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        March 31, 1997
                              --------------------------------------------------

                                       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.)

7701 Forsyth Boulevard, St. Louis, Missouri                     63105
----------------------------------------------      ----------------------------
    (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code      (314) 863-7700
                                                    ----------------------------

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

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

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

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

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

                                       -1-

<PAGE>



PART I
Item 1 - Financial Statements:

                          NOONEY INCOME FUND LTD., L.P.

                             (A LIMITED PARTNERSHIP)

                                 BALANCE SHEETS


                                                March 31,      December 31,
                                                   1997            1996
ASSETS:                                        (Unaudited)
-------                                        -----------     -----------

     Cash and Cash Equivalents                 $   949,546     $   797,225
     Accounts receivable                           181,636         175,325
     Prepaid expenses and deposits                  16,856          10,821
     Investment property, at cost:
         Land                                    1,946,169       1,946,169
         Buildings and improvements              8,313,466       8,304,934
                                               -----------     -----------
                                                10,259,635      10,251,103
         Less accumulated depreciation           4,503,591       4,415,352
                                               -----------     -----------
                                                 5,756,044       5,835,751
     Deferred expenses - At amortized cost          53,043          64,244
                                               -----------     -----------

                                               $ 6,957,125     $ 6,883,366
                                               ===========     ===========


LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses     $    78,060     $   109,505
     Accrued real estate taxes                     232,005         170,698
     Mortgage notes payable                      1,245,600       1,261,800
     Refundable tenant deposits                    114,197         114,871
                                               -----------     -----------
                                                 1,669,862       1,656,874

Partners' Equity                                 5,287,263       5,226,492
                                               -----------     -----------

                                               $ 6,957,125     $ 6,883,366
                                               ===========     ===========


                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS


                                       -2-

<PAGE>



                          NOONEY INCOME FUND LTD., L.P.

                             (A LIMITED PARTNERSHIP)

                  STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY

                                   (UNAUDITED)

                                                     Three Months Ended
                                                   March 31,      March 31,
                                                     1997           1996
                                                  ----------     ----------

REVENUES:
     Rental and other income                      $  451,460     $  417,705
     Interest                                          5,284          3,744
                                                  ----------     ----------
                                                     456,744        421,449

EXPENSES:
     Interest                                         28,936         31,076
     Depreciation and amortization                   118,775        118,145
     Real estate taxes                                61,307         51,444
     Property management fees paid to
         Nooney Krombach Company                      27,523         25,063
     Reimbursement to Nooney Krombach Company
         for partnership management services
         and indirect expenses                         6,250          6,250
     Repairs & Maintenance                            24,669         19,736
     Professional Services                            32,441         38,970
     Utilities                                        17,060         29,470
     Cleaning                                         14,597         11,294
     Payroll                                           9,414         13,014
     Other operating expenses                         55,001         52,160
                                                  ----------     ----------
                                                     395,973        396,622
                                                  ----------     ----------

NET INCOME                                        $   60,771     $   24,827
                                                  ==========     ==========

NET INCOME PER LIMITED
     PARTNERSHIP UNIT                             $     3.96     $     1.62
                                                  ==========     ==========

PARTNERS' EQUITY:
     Beginning of Period                          $5,226,492     $5,367,489
     Net Income                                       60,771         24,827
                                                  ----------     ----------

     End of Period                                $5,287,263     $5,392,316
                                                  ==========     ==========


                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS



                                       -3-

<PAGE>



                          NOONEY INCOME FUND LTD., L.P.

                             (A LIMITED PARTNERSHIP)

                             STATEMENTS OF CASH FLOW

                                   (UNAUDITED)

                                                           Three Months Ended
                                                          March 31,   March 31,
                                                            1997        1996
                                                          ---------  ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income                                            $  60,771  $  24,827
    Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
       Depreciation and amortization                        118,775    118,145

    Changes in assets and liabilities:
       Increase in accounts receivable                       (6,311)   (41,186)
       Increase in prepaid expenses                          (6,035)    (9,404)
       Increase in deferred assets                                0     (1,999)
       Decrease in accounts payable                         (31,445)   (29,703)
       Increase in accrued real estate taxes                 61,307     54,563
       (Decrease) Increase in refundable tenant deposits       (674)     1,315
                                                          ---------  ---------

           Total Adjustments                                135,617     91,731
                                                          ---------  ---------

       Net cash provided by operating activities            196,388    116,558
                                                          ---------  ---------


CASH FLOWS FROM INVESTING ACTIVITIES -
    Net additions to investment property                    (27,867)    31,639
                                                          ---------  ---------


CASH FLOWS FROM FINANCING ACTIVITIES -
    Payments on mortgage notes payable                      (16,200)   (16,200)
                                                          ---------  ---------


NET INCREASE IN CASH AND CASH EQUIVALENTS                   152,321    131,997

CASH AND CASH EQUIVALENTS, beginning of period              797,225    656,904
                                                          ---------  ---------

CASH AND CASH EQUIVALENTS, end of period                  $ 949,546  $ 788,901
                                                          =========  =========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for interest           28,936     31,076


                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS


                                       -4-

<PAGE>




                          NOONEY INCOME FUND LTD., L.P.

                             (A LIMITED PARTNERSHIP)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996

NOTE A:

Refer  to the  Registrant's  financial  statements  for the  fiscal  year  ended
December 31, 1996, 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.  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 financial position at
March 31, 1997 and for all periods presented have been made.

NOTE C:

The  Registrant's   properties  are  managed  by  Nooney  Krombach  Company,   a
wholly-owned  subsidiary  of Nooney  Company.  Certain  general  partners of the
Registrant  are  officers  and  directors  of  Nooney  Company.   Nooney  Income
Investments,  Inc.,  a  general  partner,  is a 75% owned  subsidiary  of Nooney
Company.

NOTE D:

The earnings per limited  partnership  unit for the three months ended March 31,
1997 and 1996 was  computed  on 15,180  units,  the number of units  outstanding
during the periods.


                                       -5-

<PAGE>



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

Liquidity and Capital Resources

Cash on hand as of March 31, 1997 is $949,546, an increase of $152,321 from year
end  December  31, 1996.  The  increase in cash can be  attributed  to Oak Grove
Commons and  Leawood  Fountain  Plaza  having  strong  first  quarter  operating
results.  With the  positive  operating  results,  the  Registrant  expects  the
properties to adequately fund anticipated capital expenditures for the remainder
of 1997. The anticipated capital expenditures are as follows:

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

Oak Grove Commons                   $108,519         $119,982       $228,501
Leawood Fountain Plaza (76%)         164,132           38,570        202,702
                                    --------         --------       --------

                                    $272,651         $158,552       $431,203
                                    ========         ========       ========

Oak Grove Commons' and Leawood  Fountain  Plaza's Leasing Capital includes funds
for tenant alterations and lease commissions for new and renewal tenants.  Other
Capital  expenditures at Leawood  Fountain Plaza include  sidewalk  replacement,
sprinkler   additions,   remodeling  of  second  floor  restrooms  and  exterior
re-lighting.   At  Oak  Grove  Commons,   Other  Capital  includes  parking  lot
resurfacing and structural repairs needed at one end of the building.

Results of Operations by Property

The results of operations for the Registrant's properties for the quarters ended
March  31,  1997 and 1996 are  detailed  in the  schedule  below.  Expenses  and
revenues of the Registrant are excluded.

                                     Oak Grove     Leawood Fountain
                                      Commons         Plaza (76%)
                                      -------         -----------
                1997
                ----
             Revenues                $223,595          $235,123
             Expenses                 175,613           202,606
                                     --------          --------

             Net Income              $ 47,982          $ 32,517
                                     ========          ========
 
                1996
                ----
             Revenues                $213,994          $206,797
             Expenses                 168,619           198,840
                                     --------          --------

             Net Income              $ 45,375          $  7,957
                                     ========          ========


                                       -6-

<PAGE>



Revenues  for the  quarters  ended March 31, 1997 and 1996 at Oak Grove  Commons
were $223,595 and $213,994 respectively.  The increase in income is attributable
to base rental rate increases  obtained at both  properties from new and renewal
leases over the past year.  Expenses at Oak Grove Commons increased $6,994 or 4%
from the quarter ended March 31, 1997 as compared to the quarter ended March 31,
1996.  The increase in expenses is  attributable  to an increase in snow removal
costs  ($4,439)  and  vacancy  expense   ($3,085),   offset  by  a  decrease  in
administrative costs ($1,287).

At Leawood Fountain Plaza, revenues increased $28,326 when comparing the quarter
ended 1997 to 1996. The increases in revenue can be attributable to increases in
base rental rates ($7,014), escalation income ($15,898) and miscellaneous income
($4,634).  Expenses  increased  a nominal  amount when  comparing  1996 to 1997.
Operating expenses increased in the areas of cleaning, landscaping,  repairs and
maintenance building,  and real estate taxes, offset by a decrease in electrical
expense.

The occupancy levels at the Registrant's  properties during the first quarter of
1997 remained  high.  These high levels can be  attributed  to the  Registrant's
ability to lease  space as it becomes  available.  The  occupancy  levels at the
Registrant's properties are listed below.

                                     Occupancy levels as of March 31,
                                     --------------------------------
         Property                      1997        1996        1995
         --------                      ----        ----        ----

Oak Grove Commons                      100%        100%         91%
Leawood Fountain Plaza (76%)            88%         91%         92%

Occupancy at Oak Grove Commons  remained at 100% for the entire first quarter of
1997 with the renewal of four tenants  occupying  17,386 square feet.  Oak Grove
Commons has no tenant occupying more than 10% of the available space.

During the first quarter of 1997,  occupancy at Leawood  Fountain  Plaza dropped
from 92% at December 31, 1996, to 88% as of March 31, 1997.  During the quarter,
one new lease was signed for 580 square feet,  two tenants  renewed their leases
for 2,532 square feet, and three tenants vacated 3,770 square feet. The property
has two major tenants, one who occupies approximately 11% of the available space
whose  lease  expires  in July  1998  and a second  major  tenant  who  occupies
approximately 10% of the available space whose lease expires in July 1999.

Results of Consolidated Operations 1997

As of March 31, 1997, the Registrant's  consolidated  revenues are $456,744,  an
increase of $35,295  when  compared to quarter  ended  March 31,  1996.  This 8%
increase in revenues can be  attributable  to increases in base rent at both Oak
Grove Commons and Leawood  Fountain Plaza,  an increase in escalation  income at
Leawood  Fountain  Plaza  and as well an  increase  in  miscellaneous  income at
Leawood Fountain Plaza.

Consolidated  expenses  for the  quarters  ending  March  31,  1997 and 1996 are
$395,973 and  $396,622,  respectively.  The overall  level of expenses  remained
extremely stable when comparing the two years.



                                       -7-

<PAGE>



Results of Consolidated Operations 1996

As of March 31, 1996, the Registrant's  consolidated  revenues are $421,449,  an
increase of $14,602  when  compared to quarter  ended March 31,  1995.  The 3.6%
increase in revenues can be  attributed  to the  increase  revenues at Oak Grove
Commons.  At Oak Grove Commons,  rental income  increased  $21,250 due to higher
average  occupancy  when  comparing  first quarter 1996 to 1995.  Offsetting the
increases  in rental  income were  decreases in common area  maintenance  income
($2,580) at Oak Grove Commons along with decreases in escalation income ($1,498)
at Leawood Fountain Plaza.  Both of these decreases relate to lease rollover and
the corresponding adjustments to tenant base years.

Consolidated  expenses  for the  quarters  ended  March  31,  1996  and 1995 are
$396,622  and  $389,053,  respectively.  The  increase  of  $7,569  or  2.0%  is
attributable  to increases in  depreciation  and  amortization  along with other
operating expenses.  The increase in depreciation and amortization relate to the
capital  expenditures  for tenant finish and lease  commissions  the  Registrant
funded  during 1995 to lease up Oak Grove  Commons  and  maintain  occupancy  at
Leawood Fountain Plaza. The increase in other operating expenses is attributable
to increases in insurance costs ($5,769),  snow removal  ($4,132) and repair and
maintenance  ($3,792),  offset by  decreases  in vacancy  expenses  ($5,344) and
professional services ($3,678).

Inflation

The effects of inflation  did not have a material  impact upon the  Registrant's
operation  in  fiscal  l996  and are  not  expected  to  materially  affect  the
Registrant's operation in l997.

                                       -8-

<PAGE>



PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

              See Exhibit Index on Page 10


         (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:    May 15, 1997                   By: /s/ Gregory J. Nooney, Jr.
                                         ---------------------------------------
                                             Gregory J. Nooney, Jr.
                                             General Partner



                                         Nooney Income Investments, Inc.


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

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


                                         BEING A MAJORITY OF THE DIRECTORS



                                       -9-


<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)

                                      -10-