SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 --------------
                                    FORM 10-Q
(Mark One)
 X       QUARTERLY  REPORT  PURSUANT  TO SECTION 13  OR 15(d) OF  THE SECURITIES
---      EXCHANGE ACT OF 1934

For the quarterly period ended              September 30, 1998
                               -------------------------------------------------

                                       OR

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

For the transition period from ______________________to_________________________


                         Commission file number 0-13241
                                                -------

                         NOONEY INCOME FUND LTD., L.P.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

          Missouri                                             43-1302570
-------------------------------                        -------------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

500 N. Broadway, Suite 1200, St. Louis, MO                      63102-2124
------------------------------------------             -------------------------
 (Address of principal executive offices)                       (Zip Code)

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

--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last 
report.

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes  X  No    .
                                       ---    ---

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

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

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



<PAGE>


PART I
Item 1 - Financial Statements:
-----------------------------

                          NOONEY INCOME FUND LTD., L.P.
                          -----------------------------

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

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


                                                     Sept. 30,     December 31,
                                                       1998            1997
ASSETS:                                             (Unaudited)
                                                    -----------    ------------

     Cash and Cash Equivalents                     $    665,418    $    865,287
     Accounts receivable                                 70,694         115,038
     Prepaid expenses and deposits                       19,792          10,520
     Investment property, at cost:
         Land                                         1,946,169       1,946,169
         Buildings and improvements                   8,507,843       8,447,027
                                                   ------------    ------------
                                                     10,454,012      10,393,196
         Less accumulated depreciation               (4,920,550)     (4,731,841)
                                                   ------------    ------------
                                                      5,533,462       5,661,355
     Deferred expenses - At amortized cost              116,844          61,295
                                                   ------------    ------------

                                                   $  6,406,210    $  6,713,495
                                                   ============    ============


LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses         $     41,775    $    108,209
     Accrued real estate taxes                          188,603         184,936
     Mortgage notes payable                           1,155,400       1,197,000
     Refundable tenant deposits                         137,412         120,017
                                                   ------------    ------------
                                                   $  1,523,190    $  1,610,162

Partners' Equity                                      4,883,020       5,103,333
                                                   ------------    ------------

                                                   $  6,406,210    $  6,713,495
                                                   ============    ============




                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS


                                       -2-

<PAGE>


<TABLE>
                          NOONEY INCOME FUND LTD., L.P.
                          -----------------------------

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

                  STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
                  ---------------------------------------------

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

<CAPTION>

                                             Three Months Ended           Nine Months Ended
                                          Sept. 30,      Sept. 30,     Sept. 30,     Sept. 30,
                                             1998           1997          1998          1997
                                          -----------   -----------   -----------   -----------
<S>                                       <C>           <C>           <C>           <C> 

REVENUES:
     Rental and other income              $   474,398   $   443,293   $ 1,342,185   $ 1,366,536
     Interest                                   5,037         5,754        16,063        17,026
                                          -----------   -----------   -----------   -----------
                                              479,435       449,047     1,358,248     1,383,562

EXPENSES:
     Interest                                  25,602        29,596        81,810        88,229
     Depreciation and amortization            108,593       105,486       329,497       334,451
     Real estate taxes                         62,526        64,986       192,020       209,673
     Property management fees paid to
         Nooney, Inc.                          28,514        26,650        80,925        82,710
     Reimbursement to Nooney, Inc. for
         partnership management services
         and indirect expenses                  6,250         6,250        18,750        18,750
     Repairs & maintenance                     19,971        18,435        48,329        58,609
     Professional services                     20,116        17,617        55,426        71,515
     Utilities                                 37,135        35,827        89,460        79,847
     Cleaning                                  15,574        12,301        42,362        40,963
     Payroll                                   16,737        11,682        39,058        34,348
     Insurance                                 17,292         9,538        34,465        28,561
     Parking lot/Landscaping                   19,178        14,556        33,762        32,547
     Vacancy Expense                           13,976           755        29,547         7,677
     Other operating expenses                  25,034        18,453        81,458        95,921
                                          -----------   -----------   -----------   -----------

                                              416,498       372,132     1,156,869     1,183,801
                                          -----------   -----------   -----------   -----------

NET INCOME                                $    62,937   $    76,915   $   201,379   $   199,761
                                          ===========   ===========   ===========   ===========
NET INCOME PER LIMITED
     PARTNERSHIP UNIT                     $      4.43   $      4.70   $     12.83   $     11.46
                                          ===========   ===========   ===========   ===========

PARTNERS' EQUITY:
     Beginning of Period                  $ 5,030,929   $ 5,243,908   $ 5,103,333   $ 5,226,492
     Cash distributions to partners          (210,846)     (105,430)     (421,692)     (210,860)
     Net Income                                62,937        76,915       201,379       199,761
                                          -----------   -----------   -----------   -----------

     End of Period                        $ 4,883,020   $ 5,215,393   $ 4,883,020   $ 5,215,393
                                          ===========   ===========   ===========   ===========

<FN>
                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
</FN>
</TABLE>
                                       -3-

<PAGE>



                          NOONEY INCOME FUND LTD., L.P.
                          -----------------------------

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

                             STATEMENTS OF CASH FLOW
                             -----------------------

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

                                                            Nine Months Ended
                                                           Sept.30,   Sept.30,
                                                             1998       1997
                                                          ---------   ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income                                            $ 201,379   $ 199,761
    Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation and amortization                        329,497     334,451

    Changes in assets and liabilities:
       Decrease in accounts receivable                       44,344      43,828
       Increase in prepaid expenses and deposits             (9,272)     (3,514)
       Increase in deferred expenses                        (83,441)     (6,177)
       Decrease in accounts payable and accrued expenses    (66,434)    (88,127)
       Increase in accrued real estate taxes                  3,667      24,259
       Increase in refundable tenant deposits                17,395       1,209
                                                          ---------   ---------
    Total Adjustments                                       235,756     305,929
                                                          ---------   ---------

    Net cash provided by operating activities               437,135     505,690
                                                          ---------   ---------

CASH FLOWS FROM INVESTING ACTIVITIES -
       Net additions to investment property                (173,712)   (148,515)
                                                          ---------   ---------

Net cash from investing activities                         (173,712)   (148,515)

CASH FLOWS FROM FINANCING ACTIVITIES -
    Cash distributions to partners                         (421,692)   (210,860)
    Payments on mortgage notes payable                      (41,600)    (48,600)
                                                          ---------   ---------

    Net cash from financing activities                     (463,292)   (259,460)
                                                          ---------   ---------

NET (DECREASE) INCREASE IN
    CASH AND CASH EQUIVALENTS                              (199,869)     97,715

CASH AND CASH EQUIVALENTS, beginning of period              865,287     797,225
                                                          ---------   ---------

CASH AND CASH EQUIVALENTS, end of period                  $ 665,418   $ 894,940
                                                          =========   =========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for interest        $  81,810   $  88,229
                                                          =========   =========


                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS


                                       -4-

<PAGE>




                          NOONEY INCOME FUND LTD., L.P.
                          -----------------------------
                             (A LIMITED PARTNERSHIP)
                             -----------------------
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                     ---------------------------------------
             THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
             -------------------------------------------------------


NOTE A:

Refer  to the  Registrant's  financial  statements  for the  fiscal  year  ended
December 31, 1997 which are contained in the Registrant's  Annual report on Form
10-K,  for a description  of the  accounting  policies which have been continued
without  change  except as noted below.  Also,  refer to the  footnotes to those
statements for additional details of the Registrant's  financial condition.  The
details  in  those  notes  have  not  changed  except  as  a  result  of  normal
transactions in the interim or as noted below.

NOTE B:

The financial statements include only those assets, liabilities,  and results of
operations of the partners  which relate to the business of Nooney Income Fund.,
L.P. The  statements do not include  assets,  liabilities,  revenues or expenses
attributable to the partners' individual activities.  No provision has been made
for federal and state income taxes since these taxes are the responsibilities of
the partners.  In the opinion of the general  partners,  all adjustments  (which
include  only normal  recurring  adjustments)  necessary  to present  fairly the
financial position,  results of operations and changes in cashflows at September
30, 1998 and for all periods presented have been made. The results of operations
for  the  three  and  nine  month  periods  ended  September  30,  1998  are not
necessarily indicative of the results which may be expected for the entire year.

NOTE C:

The  Registrant's  properties  are  managed  by  Nooney,  Inc.,  a  wholly-owned
subsidiary  of CGS Real Estate  Company.  Nooney  Income  Investments,  Inc.,  a
general  partner,  is a  75%  owned  subsidiary  of  S-P  Properties,  Inc.  S-P
Properties, Inc is a wholly-owned subsidiary of CGS Real Estate Company.

NOTE D:

The  earnings per limited  partnership  unit for the three and nine months ended
September  30, 1998 and 1997 was computed on 15,180  units,  the number of units
outstanding during the periods.

NOTE E:

Effective  January  1, 1998,  the  Registrant  adopted  Statement  of  Financial
Accounting   Standards  No.  130,   "Reporting   Comprehensive   Income,"  which
established  standards for the reporting and display of comprehensive income and
its components.  The adoption of this statement did not affect the  Registrant's
financial  statements  for the three and nine month periods ended  September 30,
1998 and 1997.


                                       -5-

<PAGE>




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

It should  be noted  that this 10-Q  contains  forward-looking  information  (as
defined in the Private  Securities  Litigation Reform Act of 1995) that involves
risk and  uncertainty,  including trends in the real estate  investment  market,
projected  leasing and sales,  and the future  prospects for Registrant.  Actual
results could differ materially from those contemplated by such statements.

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

Cash on hand as of September  30, 1998 is $665,418,  a decrease of $199,869 from
year end December 31, 1997.  For the nine month period ended  September 30, 1998
net cash provided by operating activities was $437,135. Cash was used for tenant
and capital  improvements in the amount of $173,712,  payments on mortgage notes
payable in the amount of $41,600,  and cash  distributed  to partners was in the
amount of $421,692. The Registrant anticipates the properties to adequately fund
capital  expenditures  anticipated  for the  remainder  of 1998.  These  capital
expenditures are as follows:

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

     Oak Grove Commons                     $ 21,000    $ 19,344    $ 40,344
     Leawood Fountain Plaza (76%)            13,984      52,682      66,666
                                           --------    --------    --------
                                           $ 34,984    $ 72,026    $107,010
                                           ========    ========    ========

At Oak Grove Commons and Leawood Fountain Plaza,  leasing capital includes funds
for tenant  alterations and lease  commissions  for new and renewal leases.  The
other  capital  anticipated  at Oak Grove  Commons is for  repaving  at the dock
areas.  Other capital  expenditures at Leawood  Fountain Plaza are for sidewalk/
curb replacement and replacing carpet in three building hallways.

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

The results of operations for the Registrant's properties for the quarters ended
September  30, 1998 and 1997 are  detailed in the schedule  below.  Expenses and
revenues of the Registrant are excluded.

                                                                   Leawood
                                                 Oak Grove         Fountain
                                                  Commons         Plaza (76%)
                                                 ---------        -----------
     1998
     ----
     Revenues                                    $226,536          $248,378
     Expenses                                     192,487           214,972
                                                 --------          --------
     Net Income                                  $ 34,049          $ 33,406
                                                 ========          ========

     1997
     ----
     Revenues                                    $216,789          $227,378
     Expenses                                     160,239           213,850
                                                 --------          --------
     Net Income                                  $ 56,550          $ 13,528
                                                 ========          ========


                                       -6-

<PAGE>



For the quarter  ended  September  30, 1998 and 1997,  Oak Grove Commons had net
income of $34,049 and $56,550,  respectively.  This represents a decrease in net
income of $22,501.  Revenues  increased  $9,747 due to increases in base rental,
miscellaneous,  and tax  income.  These  increases  were  partially  offset by a
decrease in common area maintenance  reimbursement  income.  Expenses  increased
$32,248 due to increases in real estate tax expense  ($5,980),  office  expenses
($2,795), vacancy expenses ($12,806), and repairs and maintenance ($9,020), when
compared  to the  similar  period of the prior  year.  The  increase  in vacancy
expense is due to costs incurred to make units ready for occupancy.

For the quarter ended  September 30, 1998 and 1997,  Leawood  Fountain Plaza had
net income of $33,406 and $13,528, respectively.  This represents an increase in
net income of  $19,878.  Revenues  increased  $21,000 due to an increase in base
rental income  ($39,583),  partially  offset by a decrease in escalation  income
($12,739).  The increase in rental  income can be  attributed  to the  increased
occupancy  level.  The decrease in escalation is due to lower  anticipated  1998
tenant  common area  maintenance  reimbursements.  Expenses,  overall,  remained
relatively  stable with a $1,122  increase  reflecting  increases  in  cleaning,
office, parking lot, payroll, and management fees, partially offset by decreases
in repairs and maintenance and real estate taxes.

The occupancy levels at the Registrant's properties are listed below.

                                               Occupancy Levels at September 30,
                                               ---------------------------------
Property                                          1998       1997       1996
--------                                          ----       ----       ----

Oak Grove Commons                                 95%        93%        96%
Leawood Fountain Plaza (76%)                      95%        87%        90%

Occupancy at Oak Grove  Commons  decreased  during the third quarter from 98% to
95%.  Leasing  activity  consisted of two new tenants  signing  leases for 9,100
square feet and two tenants  renewing  their leases for 6,603  square feet.  Two
tenants vacated the property with square footage totaling  13,250.  At Oak Grove
Commons one tenant  occupies  approximately  10% of the  available  space with a
lease which expires in May 2003.

During the third quarter of 1998 occupancy at Leawood  Fountain Plaza  increased
from 94% at the  beginning of the quarter to 95% at the quarter's  end.  Leasing
activity  during the quarter  consisted of the Registrant  signing one new lease
for 3,036  square feet and two tenants  renewing  their  leases for 5,991 square
feet.  Two tenants  vacated their leases which  occupied  2,067 square feet. The
property  has two major  tenants  who  occupy  approximately  10% and 15% of the
available  space with leases which expire in July 1999 and expired in July 2001,
respectively.

Each quarter,  the General  Partners  assess the properties for  impairment.  If
conclusive evidence of an impairment is found in any particular quarter, further
valuation  procedures would be performed.  Additionally,  as a matter of policy,
the Registrant  performs appraisals on its properties whenever events or changes
in  circumstances  indicate  that the  carrying  amount  of an asset  may not be
recoverable.  It is  difficult  to  pinpoint  an  exact  time or  event to which
impairment of a real estate  investment can be  attributed.  Reductions in value
are usually recognized at the time an appraisal is completed, if necessary.


                                       -7-

<PAGE>




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

The  Registrant  believes  that the  impact  of the year 2000 will not cause the
Registrant to incur a future expense that will have a material  impact on future
results.  The management  company  employed by the Registrant  utilizes  various
computer  software packages as tools in running its accounting  operations.  The
Registrant's  properties are  maintained on software  provided by a third party.
The management  company has received  information  from that company  indicating
that the main software program and all its core products are already  compatible
with 2000  dates  and that  these  have  been  proven in the field for over five
years.  A few of the add on  products  that are not  crucial  to the  management
company's  business  are in the  process of being  updated  and the third  party
vendor anticipates compliance by the end of 1998.

Results of Consolidated Operations 1998
---------------------------------------

As of September 30, 1998, the Registrant's consolidated revenues for the quarter
and nine month period were $479,435 and $1,358,248,  respectively.  Revenues for
the same time periods for the prior year were $449,047 and $1,383,562.  Revenues
increased  $30,388 when  comparing the three month period and decreased  $25,314
when  comparing the nine month period  ending  September 30, 1998 to the similar
periods of the prior year.  The  increase in revenues for the three month period
can be attributable to an increase in base rental revenue,  partially  offset by
decreases  in  escalation  and common area  maintenance  income at both  Leawood
Fountain  Plaza and Oak Grove  Commons.  The  decrease in revenues  for the nine
month period can primarily be attributed to a significant decrease in escalation
and common area  maintenance  income from both  Leawood  Fountain  Plaza and Oak
Grove Commons.

Consolidated  expenses for the quarter  ended  September  30, 1998 and 1997 were
$416,498 and $372,132,  reflecting an increase of $44,366 when comparing current
quarter to prior year. The increase in consolidated  expenses for the quarter is
due  to  increases  in  depreciation  and  amortization  ($3,107),  professional
services  ($2,499),  cleaning  expense  ($3,273),  payroll  ($5,055),  insurance
($7,754),  parking lot ($4,622), vacancy expenses ($13,221), and other operating
expenses  ($6,581).  These  increases  were  partially  offset by a decrease  in
interest  expense of ($3,994).  The increase in vacancy expense is primarily due
to Oak Grove Commons as mentioned in the property comparisons.

Consolidated  expenses for the nine month period  ended  September  30, 1998 and
1997 were $1,156,869 and $1,183,801,  respectively. Operating expenses decreased
$26,932 when  comparing the current nine month period to that of prior year. The
decrease  in  expenses  can be  attributed  to  decreases  in  interest  expense
($6,419),  depreciation  and  amortization  ($4,954),  real  estate tax  expense
($17,653),  repairs and maintenance ($10,280),  professional services ($16,089),
and other operating expenses ($14,463). These decreases were partially offset by
increases in utilities  ($9,613),  payroll  ($4,710),  insurance  ($5,904),  and
vacancy expense ($21,870). The decrease in real estate tax is due to tax savings
reflected  at  both  Leawood  Fountain  Plaza  ($8,917)  and Oak  Grove  Commons
($8,736).  The decrease in professional  services is primarily due to a decrease
in needed  professional  fees as in prior year.  The main expense that decreased
within  other  operating  expenses  was  fire & crime  prevention  at Oak  Grove
Commons.  The increase in vacancy expense is due to the same reason as mentioned
above in the three month comparisons.



                                       -8-

<PAGE>




Results of Consolidated Operations 1997
---------------------------------------

As of September 30, 1997, the Registrant's consolidated revenues for the quarter
ended and nine month period ended were  $449,047 and  $1,383,562,  respectively.
Revenues  for the same  time  periods  for the  prior  year  were  $414,730  and
$1,263,594.  Revenues  increased  $34,317 and $119,968 when  comparing the three
months and nine months ended  September 30, 1997, to the similar  periods of the
prior year.  The increase in revenues can be  attributable  to increases in base
rental revenues and escalation income at Leawood Fountain Plaza and increases in
common area maintenance reimbursement income at Oak Grove Commons.

Consolidated  expenses for the quarter  ended  September  30, 1997 and 1996 were
$372,132 and  $437,513.  A decrease of $65,381 when  comparing the quarter ended
September  30,  1997 to the same  period  in the prior  year.  The  decrease  in
consolidated  expenses  for  the  quarter  is  due  to  a  decrease  in  parking
lot/landscaping  ($39,640),  depreciation and amortization ($16,030),  and other
operating  expenses  ($36,254),  partially offset by an increase in professional
services  ($14,025)  and  real  estate  taxes  ($13,111).  The  change  in other
operating  expenses  primarily  includes  the  preventative  maintenance  on the
sprinkler system in the prior year.  During the fourth quarter of 1996,  Leawood
Fountain's property was reassessed significantly higher than the prior year. The
full  increase was  recorded  during the fourth  quarter of 1996.  The 1997 real
estate tax expense includes this increased expense.  No significant  increase in
real estate tax expense is  anticipated  for the year ended 1997 compared to the
year ended 1996.

Consolidated  expenses for the nine month period  ended  September  30, 1997 and
September 30, 1996,  were  $1,183,801 and  $1,194,520,  respectively.  Operating
expenses  decreased  $10,719 when comparing the nine months ended  September 30,
1997 to the similar  period of the prior year.  The decrease in expenses was due
to  a  decrease  in  utilities  ($15,793),  parking  lot/landscaping  ($39,167),
depreciation and amortization  ($21,356) and other operating expenses ($13,223),
partially  offset by an increase in  professional  services  ($26,355)  and real
estate taxes ($51,977).

Inflation
---------

The effects of inflation  did not have a material  impact upon the  Registrant's
operations.



                                       -9-

<PAGE>




PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits

              See Exhibit Index

     (b) Reports on Form 8-K

              None



                                   SIGNATURES
                                   ----------

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                   NOONEY INCOME FUND LTD., L.P.

Dated: November 13, 1998           By: Nooney Income Investments, Inc.
      -------------------          -----------------------------------
                                   General Partner

                                   By: /s/ Gregory J. Nooney, Jr.
                                   ------------------------------
                                   Gregory J. Nooney, Jr.
                                   Director
                                   Chairman of the Board/Chief Executive Officer

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

                                   BEING A MAJORITY OF THE DIRECTORS


                                      -10-

<PAGE>





                                  EXHIBIT INDEX

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

3                             Amended and Restated  Agreement and Certificate of
                              Limited  Partnership,  dated  November 7, 1983, is
                              incorporated  by   reference  to   the  Prospectus
                              contained in Post-Effective Amendment No. 1 to the
                              Registration  Statement  on  Form  S-11 under  the
                              Securities Act of 1933 (File No. 2-85683)

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



                                      -11-