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, 1999
                               -------------------------------------------------

                                       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
                                                   -----------------------------

--------------------------------------------------------------------------------
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,
                                                        1999            1998
                                                     (Unaudited)
                                                     -----------    ------------
ASSETS:

     Cash and Cash Equivalents                       $   950,655    $   804,739
     Accounts receivable                                  92,493         97,104
     Prepaid expenses and deposits                         6,074         12,332
     Investment property, at cost:
         Land                                          1,946,169      1,946,169
         Buildings and improvements                    8,612,222      8,601,373
                                                     -----------    -----------
                                                      10,558,391     10,547,542
         Less accumulated depreciation                 5,089,771      5,010,424
                                                     -----------    -----------
                                                       5,468,620      5,537,118
     Deferred expenses - At amortized cost               106,693        111,293
                                                     -----------    -----------

                                                     $ 6,624,535    $ 6,562,586
                                                     ===========    ===========


LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses           $    80,359    $   186,291
     Accrued real estate taxes                           241,965        180,361
     Mortgage notes payable                            1,142,101      1,149,701
     Refundable tenant deposits                          137,319        131,577
                                                     -----------    -----------
                                                       1,601,744      1,647,930

Partners' Equity                                       5,022,791      4,914,656
                                                     -----------    -----------

                                                     $ 6,624,535    $ 6,562,586
                                                     ===========    ===========




                 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,
                                                           1999          1998
                                                         ---------     ---------

REVENUES:
     Rental and other income                            $  499,862    $  415,066
     Interest                                                    4         5,322
                                                        ----------    ----------
                                                           499,866       420,388

EXPENSES:
     Interest                                               23,328        28,111
     Depreciation and amortization                         101,198       107,277
     Real estate taxes                                      61,605        64,747
     Property management fees paid to
         Nooney Inc.                                        29,918        25,181
     Reimbursement to Nooney Inc. 
         for partnership management services
         and indirect expenses                               6,250         6,250
     Repairs & Maintenance                                  24,813        11,463
     Professional Services                                  19,624        11,701
     Utilities                                              27,263        26,811
     Cleaning                                               12,095        12,330
     Payroll                                                16,751        11,775
     Snow Removal                                           18,435        13,916
     Insurance                                              12,762         9,338
     Other operating expenses                               37,689        23,013
                                                        ----------    ----------
                                                           391,731       351,913
                                                        ----------    ----------

NET INCOME                                              $  108,135    $   68,475
                                                        ==========    ==========

NET INCOME PER LIMITED
     PARTNERSHIP UNIT                                   $     5.93    $     3.52
                                                        ==========    ==========

PARTNERS' EQUITY:
     Beginning of Period                                $4,914,656    $5,103,333
     Net Income                                            108,135        68,475
                                                        ----------    ----------

     End of Period                                      $5,022,791    $5,171,808
                                                        ==========    ==========


                 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,
                                                           1999         1998
                                                        ---------     ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income                                        $   108,135   $    68,475
    Adjustments to reconcile net income to net 
    cash provided by operating activities:
       Depreciation and amortization                      101,198       107,277

    Changes in assets and liabilities:
       Decrease in accounts receivable                      4,611        82,046
       Decrease (Increase) in prepaid expenses              6,258        (2,596)
       Increase in deferred assets                         (5,367)      (10,696)
       Decrease in accounts payable                      (105,932)      (78,898)
       Increase in accrued real estate taxes               61,604        64,747
       Increase (Decrease) in refundable tenant 
         deposits                                           5,742        (7,440)
                                                      -----------   -----------

           Total Adjustments                               68,114       154,440
                                                      -----------   -----------

       Net cash provided by operating activities          176,249       222,915
                                                      -----------   -----------


CASH FLOWS FROM INVESTING ACTIVITIES -
    Net additions to investment property                  (22,733)      (27,253)
                                                      -----------   -----------


CASH FLOWS FROM FINANCING ACTIVITIES -
    Payments on mortgage notes payable                     (7,600)      (16,200)
                                                      -----------   -----------


NET INCREASE IN CASH AND CASH EQUIVALENTS                 145,916       179,462

CASH AND CASH EQUIVALENTS, beginning of period            804,739       865,287
                                                      -----------   -----------

CASH AND CASH EQUIVALENTS, end of period              $   950,655   $ 1,044,749
                                                      ===========   ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for interest         23,328        28,111



                 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, 1999 AND 1998
                   ------------------------------------------

NOTE A:

Refer  to the  Registrant's  financial  statements  for the  fiscal  year  ended
December 31, 1998, 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,  1999 and for all  periods  presented  have been made.  The results of
operations for the  three-month  period ended March 31, 1999 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,
1999 and 1998 was  computed  on 15,180  units,  the number of units  outstanding
during the periods.

NOTE E:

The  Registrant has no items of other  comprehensive  income,  accordingly,  net
income and other comprehensive income are the same.






                                       -5-

<PAGE>



NOTE F:

The Partnership has two reportable  operating  segments:  Leawood Fountain Plaza
and Oak Grove Commons.  The Partnership's  management  evaluates  performance of
each  segment  based on profit  or loss from  operations  before  allocation  of
property   writedowns,   general  and  administrative   expenses,   unusual  and
extraordinary items, and interest.




                                                          Three Months Ended
                                                      March 31,        March 31,
                                                        1999             1998
(In thousands)                                          ----             ----

Revenues:
    Leawood Fountain Plaza (76%)                     $  266,984       $  210,867
    Oak Grove Commons                                   231,658          208,822
                                                     ----------       ----------
                                                        498,642          419,689
                                                     ==========       ==========

Operating Profit:
    Leawood Fountain Plaza (76%)                     $   50,258       $   10,093
    Oak Grove Commons                                    58,854           50,720
                                                     ----------       ----------
                                                        109,112           60,813
                                                     ==========       ==========

Capital Expenditures:
    Leawood Fountain Plaza (76%)                     $   13,174       $    8,937
    Oak Grove Commons                                     9,559           18,316
                                                     ----------       ----------
                                                         22,733           27,253
                                                     ==========       ==========

Depreciation and Amortization:
    Leawood Fountain Plaza (76%)                     $   75,653       $   72,708
    Oak Grove Commons                                    56,910           60,167
                                                     ----------       ----------
                                                        132,563          132,875
                                                     ==========       ==========

Assets:
    Leawood Fountain Plaza (76%)                     $  511,476       $  298,464
    Oak Grove Commons                                 3,805,900        3,677,753
                                                     ----------       ----------
                                                      4,317,376        3,976,217
                                                     ==========       ==========












                                       -6-

<PAGE>




Reconciliation of segment data to the Partnership's consolidated data follow:

                                                         Three Months Ended
                                                      March 31,       March 31,
                                                        1999            1998
                                                        ----            ----

Revenues:
    Segments                                        $   498,642     $   419,689
    Corporate and other                                   1,224             699
                                                    -----------     -----------
                                                        499,866         420,388
                                                    ===========     ===========


Operating profit:
    Segments                                        $   109,112     $    60,813
    Corporate and other income                            1,224             699
    General and administrative expenses                  (2,201)          6,963
                                                    -----------     -----------
                                                        108,135          68,475
                                                    ===========     ===========


Depreciation and Amortization
    Segments                                        $   132,563     $   132,875
    Corporate and other                                 (31,365)        (25,598)
                                                    -----------     -----------
                                                        101,198         107,277
                                                    ===========     ===========


Assets:
    Segments                                        $ 4,317,376     $ 3,976,217
    Corporate and other                               2,307,159       2,767,963
                                                    -----------     -----------
                                                      6,624,535       6,744,180
                                                    ===========     ===========






                                       -7-

<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, 1999 is $950,655 an increase of $145,916  from year
end December 31, 1998. During the first quarter,  net cash provided by operating
activities was $176,249. Cash was used for payments on mortgage notes payable in
the amount of $7,600 and capital  additions  were made in the amount of $22,733.
The Registrant  expects cashflow and cash on hand to adequately fund anticipated
capital  expenditures  for  the  remainder  of  1999.  The  anticipated  capital
expenditures are as follows:

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

     Oak Grove Commons                 $ 59,327        $ 30,000        $ 89,327
     Leawood Fountain Plaza (76%)       132,722          66,570         199,292
                                       --------        --------        --------

                                       $192,049        $ 96,570        $288,619
                                       ========        ========        ========

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,  parking  lot  overlay,  and  exterior
re-lighting.  At Oak Grove Commons,  Other Capital  includes the  replacement of
exterior shingles and extensive drain repairs.

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

The results of operations for the Registrant's properties for the quarters ended
March  31,  1999 and 1998 are  detailed  in the  schedule  below.  Expenses  and
revenues of the Registrant are excluded.

                                                Oak Grove      Leawood Fountain
                                                 Commons          Plaza (76%)
                                                 -------          -----------
         1999
         ----
     Revenues                                    $231,658          $266,985
     Expenses                                     172,804           216,727
                                                 --------          --------

     Net Income                                  $ 58,854          $ 50,258
                                                 ========          ========

         1998
         ----
     Revenues                                    $208,822          $210,867
     Expenses                                     158,102           200,774
                                                 --------          --------

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


                                       -8-

<PAGE>



Revenues  for the  quarters  ended March 31, 1999 and 1998 at Oak Grove  Commons
were $231,658 and $208,822,  respectively.  The increase in income of $22,836 is
attributable  to the  increase  in rental  income  ($30,856)  due to the  higher
occupancy level than that of prior year.  This increase was partially  offset by
decreases in miscellaneous  income ($4,113) and common area  maintenance  income
($3,907). Expenses at Oak Grove Commons increased $14,702 from the quarter ended
March 31, 1999 as compared to the quarter ended March 31, 1998.  The increase in
expenses is primarily  attributable to increases in snow removal costs ($8,383),
fire and crime prevention expenses ($5,000),  payroll ($1,838),  vacancy related
expenses ($2,510),  and other operating expenses ($5,011).  These increases were
partially  offset by decreases  in interest  expense  ($4,783) and  amortization
expense ($3,257). The increase in snow removal is attributable to severe weather
conditions in first quarter 1999.

At Leawood Fountain Plaza, revenues increased $56,118 when comparing the quarter
ended 1999 to 1998.  The increase in revenue can be  attributed  to increases in
escalation  income  ($12,511)  and rental  income  ($43,607).  The  increase  in
escalation  income is due to refunds  issued to tenants  during 1st quarter 1998
for over payments of escalation  made in 1997.  There were no refunds  issued in
1st quarter 1999 that related to 1998 payments.  Expenses increased $15,953 when
comparing  1999 to 1998. The increase in expenses is primarily  attributable  to
increases in repairs and maintenance related expenses ($13,441), management fees
($3,368),  depreciation and amortization  ($2,946),  payroll ($3,138), and other
operating expenses ($920). These increases were partially offset by decreases in
real estate tax expense  ($3,996)  and snow  removal  ($3,864).  The increase in
repairs and maintenance  expenses is mainly due to necessary heating ventilation
and air-conditioning repairs and replacements.

The occupancy levels at the Registrant's  properties during the first quarter of
1999 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                                 1999        1998       1997
         --------                                 ----        ----       ----

Oak Grove Commons                                 97%         89%        100%
Leawood Fountain Plaza (76%)                      98%         90%         88%

Occupancy  at Oak Grove  Commons  increased  to 97% during the first  quarter of
1999. Leasing activity consisted of two new tenants occupying 4,629 square feet.
Two tenants  renewing their leases for 8,383 square feet and one tenant vacating
1,629 square feet. The Registrant  has signed a new lease  effective  April 1999
for 4,150 of the current  available  vacant space.  This lease,  once commenced,
will result in 100% occupancy for the property.  Oak Grove Commons has no tenant
occupying more than 10% of the available space.

During the first quarter of 1999,  occupancy at Leawood Fountain Plaza increased
to 98%. Leasing activity  consisted of one new tenant occupying 737 square feet.
There was no other leasing activity.  The property has two major tenants, one of
whom occupies 14% of the available space whose lease expires in October 2001 and
a second  major  tenant who  occupies  10% of the  available  space  whose lease
expires in July 1999. The Registrant is currently  working with the tenant whose
lease expires in July 1999 and anticipates a long term renewal.


                                       -9-

<PAGE>



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

Information Technology Systems
------------------------------

The Registrant  utilizes  computer  software for its corporate and real property
accounting  records  and to prepare  its  financial  statements,  as well as for
internal  accounting  purposes.  The  vendor of the  Registrant's  software  has
informed the Registrant that it is Year 2000 compliant.  The Registrant believes
after reasonable  investigation that its information technology hardware is Year
2000  compliant.  However,  in the event that such  systems  should  fail,  as a
contingency plan, the Registrant could prepare all required  accounting  entries
manually, without incurring material additional operating expenses.

Non-Information Technology Systems
----------------------------------

At the request of the  Registrant,  its property  managers have completed  their
review of the major  date-sensitive  non-information  technology systems such as
elevators,  heating, ventilation, air conditioning and cooling ("HVAC") systems,
locks, and other like systems in the Registrant's properties and have determined
that  such  systems  are  materially  Year  2000  compliant.   In  some  of  the
Registrant's  properties,  its property  managers  have utilized the services of
third-party consultants in making this determination, while in other properties,
the property managers have internally made such  determinations.  The Registrant
does separately track the internal costs incurred for its Year 2000 project. The
Registrant  does not  believe  that the Year 2000  issue  will pose  significant
problems to the Registrant's  Information technology systems and non-Information
technology systems, or that resolution of any potential problems with respect to
such systems will have a material effect on the Registrant's financial condition
or results of operations.

Material Third Parties' Systems Failures
----------------------------------------

The most reasonable likely worst case scenario facing the Registrant as a result
of the Year 2000 problem  would be the inability of its tenants to pay rent as a
result of a breakdown in such tenants' (or other financial  service  providers')
computer  or the  refusal  of such  tenants to pay their rent as a result of the
Registrant's  inability to provide  services due to  non-Information  technology
systems failure. Failure in a tenant's computer systems may cause delays in such
tenant's  ability to process  its  accounting  records  and to make  timely rent
payments.  However, any such delays in rent payments,  whether caused by systems
failure of tenant, property manager or a combination of the two, should not have
a  materially  adverse  effect  on  the  Registrant's  business  or  results  of
operations.

Risks
-----

While delays  caused by the failure of the  tenants' or the  property  managers'
accounting or supply systems would likely not adversely  affect the Registrant's
business or results of operations,   non-Information  technology systems failure
in the  Registrants's  properties  could lead to tenants  attempting to withhold
their rent payments,  which could  materially  adversely effect the Registrant's
business,  results  of  operations  and  financial  conditions  as a  result  of
increased  legal costs.  The  Registrant  believes that such material  effect is
primarily limited to items of a utility nature furnished by third parties to the
Registrant  and a wide universe of other  customers.  Included are such items as
electricity,  natural gas,  telephone  service,  and water, all of which are not
readily  susceptible to alternate  sources and which in all likelihood should be

                                      -10-

<PAGE>



available in some form. The Registrant has been unable to obtain assurances from
such  utility  companies as to their Year 2000  compliance,  and does not expect
that such assurances will be forthcoming.

Such  non-Information  technology systems failure could force tenants to use the
stairs in such  properties,  rather  than the  elevators.  However,  none of the
properties  owned  by the  Registrant  is a  high-rise  building  where  such an
elevator  failure could cause a material adverse effect to the operations of its
tenants, although such failure could make it impossible for any disabled tenants
or any disabled  customers to access such  properties.  Moreover,  as previously
discussed,  the  Registrant  may  suffer  adverse  effects  in  its  results  of
operations and financial condition as a result of utility or HVAC failures,  for
example.  Such events could lead the tenants of the Registrant to withhold rent,
in the event that the Registrant's  properties are not usable for their intended
purposes.  The Registrant does not believe that rent abatement would be a lawful
tenant remedy for short term obligations unless such failure extend for a period
of 30 consecutive  days.  The Registrant  intends to pursue its remedies for any
such breach of its rent  obligations by a Tenant  expeditiously  and to the full
extend permitted by law.

Results of Consolidated Operations 1999
---------------------------------------

As of March 31, 1999, the Registrant's  consolidated  revenues are $499,866,  an
increase of $79,478 when compared to quarter ended March 31, 1998. This increase
in revenues can be  attributable  to increases in rental  revenue  ($80,641) and
escalation revenue ($12,511).  The increase in rental revenue is attributable to
the higher  occupancy  levels at both Oak Grove  Commons  and  Leawood  Fountain
Plaza.  The increase in escalation is due to events at Leawood Fountain Plaza as
mentioned in the property  comparisons.  The  increased  revenues were offset by
decreases   in   miscellaneous   income   ($4,449),   common  area   maintenance
reimbursements ($3,907), and interest income ($5,318).

Consolidated  expenses  for the  quarters  ended  March  31,  1999  and 1998 are
$391,731 and  $351,913,  respectively.  This  resulted in an increase of $39,818
from that of prior year. The increase in expenses can primarily be attributed to
increases in management fees ($4,737),  repairs and maintenance related expenses
($13,350),  professional  services  ($7,923),  payroll  ($4,976),  snow  removal
($4,519),  insurance  ($3,424),  and other operating expenses  ($14,676).  These
increases  were  partially  offset by  decreases in interest  expense  ($4,783),
depreciation and amortization  ($6,079),  and real estate tax expense  ($3,142).
The  increase in other  operating  expenses  can be  attributed  to increases in
promotional,  vacancy,  fire and  crime  prevention,  and  common  area  related
expenses at both properties.  The increase in professional fees is due to annual
audit fees.  The  increase  in repairs  and  maintenance  related  expenses  was
primarily due to heating,  ventilation,  and air-conditioning costs as mentioned
in the  property  comparisons.  The  increase  in snow  removal is due to a more
severe winter  during the first quarter of 1999 when compared to 1998.  Interest
expense decreased due to a lower balance of long term debt outstanding.

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.

                                      -11-

<PAGE>



Consolidated  expenses  for the  quarters  ending  March  31,  1998 and 1997 are
$351,913  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.



Inflation
---------

The effects of inflation  did not have a material  impact upon the  Registrant's
operation  in  fiscal  1998  and are  not  expected  to  materially  affect  the
Registrant's operation in 1999.

                                      -12-

<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 14, 1999               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



                                      -13-

<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)

                                      -14-