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, 2000
                               -------------------------------------------------

                                       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.)

One Memorial Drive, Suite 1000, 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,
                                                         2000           1999
ASSETS:                                               (Unaudited)   ------------
                                                      -----------

     Cash and cash equivalents                        $ 1,476,170    $ 1,237,294
     Accounts receivable                                  190,752        171,996
     Prepaid expenses and deposits                          7,206         14,948
     Investment property, at cost:
         Land                                           1,946,169      1,946,169
         Buildings and improvements                     8,660,055      8,654,403
                                                      -----------    -----------
                                                       10,606,224     10,600,572
         Less accumulated depreciation                  5,355,988      5,271,378
                                                      -----------    -----------
                                                        5,250,236      5,329,194
     Deferred expenses - at amortized cost                147,991        118,876
                                                      -----------    -----------

                                                      $ 7,072,355    $ 6,872,308
                                                      ===========    ===========


LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses            $    87,244    $    79,070
     Accrued real estate taxes                            247,822        185,415
     Mortgage notes payable                             1,119,303      1,125,002
     Refundable tenant deposits                           155,612        145,711
                                                      -----------    -----------
                                                        1,609,981      1,535,198

Partners' equity                                        5,462,374      5,337,110
                                                      -----------    -----------

                                                      $ 7,072,355    $ 6,872,308
                                                      ===========    ===========




                 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,
                                                          2000           1999
                                                        ---------      ---------

REVENUES:
     Rental and other income                            $  507,173    $  499,862
     Interest                                               10,778             4
                                                        ----------    ----------
                                                           517,951       499,866
                                                        ----------    ----------

EXPENSES:
     Interest                                               25,663        23,328
     Depreciation and amortization                          95,395       101,198
     Real estate taxes                                      62,407        61,605
     Property management fees paid to
         American Spectrum Midwest                          30,949        29,918
     Reimbursement to American Spectrum Midwest
         for partnership management services
         and indirect expenses                               6,250         6,250
     Repairs & maintenance                                  24,671        24,813
     Professional services                                  26,781        19,624
     Utilities                                              27,997        27,263
     Cleaning                                               14,515        12,095
     Payroll                                                18,752        16,751
     Snow removal                                           14,083        18,435
     Insurance                                               9,675        12,762
     Other operating expenses                               35,549        37,689
                                                        ----------    ----------
                                                           392,687       391,731
                                                        ----------    ----------

NET INCOME                                              $  125,264    $  108,135
                                                        ==========    ==========

NET INCOME PER LIMITED
     PARTNERSHIP UNIT                                   $     6.98    $     5.93
                                                        ==========    ==========

PARTNERS' EQUITY:
     Beginning of period                                $5,337,110    $4,914,656
     Net income                                            125,264       108,135
                                                        ----------    ----------

     End of period                                      $5,462,374    $5,022,791
                                                        ==========    ==========


                 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,
                                                          2000          1999
                                                      -----------   -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                        $   125,264   $   108,135
    Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation and amortization                       95,395       101,198

    Changes in assets and liabilities:
       (Increase) decrease in accounts receivable         (18,756)        4,611
       Decrease in prepaid expenses and deposits            7,742         6,258
       Increase in deferred assets                        (39,900)       (5,367)
       Increase (decrease) in accounts payable and
         accrued expenses                                   8,174      (105,932)
       Increase in accrued real estate taxes               62,407        61,604
       Increase  in refundable tenant deposits              9,901         5,742
                                                      -----------   -----------

           Total adjustments                              124,963        68,114
                                                      -----------   -----------

       Net cash provided by operating activities          250,227       176,249
                                                      -----------   -----------


CASH FLOWS FROM INVESTING ACTIVITIES -
    Net additions to investment property                   (5,652)      (22,733)
                                                      -----------   -----------


CASH FLOWS FROM FINANCING ACTIVITIES -
    Payments on mortgage notes payable                     (5,699)       (7,600)
                                                      -----------   -----------


NET INCREASE IN CASH AND CASH EQUIVALENTS                 238,876       145,916

CASH AND CASH EQUIVALENTS, beginning of period          1,237,294       804,739
                                                      -----------   -----------

CASH AND CASH EQUIVALENTS, end of period              $ 1,476,170   $   950,655
                                                      ===========   ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for
interest                                                   25,663        23,328
                                                      ===========   ===========



                 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, 2000 AND 1999
                   ------------------------------------------

NOTE A:

Refer  to the  Registrant's  financial  statements  for the  fiscal  year  ended
December 31, 1999, 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,  2000 and for all  periods  presented  have been made.  The results of
operations for the  three-month  period ended March 31, 2000 are not necessarily
indicative of the results which may be expected for the entire year.

NOTE C:

The Registrant's  properties are managed by American Spectrum Midwest,  formerly
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,
2000 and 1999 was  computed  on 15,180  units,  the number of units  outstanding
during the periods.

NOTE E:

CGS Real Estate Company,  Inc.  ("CGS"),  an affiliate of the corporate  general
partner of the  Registrant,  is in the process of  developing a plan pursuant to
which  the  properties  owned  by the  Registrant  would  be  combined  with the
properties of other real estate partnerships  managed by CGS and its affiliates.
These  limited  partnerships  own  office  properties,   industrial  properties,
shopping centers, and residential apartment properties.  It is expected that the
acquiror would in the future qualify as a real estate investment trust.  Limited
partners  would  receive  shares of common stock in the acquiror  which would be
listed on a national securities exchange or the NASDAQ national market system.

                                       -5-

<PAGE>



NOTE F:

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

NOTE G:

The Partnership has two reportable  operating  segments:  Leawood Fountain Plaza
and  Oak  Grove  Commons.  In the  first  quarter  of  1999,  the  Partnership's
management  evaluated  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.   In  2000,  the
Partnership is evaluating  each  segment's  operations  including  allocation of
property writedowns.


                                                          Three Months Ended
                                                          ------------------
                                                        March 31,      March 31,
                                                          2000           1999
                                                        --------       ---------

Revenues:
    Leawood Fountain Plaza (76%)                        $265,263        $266,984
    Oak Grove Commons                                    252,218         231,658
                                                        --------        --------
                                                         517,481         498,642
                                                        ========        ========

Operating Profit:
    Leawood Fountain Plaza (76%)                        $ 68,086        $ 50,258
    Oak Grove Commons                                     82,284          58,854
                                                        --------        --------
                                                         150,370         109,112
                                                        ========        ========

Capital Expenditures:
    Leawood Fountain Plaza (76%)                        $  2,811        $ 13,174
    Oak Grove Commons                                      2,842           9,559
                                                        --------        --------
                                                           5,653          27,733
                                                        ========        ========

Depreciation and Amortization:
    Leawood Fountain Plaza (76%)                        $ 46,783        $ 75,653
    Oak Grove Commons                                     48,612          56,910
                                                        --------        --------
                                                          95,395         132,563
                                                        ========        ========

Assets:
    As of:                                    March 31, 2000   December 31, 1999
                                              --------------   -----------------

    Leawood Fountain Plaza (76%)                  $3,065,925          $2,998,208
    Oak Grove Commons                              3,597,525           3,498,609
                                                  ----------          ----------
                                                   6,663,450           6,496,817
                                                  ==========          ==========







                                       -6-

<PAGE>



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

                                                          Three Months Ended
                                                       -------------------------
                                                       March 31,       March 31,
                                                         2000            1999
                                                       --------        --------

Revenues:
    Segments                                           $ 517,481      $ 498,642
    Corporate and other                                      470          1,224
                                                       ---------      ---------
                                                         517,951        499,866
                                                       =========      =========


Operating profit:
    Segments                                           $ 150,370      $ 109,112
    Corporate and other income                               470          1,224
    General and administrative expenses                  (25,576)        (2,201)
                                                       ---------      ---------
                                                         125,264        108,135
                                                       =========      =========


Depreciation and Amortization
    Segments                                           $  95,395      $ 132,563
    Corporate and other                                      -0-        (31,365)
                                                       ---------      ---------
                                                          95,395        101,198
                                                       =========      =========


Assets:
    As of:                                     March 31, 2000  December 31, 1999
                                               --------------  -----------------

    Segments                                       $6,663,450         $6,496,817
    Corporate and other                               408,905            375,491
                                                   ----------         ----------
                                                    7,072,355          6,872,308
                                                   ==========         ==========






                                       -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, 2000 is  $1,476,170  an  increase of $238,876  from
year end December  31,  1999.  During the first  quarter,  net cash  provided by
operating activities was $250,227.  Cash was used for payments on mortgage notes
payable in the amount of $5,699 and capital additions were made in the amount of
$5,652.  The  Registrant  expects  cashflow and cash on hand to adequately  fund
anticipated  capital  expenditures  for the remainder of 2000.  The  anticipated
capital expenditures are as follows:

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

    Oak Grove Commons                $ 39,063        $ 85,000        $124,063
    Leawood Fountain Plaza (76%)      204,641             -0-         204,641
                                     --------        --------        --------

                                     $243,704        $ 85,000        $328,704
                                     ========        ========        ========

Oak Grove Commons' and Leawood  Fountain  Plaza's Leasing Capital includes funds
for tenant alterations and lease commissions for new and renewal tenants. At Oak
Grove  Commons,  Other Capital  includes the  restoration  of mansard roofs over
entry doors and masonry reconstruction.  The Registrant reviews cash reserves on
a regular basis prior to beginning scheduled capital improvements.  In the event
there is not adequate  funds,  the capital  improvement  will be postponed until
such funds are available.

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

The results of operations for the Registrant's properties for the quarters ended
March  31,  2000 and 1999 are  detailed  in the  schedule  below.  Expenses  and
revenues of the Registrant are excluded.

                                                Oak Grove       Leawood Fountain
                                                 Commons           Plaza (76%)
                                                 -------           -----------

      2000
      ----
    Revenues                                     $252,218           $265,263
    Expenses                                      169,934            197,177
                                                 --------           --------

    Net Income                                   $ 82,284           $ 68,086
                                                 ========           ========

      1999
      ----
    Revenues                                     $231,658           $266,984
    Expenses                                      172,804            216,726
                                                 --------           --------

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

                                       -8-

<PAGE>



Revenues  for the  quarters  ended March 31, 2000 and 1999 at Oak Grove  Commons
were $252,218 and $231,658, respectively. The increase in revenues of $20,560 is
primarily  attributable  to increases  in rental  revenues  ($13,652),  interest
revenue (5,083),  and common area maintenance revenue ($1,793).  The increase in
rental  revenue is due to an  increase  in  occupancy  over that of prior  year.
Expenses at Oak Grove Commons remained  relatively  stable for the quarter ended
March 31, 2000 as compared to the quarter ended March 31, 1999.  The decrease of
$2,870 in expenses is primarily  attributable to decreases in  depreciation  and
amoritzation  ($8,297) and other operating  expenses  ($1,011).  These decreases
were partially offset by an increase in professional fees ($6,438). The increase
in professional  fees is primarily  attributable to space planning fees incurred
during the first quarter of 2000.

At Leawood  Fountain  Plaza,  revenues  remained  consistent  with only a $1,721
decrease when  comparing the quarter ended 2000 to 1999. The decrease in revenue
can primarily be attributed to decreases in escalation revenue ($2,007) and base
rental revenue  ($4,360),  partially  offset by an increase in interest  revenue
($4,382).  Expenses  decreased $19,549 when comparing 2000 to 1999. The decrease
in  expenses  is  primarily   attributable  to  decreases  in  depreciation  and
amortization  ($28,870).  These decreases were partially  offset by increases in
fire and crime prevention ($6,228) and various other operating epenses ($3,092).
The  decrease  in  depreciation  and  amortization  is  primarily  due to  fully
amortized and depreciated assets.

The occupancy levels at the Registrant's  properties during the first quarter of
2000 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                     2000           1999            1998
         --------                     ----           ----            ----

Oak Grove Commons                     100%            97%             89%
Leawood Fountain Plaza (76%)           93%            98%             90%

Occupancy at Oak Grove Commons  remained stable at 100% during the first quarter
of 2000.  Leasing activity  consisted of two new tenants  occupying 5,936 square
feet,  two tenants  renewing  their leases for 5,221 square feet and two tenants
vacating 5,936 square feet. Oak Grove Commons has no tenant  occupying more than
10% of the available space.

During the first quarter of 2000,  occupancy at Leawood  Fountain Plaza remained
stable at 93%.  Leasing  activity  consisted of one new tenant  occupying  1,946
square feet,  two tenants  renewing  their leases for 2,927 square feet, and one
tenant  vacating 1,769 square feet.  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 2004.

The  Registrant  reviews  long-lived  assets for impairment  whenever  events or
changes in circumstances indicate that the carrying amount of a property may not
be  recoverable.  The  Registrant  considers a history of operating  losses or a
change in  occupancy  to be primary  indicators  of  potential  impairment.  The
Registrant  deems the  property to be  impaired  if a forecast  of  undiscounted
future operating cash flows directly related to the property, including disposal
value, if any, is less than its carrying  amount.  If the property is determined
to be impaired,  the loss is measured as the amount by which the carrying amount
of the  property  exceeds its fair value.  Fair value is based on quoted  market
prices  in  active  markets,  if  available.  If quoted  market  prices  are not

                                       -9-

<PAGE>



available, an estimate of fair value is based on the best information available,
including prices for similar  properties or the results of valuation  techniques
such  as  discounting  estimated  future  cash  flows.  Considerable  management
judgment is necessary to estimate fair value. Accordingly,  actual results could
vary significantly from such estimates.

Results of Consolidated Operations 2000
---------------------------------------

As of March 31, 2000, the Registrant's  consolidated  revenues are $517,951,  an
increase of $18,085 when compared to quarter ended March 31, 1999. This increase
in revenues can primarily be attributed to an increase in base rent at Oak Grove
Commons and increases in interest revenue at both Leawood Fountain Plaza and Oak
Grove Commons.

Consolidated  expenses  for the  quarters  ending  March  31,  2000 and 1999 are
$392,687  and  $391,731   respectively.   Although  consolidated  expenses  only
increased  $956  when  comparing  the two  three-month  periods,  the  following
fluctuation in expenses should be noted: increases in interest expense ($2,335),
professional  services  ($7,157),   cleaning  expenses  ($2,420),   and  payroll
($2,001),  partially  offset  by  decreases  in  depreciation  and  amortization
($5,803),  snow  removal  ($4,352),  and  insurance  ($3,087).  The  increase in
professional  services is due to space planning fees at Leawood  Fountain Plaza,
as mentioned previously in the property comparisons.

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 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.



                                      -10-

<PAGE>

Inflation
---------

The effects of inflation  did not have a material  impact upon the  Registrant's
operation  in  fiscal  1999  and are  not  expected  to  materially  affect  the
Registrant's operation in 2000.


PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

             See Exhibit Index on Page 10


         (b) Reports on Form 8-K

             None



                                   SIGNATURES
                                   ----------

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                    NOONEY INCOME FUND LTD., L.P.


Dated:    May 15, 2000              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



                                      -11-

<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)

                                      -12-