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              June 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)

500 North Broadway, St. Louis, Missouri                           63102
------------------------------------------------       -------------------------
    (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 _______.





                                       -1-

<PAGE>



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

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

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

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


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

     Cash and Cash Equivalents                      $   748,814    $   865,287
     Accounts receivable                                 83,026        115,038
     Prepaid expenses and deposits                       31,898         10,520
     Investment property, at cost:
         Land                                         1,946,169      1,946,169
         Buildings and improvements                   8,529,269      8,447,027
                                                    -----------    -----------
                                                     10,475,438     10,393,196
         Less accumulated depreciation                4,919,832      4,731,841
                                                    -----------    -----------
                                                      5,555,606      5,661,355
     Deferred expenses - At amortized cost              110,111         61,295
                                                    -----------    -----------

                                                    $ 6,529,455    $ 6,713,495
                                                    ===========    ===========


LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses          $    17,045    $   108,209
     Accrued real estate taxes                          183,227        184,936
     Mortgage notes payable                           1,164,600      1,197,000
     Refundable tenant deposits                         133,654        120,017
                                                    -----------    -----------
                                                    $ 1,498,526    $ 1,610,162

Partners' Equity                                      5,030,929      5,103,333
                                                    -----------    -----------

                                                    $ 6,529,455    $ 6,713,495
                                                    ===========    ===========




                 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)
                                   -----------

<TABLE>
<CAPTION>

                                                 Three Months Ended           Six Months Ended
                                               June 30,       June 30,      June 30,      June 30,
                                                 1998           1997          1998          1997
                                             ------------   ------------  ------------  -----------
<S>                                           <C>           <C>           <C>           <C> 

REVENUES:
     Rental and other income                  $   452,721   $   471,783   $   867,788   $   923,243
     Interest                                       5,704         5,988        11,026        11,272
                                              -----------   -----------   -----------   -----------
                                                  458,425       477,771       878,814       934,515

EXPENSES:
     Interest                                      28,096        29,697        56,207        58,633
     Depreciation and amortization                113,627       110,190       220,904       228,965
     Real estate taxes                             64,747        83,380       129,493       144,687
     Property management fees paid to
         Nooney Inc.                               27,229        28,537        52,411        56,060
     Reimbursement to Nooney Inc. 
         for partnership management services
         and indirect expenses                      6,250         6,250        12,500        12,500
     Repairs & Maintenance                         17,160        21,441        28,623        40,174
     Professional Services                         23,609        21,457        35,310        53,898
     Utilities                                     25,511        26,960        52,324        44,020
     Cleaning                                      14,458        14,065        26,788        28,662
     Payroll                                       10,546        13,252        22,322        22,666
     Insurance                                      7,836         9,538        17,173        19,023
     Parking Lot/Landscaping                       10,202        12,058        15,600        17,991
     Office General                                 9,144         6,756        14,292        13,737
     Vacancy Expense                               14,324         4,021        15,571         6,922
     Other operating expenses                      15,719        28,094        40,854        63,731
                                              -----------   -----------   -----------   -----------

                                                  388,458       415,696       740,372       811,669
                                              -----------   -----------   -----------   -----------

NET INCOME                                    $    69,967   $    62,075   $   138,442   $   122,846
                                              ===========   ===========   ===========   ===========
NET INCOME PER LIMITED
     PARTNERSHIP UNIT                         $      4.86   $      3.72   $      8.40   $      6.69
                                              ===========   ===========   ===========   ===========

PARTNERS' EQUITY:
     Beginning of Period                      $ 5,171,808   $ 5,287,263   $ 5,103,333   $ 5,226,492
     Cash distributions to partners              (210,846)     (105,430)     (210,846)     (105,430)
     Net Income                                    69,967        62,075       138,442       122,846
                                              -----------   -----------   -----------   -----------

     End of Period                            $ 5,030,929   $ 5,243,908   $ 5,030,929   $ 5,243,908
                                              ===========   ===========   ===========   ===========

<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)
                                   -----------

                                                             Six Months Ended
                                                           June 30,     June 30,
                                                             1998         1997
                                                             ----         ----

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income                                            $ 138,442   $ 122,846
    Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation and amortization                        220,904     228,965

    Changes in assets and liabilities:
       Decrease (Increase) in accounts receivable            32,012     (30,645)
       Increase in prepaid expenses and deposits            (21,378)     (7,408)
       Increase in deferred expenses                        (67,018)     (3,445)
       Decrease in accounts payable and accrued expenses    (91,164)    (51,007)
       (Decrease) Increase in accrued real estate taxes      (1,709)     17,216
       Increase (Decrease) in refundable tenant deposits     13,637      (1,097)
                                                          ---------   ---------

           Total Adjustments                                 85,284     152,579
                                                          ---------   ---------

       Net cash provided by operating activities            223,726     275,425
                                                          ---------   ---------

CASH FLOWS FROM INVESTING ACTIVITIES -
    Net additions to investment property                    (96,953)    (55,877)
                                                          ---------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES -
    Cash distributions to partners                         (210,846)   (105,430)
    Payments on mortgage notes payable                      (32,400)    (32,400)
                                                          ---------   ---------

    Net cash from financing activities                     (243,246)   (137,830)
                                                          ---------   ---------

NET (DECREASE)INCREASE IN CASH
           AND CASH EQUIVALENTS                            (116,473)     81,718

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

CASH AND CASH EQUIVALENTS, end of period                  $ 748,814   $ 878,943
                                                          =========   =========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for interest        $  56,207   $  58,633
                                                          =========   =========




                 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 SIX MONTHS ENDED JUNE 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 financial position at
June 30,  1998 and for all  periods  presented  have been made.  The  results of
operations  for the three and six month  periods  ended June 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 six month  periods
ended June 30, 1998 and 1997 were 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
consolidated financial statements for the three and six month periods ended June
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 the Registrant. Actual
results could differ materially from those contemplated by such statements.

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

Cash on hand as of June 30, 1998 is  $748,814,  a decrease of $116,473  from the
year ended  December 31, 1997.  For the six month period ended June 30, 1998 net
cash provided by operating  activities  was  $223,726.  Cash was used for tenant
improvements in the amount of $96,953, payments on mortgage notes payable in the
amount of $32,400 and cash  distributed  to partners in the amount of  $210,846.
The Registrant  expects the properties to adequately  fund  anticipated  capital
expenditures for the remainder of 1998. The anticipated capital expenditures are
as follows:

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

     Oak Grove Commons                $ 20,000      $142,137      $162,137
     Leawood Fountain Plaza (76%)       19,304        99,432       118,736
                                      --------      --------      --------

                                      $ 39,304      $241,569      $280,873
                                      ========      ========      ========

Oak Grove Commons' and Leawood Found Plaza's Leasing Capital  includes funds for
tenant  alterations  and lease  commissions  for new and renewal  leases.  Other
Capital  expenditures  at Oak Grove  Commons  includes  dock  repavement.  Other
Capital at Leawood Fountain Plaza includes sidewalk and curb replacement, carpet
replacement in three buildings' hallways, as well as coach lamp replacement.

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

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

                                                  Oak Grove    Leawood Fountain
                                                   Commons        Plaza (76%
                                                   -------        ----------
     Second Quarter 1998
     -------------------
             Revenues                              $218,823        $235,313
             Expenses                               179,904         206,812
                                                   --------        --------
             Net Income                            $ 38,919        $ 28,501
                                                   ========        ========

     Second Quarter 1997
     -------------------
             Revenues                              $241,638        $233,971
             Expenses                               198,443         212,222
                                                   --------        --------
             Net Income                            $ 43,195        $ 21,749
                                                   ========        ========



                                       -6-

<PAGE>




For the quarter  ended June 30, 1998 and 1997,  Oak Grove Commons had net income
of $38,919 and $43,915,  respectively.  This represents a decrease in net income
of $4,276.  Revenues decreased $22,815 when comparing the quarter ended June 30,
1998 to the  quarter  ended  June 30,  1997,  due to a decrease  in common  area
maintenance  reimbursement  income of $33,705,  partially offset by increases in
rental  income of $4,560 and  miscellaneous  income of $6,330.  The  decrease in
common  area  maintenance  income can be  attributed  to the  amounts  billed to
tenants in 1998 being lower than 1997 due to 1998 reimbursable expenses expected
to be lower  than  1997  actual  reimbursable  expenses.  Expenses  at Oak Grove
Commons were  $179,904 for the quarter  ended June 30, 1998 and $198,443 for the
quarter  ended June 30,  1997.  The  decrease  in  expenses  of  $18,539  can be
attributable to decreases in fire and crime prevention ($16,422) and real estate
taxes  ($18,395),  partially  offset by  increases  in repairs  and  maintenance
expenses ($4,739),  professional services expense ($7,016), and vacancy expenses
($4,584).  The  decrease  in real estate tax expense is due to when the 1997 tax
bill was obtained in second quarter 1997, it was lower than anticipated.

At Leawood  Fountain  Plaza,  net income  increased from $21,749 for the quarter
ended June 30,  1997 to  $28,501  for the  quarter  ended  June 30,  1998.  This
represents an increase in net income of $6,752.  Revenues increased minimally at
$1,342 due to an increase in rental  income of  $16,784,  partially  offset by a
decrease in escalation income $15,413. The increase in rent can be attributed to
a  higher  occupancy  level  and the  decrease  in  escalation  is due to  lower
anticipated  1998 tenant  common area  reimbursements.  Expenses for the quarter
ended June 30, 1997 were  $212,222 and  expenses for the quarter  ended June 30,
1998 were $206,812  representing a decrease in expenses of $5,410. This decrease
in  expenses  is a result of  decreases  in  repairs  and  maintenance  expenses
($9,018)  and  professional  services  expense  ($5,147),  partially  offset  by
increases in office expenses ($2,460) and vacancy expenses ($5,718).

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

                                                Occupancy levels as of June 30,
    Property                                      1998       1997       1996
    --------                                      ----       ----       ----

Oak Grove Commons                                  98%        93%        98%
Leawood Fountain Plaza (76%)                       94%        90%        93%


Occupancy at Oak Grove Commons  increased  during the second quarter from 89% to
98%.Two  tenants  signed new leases to occupy 12,599 square feet and two tenants
renewed  their leases for 18,584  square feet. At Oak Grove Commons there is one
major tenant who occupies  approximately  10% of the available  space on a lease
which expires in May 2003.

During the second quarter of 1998,  leasing  activity at Leawood  Fountain Plaza
resulted in an increase in occupancy from 90% to 94%. The Registrant  signed new
leases  with two tenants for 3,149  square  feet and two tenants  renewed  their
leases for 2,500 square feet.  The property has two major tenants  occupying 10%
and 11% of the available space on leases which expire in July 1999 and July 1998
respectively.  The tenant  whose lease  expired in July 1998 is working with the
Registrant  on a long term renewal and a minor  expansion  of their  space.  The
Registrant anticipates signing a new lease with this tenant in August 1998.





                                       -7-

<PAGE>



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

The  Registrant  believes  that  the  impact  of the year  2000  will not 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 has all its core products
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 critical to the
management  company's  business  are in process of being  updated  and the third
party vendor anticipates compliance by the end of 1998.

1998 Comparison
---------------

As of June 30,  1998,  the  Registrant's  consolidated  revenues for the quarter
ended and six  month  period  ended are  $458,425  and  $878,814,  respectively.
Revenues  decreased  $19,346  and $55,701  when  compared to the quarter and six
month period ended June 30, 1997.  The decrease in revenues can be  attributable
to significant  decreases in common area  maintenance/escalation  income at both
Oak Grove Commons and Leawood  Fountain  Plaza.  These  decreases were partially
offset by  increases  in rental  revenue at both Oak Grove  Commons  and Leawood
Fountain  Plaza, in addition to increases in  miscellaneous  income at Oak Grove
Commons.

Consolidated  expenses for the quarter ended June 30, 1998 and the quarter ended
June 30, 1997 are $388,458 and $415,696,  respectively. For the six month period
ended June 30, 1998 and the six month period  ended June 30, 1997,  consolidated
expenses are $740,372  and 811,669,  respectively.  The decrease in expenses for
the three month period in the amount of $27,238 can be attributable to decreases
in real estate tax expense ($18,633),  repairs and maintenance expense ($4,281),
payroll ($2,706),  and other operating expenses ($12,375).  These decreases were
partially  offset by an increase in vacancy expense of $10,303.  The decrease in
real  estate tax  expense is due to the  receipt of the actual 1997 tax bill for
Oak Grove Commons that was less than  anticipated.  The other operating  expense
decrease is primarily due to lower fire/crime  prevention costs. The decrease in
expenses for the six month  period in the amount of $71,297 can be  attributable
to  decreases  in  interest  expense  ($2,426),  depreciation  and  amortization
($8,061),  real estate taxes  ($15,194),  management fees ($3,649),  repairs and
maintenance   expenses  ($11,551),   professional  service  expenses  ($18,588),
cleaning ($1,874),  insurance ($1,850),  parking  lot/landscaping  ($2,391), and
other operating  expenses  ($22,877).  These decreases were partially  offset by
increases in utilities  ($8,304) and vacancy expense  ($8,649).  The majority of
the expense decreases were minimal, however the real estate tax expense decrease
is due to the lower actual tax bill mentioned above,  the  professional  service
decrease is  primarily  due to a decrease in  audit/tax  expense,  and the other
operating  expense  decrease can  primarily be  attributed  to lower  fire/crime
prevention and snow removal costs.


1997 Comparison
---------------

As of June 30,  1997,  the  Registrant's  consolidated  revenues for the quarter
ended and six  month  period  ended are  $477,771  and  $435,353,  respectively.
Revenues  increased  $42,418  and $85,653  when  compared to the quarter and six
month period ended June 30, 1996.  The increase in revenues can be  attributable
to  increases  in base rental  revenues  at both Oak Grove and Leawood  Fountain
Plaza.

Consolidated  expenses for the quarter ended June 30, 1997 and the quarter ended


                                       -8-

<PAGE>



June 30, 1996 are $415,696 and $368,322,  respectively. For the six month period
ended June 30, 1997 and the six month period  ended June 30, 1996,  consolidated
expenses are $811,669 and $757,004,  respectively.  The increase in expenses for
both the three and six month  periods can be  attributable  to  increases in the
following accounts: real estate tax expense, professional services, and fire and
crime   prevention,   partially   offset  by  decreases  in   depreciation   and
amortization,  utilities expense and other operating  expenses.  The real estate
tax  expense  increased  at Oak Grove  Commons due to the fact that in the prior
year, a one year reduction in taxes had been obtained due to low occupancy.


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 on Page 11


         (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:    August 14, 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-