 85% at December 31, 1993 to
97% at December 31, 1994. During the first quarter of 1995, one
tenant occupying 3,740 square feet vacated and the suite was leased
to a new tenant. Another tenant occupying 1,543 square feet
renewed its lease. During the second quarter of 1995, two tenants
occupying a total of 3,169 square feet renewed their leases, and
two tenants vacated a total of 3,464 square feet, resulting in an
occupancy level of 93% as of June 30, 1995.

The exteriors of the NorthCreek buildings are being painted in
1995 at an estimated cost of $40,000. No other capital
improvements unrelated to tenant leasing are anticipated.

The General Partners believe market conditions in suburban
Cincinnati have been improving over the past two years, and the
Kenwood suburb, where NorthCreek is located, has continued to
outperform the other suburban markets in the area. The larger
properties in Kenwood currently have few large blocks of space
available and the General Partners expect market conditions to
continue to tighten, which should favor landlords and owners of
properties in the future.

WARDS CORNER BUSINESS CENTER

Wards Corner is a two building office/warehouse/showroom
facility located off Interstate 275 at 420-422 Wards Corner Road in
Loveland, Ohio, a suburb of Cincinnati. Each of the two single-
story buildings contains 50,000 net rentable square feet. The
buildings are situated on a 7.5 acre site that provides parking for
278 cars.

Due to lease expirations during 1994, occupancy at Wards Corner
decreased from 82% at December 31, 1993 to 56% at June 30, 1995.
The Partnership is actively marketing this space, but has no
prospects for re-leasing this space at this time.

The anticipated capital expenditures at Wards Corner for 1995
and 1996 are demolition of vacant space for re-leasing at a cost of
$40,000 and replacement of a boiler for approximately $20,000. No
other capital improvements unrelated to tenant leasing are
anticipated.

Wards Corner continues to be a pioneer in the area. Further
development of the area is beginning, but it has been slow to non-
existent over the past five years. The General Partners anticipate
that this area should be on an upswing in the next five years, but
leasing will continue to be slow in 1995.

The General Partners believe each of the Acquisition Properties
is suitable for its present use as a commercial office building and
is currently adequately covered by insurance. None of the
Acquisition Properties is currently subject to any mortgage.

11
<PAGE> 16

CERTAIN LEASE, RENTAL AND FINANCIAL INFORMATION

<TABLE>
The following table sets forth certain lease and rental
information relating to the Acquisition Properties as of March 31,
1995 and December 31, 1994, 1993, 1992 and 1991:

<CAPTION>
AVERAGE
TOTAL ANNUALIZED
SQUARE ANNUALIZED EFFECTIVE PERCENT NUMBER OF
PROPERTY FEET BASE RENT BASE RENT<F1> LEASED TENANTS
-------- ------ ---------- ------------- ------- ---------

<S> <C> <C> <C> <C> <C>
Countryside
1995 91,000 $1,082,000 $14.14 83% 34
1994 91,000 1,083,000 14.34 83 36
1993 91,000 1,049,000 14.06 82 39
1992 91,000 1,027,000 12.97 87 43
1991 91,000 1,033,000 14.19 80 39

NorthCreek
1995 86,000 $1,190,000 $13.43 97% 34
1994 86,000 1,119,000 13.41 97 34
1993 86,000 984,000 13.51 87 33
1992 86,000 1,022,000 15.24 78 29
1991 86,000 1,068,000 14.19 91 39

Wards Corner
1995 100,000 $406,500 $7.61 56% 2
1994 100,000 505,000 9.02 56 2
1993 100,000 405,000 4.94 82 3
1992 100,000 792,000 8.70 91 2
1991 100,000 795,000 8.93 89 2

<FN>
----------------------
<F1> Represents 100% of Base Rent per rentable square foot. The Partnership currently owns 50% of
Countryside, 45% of NorthCreek and 45% of Wards Corner. Effective base rent includes all rent
concessions and similar rental inducements.
</TABLE>

<TABLE>
The following table contains information with respect to the
principal tenants of the Acquisition Properties as of March 31,
1995:

<CAPTION>
ANNUAL
PRINCIPAL TENANTS<F1>/ PERCENT LEASE LEASE RENEWAL
PROPERTY BUSINESS LEASED VALUE EXPIRATION TERMS
-------- ---------------------- ------- ----- ---------- -------
<S> <C> <C> <C> <C> <C>
Countryside None N/A N/A N/A N/A

NorthCreek Cincinnati Group Health 36% $367,596 12/31/03 None
Associates / Medical <F2> and 12/31/98

Wards Corner Baldwin Piano & Organ Co. / Retail 50% $362,499 12/31/96 1-5 yrs.

<FN>
------------------
<F1> Over 10% of leasable space.

<F2> This tenant has two leases. The first lease is a ten-year lease which comprises 28% of the property and expires
December 31, 2003. The second lease comprises 8% of the property and expires December 31, 1998.
</TABLE>

12
<PAGE> 17

<TABLE>
The following table sets forth the number of leases scheduled
to expire at each of the Acquisition Properties from 1995 through
2004 as well as the square footage, gross annual rentals and
percentage of total gross annual rental represented by such
expiring leases, based on lease information as of March 31, 1995:

<CAPTION>
YEAR ENDING DECEMBER 31,
1995<F1> 1996 1997 1998 1999 2000 2001 2002 2003 2004
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Countryside
No. of Leases
to Expire 13 10 8 2 1 - - - - -

Square Feet 22,946 31,177 12,626 7,063 2,495 - - - - -

Annual Rental $317,164 $442,282 $192,949 $ 86,269 $ 42,420 - - - - -

% of Gross Annual
Rental 29% 41% 18% 8% 4% - - - - -

NorthCreek
No. of Leases
to Expire 13 5 12 1 2 - - - 1 -

Square Feet 15,977 5,240 28,446 6,638 5,904 - - - 23,995 -

Annual Rental $248,156 $ 70,774 $408,414 $ 79,656 $ 79,650 - - - $207,340 -

% of Gross Annual
Rental 23% 6% 37% 7% 7% - - - 20% -

Wards Corner
No. of Leases
to Expire - 2 - - - - - - - -

Square Feet - 56,000 - - - - - - - -

Annual Rental - $406,500 - - - - - - - -

% of Gross Annual
Rental - 100% - - - - - - - -

<FN>
----------------------
<F1> Month-to-month tenants are included in 1995 expirations. As of March 31, 1995, there was one month-to-month tenant at
Countryside (representing approximately 1% of Gross Annual Rental), three at NorthCreek (representing approximately 4% of
Gross Annual Rental) and none at Wards Corner.
</TABLE>

<TABLE>
During 1994 and the three months ended March 31, 1995, the
Acquisition Properties generated cash flows (excluding any
Partnership expenses) as follows (rounded to the nearest thousand
dollars):

COUNTRYSIDE NORTHCREEK WARDS CORNER
----------------- -------------- -----------------
Three Months Year Ended Three Months Year Ended Three Months Year Ended
Ended 3/31/95 12/31/94 Ended 3/31/95 12/31/94 Ended 3/31/95 12/31/94
------------- ---------- ------------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net Operating
Cash Income<F1> $90,000 $202,000 $131,000 $430,000 $23,000 $155,000

Capital
Expenditures - 0 - (41,000) (5,000) - 0 - - 0 - - 0 -

Tenant
Alterations - 0 - (39,000) (4,000) (170,000) - 0 - - 0 -

Lease
Commissions - 0 - (3,000) - 0 - (17,000) - 0 - (4,000)
-------- -------- -------- ------- --------

Net Cash Flow $90,000 $119,000 $122,000 $243,000 $23,000 $251,000
======= ======== ======== ======== ======= ========

<FN>
---------------------
<F1> Net Operating Cash Income represents rental revenue less operating expenses less debt service. The Partnership
does not currently have any debt. Net Operating Cash Income (i) does not represent cash flow from operations
as defined by generally accepted accounting principles, (ii) is not necessarily indicative of cash available to
fund all cash flow needs and (iii) should not be considered as an alternative to Net Income for purposes
of evaluating the Partnership's operating performance.
</TABLE>

13
<PAGE> 18

CERTAIN TAX AND DEPRECIATION INFORMATION

Countryside, located in Palatine, Illinois, has a tax rate
of $10.08 per $100 of assessed value. The real estate taxes paid
in 1994 by the Partnership and SLIP totalled $434,841.16.
NorthCreek, located in Kenwood, Ohio, has a real estate tax rate
of $73.31 per $1,000 of assessed value. The Partnership and SLIP
paid $104,214.32 in real estate taxes with respect to NorthCreek
in 1994. Wards Corner, located in Loveland, Ohio, has a tax rate
of $55.68 per $1,000 of assessed value. The real estate taxes
paid in 1994 by the Partnership and SLIP were $109,870.46.
Management does not believe that any currently planned capital
improvements will materially affect the assessed value of, and
therefore real estate taxes payable with respect to, any of the
Acquisition Properties.

The following table summarizes the Partnership's method for
calculating tax depreciation with respect to its current
ownership interests in the Acquisition Properties as of December
31, 1994, as well as the net federal tax basis of the
Partnership's 100% ownership interest in the Acquisition
Properties following the Transaction:

COUNTRYSIDE NORTHCREEK WARDS CORNER
------------- ------------ --------------
<S> <C> <C> <C>
Initial costs:
Land $ 623,919 $ 338,850 $ 199,361
Building <F1> 3,929,574 4,053,513 2,715,848
Cost capitalized subsequent to
acquisition:
Building and fixtures <F2> 907,764 597,748 32,493
---------- ---------- ----------
Total costs:
Land 623,919 338,850 199,361
Building and fixtures 4,837,338 4,651,261 2,748,341
Accumulated tax depreciation (1,826,856) (1,856,371) (1,164,382)
---------- ---------- ----------
Net federal tax basis in the
Partnership's current ownership
interest in the Acquisition
Properties <F3> 3,634,401 3,133,740 1,783,320
========== ========== ==========

Net federal tax basis in the
Acquisition Interests:

Land 732,500 990,000 263,500
Building <F4> 517,500 2,970,000 1,716,500
---------- ---------- ----------
1,250,000 3,960,000 1,980,000
---------- ---------- ----------
Net federal tax basis in the
Acquisition Properties following
the Transaction 4,884,401 7,093,740 3,763,320
========== ========== ==========
<FN>
-------------------
<F1> Depreciated over a period of 19 years under the
Accelerated Cost Recovery System ("ACRS").
<F2> Depreciated over a period of 19 years under ACRS, 31
1/2 years under the Modified ACRS ("MACRS") or 39 years
under MACRS.
<F3> The net federal tax basis is not adjusted for any
write-downs to reflect the appraised values of the
Partnership's current ownership interest in the
Acquisition Properties.
<F4> Depreciated over a period of 39 years under MACRS.
</TABLE>

See "Combined Historical Summaries of Revenues and Certain
Expenses of the Acquisition Properties" below for more
information with respect to the Acquisition Properties.

14
<PAGE> 19

TERMS OF THE TRANSACTION

SUMMARY OF THE TERMS OF THE ACQUISITION

The following is a summary of certain terms of the Purchase
and Sale Agreement dated October 18, 1994 (as amended by letter
agreement dated March 21, 1995) between the Partnership and SLIP
(the "Purchase Agreement") and does not purport to be a complete
description.

The Purchase Agreement provides that the Partnership will
purchase the Acquisition Interests (which represent the undivided
interests in the real properties, the buildings, improvements and
personal property located on the properties and the leases and
other agreements affecting the properties) from SLIP for a cash
purchase price of $7,190,000. The December 1993 Appraisals of
the Acquisition Properties served as the basis for determining
the purchase price of the Acquisition Interests. The aggregate
purchase price of $7,190,000 represents 50% of the appraised
value of Countryside, 55% of the appraised value of NorthCreek
and 55% of the appraised value of Wards Corner. See "Appraisals
of the Acquisition Properties" below. SLIP stated that it would
not accept less than the appraised values for the sale prices of
the Acquisition Interests. Therefore, the Partnership and SLIP
agreed prior to receipt of the appraisals to base the purchase
price on the values of the properties as determined by
independent appraisals mutually acceptable to both parties. The
purchase price will be increased as of the closing date by the
amount of SLIP's pro rata share of the rents accrued but not
collected during the month in which the closing occurs.

Based on the Partnership's familiarity with the Acquisition
Properties, the Acquisition Interests are being sold "as is" and
without any representations or warranties on the part of SLIP.

Closing of the purchase transaction is subject to customary
conditions, including but not limited to: (i) the closing of the
Partnership's loan from Boatmen's; (ii) the Partnership obtaining
a satisfactory title commitment by September 15, 1995; and (iii)
the receipt of the required consent of the Limited Partners. The
Partnership has deposited $10,000 with SLIP as an earnest money
deposit, which amount will be refunded to the Partnership only if
one of the conditions described in clauses (i), (ii) or (iii)
above is not satisfied or waived or if the Partnership elects to
cancel the Purchase Agreement in the event the Acquisition
Properties are damaged or destroyed.

The Partnership has agreed to pay all costs and expenses
incurred in connection with the purchase and sale of the
Acquisition Interests, including SLIP's costs and expenses. The
Partnership has also agreed to indemnify SLIP and its directors,
officers, employees, agents and representatives for claims,
damages, liabilities, losses, costs and expenses incurred in
connection with actions, suits, investigations and proceedings
relating to the Purchase Agreement or the Acquisition Properties
and environmental matters.

The purchase is expected to close on or before September 29,
1995, unless extended by SLIP.

SUMMARY OF THE TERMS OF THE FINANCING

The following is a summary of certain terms of the financing
of the purchase of the Acquisition Interests and does not purport
to be a complete description.

The Partnership has received a written commitment from
Boatmen's, pursuant to which Boatmen's has agreed to loan the
Partnership $7,190,000 to finance the purchase of the Acquisition
Interests. The Partnership does not anticipate that definitive
loan documents will be executed prior to

15
<PAGE> 20

September 21, 1995. The commitment provides that the loan will bear interest
at a floating rate per annum equal to Boatmen's corporate base rate
(9.0% per annum as of May 17, 1995) plus 3/4% and will change
simultaneously with any change in such corporate base rate;
provided, however, that the interest rate will be reduced to
3.25% per annum with respect to an amount of the loan equal to
the amount of any non-interest bearing, net investable funds (as
defined in the commitment) that the Partnership maintains with
Boatmen's. After maturity and following a default under the loan
agreement, interest will accrue at 3% in excess of the otherwise
applicable rate.

The Partnership will not be required to make any principal
payments during the first year of the loan. During such period,
interest will be payable monthly. After the first year,
principal and interest will be payable monthly as follows: (i)
equal principal installments of $7,789, plus interest, during the
second year; (ii) equal principal installments of $8,388, plus
interest, during the third year; and (iii) equal principal
installments of $9,587, plus interest, during the fourth and
fifth years. Any remaining principal will be payable on the
maturity date (the fifth anniversary of the closing date of the
loan). If all scheduled installment payments are made and the
Partnership does not prepay any amount of the loan, the remaining
principal amount at final maturity will be $6,765,788. To make
the final payment, the Partnership will either refinance the loan
or sell some or all of its properties. The Partnership may
prepay the loan at any time without penalty in multiples of
$100,000. Partial prepayments will be applied to the remaining
principal installments in inverse order of maturity.

The loan will be secured by (i) a first mortgage and lien on
the Acquisition Properties and improvements, subject to certain
permitted encumbrances, and (ii) a first priority security
interest in all accounts, inventory, contract rights, general
intangibles and other personal property and equipment pertaining
to or located on the Acquisition Properties and all rents,
profits, insurance and other proceeds and income from the
Acquisition Properties.

The definitive loan agreement will contain customary
representations, warranties and covenants of the Partnership,
including but not limited to the following negative covenants:
(i) the Partnership shall not incur additional indebtedness
without Boatmen's consent, other than in the ordinary course of
business; (ii) the Partnership shall not make any advances, loans
or investments without Boatmen's approval; (iii) the Partnership
shall not enter into any merger or consolidation, liquidate,
wind-up or dissolve or sell, lease or dispose of or place liens
on its assets, except for sales of obsolete equipment in the
ordinary course of business to non-affiliates and except for
dispositions of assets that are not part of the collateral in the
ordinary course of business in an arm's-length transaction with a
non-affiliate; (iv) the Partnership shall not pay property
management fees in excess of 6% of gross income to any
affiliates, and may be prohibited from paying any such management
fees in the event of a default. The Partnership has also agreed
to indemnify Boatmen's for damages, costs and expenses that
Boatmen's may incur in connection with the loan or the
collateral, including environmental matters. Closing of the loan
transaction is subject to customary conditions, including but not
limited to: (i) closing of the purchase of the Acquisition
Interests; (ii) receipt of the required consent of the Limited
Partners; and (iii) no material adverse effect having occurred
with respect to the business, financial condition or prospects of
Partnership, the value of the Acquisition Properties or the
Partnership's ability to perform its obligations under the loan.

The Partnership has agreed to pay Boatmen's a $60,000
nonrefundable loan origination fee on the closing date of the
loan and has agreed to pay all other costs and expenses incurred
by Boatmen's in connection with the loan.

16
<PAGE> 21
Boatmen's is also a lender to Gregory J. Nooney, Jr. (a
General Partner of the Partnership) and to Nooney Company (of
which Gregory J. Nooney, Jr. is a shareholder) and its
subsidiaries and affiliated companies and partnerships.

See "-Risks Associated with the Transaction-Leverage" above
for a discussion of certain risks related to the Partnership
incurring indebtedness to purchase the Acquisition Interests.

INTERESTS OF CERTAIN PERSONS IN THE TRANSACTION

Property management services for the Partnership's
investment properties are provided by Nooney Krombach Company, a
wholly-owned subsidiary of Nooney Company and an affiliate of the
General Partners. As provided in the Partnership Agreement,
Nooney Krombach receives a management fee from the Partnership
equal to 6% of the gross revenues from all of the Partnership's
investment properties. Such management fees with respect to the
Acquisition Properties were $168,326 in 1994. Currently, the
Partnership and SLIP each pays its pro rata share of the
management fees allocable to the Acquisition Properties. The
total management fee received by Nooney Krombach will not
increase as a result of the Transaction. However, because the
Partnership will receive 100% of the gross revenues from the
Acquisition Properties following the Transaction, the Partnership
will be responsible for 100% of the management fee with respect
to such properties following the Transaction.

The Partnership Agreement provides that the Partnership
shall distribute 90% of its Net Operating Cash Income to the
Limited Partners and 10% of Net Operating Cash Income to the
General Partners. Pursuant to this provision, the Partnership
pays approximately 2.8% and 3.3% of its Net Operating Cash Income
to Gregory J. Nooney, Jr. and Nooney Company (as assignee of two
individual General Partners), respectively, and pays 3.9% of Net
Operating Cash Income to inactive General Partners or their
assignees. Gregory J. Nooney, Jr. is a General Partner of the
Partnership and controls all the voting stock of Nooney Company.
In the event the Partnership's Net Operating Cash Income
increases as a result of the Transaction, the amounts payable to
Gregory J. Nooney, Jr. and Nooney Company will increase
proportionately (as also will the amounts payable to the Limited
Partners). Under the terms of the Partnership Agreement, the
payment of a portion of such amounts to the General Partners is
subordinated to certain payments to the Limited Partners.

Nooney Krombach will receive a fee of $75,000 from the
Partnership for its services in connection with arranging the
purchase and the financing of the purchase of the Acquisition
Interests.

RECOMMENDATIONS OF THE GENERAL PARTNERS

The managing General Partners believe that the purchase of
the Acquisition Interests is fair and reasonable to the
Partnership and the Limited Partners and recommend that the
Limited Partners approve the Proposal to amend the Partnership
Agreement to permit the financing and the purchase. The managing
General Partners - Gregory J. Nooney, Jr. and Nooney Income
Investments Two, Inc. - have unanimously approved the Transaction
and the amendment to the Partnership Agreement.

The General Partners believe the consideration to be paid by
the Partnership for the Acquisition Interests is fair. The
Partnership received from an independent real estate appraising
and consulting firm an appraisal of each of the Acquisition
Properties, which served as the basis for determining the
purchase price of the Acquisition Interests. See "-Terms of the
Transaction-Summary of the Terms of the Acquisition" above.
Thus, the aggregate purchase price of $7,190,000 for the
Acquisition Interests represents 50% of the December 1993
Appraisal of Countryside, 55% of the December 1993 Appraisal of
NorthCreek and 55% of the December 1993 Appraisal of Wards
Corner. See "-Appraisals of the

17
<PAGE> 22

Acquisition Properties" below. The General Partners are not aware of any
change in circumstances or in the assumptions upon which the appraisals were
based that would result in a material change in the appraised values of the
Acquisition Properties.

The General Partners also believe the purchase of the
Acquisition Interests (and hence the amendment to the Partnership
Agreement) is in the best interests of the Partnership, primarily
because it will allow the Partnership to attempt to enhance the
value of NorthCreek and Wards Corner and sell them when the
General Partners believe market conditions have improved, which
is expected to result in more cash available for the partners
when the Partnership is dissolved. See "-Reasons for the
Transaction" above.

APPRAISALS OF THE ACQUISITION PROPERTIES

GENERAL

The Partnership has historically obtained annual appraisals
of each of its investment properties. Paul R. Abrams & Co.
("Abrams"), an independent real estate appraising and consulting
firm based in St. Louis, Missouri, provided the Partnership with
the December 1993 Appraisals of each of Countryside, NorthCreek
and Wards Corner. Abrams was selected to prepare appraisals of
the properties by the Partnership and SLIP based on Abrams'
experience and expertise in evaluating commercial real estate.
Each of the individual appraisers who appraised the properties on
behalf of Abrams has been involved in the real estate
development, management and/or appraisal business for over 25
years.

The December 1993 Appraisals were used as the basis for
determining the purchase price of the Acquisition Interests. See
"-Terms of the TransactionSummary of the Terms of the
Acquisition" above.

VALUATION ANALYSIS

The December 1993 Appraisals were based on, among other
things, an analysis of land-use regulations, economic conditions,
physical adaptability of the Acquisition Properties, regional and
neighborhood trends, inspection of the Acquisition Properties and
the surrounding neighborhoods, market data, land sales, cost of
construction data, rental and operational data and improved
sales. The market value of the Acquisition Properties was
determined using the traditional real estate valuation
assessments of cost, sales comparisons, income capitalization and
discounted cash flow.

Based on the foregoing analyses, Abrams determined the
market value of the entire fee simple interest, subject to
leases, in Countryside, NorthCreek and Wards Corner as
$2,500,000, $7,200,000 and $3,600,000, respectively, as of the
respective dates of the December 1993 Appraisals. (The January
1995 Appraisals determined the market value of Countryside,
NorthCreek and Ward's Corner to be $2,800,000, $7,500,000 and
$3,500,000, respectively.) "Market value" is defined in the
appraisals as the most probable price, as of a specified date, in
cash, or in terms equivalent to cash, or in other precisely
revealed terms, for which the specified property rights should
sell after reasonable exposure in a competitive market under all
conditions requisite to a fair sale, with the buyer and seller
each acting prudently, knowledgeably, and for self-interest, and
assuming that neither is under undue duress. Market value
assumes a sale between a motivated and well-informed or well-
advised buyer and seller, that a reasonable time is allowed for
exposure in the open market, a cash purchase or a purchase on
comparable financial arrangements, and that the purchase price is
not affected by special or creative financing or sales
concessions.

18
<PAGE> 23

The Partnership did not impose any limitations on the scope
of the December 1993 Appraisals or the January 1995 Appraisals.
All such appraisals are available for inspection and copying at
the Partnership's principal executive offices during regular
business hours by any interested Limited Partner or his
representative designated in writing.

POSSIBLE DECLINE IN THE MARKET VALUE OF THE ACQUISITION
PROPERTIES

The appraisals represent only estimates of the market value
of the Acquisition Properties as of the respective dates of the
appraisals and do not necessarily reflect the actual price a
buyer would be willing to pay for the properties. In addition,
the appraisals determine the value of the properties at a
specific date. Thus, there is no assurance that the value of any
property will not decrease after such date. For example, at the
end of fiscal years 1993, 1992 and 1991, respectively, based on
appraisals received near the end of such years, the Partnership
determined that the fair market value of certain properties
decreased to amounts less than their respective book values. As
a result, the Partnership recorded aggregate writedowns of
$1,506,000, $366,000 and $3,383,000, respectively, for book
purposes only. Specifically, in 1993, the General Partners
reduced the carrying value of Countryside Executive Center by
$1,206,000, NorthCreek Office Park by $97,000 and Wards Corner
Business Center by $203,000. In 1992, the General Partners
reduced the carrying value of Wards Corner by $366,000. The
General Partners reduced the carrying value of Countryside by
$2,050,000, NorthCreek by $387,000 and Wards Corner by $192,000
in 1991. While the appraised value of Wards Corner decreased by
$100,000 in the January 1995 Appraisal, there were no write-downs
based on the January 1995 Appraisals. In addition to the
nationally depressed real estate market and the effects of The
Tax Reform Act of 1986 on investment real estate generally, the
General Partners believe the previous reductions in the appraised
values of the Acquisition Properties were due to local real
estate market conditions and occupancy circumstances as well as,
with respect to Countryside, real estate taxes and required
capital improvements.

The General Partners are not aware of any material adverse
developments with respect to any of the Acquisition Properties
since the respective dates of the appraisals that would result in
a material change in the appraised values of such properties.

COMPENSATION; OTHER RELATIONSHIPS

The Partnership and SLIP paid Abrams an aggregate fee of
$13,900 for preparing the December 1993 Appraisals of the
Acquisition Properties. Abrams was also reimbursed for its
reasonable out-of-pocket expenses. The fee was negotiated by
Gregory J. Nooney, Jr., General Partner, on behalf of the
Partnership, and SLIP. Abrams has not had any material
relationship with the Partnership or any of its affiliates,
except that Abrams has been retained from time to time to prepare
appraisals of the Partnership's and certain of its affiliates'
properties. Since January 1, 1992, the aggregate compensation
received by Abrams from the Partnership and its affiliates is
$68,190. One of the individuals who assisted in the preparation
of the December 1993 Appraisals subsequently became an employee
of Nooney Krombach Company.

LACK OF APPRAISAL RIGHTS

Limited Partners who dissent from the vote of Limited
Partners whose combined Capital Contributions represent at least
a majority of the total Capital Contributions of the Limited
Partners do not have any appraisal rights under Missouri law or
under the terms of the Partnership Agreement.

19
<PAGE> 24
NOONEY INCOME FUND LTD. II, L.P.

PRO FORMA FINANCIAL INFORMATION
(Unaudited)

The information in the pro forma consolidated balance sheet and
statement of operations include capitalized terms which are
defined elsewhere within this consent statement.

This unaudited pro forma consolidated balance sheet as of March
31, 1995 and unaudited pro forma consolidated statements of
operations for the three months ended March 31, 1995 and the year
ended December 31, 1994 assume completion of the following
transactions: (i) the purchase of the Acquisition Interests and
related financing contemplated within this consent statement and
assumption of operations at that time and (ii) approval by
limited partners of amendments to the partnership documents
required in connection with the purchase and related financing.
The pro forma consolidated balance sheet was prepared as if the
transactions occurred March 31, 1995. The pro forma consolidated
statement of operations were prepared as if the transactions
occurred at the beginning of the period presented.

The pro forma financial results are not necessarily indicative of
what the actual financial position of Nooney Income Fund Ltd. II,
L.P. (the "Partnership") would have been as of the dates
indicated, nor does it purport to present the Partnership's
future financial position. In management's opinion, all
adjustments necessary to reflect effects of the purchase and
related financing have been made.

20
<PAGE> 25
NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)

<TABLE>
PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 1995 (UNAUDITED)
----------------------------------------------------------------------------------------------------------------------------

<CAPTION>
PRO FORMA ADJUSTMENTS
-------------------------------------
NIF II ACQUISITION NIF II
HISTORICAL INTERESTS OTHER PRO FORMA

ASSETS <FA>

<S> <C> <C> <C> <C>
Cash and cash equivalents $ 1,142,753 $ 220,199 <FD> $ - $ 1,362,952
Accounts receivable 174,325 84,995 <FD> 259,320

Investment property:
Land and improvements 1,674,836 1,971,404 <FB> 55,686 <FE> 3,701,926
Buildings 10,261,598 5,160,851 <FB> 167,059 <FE> 15,589,508
----------- ---------- ---------- -----------
11,936,434 7,132,255 222,745 19,291,434

Less-accumulated depreciation 4,232,123 4,232,123
----------- ---------- ---------- -----------
7,704,311 7,132,255 222,745 15,059,311

Deferred expenses:
Lease commissions 85,223 44,280 <FD> - 129,503
Deferred debt issuance 60,000 <FC> 60,000
----------- ---------- ---------- -----------
TOTAL $ 9,106,612 $7,541,729 $ 222,745 $16,871,086
=========== ========== ========== ===========

LIABILITIES AND
PARTNERS' EQUITY

Mortgage note payable $ - $7,190,000 <FB> $ - $ 7,190,000
Accounts payable and
accrued expenses 48,664 35,820 <FD> 233,000 <FE> 317,484
Accrued real estate taxes 238,205 221,523 <FD> 459,728
Accrued sewer expenses 22,500 39,600 <FD> 62,100
Refundable tenant deposits 63,325 54,786 <FD> 118,111
----------- ---------- ---------- -----------

Total liabilities 372,694 7,541,729 233,000 8,147,423
----------- ---------- ---------- -----------

PARTNERS' EQUITY 8,733,918 - (10,255) <FE> 8,723,663
----------- ---------- ---------- -----------

TOTAL $ 9,106,612 $7,541,729 $ 222,745 $16,871,086
=========== ========== ========== ===========

See notes to pro forma consolidated balance sheet.

21
<PAGE> 26
NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)

<FN>
NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 1995 (UNAUDITED)
-------------------------------------------------------------------------------
<FA> Reflects the historical financial position of Nooney Income
Fund Ltd. II, L.P. as of March 31, 1995.

<FB> Reflects the purchase of 50% interest in Countryside
Executive Center, 55% interest in NorthCreek Office Park,
and 55% interest in Wards Corner Business Center for a
combined price of $7,190,000 using proceeds from the
mortgage loan provided by an affiliate of the seller. It is
anticipated that the Partnership will assume operations from
the date of purchase. Accordingly, in allocating the
purchase price, the excess of assets over liabilities were
allocated to the investment property.

<FC> Reflects payment of $60,000 of deferred financing costs to
the mortgage lender in connection with the new mortgage
debt. Deferred financing costs are payable on the closing
date of the loan and will be amortized over five years for
financial reporting purposes.

<FD> Reflects the transfer of assets and liabilities from the
seller.

<FE> Estimated costs and expenses incurred in connection with the
purchase of the Acquisition Interests consist of
professional fees of $135,000, printing and mailing costs of
$3,000, an acquisition/financing fee of $75,000 to Nooney
Krombach Company, an affiliate of the general partners of
Nooney Income Fund Ltd. II, L.P., and $20,000 of seller and
lender expenses as provided in the loan commitment and the
sale and purchase agreement. To the extent possible, based
upon estimated net realizable values, the expenses were
allocated to the investment property as indicated. The
remainder was expensed as the investment property had been
written up to its realizable value.
</TABLE>

22
<PAGE> 27

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

<TABLE>
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 (UNAUDITED)
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
THREE MONTHS ENDED MARCH 31, 1995
---------------------------------------------------------------------
PRO FORMA ADJUSTMENTS
--------------------------- NIF II
NIF II ACQUISITION CONSOLIDATED
HISTORICAL INTERESTS OTHER PRO FORMA
<FA> <FB>
<S> <C> <C> <C> <C>
REVENUES:
Rental and other income $ 450,131 $ 385,847 $ - $835,978
Interest 9,498 9,498
---------- ---------- ---------- --------

Total revenues 459,629 385,847 - 845,476

EXPENSES:
Interest - - 178,256 <FC> 178,256
Depreciation and amortization 112,788 65,715 <FD> 178,503
Real estate taxes 89,248 74,249 163,497
Property management fees 27,589 23,610 51,199
Repairs and maintenance 23,727 23,173 46,900
Partnership management services 6,250 6,250
Other operating expenses 155,195 82,710 3,750 <FE> 241,655
---------- ---------- ---------- --------

Total expenses 414,797 203,742 247,721 866,260
---------- ---------- ---------- --------

NET INCOME (LOSS) $ 44,832 $ 182,105 $ (247,721) $(20,784)
========== ========== ========== ========

NET INCOME ALLOCATION: <FF>
General partners $ 448 $ (208)
Limited partners $ 44,384 $(20,576)

LIMITED PARTNERS DATA: <FF>
Net income per unit $ 2.31 $ (1.07)
========== =========
Weighted average limited partnership
units outstanding 19,221 19,221
========== =========

See notes to pro forma consolidated statement of operations.

23
<PAGE> 28

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

<FN>
NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 (UNAUDITED)
-------------------------------------------------------------------------------

<FA> Reflects the historical results of operations of Nooney
Income Fund Ltd. II, L.P. as of March 31, 1995.

<FB> Reflects operations assuming the purchase of 50% of
Countryside Executive Center, 55% of NorthCreek Office Park,
and 55% of Wards Corner Business Center.

<FC> Reflects interest on the new mortgage debt of $7,190,000
plus amortization ($3,000) of the new mortgage debt deferred
financing costs. The mortgage note interest rate is equal
to the Lender's corporate base rate (CBR) plus 3/4%. Such
rate will change simultaneously with any change in the CBR.
A CBR of 9% as of May 17, 1995 was used in this calculation.
A 1/8% change in the rate would change this amount by
$2,247.

<FD> Reflects additional depreciation ($60,545) attributable to
the Acquisition Interests and amortization ($5,170) of lease
commissions.

<FE> Represents additional professional expenses attributable to
the cost of owning the Acquisition Interests.

<FF> Under the terms of the Partnership Agreement, Net Operating
Cash Income (as defined) is to be distributed quarterly as
follows: (i) 90% to the limited partners, (ii) 9% to the
individual general partners as their annual Partnership
Management Fee and (iii) 1% to the individual general
partners.

In the event it is determined after the close of a fiscal
year that the limited partners have not received their 7-
1/2% non-cumulative preference as defined in the Partnership
Agreement, then the individual general partners return to
the partnership (for payment to the limited partners) a
portion of their distributions received as their 9% annual
Partnership Management Fee until the limited partners have
received their 7-1/2% non-cumulative preference. The
individual general partners are not required to return any
amount in excess of 1/2 of the 9% Partnership Management Fee
received. If Net Operating Cash Income for any fiscal year
is not sufficient to pay the limited partners any portion of
their 7-1/2% non-cumulative preference, the unpaid amount
does not accrue to future fiscal years. The annual
Partnership Management Fee is a cumulative preference. The
preferential return can be distributed only through cash
distributed as a result of a Major Capital Event (as
defined) or cash distributed upon dissolution of the
partnership. Such preferred distribution is only allowed
after the general and limited partners receive amounts equal
to their adjusted capital accounts and the limited partners
receive an 11% cumulative return. Through March 31, 1995,
Partnership Management Fees totaling $225,415 have not been
paid under the limitations stated above. Based upon the
priorities of cash to be distributed, management believes
that the likelihood of payment of the $225,415 is remote and
therefore was not accrued on the balance sheet.
</TABLE>

24
<PAGE> 29
<TABLE>
The calculation of partnership management fees for the
period January 1, 1994 - March 31, 1995 is as follows:

<S> <C> <C>
Unaccrued, unpaid partnership management fee as of
December 31, 1993 $207,395
Additional partnership management fees (1/1/94-3/31/95):
NOC I distributed $400,437
9% x 50% 4.5 % 18,020
-------- --------

Unaccrued, unpaid partnership management fee as of
March 31, 1995 $225,415
========
</TABLE>

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

25
<PAGE> 30
NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)

<TABLE>
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1994 (UNAUDITED)
----------------------------------------------------------------------------------------------------------------------------

<CAPTION>
YEAR ENDED DECEMBER 31, 1994
---------------------------------------------------------------------------------
PRO FORMA ADJUSTMENTS
-------------------------------------
NIF II
NIF II ACQUISITION CONSOLIDATED
HISTORICAL INTERESTS OTHER PRO FORMA

<S> <C> <C> <C> <C>
REVENUES:
Rental and other income $1,729,872 $1,456,795 $ - $3,186,667
Interest 23,494 23,494
---------- ---------- --------- ----------
Total revenues 1,753,366 1,456,795 - 3,210,161

EXPENSES:
Interest - - 713,025 <FC> 713,025
Depreciation and amortization 459,247 265,229 <FD> 724,476
Real estate taxes 331,245 287,106 618,351
Property management fees 105,854 88,847 194,701
Repairs and maintenance 118,850 110,053 228,903
Partnership management services 25,000 25,000
Other operating expenses 459,124 283,175 15,000 <FE> 757,299
---------- ---------- --------- ----------
Total expenses 1,499,320 769,181 993,254 3,261,755
---------- ---------- --------- ----------
NET INCOME (LOSS) $ 254,046 $ 687,614 $(993,254) $ (51,594)
========== ========== ========= ==========
NET INCOME (LOSS)
ALLOCATION: <FF>
General partners $ 20,380 $ 17,324
Limited partners $ 233,666 $ (68,918)

LIMITED PARTNERS DATA: <FF>
Net income (loss) per unit $ 12.16 $ (3.59)
========== ==========
Weighted average limited partnership
units outstanding 19,221 19,221
========== ==========

See notes to pro forma consolidated statement of operations.

26
<PAGE> 31

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

<FN>
NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1994 (UNAUDITED)
-------------------------------------------------------------------------------

<FA> Reflects the historical results of operations of Nooney
Income Fund Ltd. II, L.P. as of December 31, 1994.

<FB> Reflects operations assuming the purchase of 50% of
Countryside Executive Center, 55% of NorthCreek Office Park,
and 55% of Wards Corner Business Center.

<FC> Reflects interest on the new mortgage debt of $7,190,000
plus amortization ($12,000) of the new mortgage debt
deferred financing costs. The mortgage note interest rate
is equal to the Lender's corporate base rate (CBR) plus
3/4%. Such rate will change simultaneously with any change
in the CBR. A CBR of 9% as of May 17, 1995 was used in this
calculation. A 1/8% change in the rate would change this
amount by $8,988.

<FD> Reflects additional depreciation ($238,108) attributable to
the Acquisition Interests and amortization ($27,121) of
lease commissions.

<FE> Represents additional professional expenses attributable to
the cost of owning the Acquisition Interests.

In the event it is determined after the close of a fiscal
year that the limited partners have not received their 7-
1/2% non-cumulative preference as defined in the Partnership
Agreement, then the individual general partners return to
the partnership (for payment to the limited partners) a
portion of their distributions received as their 9% annual
Partnership Management Fee until the limited partners have
received their 7-1/2% non-cumulative preference. The
individual general partners are not required to return any
amount in excess of 1/2 of the 9% Partnership Management Fee
received. If Net Operating Cash Income for any fiscal year
is not sufficient to pay the limited partners any portion of
their 7-1/2% non-cumulative preference, the unpaid amount
does not accrue to future fiscal years. The annual
Partnership Management Fee is a cumulative preference. The
preferential return can be distributed only through cash
distributed as a result of a Major Capital Event (as
defined) or cash distributed upon dissolution of the
partnership. Such preferred distribution is only allowed
after the general and limited partners receive amounts equal
to their adjusted capital accounts and the limited partners
receive an 11% cumulative return. Through December 31,
1994, Partnership Management Fees totaling $225,415 have not
been paid under the limitations stated above. Based upon
the priorities of cash to be distributed, management
believes that the likelihood of payment of the $225,415 is
remote and therefore was not accrued on the balance sheet.
</TABLE>

27
<PAGE> 32
<TABLE>
The calculation of partnership management fees for the year
ended December 31, 1994 is as follows:

<S> <C> <C>
Unaccrued, unpaid partnership management fee as of
December 31, 1993 $207,395
Additional partnership management fees (1/1/94-12/31/94):
NOC I distributed $400,437
9% x 50% 4.5 % 18,020
-------- --------

Unaccrued, unpaid partnership management fee as of
December 31, 1994 $225,415
========
</TABLE>

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

28
<PAGE> 33

INDEPENDENT AUDITORS' REPORT
To the Partners of
Nooney Income Fund Ltd. II, L.P.:

We have audited the accompanying combined Historical Summaries of
Revenues and Certain Expenses (the Historical Summaries) of the
Acquisition Properties as described in Note 1, for the year ended
December 31, 1994. The Historical Summaries are the
responsibility of the Nooney Income Fund Ltd. II, L.P.'s general
partners. Our responsibility is to express an opinion on the
Historical Summaries based on our audit.

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

The accompanying Historical Summaries were prepared for the
purpose of complying with the rules and regulations of the
Securities and Exchange Commission for inclusion in the consent
statement of Nooney Income Fund Ltd. II, L.P. on Schedule 14A as
described in Note 1 and is not intended to be a complete
presentation of the Acquisition Properties' revenues and expenses.

In our opinion, the Historical Summaries referred to above present
fairly, in all material respects, the combined revenue and certain
expenses described in Note 1 of the Acquisition Properties for the
year ended December 31, 1994, in conformity with generally
accepted accounting principles.

May 1, 1995

29
<PAGE> 34

ACQUISITION PROPERTIES

<TABLE>
COMBINED HISTORICAL SUMMARIES OF REVENUES AND CERTAIN EXPENSES
FOR THREE MONTHS ENDED MARCH 31, 1995 (UNAUDITED)
----------------------------------------------------------------------------------------------------------------------------

<CAPTION>
THREE MONTHS ENDED
MARCH 31, 1995
------------------------------------------------
NOONEY INCOME
FUND LTD. II,
ACQUISITION L.P.
INTERESTS INTERESTS TOTAL

<S> <C> <C> <C>
REVENUES-Rental and other income $385,847 $342,053 $727,900

CERTAIN EXPENSES:
Real estate taxes 74,249 68,841 143,090
Property management fees 23,610 20,923 44,533
Repairs and maintenance 23,173 21,296 44,469
Other operating expenses 82,710 74,531 157,241
-------- -------- --------

Total certain expenses 203,742 185,591 389,333
-------- -------- --------

REVENUES IN EXCESS OF CERTAIN
EXPENSES $182,105 $156,462 $338,567
======== ======== ========

See notes to historical summaries of revenues and certain expenses.
</TABLE>

30
<PAGE> 35

ACQUISITION PROPERTIES

<TABLE>
COMBINED HISTORICAL SUMMARIES OF REVENUES AND CERTAIN EXPENSES
YEAR ENDED DECEMBER 31, 1994
----------------------------------------------------------------------------------------------------------------------------

<CAPTION>
YEAR ENDED
DECEMBER 31, 1994
------------------------------------------------
NOONEY INCOME
FUND LTD. II, TOTAL
ACQUISITION L.P. ACQUISITION
INTERESTS INTERESTS PROPERTIES

<S> <C> <C> <C>
REVENUES-Rental and other income $1,456,795 $1,291,638 $2,748,433

CERTAIN EXPENSES:
Real estate taxes 287,106 264,787 551,893
Property management fees 88,847 79,479 168,326
Repairs and maintenance 110,053 98,793 208,846
Other operating expenses 283,175 254,918 538,093
---------- ---------- ----------

Total certain expenses 769,181 697,977 1,467,158
---------- ---------- ----------

REVENUES IN EXCESS OF CERTAIN
EXPENSES $ 687,614 $ 593,661 $1,281,275
========== ========== ==========

See notes to historical summaries of revenues and certain expenses.
</TABLE>

31
<PAGE> 36

ACQUISITION PROPERTIES

NOTES TO COMBINED HISTORICAL SUMMARIES OF REVENUES AND CERTAIN EXPENSES
FOR THE THREE MONTHS ENDED MARCH 31, 1995 (UNAUDITED) AND THE
YEAR ENDED DECEMBER 31, 1994

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

1. BASIS OF PRESENTATION

Nooney Income Fund Ltd. II, L.P. (a limited partnership)
currently owns a 50% interest in Countryside Executive Center, a
45% interest in NorthCreek Office Park, and a 45% interest in
Wards Corner Business Center. Nooney Income Fund Ltd. II, L.P.
has entered into an agreement with a subsidiary of a bank to
purchase the remaining interests in these properties subject to
approval of the limited partners. The Acquisition Properties
are comprised of Countryside Executive Center located in
Palatine, Illinois, which was constructed in 1975, NorthCreek
Office Park located in Cincinnati, Ohio, which was constructed
from 1984 to 1986 and Wards Corner Business Center located in
Cincinnati, Ohio, which was constructed in 1985. Accordingly,
the combined historical summaries of revenues and certain
expenses reflects both the proportional share of the Acquisition
Properties currently owned by Nooney Income Fund Ltd. II, L.P.
and the remaining percentage interest to be acquired
(Acquisition Interests). The combined historical summaries of
revenues and certain expenses were prepared for the purpose of
complying with the rules and regulations of the Securities and
Exchange Commission for inclusion in the consent statement of
Nooney Income Fund Ltd. II, L.P. on Schedule 14A.

The accompanying combined historical summaries of revenues and
certain expenses are not representative of the actual operations
for the periods presented, as certain revenues and expenses, the
amounts of which would not be comparable to those resulting from
the proposed future operations of the Acquisition Properties,
have been excluded. The expenses excluded consist of interest,
depreciation, amortization and fees for administrative and
auditing and legal services. The combined historical summaries
of revenues and certain expenses does incorporate rental
revenues including that attributable to expense reimbursements
and other income reduced by certain expenses defined to include
real estate taxes, repairs and maintenance, professional
services, property management fees and other operating expenses.
The combined historical summaries of revenues and certain
expenses are prepared on the accrual basis.

The interim combined historical summary of revenues and certain
expenses for the three months ended March 31, 1995 is unaudited,
however, in the opinion of management, all adjustments
consisting solely of normal recurring adjustments, necessary for
a fair presentation have been included. Revenue in excess of
certain expenses for the interim period is not necessarily
indicative of the results of the full year.

2. OPERATING LEASES

Lease agreements are accounted for as operating leases and
rentals from such leases are reported as revenues ratably over
the terms of the leases. Certain lease agreements provide for
rent concessions. The aggregate rental income increase
resulting from recognition of rental income not yet due under
the terms of the lease for the year ended December 31, 1994 was
$91,365 ($49,223 for Acquisition Interests and $42,142 for
Nooney Income Fund Ltd. II, L.P. interests).

32
<PAGE> 37
Included in rental and other income are amounts received from
tenants under provisions of lease agreements which require the
tenants to pay additional rent equal to specified portions of
certain expenses such as real estate taxes, insurance, utilities
and common area maintenance. The income is recorded in the same
period that the related expense is incurred.

<TABLE>
Minimum future revenues under noncancelable leases for the
Acquisition Properties in effect as of December 31, 1994 are as
follows:

<CAPTION>
TOTAL
(IN THOUSANDS)
<S> <C>
1995 $2,304
1996 1,850
1997 909
1998 527
1999 355
Remainder 1,233
------
Total $7,178
======
</TABLE>

3. PROPERTY MANAGEMENT FEES

Nooney Krombach Company, an affiliate of Nooney Income Fund Ltd.
II, L.P. general partners, manages the partnership's real estate
for a management fee. The general partners of Nooney Income
Fund Ltd. II, L.P. intend to modify the current management
contract to include the new interests acquired at the same rate
currently charged to the Acquisition Interests and to Nooney
Income Fund Ltd. II, L.P.

33
<PAGE> 38

ACQUISITION INTERESTS

<TABLE>
ESTIMATED PRO FORMA STATEMENT OF TAX OPERATING LOSS AND OF CASH
PROVIDED BY OPERATIONS
FOR THE TWELVE MONTHS ENDED MARCH 31, 1995 (UNAUDITED)
------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
ACQUISITION
ESTIMATED PRO FORMA STATEMENT OF TAX OPERATING LOSS INTERESTS
<S> <C>
Revenues in excess of certain expenses for the year ended December 31, 1994 (Note 2) $ 687,614

Less - revenues in excess of certain expenses for the three months ended March 31, 1994 146,006

Plus - revenues in excess of certain expenses for the three months ended March 31, 1995 182,105
---------
Revenues in excess of certain expenses for the twelve month period ended March 31, 1995 723,713
---------

Pro forma adjustments (Note 3):

Less:
Tax depreciation and amortization 156,551
Mortgage interest 713,025
Professional fees 15,000
Prepaid rents not recognized for income tax purposes 3,146
---------
887,722
---------
Add - Rent concessions not recognized for income tax purposes 49,343
---------
Pro forma tax operating loss $(114,666)
=========
ESTIMATED PRO FORMA STATEMENT OF CASH PROVIDED BY OPERATIONS

Pro forma tax operating loss, as above $(114,666)

Add - tax depreciation and amortization (Note 3) 156,551
---------
Pro forma cash provided by operations $ 41,885
=========
See notes to estimated pro forma statement of tax operating loss and of
cash provided by operations.
</TABLE>

34
<PAGE> 39

ACQUISITION INTERESTS

NOTES TO ESTIMATED PRO FORMA STATEMENT OF TAX OPERATING LOSS
AND OF CASH PROVIDED BY OPERATIONS
FOR THE TWELVE MONTH PERIOD ENDED MARCH 31, 1995 (UNAUDITED)

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

1. BASIS OF PRESENTATION

The Estimated Twelve-Month Pro Forma Statement of Tax Operating
Loss and of Cash Provided by Operations reflects amounts
attributable to the Acquisition Interests only and does not
purport to estimate the tax operating loss or cash provided by
operations of the Acquisition Properties as a whole or of Nooney
Income Fund Ltd. II, L.P.

The Estimated Twelve-Month Pro Forma Statement of Tax Operating
Loss and of Cash Provided by Operations does not purport to
forecast actual operating results for any period in the future,
and thus, there can be no assurance that the assumptions are
valid for future years, or that such results will be obtained.
These statements should be read in conjunction with the Combined
Historical Summaries of Revenues and Certain Expenses appearing
elsewhere in this Proxy.

2. REVENUES IN EXCESS OF CERTAIN EXPENSES

The revenues in excess of certain expenses is based upon the
year ended December 31, 1994 as contained in the Combined
Historical Summaries of Revenues and Certain Expenses appearing
elsewhere in this Proxy.

3. PRO FORMA ADJUSTMENTS

TAX DEPRECIATION AND AMORTIZATION - Depreciation of investment
property has been determined using the Modified Accelerated Cost
Recovery System as amended by the Revenue Reconciliation Act of
1993. The computation of depreciation is based upon the cost of
the property (excluding land) to Nooney Income Fund Ltd. II,
L.P. of $5,204,000. Such depreciation will not necessarily be
the same as depreciation determined under generally accepted
accounting principles. Amortization of acquisition costs of
$95,000 has been provided using the straight-line method over
the tax life of the property. Such costs were recorded as an
expense for financial statement purposes. Amortization of lease
commissions of $20,680 has been provided by amortizing ratably
over the lease term. This method is the same for financial
statement and tax purposes.

MORTGAGE INTEREST AND PRINCIPAL PAYMENTS - Mortgage interest
relates to the $7,190,000 loan to be obtained to finance the
purchase of the Acquisition Interests and amortization of loan
origination fees of $60,000 has been provided using the
straight-line method over the life of the related loan which is
five years. Such amortization will be the same under generally
accepted accounting principles. The mortgage note will provide
for interest at a rate equal to the lender's corporate base rate
(CBR) plus 3/4%. Such rate will change simultaneously with any
change in the CBR. A CBR of 9% was used in this calculation. A
1/8% change in the rate would change this amount by $8,988.
Principal payments on the mortgage note will begin thirteen
months after the loan closing date, therefore, no principal
payments have been provided for in the estimate of cash provided
by operations.

35
<PAGE> 40

RENT CONCESSIONS NOT RECOGNIZED FOR INCOME TAX PURPOSES - Rent
concessions are includable in taxable income in the year rents
are received. Such rents are recognized ratably over the lease
terms under generally accepted accounting principals.

PREPAID RENTS NOT RECOGNIZED FOR INCOME TAX PURPOSES - Rents
recorded in advance of receipt are excluded from taxable income.
They are recognized ratably over the lease term for generally
accepted accounting principles.

PROFESSIONAL FEES - Represents additional professional expenses
attributable to the cost of owning the Acquisition Interests.

* * * * * *

36
<PAGE> 41

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

As a result of the Transaction, there will be no change in
the income tax consequences to an individual Limited Partner.

The proposed purchase of the Acquisition Interests subject
to a mortgage gives rise to unrelated business taxable income for
the tax-exempt partners of the Partnership (i.e., qualified plans
and IRAs). While qualified plans and IRAs are generally exempt
from federal income taxation, they are subject to taxes on their
"unrelated business taxable income" at the same rate as regular
trusts to the extent such income exceeds $1,000 during any
taxable year. "Unrelated business taxable income" means the net
income derived from any regularly conducted "unrelated trade or
business." Since the Partnership is treated as regularly
carrying on a trade or business, any qualified plan or IRA which
is a partner in the Partnership will be considered as regularly
carrying on an "unrelated trade or business" and will have to
compute any unrelated business taxable income with reference to
its distributive share of Partnership income, gain, loss,
deduction, credit and tax preference items.

In particular, income and deductions from debt-financed
property must be included in unrelated business taxable income.
Debt-financed property is defined generally as income-producing
property on which there is "acquisition indebtedness" (meaning
indebtedness incurred in acquiring or improving property or, in
certain cases, indebtedness incurred after such acquisition or
improvement). Although the Partnership does not currently have
any indebtedness associated with the purchase of its properties,
it does intend to incur indebtedness in connection with the
purchase of the Acquisition Interests.

Because the Acquisition Interests in the proposed
transaction are being acquired subject to a mortgage on the
Acquisition Properties, the amount of indebtedness secured by the
mortgage is considered an indebtedness of the Partnership
incurred in acquiring the Acquisition Interests. Thus, each
qualified plan or IRA invested in the Partnership will be
required to include as gross income from an unrelated trade or
business an amount which is the same percentage of its
distributive share of the Partnership's rental income and gain
derived from the Acquisition Properties as (A) the Partnership's
average acquisition indebtedness with respect to the Acquisition
Properties is of (B) the Partnership's average adjusted basis in
the Acquisition Properties for the taxable year. Additionally,
if the Acquisition Properties are sold or otherwise disposed of,
each qualified plan or IRA invested in the Partnership must
include in computing its unrelated business taxable income an
amount which is the same percentage of its distributive share of
gain (or loss) derived from such sale or disposition as (A) the
highest acquisition indebtedness with respect to the Acquisition
Properties during the 12-month period preceding the date of
disposition is of (B) the average adjusted basis of such
Properties.

Although rents from real property and gains from the
disposition of such property are generally excluded in computing
"unrelated business taxable income," this exclusion does not
apply to the proposed transaction, since the Acquisition
Interests being purchased are debt-financed. The qualified plan
or IRA and its participants and beneficiaries will not be able to
obtain any current tax savings from Partnership losses allocated
to the qualified plan or IRA unless the qualified plan or IRA has
unrelated business taxable income from other sources. However,
the qualified plan or IRA may be able to treat such Partnership
losses as a net operating loss carryover or carryback or passive
loss carryover deductible against future or prior period
unrelated business taxable income, including Partnership income.

Qualified plans and IRAs are urged to consult their tax
advisors for further information on the effects of the proposed
transaction on their particular situations.

37
<PAGE> 42

BUSINESS, MANAGEMENT AND SECURITY OWNERSHIP OF THE PARTNERSHIP

BUSINESS

Nooney Income Fund Ltd. II, L.P. is a limited partnership
formed under the Missouri Uniform Limited Partnership Law on
February 12, 1985 to invest in income-producing real properties
such as shopping centers, office buildings, office/warehouse
properties and other commercial properties. The Partnership
originally invested in five real properties, which the
Partnership continues to own and operate.

In addition to its percentage interests in the Acquisition
Properties (described above under "SPECIAL FACTORSDescription of
the Acquisition Properties" above), the Partnership has interests
in two other properties. The Partnership owns a 24% interest as
a tenant-in-common in Leawood Fountain Plaza, a three building
office complex in Leawood, Kansas. The buildings contain an
aggregate of approximately 82,000 net rentable square feet of
office space and are located on a 7.9 acre site that provides
paved parking for 403 cars. The purchase price of the complex
was $8,111,269, of which the Partnership paid $1,946,705 for its
24% interest. The remaining 76% interest is owned by Nooney
Income Fund Ltd., L.P., an affiliate of the Partnership. The
Partnership also owns 100% of Tower Industrial Building, an
office warehouse located in Mundelein, Illinois, a suburb of
Chicago. The building contains approximately 42,000 net rentable
square feet and is situated on a 3 acre site that provides
parking for 140 cars. The entire building is leased by one
tenant. The Partnership paid $1,150,000 for the property.

The Partnership's primary investment objectives are to
preserve and protect the Limited Partners' capital, provide the
maximum possible cash distributions to the Partners, and provide
for capital growth through appreciation in the value of the
Partnership properties. The Partnership's term is until
December 31, 2085. The Partnership is intended to be self-
liquidating. The Partnership's policy is that proceeds from the
sale or financing of the Partnership's real property investment
will not be invested in new properties but will be distributed to
the Partners or, at the discretion of the General Partners,
applied to capital improvements to, or the payment of
indebtedness with respect to, existing properties, the payment of
other expenses or the establishment of reserves. It was
originally anticipated that the Partnership would sell its
properties within approximately five to ten years after their
acquisition. Since the Partnership acquired its properties,
however, investment real estate has been subject to declining
market conditions. Until such time as market conditions may
improve and profitable sale of the properties may be feasible,
the Partnership will continue to manage its properties.

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

MANAGEMENT

The Partnership has no employees. The managing General
Partners of the Partnership responsible for all aspects of the
Partnership's operations are Gregory J. Nooney, Jr. and Nooney
Income Investments Two, Inc. Gregory J. Nooney, Jr., age 64,
joined Nooney Company in 1954 and has served as Chairman of the
Board and Chief Executive Officer since 1983. Nooney Income
Investments Two, Inc. was formed in November 1984 for the purpose
of being a general and/or limited partner in the

38
<PAGE> 43

Partnership and other limited partnerships. Gregory J. Nooney, Jr. is
Chairman of the Board, Chief Executive Officer and a director of Nooney
Income Investments Two, Inc. The voting securities of Nooney
Income Investments Two, Inc. are owned 75% by Nooney Company and
25% by Edward D. Jones & Co. John J. Nooney, age 55, is a
Special General Partner and, as such, does not exercise any
control of the affairs of the Partnership. The views and
recommendations of the General Partners contained in this Proxy
Statement are only those of the managing General Partners.

Property management services for the Partnership's
investment properties are provided by Nooney Krombach Company, an
affiliate of the managing General Partners, for which it receives
a management fee based on the gross revenues from the properties.
During 1994, the Partnership paid Nooney Krombach Company a
property management fee of $105,854, plus $25,000 for certain
administrative services (such as accounting, issuing and
transferring of Units, data processing, investor communications).
Pursuant to the Partnership Agreement, the Partnership also pays
9% of Net Operating Cash Income to the individual General
Partners and their designees. Under the terms of the Partnership
Agreement, the payment of a portion of such amount is
subordinated to certain payments to the Limited Partners.
Through March 31, 1995, a total of $225,415 was not distributed
as a result of this limitation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

To the knowledge of the Partnership, (i) no person is the
beneficial owner of more than 5% of the outstanding interests of
the Partnership, (ii) none of the General Partners is the
beneficial owner, either directly or indirectly, of any interests
in the Partnership, and (iii) there are not arrangements known to
Partnership, the operation of which may at a subsequent date
result in a change in control of the Partnership.

39
<PAGE> 44

OTHER MATTERS WITH RESPECT TO THE CONSENT SOLICITATION

VOTING RIGHTS

The record date for the determination of the Limited
Partners entitled to consent by ballot on the Proposal has been
fixed as the close of business on June 30, 1995.

In order for a consent to be counted, it must be returned on
the enclosed ballot and received by the Partnership on or before
September 21, 1995. Consents may be returned by mail in the
return envelope provided.

REVOCABILITY OF CONSENTS

Any Limited Partner who executes and delivers a consent has
the right to revoke such consent, and may do so by mail received
by the Partnership on or before September 21, 1995.

VOTE REQUIRED TO APPROVE THE PROPOSAL

Pursuant to Section 10.10 of the Partnership Agreement, the
Partnership Agreement may be amended by the General Partners with
the prior Consent of the Limited Partners. "Consent of the
Limited Partners' means the written consent or vote to do the act
or to do the thing for which the consent or vote is solicited of
so many of the Limited Partners whose combined Capital
Contributions represent at least a majority of the total Capital
Contributions of the Limited Partners." Abstentions will be
counted as votes against the Proposal.

As of the close of business on June 30, 1995, the record
date, the total Capital Contributions of the Limited Partners was
$19,221,000. Thus, Limited Partners holding at least $9,611,000
of the Capital Contributions of the Limited Partners must approve
the Amendment (and hence the related purchase of the Acquisition
Interests).

No person is known to the Partnership to be the beneficial
owner of more than 5% of the outstanding Limited Partnership
Interests of the Partnership. None of the General Partners is
known to the Partnership to be the beneficial owner, either
directly or indirectly, of any Limited Partnership Interests in
the Partnership.

SOLICITATION OF CONSENTS

This consent is being solicited by mail on behalf of the
Partnership by the General Partners. Further solicitations of
consent may be made in person or by mail, telephone, facsimile or
telegram by the General Partners or their affiliates. Such
persons will not be specifically compensated for such services,
but will be reimbursed by the Partnership for their out-of-pocket
expenses. The entire cost of the consent solicitation will be
borne by the Partnership.

40
<PAGE> 45

LIMITED PARTNER CONSENT FORM

NOONEY INCOME FUND LTD. II, L.P.
7701 FORSYTH BOULEVARD
ST. LOUIS, MISSOURI 63105

THIS CONSENT IS SOLICITED ON BEHALF OF THE PARTNERSHIP BY THE
GENERAL PARTNERS OF THE PARTNERSHIP

The undersigned, a Limited Partner of Nooney Income Fund Ltd.
II, L.P., a Missouri limited partnership (the "Partnership"),
hereby consents (unless otherwise specified below) to the following
proposal:

To amend Section 5.1D(iii) of the Partnership's Amended
and Restated Agreement of Limited Partnership to permit
the Partnership to borrow funds on an unsecured or
secured basis pursuant to a mortgage or deed of trust on
certain of the Partnership's Properties to facilitate the
Partnership's acquisition of the interests (held by St.
Louis Investment Properties, Inc.) in such Properties
where the Partnership is a co-owner of such Properties
with St. Louis Investment Properties, Inc., such
Properties and the undivided interests to be purchased
are Countryside Executive Center (a 50% undivided
interest), NorthCreek Office Park (a 55% undivided
interest) and Wards Corner Business Center (a 55%
undivided interest).

/ / FOR / / AGAINST / / ABSTAIN

THE GENERAL PARTNERS RECOMMEND YOU VOTE FOR THE PROPOSAL.

The failure to sign and return this Consent will be considered
a vote against the Proposal. A Consent marked "Abstain" will also
be considered a vote against the Proposal. A signed Consent on
which no direction is indicated will be voted FOR the Proposal.

PLEASE MARK, SIGN, DATE AND RETURN THE CONSENT IN THE RETURN
ENVELOPE PROVIDED ON OR BEFORE SEPTEMBER 21, 1995.

Dated:----------------------------------------, 1995
Please Sign Exactly as Name appears on this Consent.

----------------------------------------------------
(Signature)

----------------------------------------------------
(Signature if held jointly)

IMPORTANT: When Units are in two or more names, all
should sign. When signing as Executor, Trustee,
Guardian or Officer of a Corporation, give full
title as such. If a Partnership, please sign in
Partnership Name by Authorized Person.