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              September 30, 1997
                               -------------------------------------------------

                                       OR

___      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________to_________________________


                         Commission file number 0-13241
                                                -------

                         NOONEY INCOME FUND LTD., L.P.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

          Missouri                                             43-1302570
-------------------------------                        -------------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

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

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

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

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

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

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

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS:
Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by Sections  12, 13, or 15 (d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes ___ No ___

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



<PAGE>



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

                          NOONEY INCOME FUND LTD., L.P.

                             (A LIMITED PARTNERSHIP)

                                 BALANCE SHEETS


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

     Cash and Cash Equivalents                 $    894,940      $    797,225
     Accounts receivable                            131,497           175,325
     Prepaid expenses and deposits                   14,335            10,821
     Investment property, at cost:
         Land                                     1,946,169         1,946,169
         Buildings and improvements               8,375,027         8,304,934
                                               ------------      ------------
                                                 10,321,196        10,251,103
         Less accumulated depreciation           (4,642,341)       (4,415,352)
                                               ------------      ------------
                                                  5,678,855         5,835,751
     Deferred expenses - At amortized cost           41,381            64,244
                                               ------------      ------------

                                               $  6,761,008      $  6,883,366
                                               ============      ============


LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses     $     21,378      $    109,505
     Accrued real estate taxes                      194,957           170,698
     Mortgage notes payable                       1,213,200         1,261,800
     Refundable tenant deposits                     116,080           114,871
                                               ------------      ------------
                                               $  1,545,615      $  1,656,874

Partners' Equity                                  5,215,393         5,226,492
                                               ------------      ------------

                                               $  6,761,008      $  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          Nine Months Ended
                                                 Sept. 30,    Sept. 30,     Sept. 30,     Sept. 30,
                                                   1997         1996          1997          1996
                                               -----------   -----------   -----------   -----------
<S>                                            <C>           <C>           <C>           <C>
REVENUES:
     Rental and other income                   $   443,293   $   409,423   $ 1,366,536   $ 1,249,174
     Interest                                        5,754         5,307        17,026        14,420
                                               -----------   -----------   -----------   -----------
                                                   449,047       414,730     1,383,562     1,263,594

EXPENSES:
     Interest                                       29,596        30,338        88,229        91,808
     Depreciation and amortization                 105,486       121,516       334,451       355,807
     Real estate taxes                              64,986        51,875       209,673       157,696
     Property management fees paid to
         Nooney Krombach Company                    26,650        25,079        82,710        76,397
     Reimbursement to Nooney Krombach Company
         for partnership management services
         and indirect expenses                       6,250         6,250        18,750        18,750
     Repairs & maintenance                          18,435        17,206        58,609        55,461
     Professional services                          17,617         3,592        71,515        45,160
     Utilities                                      35,827        35,179        79,847        95,641
     Cleaning                                       12,301        13,877        40,963        42,327
     Payroll                                        11,682        12,778        34,348        36,956
     Insurance                                       9,538        10,165        28,561        29,985
     Parking lot/Landscaping                        14,556        54,196        32,547        71,714
     Other operating expenses                       19,208        55,462       103,598       116,818
                                               -----------   -----------   -----------   -----------

                                                   372,132       437,513     1,183,801     1,194,520
                                               -----------   -----------   -----------   -----------

NET INCOME (LOSS)                              $    76,915   $   (22,783)  $   199,761   $    69,074
                                               ===========   ===========   ===========   ===========
NET INCOME (LOSS) PER LIMITED
     PARTNERSHIP UNIT                          $      4.65   $     (1.48)  $     11.34   $      3.82
                                               ===========   ===========   ===========   ===========

PARTNERS' EQUITY:
     Beginning of Period                       $ 5,243,908   $ 5,353,916   $ 5,226,492   $ 5,367,489
     Cash distributions to partners               (105,430)            0      (210,860)     (105,430)
     Net Income (Loss)                              76,915       (22,783)      199,761        69,074
                                               -----------   -----------   -----------   -----------

     End of Period                             $ 5,215,393   $ 5,331,133   $ 5,215,393   $ 5,331,133
                                               ===========   ===========   ===========   ===========
</TABLE>

                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                       -3-

<PAGE>


                          NOONEY INCOME FUND LTD., L.P.

                             (A LIMITED PARTNERSHIP)

                             STATEMENTS OF CASH FLOW

                                   (UNAUDITED)

                                                             Nine Months Ended
                                                           Sept.30,     Sept.30,
                                                             1997        1996
                                                             ----        ----

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income                                            $ 199,761   $  69,074
    Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation and amortization                        334,451     355,807

    Changes in assets and liabilities:
       Decrease in accounts receivable                       43,828      48,494
       Increase in prepaid expenses and deposits             (3,514)     (5,026)
       Increase in deferred expenses                         (6,177)     (7,336)
       Decrease in accounts payable and accrued expenses    (88,127)    (46,555)
       Increase in accrued real estate taxes                 24,259       3,360
       Increase in refundable tenant deposits                 1,209       4,602
                                                          ---------   ---------
    Total Adjustments                                       305,929     353,346
                                                          ---------   ---------

    Net cash provided by operating activities               505,690     422,420
                                                          ---------   ---------

CASH FLOWS FROM INVESTING ACTIVITIES -
    Net additions to investment property                   (148,515)    (33,149)
                                                          ---------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES -
    Cash distributions to partners                         (210,860)   (105,430)
    Payments on mortgage notes payable                      (48,600)    (48,600)
                                                          ---------   ---------

    Net cash from financing activities                     (259,460)   (154,030)
                                                          ---------   ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS                    97,715     235,241

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

CASH AND CASH EQUIVALENTS, end of period                  $ 894,940   $ 892,145
                                                          =========   =========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for interest        $  88,230   $  91,808
                                                          =========   =========




                 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 NINE MONTHS ENDED SEPTEMBER 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
September 30, 1997 and for all periods  presented have been made. The results of
operations for the three and nine month periods ended September 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 and nine months ended
September  30, 1997 and 1996 was computed on 15,180  units,  the number of units
outstanding during the periods.

NOTE E:

On November  6, 1997,  Nooney  Company  sold its 75%  interest in Nooney  Income
Investments,  Inc., to S-P Properties, Inc., a California corporation,  which in
turn is a  wholly-owned  subsidiary  of CGS Real Estate  Company,  Inc., a Texas
corporation. CGS Real Estate Company, Inc. also purchased the entire real estate
management  business  operated by Nooney Krombach  Company.  Following the sale,
control of the Registrant now rests with CGS Real Estate Company, Inc.

                                       -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 Registrant.  Actual
results could differ materially from those contemplated by such statements.

Liquidity and Capital Resources

Cash on hand as of September  30, 1997 is $894,940,  an increase of $97,715 from
year end December 31, 1996. The increase in cash can be  attributable  to strong
operating results for the nine month period commencing  January 1, 1997, at both
Oak Grove Commons and Leawood  Fountain  Plaza.  The Registrant has been able to
fund two  distributions  of $6.25 per unit and to reduce the properties' debt by
$48,600 and fund  capital  additions to the  properties  thus far in 1997 in the
amount of $148,515. The Registrant anticipates the properties to adequately fund
capital  expenditures  anticipated  for the  remainder  of 1997.  These  capital
expenditures are as follows:

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

Oak Grove Commons                   $ 5,500        $ 5,108        $10,608
Leawood Fountain Plaza (76%)          4,560         84,642         89,202
                                    -------        -------        -------
                                    $10,060        $89,750        $99,810
                                    =======        =======        =======

At Oak Grove Commons and Leawood Fountain Plaza,  leasing capital includes funds
for tenant  alterations and lease  commissions  for new and renewal leases.  The
other capital anticipated at Oak Grove Commons is for structural repairs.  Other
capital  expenditures  at  Leawood  Fountain  Plaza  are for  sidewalk  and curb
replacement.

Results of Property Operations

The results of operations for the Registrant's properties for the quarters ended
September  30, 1997 and 1996 are  detailed in the schedule  below.  Expenses and
revenues of the Registrant are excluded.

                                                             Leawood
                                    Oak Grove                Fountain
                                    Commons                 Plaza (76%)
                                    -------                 -----------
          1997
          ----
          Revenues                 $ 216,789                $ 227,378
          Expenses                   160,239                  213,850
                                   ---------                ---------
          Net Income               $  56,550                $  13,528
                                   =========                =========

          1996
          ----
          Revenues                 $ 213,338                $ 204,878
          Expenses                   230,559                  214,923
                                   ---------                ---------
          Net Loss                 $ (17,221)               $ (10,045)
                                   =========                =========


                                       -6-

<PAGE>



For the quarter ended September 30, 1997 at Oak Grove Commons revenues increased
slightly  due to an increase in common area  maintenance  reimbursement  income.
Expenses decreased  significantly due to a decrease in fire and crime prevention
($31,002),  parking lot repairs ($24,418),  and repairs and maintenance-building
($4,947),  when compared to the similar  period of the prior year.  During 1996,
Oak Grove Commons performed preventative maintenance on the building's sprinkler
system and the parking lot was  repaired,  paved and sealed.  Such expenses were
not necessary in 1997.

At Leawood Fountain Plaza revenues  increased $22,500 due to an increase in base
rental income and escalation  income.  Expenses remained  relatively stable. Net
income improved significantly due to the increase in the revenues.

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

                                Occupancy Levels at September 30,
                                ---------------------------------
Property                           1997       1996        1995
--------                           ----       ----        ----

Oak Grove Commons                   93%        96%        100%
Leawood Fountain Plaza (76%)        87%        90%         96%

Occupancy  at Oak Grove  Commons  remained  stable at 93% for the third  quarter
ended September 30, 1997. Leasing activity consisted of one new tenant signing a
lease for 3,000 square feet, two tenants renewing their leases for 14,693 square
feet and one tenant  vacating 3,200 square feet. At Oak Grove Commons one tenant
occupies  approximately 10% of the available space with a lease which expires in
December 1997. This tenant has purchased their own building and will be vacating
this space at the end of their lease.

During the third quarter of 1997 occupancy at Leawood  Fountain Plaza  decreased
from 90% at the  beginning of the quarter to 87% at the quarter's  end.  Leasing
activity during the quarter consisted of eight tenants renewing their leases for
12,296 square feet and two tenants  vacating  their leases which  occupied 2,644
square feet. The property has two major tenants who occupy approximately 10% and
11% of the available  space with leases which expire in July 1999 and July 1998,
respectively.

Each quarter,  the General  Partners  assess the properties for  impairment.  If
conclusive evidence of an impairment is found in any particular quarter, further
valuation  procedures would be performed.  Additionally,  as a matter of policy,
the  Registrant  has each of its  properties  appraised on an annual basis by an
independent  appraisal  firm. It is difficult to pinpoint an exact time or event
to which impairment of a real estate investment can be attributed. Reductions in
value are usually  recognized on an annual basis at the time the  appraisals are
completed.

Results of Consolidated Operations 1997

As of September 30, 1997, the Registrant's consolidated revenues for the quarter
ended and nine month period ended were  $449,047 and  $1,383,562,  respectively.
Revenues  for the same  time  periods  for the  prior  year  were  $414,730  and
$1,263,594.  Revenues  increased  $34,317 and $119,968 when  comparing the three
months and nine months ended  September 30, 1997, to the similar  periods of the
prior year.  The increase in revenues can be  attributable  to increases in base
rental revenues and escalation income at Leawood Fountain Plaza and increases in




                                       -7-

<PAGE>


common area maintenance reimbursement income at Oak Grove Commons.  Consolidated
expenses for the quarter  ended  September  30, 1997 and 1996 were  $372,132 and
$437,513.  A decrease of $65,381 when comparing the quarter ended  September 30,
1997 to the same period in the prior year. The decrease in consolidated expenses
for the  quarter is due to a  decrease  in  parking  lot/landscaping  ($39,640),
depreciation and amortization ($16,030), and other operating expenses ($36,254),
partially  offset by an increase in  professional  services  ($14,025)  and real
estate  taxes  ($13,111).  The  change  in other  operating  expenses  primarily
includes the preventative maintenance on the sprinkler system in the prior year.
During the fourth quarter of 1996,  Leawood  Fountain's  property was reassessed
significantly  higher than the prior year. The full increase was recorded during
the fourth  quarter of 1996.  The 1997 real  estate tax  expense  includes  this
increased  expense.  No  significant  increase  in real  estate  tax  expense is
anticipated for the year ended 1997 compared to the year ended 1996.

Consolidated  expenses for the nine month period  ended  September  30, 1997 and
September 30, 1996,  were  $1,183,801 and  $1,194,520,  respectively.  Operating
expenses  decreased  $10,719 when comparing the nine months ended  September 30,
1997 to the similar  period of the prior year.  The decrease in expenses was due
to  a  decrease  in  utilities  ($15,793),  parking  lot/landscaping  ($39,167),
depreciation and amortization  ($21,356) and other operating expenses ($13,223),
partially  offset by an increase in  professional  services  ($26,355)  and real
estate taxes ($51,977).

Results of Consolidated Operations 1996

As of September 30, 1996, the Registrant's consolidated revenues for the quarter
ended and nine month period ended are  $414,730  and  $1,263,594,  respectively.
Revenues  for the quarter  ended  September  30, 1996 when  compared to the same
period ended September 30, 1995 remained  relatively  stable. For the nine month
period ended September 30, 1996 revenues increased $52,445 or 4.3% when compared
to the nine month period ended  September 30, 1995. The increase in revenues can
be  attributed  to increases in rental  income at Oak Grove  Commons and expense
recovery income at Leawood Fountain Plaza. These increases were partially offset
by decreases in rent  concessions.  At Oak Grove Commons rental income increased
due to higher average  occupancy when comparing the first three quarters of 1996
to 1995. At Leawood  Fountain Plaza expense  recovery income increased due to an
increase in expenses from 1994 to 1995. As  recoverable  expenses  increase from
year to year, the Registrant has the ability to pass through these  increases to
the property's tenants.

Consolidated  expenses  for the quarter  ended  September  30, 1996 and 1995 are
$437,513 and $366,451,  respectively. For the nine month periods ended September
30,  1996  and  1995   consolidated   expenses  are  $1,194,520  and  $1,139,886
respectively. The increase in consolidated expenses for the quarter ended can be
attributed to expenditures at both Oak Grove Commons and Leawood  Fountain Plaza
for parking lot repairs, paving and sealing. Along with the parking lot repairs,
the Registrant  performed  preventative  maintenance on the building's sprinkler
system at Oak Grove Commons. For the nine month period ended the increase can be
attributed to the expenditures previously noted offset by a decrease in interest
expenses  which  is  a  direct  result  of  declining   interest  rates  on  the
Registrant's floating rate debt.

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

              None

     (b) Reports on Form 8-K

              On  November 14, 1997, the  Registrant  filed a report on Form 8-K
              which reported an Item 1. Changes in Control of Registrant



                                   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: November 14, 1997                     Nooney Income Investments, Inc.
      -------------------


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


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




                                       -9-