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, 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, Missouri                  63102
------------------------------------------------       -------------------------
    (Address of principal executive offices)                    (Zip Code)

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

             7701 Forsyth Boulevard, Suite 700, St. Louis, MO 63105
--------------------------------------------------------------------------------
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,
                                                       1998          1997
ASSETS:                                             (Unaudited)
                                                   -----------   -----------

     Cash and Cash Equivalents                     $ 1,044,749   $   865,287
     Accounts receivable                                32,992       115,038
     Prepaid expenses and deposits                      13,116        10,520
     Investment property, at cost:
         Land                                        1,946,169     1,946,169
         Buildings and improvements                  8,459,569     8,447,027
                                                   -----------   -----------
                                                    10,405,738    10,393,196
         Less accumulated depreciation               4,816,351     4,731,841
                                                   -----------   -----------
                                                     5,589,387     5,661,355
     Deferred expenses - At amortized cost              63,935        61,295
                                                   -----------   -----------

                                                   $ 6,744,179   $ 6,713,495
                                                   ===========   ===========


LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses         $    29,311   $   108,209
     Accrued real estate taxes                         249,683       184,936
     Mortgage notes payable                          1,180,800     1,197,000
     Refundable tenant deposits                        112,577       120,017
                                                   -----------   -----------
                                                     1,572,371     1,610,162

Partners' Equity                                     5,171,808     5,103,333
                                                   -----------   -----------

                                                   $ 6,744,179   $ 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)
                                   -----------

                                                           Three Months Ended
                                                        March 31,      March 31,
                                                          1998           1997
                                                       ----------     ----------

REVENUES:
     Rental and other income                           $  415,066     $  451,460
     Interest                                               5,322          5,284
                                                       ----------     ----------
                                                          420,388        456,744

EXPENSES:
     Interest                                              28,111         28,936
     Depreciation and amortization                        107,277        118,775
     Real estate taxes                                     64,747         61,307
     Property management fees paid to
         Nooney Inc.                                       25,181         27,523
     Reimbursement to Nooney Inc. 
         for partnership management services
         and indirect expenses                              6,250          6,250
     Repairs & Maintenance                                 11,463         24,669
     Professional Services                                 11,701         32,441
     Utilities                                             26,811         17,060
     Cleaning                                              12,330         14,597
     Payroll                                               11,775          9,414
     Snow Removal                                          13,916         21,374
     Other operating expenses                              31,619         33,627
                                                       ----------     ----------
                                                          351,181        395,973
                                                       ----------     ----------

NET INCOME                                             $   68,475     $   60,771
                                                       ==========     ==========

NET INCOME PER LIMITED
     PARTNERSHIP UNIT                                  $     3.52     $     2.96
                                                       ==========     ==========

PARTNERS' EQUITY:
     Beginning of Period                               $5,103,333     $5,226,492
     Net Income                                            68,475         60,771
                                                       ----------     ----------

     End of Period                                     $5,171,808     $5,287,263
                                                       ==========     ==========



                 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,
                                                         1998           1997
                                                     -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income                                       $    68,475    $    60,771
    Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation and amortization                     107,277        118,775

    Changes in assets and liabilities:
       Decrease (Increase) in accounts receivable         82,046         (6,311)
       Increase in prepaid expenses                       (2,596)        (6,035)
       Increase in deferred assets                       (10,696)             0
       Decrease in accounts payable                      (78,898)       (31,445)
       Increase in accrued real estate taxes              64,747         61,307
       Decrease in refundable tenant deposits             (7,440)          (674)
                                                     -----------    -----------

           Total Adjustments                             154,440        135,617
                                                     -----------    -----------

       Net cash provided by operating activities         222,915        196,388
                                                     -----------    -----------


CASH FLOWS FROM INVESTING ACTIVITIES -
    Net additions to investment property                 (27,253)       (27,867)
                                                     -----------    -----------


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


NET INCREASE IN CASH AND CASH EQUIVALENTS                179,462        152,321

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

CASH AND CASH EQUIVALENTS, end of period             $ 1,044,749    $   949,546
                                                     ===========    ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for interest        28,111         28,936



                 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, 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.  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,  1998 and for all  periods  presented  have been made.  The results of
operations for the  three-month  period ended March 31, 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 months ended March 31,
1998 and 1997 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

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 March 31, 1998 is  $1,044,749  an  increase of $179,462  from
year end December  31,  1997.  During the first  quarter,  net cash  provided by
operating activities was $222,915.  Cash was used for tenant improvements in the
amount of $27,253 and payments on mortgage  notes  payable of $16,200.  With the
positive operating results,  the Registrant expects the properties to adequately
fund anticipated capital expenditures for the remainder of 1998. The anticipated
capital expenditures are as follows:

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

   Oak Grove Commons                    $276,533       $ 13,965       $290,498
   Leawood Fountain Plaza (76%)          129,517         19,304        148,821
                                        --------       --------       --------

                                        $406,050       $ 33,269       $439,319
                                        ========       ========       ========

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 the  replacement  of
carpeting  in  three  building  hallways,  sidewalk  replacement,  and  exterior
re-lighting.  At Oak Grove  Commons,  Other Capital  includes the  repavement of
exterior loading docks.

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

The results of operations for the Registrant's properties for the quarters ended
March  31,  1998 and 1997 are  detailed  in the  schedule  below.  Expenses  and
revenues of the Registrant are excluded.

                                    Oak Grove     Leawood Fountain
                                     Commons         Plaza (76%)
                                     -------         ----------
                   1998
                   ----
                 Revenues            $208,822         $210,867
                 Expenses             158,102          200,774
                                     --------         --------

                Net Income          $ 50,720         $ 10,093
                                     ========         ========

                   1997
                   ----
                 Revenues            $223,595         $235,123
                 Expenses             175,613          202,606
                                     --------         --------

                 Net Income          $ 47,982         $ 32,517
                                     ========         ========


                                       -6-

<PAGE>



Revenues  for the  quarters  ended March 31, 1998 and 1997 at Oak Grove  Commons
were $208,822 and $223,595 respectively.  The decrease in income is attributable
to the loss of rental  income  due to the  vacancy  of one  tenant in the fourth
quarter of 1997 that  previously  occupied 13,650 square feet. This decrease was
partially  offset by slight  increases  in  miscellaneous  income,  common  area
maintenance and tax income.  Expenses at Oak Grove Commons  decreased $17,511 or
10% from the quarter ended March 31, 1998 as compared to the quarter ended March
31, 1997.  The decrease in expenses is  primarily  attributable  to decreases in
snow removal costs ($5,681) and amortization expense ($11,162).  The decrease in
amortization is due to the amount of fully-amortized  assets increasing over the
past year.

At Leawood Fountain Plaza, revenues decreased $24,256 when comparing the quarter
ended 1998 to 1997.  The decrease in revenue can be  attributed to a decrease in
escalation income  ($24,895).  This decrease is due to refunds issued to tenants
during 1st quarter 1998 for over payments of escalation  made in 1997.  Expenses
decreased  a nominal  amount when  comparing  1997 to 1998.  Operating  expenses
decreased in the areas of cleaning, security, repairs and maintenance,  fuel/gas
and snow removal, offset by an increase in electric expense.

The occupancy levels at the Registrant's  properties during the first quarter of
1998 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                                     1998        1997        1996
     --------                                     ----        ----        ----

Oak Grove Commons                                  89%        100%        100%
Leawood Fountain Plaza (76%)                       90%         88%         91%

Occupancy  at Oak Grove  Commons  increased  to 89% during the first  quarter of
1998.  Leasing activity  consisted of three new tenants  occupying 15,365 square
feet.  One  tenant  renewing  its  lease for 3,395  square  feet and one  tenant
vacating 11,049 square feet. Oak Grove Commons has no tenant occupying more than
10% of the available space.

During the first quarter of 1998,  occupancy at Leawood Fountain Plaza increased
to 90%. Leasing activity  consisted of two tenants  occupying 1,140 square feet.
There was no other  leasing  activity.  Interest  in  leasing  space at  Leawood
Fountain  Plaza  has  been  strong  and  the  Registrant  anticipates  occupancy
increasing  during the second quarter.  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.  The  Registrant  has been in
ongoing  negotiations  with the  tenant  whose  lease  expires  in July 1998 and
anticipates executing a renewal document during the second quarter.

Results of consolidated Operations 1998
---------------------------------------

As of March 31, 1998, the  Registrant's  consolidated  revenues are $420,388,  a
decrease of $36,356  when  compared to quarter  ended  March 31,  1997.  This 8%
decrease in revenues  can be  attributed  to decreases in base rent at Oak Grove
Commons and decreases in escalation at Leawood Fountain Plaza,  partially offset
by increases in miscellaneous, common area maintenance and tax income.


                                       -7-

<PAGE>



Consolidated  expenses  for the  quarters  ending  March  31,  1998 and 1997 are
$351,181  and  $395,973  respectively.  This 11%  decrease  in  expenses  can be
attributed  to decreases in snow removal and  amortization  expense at Oak Grove
Commons and decreases in cleaning, security, repairs & maintenance, gas and snow
removal at Leawood Fountain Plaza, which were partially offset by an increase in
electrical expense.

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.


Inflation
---------

The effects of inflation  did not have a material  impact upon the  Registrant's
operation  in  fiscal  l997  and are  not  expected  to  materially  affect  the
Registrant's operation in l998.


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


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


                                   By:   /s/ Patricia A. Nooney
                                          -----------------------------------
                                          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-