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, 1997
                               -------------------------------------------------

                                       OR



___      TRANSITION REPORT  PURSUANT TO  SECTION 13  OR 15(d) OF THE  SECURITIES
         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


                                                  June 30,        December 31,
                                                    1997             1996
ASSETS:                                         (Unaudited)
                                               ------------      ------------

     Cash and Cash Equivalents                 $    878,943      $    797,225
     Accounts receivable                            205,970           175,325
     Prepaid expenses and deposits                   18,229            10,821
     Investment property, at cost:
         Land                                     1,946,169         1,946,169
         Buildings and improvements               8,297,806         8,304,934
                                               ------------      ------------
                                                 10,243,975        10,251,103
         Less accumulated depreciation           (4,560,532)       (4,415,352)
                                               ------------      ------------
                                                  5,683,443         5,835,751
     Deferred expenses - At amortized cost           46,909            64,244
                                               ------------      ------------

                                               $  6,833,494      $  6,883,366
                                               ============      ============


LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses     $     58,498      $    109,505
     Accrued real estate taxes                      187,914           170,698
     Mortgage notes payable                       1,229,400         1,261,800
     Refundable tenant deposits                     113,774           114,871
                                               ------------      ------------
                                               $  1,589,586      $  1,656,874

Partners' Equity                                  5,243,908         5,226,492
                                               ------------      ------------

                                               $  6,833,494      $  6,883,366
                                               ============      ============


                 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           Six Months Ended
                                                 June 30,      June 30,      June 30,      June 30,
                                                   1997          1996          1997          1996
                                               -----------   -----------   -----------   -----------
<S>                                            <C>           <C>           <C>           <C>
REVENUES:
     Rental and other income                   $   471,783   $   429,985   $   923,243   $   839,750
     Interest                                        5,988         5,368        11,272         9,112
                                               -----------   -----------   -----------   -----------
                                                   477,771       435,353       934,515       848,862

EXPENSES:
     Interest                                       29,697        30,394        58,633        61,470
     Depreciation and amortization                 110,190       116,145       228,965       234,290
     Real estate taxes                              83,380        54,377       144,687       105,821
     Property management fees paid to
         Nooney Krombach Company                    28,537        26,255        56,060        51,318
     Reimbursement to Nooney Krombach Company
         for partnership management services
         and indirect expenses                       6,250         6,250        12,500        12,500
     Repairs & Maintenance                          21,441        22,111        40,174        38,255
     Professional Services                          21,457         2,598        53,898        41,568
     Utilities                                      26,960        30,991        44,020        60,461
     Cleaning                                       14,065        17,157        28,662        28,450
     Payroll                                        13,252        11,164        22,666        24,178
     Fire/Crime Prevention                          18,430         2,874        22,677         5,531
     Insurance                                       9,538        10,047        19,023        19,820
     Parking Lot/Landscaping                        12,058        13,927        17,991        17,518
     Other operating expenses                       20,441        24,032        61,713        55,824
                                               -----------   -----------   -----------   -----------

                                                   415,696       368,322       811,669       757,004
                                               -----------   -----------   -----------   -----------

NET INCOME                                     $    62,075   $    67,031   $   122,846   $    91,858
                                               ===========   ===========   ===========   ===========
NET INCOME PER LIMITED
     PARTNERSHIP UNIT                          $      3.72   $      3.68   $      6.69   $      5.30
                                               ===========   ===========   ===========   ===========

PARTNERS' EQUITY:
     Beginning of Period                       $ 5,287,263   $ 5,392,316   $ 5,226,492   $ 5,367,489
     Cash distributions to partners               (105,430)     (105,431)     (105,430)     (105,431)
     Net Income                                     62,075        67,031       122,846        91,858
                                               -----------   -----------   -----------   -----------

     End of Period                             $ 5,243,908   $ 5,353,916   $ 5,243,908   $ 5,353,916
                                               ===========   ===========   ===========   ===========

</TABLE>
                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                       -3-

<PAGE>



                          NOONEY INCOME FUND LTD., L.P.

                             (A LIMITED PARTNERSHIP)

                             STATEMENTS OF CASH FLOW

                                   (UNAUDITED)

                                                             Six Months Ended
                                                           June 30,     June 30,
                                                             1997        1996
                                                          ---------   ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income                                            $ 122,846   $  91,858
    Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation and amortization                        228,965     234,290

    Changes in assets and liabilities:
       Increase in accounts receivable                      (30,645)    (10,691)
       Increase in prepaid expenses and deposits             (7,408)     (9,232)
       Increase in deferred assets                           (3,445)     (2,129)
       Decrease in accounts payable and accrued expenses    (51,007)    (24,467)
       Increase (Decrease) in accrued real estate taxes      17,216        (431)
       (Decrease) Increase in refundable tenant deposits     (1,097)      2,929
                                                          ---------   ---------

           Total Adjustments                                152,579     190,269
                                                          ---------   ---------

       Net cash provided by operating activities            275,425     282,127
                                                          ---------   ---------

CASH FLOWS FROM INVESTING ACTIVITIES -
    Net additions to investment property                    (55,877)     22,971
                                                          ---------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES -
    Cash distributions to partners                         (105,430)   (105,431)
    Payments on mortgage notes payable                      (32,400)    (32,400)
                                                          ---------   ---------

    Net cash from financing activities                     (137,830)   (137,831)

NET INCREASE IN CASH AND CASH EQUIVALENTS                    81,718     167,267

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

CASH AND CASH EQUIVALENTS, end of period                  $ 878,943   $ 824,171
                                                          =========   =========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for interest        $  58,633   $  61,470
                                                          =========   =========


                 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, 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  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,  1997 and for all  periods  presented  have been made.  The  results of
operations  for the three and six month  periods  ended June 30,  1997,  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  Krombach  Company,   a
wholly-owned  subsidiary of Nooney Company.  Certain individual general partners
and a corporate  general partner 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 and six ended
June 30,  1997 and 1996 was  computed  on  15,180  units,  the  number  of units
outstanding during the periods.

                                       -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, 1997 is  $878,943,  an increase of $81,718  from the
year ended  December 31, 1996. The increase in cash can be  attributable  to the
positive  cash flows  produced by Oak Grove Commons and Leawood  Fountain  Plaza
during the first and second quarters.  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:

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

    Oak Grove Commons                $119,982         $ 86,591       $206,573
    Leawood Fountain Plaza (76%)       10,640           40,582         51,222
                                     --------         --------       --------

                                     $130,622         $127,173       $257,795
                                     ========         ========       ========

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  parking  lot repairs and
structural repairs to one end of the building. Other Capital at Leawood Fountain
Plaza  includes  sidewalk and curb  replacement  as well as  renovations  to the
second floor restrooms.

Results of Property Operations

The results of operations for the Registrant's properties for the quarters ended
June 30, 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           $241,638         $233,971
                  Expenses            198,443          212,222
                                     --------         --------
                  Net Income         $ 43,195         $ 21,749
                                     ========         ========

                    1996
                    ----
                  Revenues           $216,809         $220,778
                  Expenses            158,893          219,899
                                     --------         --------
                  Net Income         $ 57,916         $    879
                                     ========         ========

                                       -6-

<PAGE>




For the quarter  ended June 30, 1997 and 1996,  Oak Grove Commons had net income
of $43,195 and $57,916,  respectively.  This  represents a decrease in income of
$14,7721  Revenues  increased  $24,829 when comparing the quarter ended June 30,
1997 to the  quarter  ended June 30,  1996,  due to an  increase  in common area
maintenance  reimbursement income of $31,063,  partially offset by a decrease in
rental  income of $5,498.  Expenses at Oak Grove  Commons were  $198,443 for the
quarter  ended June 30, 1997 and $158,893  for the quarter  ended June 30, 1996.
The  increase in expenses of $39,550 can be  attributable  to  increases  in the
following  accounts:  fire and crime  prevention  ($17,064)  real  estate  taxes
($19,572), administrative expenses ($2,533) and vacancy expense ($3,663).

At Leawood  Fountain Plaza,  net income increase from $879 for the quarter ended
June 30, 1996 to $21,749 for the quarter  ended June 30, 1997.  This increase in
net income of $20,870 can be  attributable  to an increase in escalation  income
($11,426)  and rental income  ($2,384).  Expenses for the quarter ended June 30,
1996 were  $219,899  and  expenses  for the  quarter  ended  June 30,  1997 were
$212,222 representing a decrease in expenses of $7,677. This overall decrease in
expenses is a result of a decrease in cleaning ($3,092), extermination ($4,638),
parking  lot   landscaping   ($2,295),   repairs  and  maintenance  of  heating,
ventilation  and  air  conditioning   ($3,838)  and  vacancy  expense  ($3,133),
partially offset by increases in repairs and maintenance  building  ($4,835) and
real estate tax expense ($9,432).

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

                                   Occupancy levels as of June 30,
                                   -------------------------------
         Property                    1997       1996        1995
         --------                    ----       ----        ----

Oak Grove Commons                    93%         98%         95%
Leawood Fountain Plaza (76%)         90%         93%         93%

Occupancy at Oak Grove Commons during the second quarter  decreased from 100% to
93% due to the move-out of three tenants occupying a total of 9,898 square feet.
The property did not have any new or renewal  leases during the quarter.  At Oak
Grove  Commons  there is one major  tenant  occupying  approximately  10% of the
available space with a lease which expires in December 1997.

During the second quarter of 1997,  leasing  activity at Leawood  Fountain Plaza
resulted in an increase in occupancy of 2% ending at 90%. The Registrant  signed
three new leases for 2,003  square feet and renewed one tenant for 1,613  square
feet. No tenants vacated during the quarter.  This property has one major tenant
that leases  approximately 10% of the available space with a lease which expires
in July 1999.

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.

                                       -7-

<PAGE>



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

1996 Comparison

As of June 30,  1996,  the  Registrant's  consolidated  revenues for the quarter
ended and six  month  period  ended are  $435,353  and  $848,862,  respectively.
Revenues  increase of $40,894 and $47,555 when compared to quarter and six month
period  ended June 30,  1995.  The  increase in revenues  can be  attributed  to
increases in rental income at both Oak Grove Commons and Leawood Fountain Plaza.
Oak Grove Commons rental income  increased due to higher average  occupancy when
comparing  first and second  quarter  1996 to 1995.  At Leawood  Fountain  Plaza
rental income  increase  relates to lease rate increases the Registrant has been
able to obtain when  renewing and  underwriting  new leases.  Additionally,  the
property  had an  increase  in expense  recovery  income  which was caused by an
increase in expenses  from 1994 and 1995.  Even though  operating  expenses have
slightly decreased in 1996 when compared to 1995, the estimated expense recovery
payments are based on 1995 actual expenses.

Consolidated  expenses for the quarter ended June 30, 1996 and 1995 are $368,322
and  $384,382,  respectively.  For the six month periods ended June 30, 1996 and
1995 consolidated expenses are $757,004 and $773,438, respectively. The decrease
in  consolidated  expenses for both the quarter ended and six month period ended
can be  attributed  to  decreases in  depreciation  and  amortization  and other
operating  expenses offset by an increase in real estate taxes.  The decrease in
depreciation and amortization  relates to certain capital expenditures for lease
commissions  that have become fully  amortized.  The decrease in other operating
expenses is  attributable  to  decreases  in  professional  services  ($13,710),
painting and  decorating  ($5,119)  and parking lot  maintenance  ($5,452).  The
increase in real estate taxes is  attributable to assessment and rate changes at
Oak Grove Commons.

Inflation

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

                                       -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

              On June 23, 1997, the Registrant  filed a report on Form 8-K which
              reported an Item 5, Other Events.


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


                             PAN, INC.

                             By: /S/ Patricia A. Nooney
                                 ---------------------------
                                 Patricia A. Nooney
                                 President


                             NOONEY INCOME INVESTMENTS, INC.


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

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