Henley, the defending champion, shot 6-under-par 65, while Noll, the 2003 champion, shot 67. The two are at 8-under 134.
First-round leader Michael Green, of Augusta, shot 70 and is third at 136.
Mid-Amateur champion Jeff Knox, of Augusta, shot 69 and is fifth at 138.
Brian Carter, of Evans, shot 71 and is tied for sixth at 140.