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, 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.)

One Memorial Drive, Suite 1000, St. Louis, MO                   63102-2449
---------------------------------------------          -------------------------
 (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
                                 --------------


                                                     Sept. 30,     December 31,
                                                       1999            1998
ASSETS:                                             (Unaudited)
                                                    -----------    ------------

     Cash and Cash Equivalents                     $  1,166,561    $    804,739
     Accounts receivable                                 91,599          97,104
     Prepaid expenses and deposits                       16,690          12,332
     Investment property, at cost:
         Land                                         1,946,169       1,946,169
         Buildings and improvements                   8,570,660       8,601,373
                                                   ------------    ------------
                                                     10,516,829      10,547,542
         Less accumulated depreciation               (5,184,599)     (5,010,424)
                                                   ------------    ------------
                                                      5,332,230       5,537,118
     Deferred expenses - At amortized cost              119,934         111,293
                                                   ------------    ------------

                                                   $  6,727,014    $  6,562,586
                                                   ============    ============


LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses         $    111,156    $    186,291
     Accrued real estate taxes                          183,384         180,361
     Mortgage notes payable                           1,130,702       1,149,701
     Refundable tenant deposits                         138,220         131,577
                                                   ------------    ------------
                                                   $  1,563,462    $  1,647,930

Partners' Equity                                      5,163,552       4,914,656
                                                   ------------    ------------

                                                   $  6,727,014    $  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)
                                   -----------
<TABLE>
<CAPTION>

                                                Three Months Ended         Nine Months Ended
                                              Sept. 30,    Sept. 30,      Sept. 30,   Sept. 30,
                                                1999         1998           1999         1998
                                             -----------  -----------   ------------ -----------
<S>                                          <C>          <C>           <C>          <C>
REVENUES:
     Rental and other income                 $   499,018  $   474,398   $ 1,521,223  $ 1,342,185
     Interest                                          0        5,037             4       16,063
                                             -----------  -----------   -----------  -----------
                                                 499,018      479,435     1,521,227    1,358,248

EXPENSES:
     Interest                                     23,869       25,602        69,023       81,810
     Depreciation and amortization               104,008      108,593       306,021      329,497
     Real estate taxes                            61,128       62,526       186,902      192,020
     Property management fees paid to
         American Spectrum Midwest                29,783       28,514        90,978       80,925
     Reimbursement to American Spectrum
         Midwest for partnership management
         services and indirect expenses            6,250        6,250        18,750       18,750
     Repairs & maintenance                        22,461       19,971        77,716       48,329
     Professional services                        79,670       20,116       140,313       55,426
     Utilities                                    40,760       37,135        93,006       89,460
     Cleaning                                     16,232       15,574        42,355       42,362
     Payroll                                      17,598       16,737        49,482       39,058
     Insurance                                     9,633       17,292        33,014       34,465
     Parking lot/Landscaping                      21,009       19,178        54,122       33,762
     Vacancy Expense                               4,797       13,976        14,182       29,547
     Other operating expenses                     25,163       25,034        96,467       81,458
                                             -----------  -----------   -----------  -----------

                                                 462,361      416,498     1,272,331    1,156,869
                                             -----------  -----------   -----------  -----------

NET INCOME                                   $    36,657  $    62,937   $   248,896  $   201,379
                                             ===========  ===========   ===========  ===========
NET INCOME PER LIMITED
     PARTNERSHIP UNIT                        $      1.59  $      3.12   $     13.13  $     10.07
                                             ===========  ===========   ===========  ===========

PARTNERS' EQUITY:
     Beginning of Period                     $ 5,126,895  $ 5,030,929   $ 4,914,656  $ 5,103,333
     Cash distributions to partners                    0     (210,846)            0     (421,692)
     Net Income                                   36,657       62,937       248,896      201,379
                                             -----------  -----------   -----------  -----------

     End of Period                           $ 5,163,552  $ 4,883,020   $ 5,163,552  $ 4,883,020
                                             ===========  ===========   ===========  ===========
</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,
                                                          1999          1998
                                                      -----------   -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income                                        $   248,896   $   201,379
    Adjustments to reconcile net income to net
    cash provided by operating activities:
       Depreciation and amortization                      306,021       329,497

    Changes in assets and liabilities:
       Decrease in accounts receivable                      5,505        44,344
       Increase in prepaid expenses and deposits           (4,358)       (9,272)
       Increase in deferred expenses                      (35,377)      (83,441)
       Decrease in accounts payable and accrued
         expenses                                         (75,135)      (66,434)
       Increase in accrued real estate taxes                3,023         3,667
       Increase in refundable tenant deposits               6,643         7,395
                                                      -----------   -----------
    Total Adjustments                                     206,322       235,756
                                                      -----------   -----------

    Net cash provided by operating activities             455,218       437,135
                                                      -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
       Net additions to investment property               (74,397)     (173,712)
                                                      -----------   -----------

Net cash from investing activities                        (74,397)     (173,712)

CASH FLOWS FROM FINANCING ACTIVITIES -
    Cash distributions to partners                              0      (421,692)
    Payments on mortgage notes payable                    (18,999)      (41,600)
                                                      -----------   -----------

    Net cash from financing activities                    (18,999)     (463,292)
                                                      -----------   -----------

NET INCREASE (DECREASE) IN
    CASH AND CASH EQUIVALENTS                             361,822      (199,869)

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

CASH AND CASH EQUIVALENTS, end of period              $ 1,166,561   $   665,418
                                                      ===========   ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for interest    $    69,023   $    81,810
                                                      ===========   ===========


                 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, 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  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 Ltd.,  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
cashflows at September  30, 1999 and for all periods  presented  have been made.
The results of operations  for the three and nine month periods ended  September
30, 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 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 and nine months ended
September  30, 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  write  downs,  amortization  of straight  line base rent,  general and
administrative expenses, unusual and extraordinary items, and interest.

                                    Three Months Ended      Nine Months Ended
                                       September 30,           September 30,
                                     1999        1998        1999        1998
                                     ----        ----        ----        ----
Revenues:
     Leawood Fountain Plaza (76%) $  261,301     248,378  $  796,419  $  694,559
     Oak Grove Commons               235,263     226,536     720,525     654,181
                                  ----------  ----------  ----------  ----------
                                     496,564     474,914   1,516,944   1,348,740
                                  ==========  ==========  ==========  ==========
Operating Profit:
     Leawood Fountain
     Plaza (76%)                  $   22,491  $   33,406  $  111,465  $   72,001
     Oak Grove Commons                67,985      34,049     213,684     123,687
                                  ----------  ----------  ----------  ----------
                                      90,476      67,455     325,419     195,688
                                  ==========  ==========  ==========  ==========

Capital Expenditures:
     Leawood Fountain Plaza (76%) $   35,306  $   13,271  $   56,079  $   26,479
     Oak Grove Commons                     0      75,426      18,318     147,233
                                  ----------  ----------  ----------  ----------
                                      35,306      88,697      74,397     173,712
                                  ==========  ==========  ==========  ==========

Depreciation and Amortization:
     Leawood Fountain Plaza (76%) $   77,989  $   71,837  $  226,042  $  218,557
     Oak Grove Commons                57,446      62,353     174,136     187,731
                                  ----------  ----------  ----------  ----------
                                     135,435     134,190     400,178     406,288
                                  ==========  ==========  ==========  ==========

Assets:
     As of:                           September 30, 1999       December 31, 1998
                                      ------------------       -----------------

     Leawood Fountain Plaza (76%)             $2,965,168              $3,264,280
     Oak Grove Commons                         3,460,013               2,841,957
                                              ----------              ----------
                                               6,425,181               6,106,237
                                              ==========              ==========

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

                                    Three Months Ended       Nine Months Ended
                                       September 30,           September 30,
                                     1999        1998        1999        1998
                                     ----        ----        ----        ----
Revenues:
     Segments                     $  496,564  $  474,914  $1,516,944  $1,348,740
     Corporate and other               2,454       4,521       4,283       9,508
                                  ----------  ----------  ----------  ----------
                                     499,018     479,435   1,521,227   1,358,248
                                  ==========  ==========  ==========  ==========




                                       -6-

<PAGE>



Operating Profit:
     Segments                     $  90,476   $  67,455   $ 325,149   $ 195,688
     Corporate and other income       2,454       4,521       4,283       9,508
     General and admin expenses     (56,273)     (9,039)    (80,536)     (3,817)
                                  ---------   ---------   ---------   ---------
     Net Income                      36,657      62,937     248,896     201,379
                                  =========   =========   =========   =========

Depreciation and Amortization
     Segments                     $ 135,435   $ 134,190   $ 400,178   $ 406,288
     Corporate and other            (31,427)    (25,597)    (94,157)    (76,791)
                                  ---------   ---------   ---------   ---------
                                    104,008     108,593     306,021     329,497
                                  =========   =========   =========   =========


Assets:
     As of:                           September 30, 1999       December 31, 1998
                                      ------------------       -----------------

     Segments                                 $6,425,181             $6,106,237
     Corporate and other                         301,833                456,349
                                              ----------             ----------
                                               6,727,014              6,562,586
                                              ==========             ==========

                                       -7-

<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, 1999 is  $1,166,561,  an increase of $361,822
from year end December 31, 1998.  For the nine month period ended  September 30,
1999 net cash provided by operating  activities was $455,218.  Cash was used for
tenant  and  capital  improvements  in the  amount of $74,397  and  payments  on
mortgage  notes  payable  were made in the  amount of  $18,999.  The  Registrant
anticipates the properties to adequately fund capital  expenditures  anticipated
for the remainder of 1999. These capital expenditures are as follows:

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

     Oak Grove Commons                     $ 30,613    $ 10,393    $ 41,006
     Leawood Fountain Plaza (76%)            76,511           0      76,511
                                           --------    --------    --------
                                           $107,124    $ 10,393    $117,517
                                           ========    ========    ========

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 the  restoration  of
mansards and drain replacement.

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

The results of operations for the Registrant's properties for the quarters ended
September  30, 1999 and 1998 are  detailed in the schedule  below.  Expenses and
revenues of the Registrant are excluded.

                                                          Leawood
                                            Oak Grove     Fountain
                                            Commons      Plaza (76%)
                                            ---------    -----------
              1999
              ----
              Revenues                      $235,263      $261,301
              Expenses                       167,278       238,310
                                            --------      --------
              Net Income                    $ 67,985      $ 22,491
                                            ========      ========

              1998
              ----
              Revenues                      $226,536      $248,378
              Expenses                       192,487       214,972
                                            --------      --------
              Net Income                    $ 34,049      $ 33,406
                                            ========      ========



                                       -8-

<PAGE>



For the quarter  ended  September  30, 1999 and 1998,  Oak Grove Commons had net
income of $67,985 and $34,049, respectively.  This represents an increase in net
income of $33,936.  Revenues  increased  $8,727  primarily due to an increase in
base rental revenue.  This increase was partially offset by a decrease in common
area maintenance  reimbursement and  miscellaneous  income.  Expenses  decreased
$25,209 due to  decreases  in  depreciation/amortization  ($4,907),  repairs and
maintenance  related  expenses  ($8,008),  real  estate  tax  expense  ($4,246),
interest  ($1,733),  vacancy  related  expenses  ($8,764),  and other  operating
expenses  ($927).  These decreases were partially offset by increases in parking
lot-landscaping  expenses  ($3,376).  The decrease in repairs and maintenance is
due to lower heating,  ventilation,  air-conditioning,  and  electrical  repairs
needed in 1999,  when  compared  to the same  period in 1998.  The  decrease  in
vacancy  expenses can be attributed to the consistent  occupancy level and lower
rehabilitation costs for vacant units.

For the quarter ended  September 30, 1999 and 1998,  Leawood  Fountain Plaza had
net income of $22,491 and $33,406,  respectively.  This represents a decrease in
net income of  $10,915.  This can be  attributed  to an  increase  in  expenses,
partially offset by an increase in revenues.  Revenues  increased $12,923 due to
an increase in base rental income  ($16,034),  partially offset by a decrease in
escalation  income ($3,111).  The increase in rental income can be attributed to
the increased  occupancy level.  Expenses increases $23,338 when compared to the
same period, prior year.  Increases were reflected in  depreciation/amortization
($6,152),  repairs  and  maintenance  related  expenses  ($10,510),  electricity
($2,616),  real estate tax ($2,848),  and other operating expenses ($1,711). The
increase in repairs and  maintenance  is  primarily  due to  increased  heating,
ventilation,  air-conditioning,  and plumbing  repairs and  replacements  at the
property than that of same period, prior year.

The occupancy levels at the Registrant's  properties during the third 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 at September 30,
                                            ---------------------------------
                      Property                    1999    1998    1997
                      --------                    ----    ----    ----

              Oak Grove Commons                    94%     95%     93%
              Leawood Fountain Plaza (76%)         98%     95%     87%

Occupancy at Oak Grove  Commons  decreased  during the third quarter from 97% to
94%.  Leasing  activity  consisted of one tenant  renewing their lease for 3,833
square feet and one tenant  vacating the property with square  footage  totaling
4,331.  Oak Grove Commons has no tenant occupying more than 10% of the available
space.

During the third quarter of 1999  occupancy at Leawood  Fountain  Plaza remained
consistent at 98% at the end of the third quarter.  Leasing  activity during the
quarter consisted of the Registrant  renewing two leases for 10,908 square feet.
The property has two major tenants  occupying 14% and 10% of the available space
on leases which expire in October 2001 and July 2004, respectively.

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  estimated  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  judgement is necessary to estimate fair value.  Accordingly,  actual
results could vary significantly from such estimates.

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

                                      -10-

<PAGE>

electricity,  natural gas,  telephone  service,  and water, all of which are not
readily  susceptible to alternate  sources and which in all likelihood should be
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 September 30, 1999, the Registrant's  consolidated  revenues for the three
and nine month periods were $499,018 and $1,521,227,  respectively. Revenues for
the same periods in prior year were $479,435 and $1,358,248.  Revenues increased
$19,583 when  comparing  the three month  periods and  increased  $162,979  when
comparing the nine month  periods.  The increase in revenues for the three month
period can be attributable  to increases in base rental revenue,  escalation and
common area  maintenance  reimbursements  at both Leawood Fountain Plaza and Oak
Grove Commons,  partially offset by a decrease in interest income.  The increase
in revenues for the nine month period can  primarily be  attributed to increases
in both base rental revenues and escalation at Leawood Fountain Plaza ($102,159)
and  an   increase  in  base   rental   revenue  and  common  area   maintenance
reimbursements  at Oak Grove Commons  ($79,485).  These property level increases
were partially  offset by a decrease in interest  income at the corporate  level
($16,059).

Consolidated  expenses for the three month period ending  September 30, 1999 and
1998 were  $462,361  and  $416,498,  reflecting  an  increase  of  $45,863  when
comparing to prior year. The increase in consolidated  expenses is primarily due
to increases in repairs and maintenance related expenses ($2,095),  professional
services  ($59,554),  and utilities  ($7,659).  These  increases  were partially
offset by decreases in  depreciation/amortization  ($4,585), insurance ($7,659),
and vacancy related expenses ($9,179).  The increase in professional services is
primarily due to  appraisals  performed at both Leawood  Fountain  Plaza and Oak
Grove Commons,  in addition to legal fees.  The decrease in vacancy  expense has
been addressed at the property level.  Consolidated  expenses for the nine month
period  ended  September  30,  1999 and 1998  were  $1,272,331  and  $1,156,869,
respectively.  Operating  expenses increased $115,462 when comparing the current
nine  month  period to that of prior  year.  The  increase  in  expenses  can be
attributed to increases in management  fees  ($10,053),  repairs and maintenance
related expenses ($29,387), professional services ($84,887), utilities ($3,546),
payroll  ($10,424),   parking  lot  ($20,360),   and  other  operating  expenses
($15,009).  These  increases  were  partially  offset by  decreases  in interest
($12,787),   depreciation/amortization  ($23,476),  real  estate  tax  ($5,118),
insurance ($1,451),  and vacancy expenses ($15,365).  The increase in management
fees is due to the higher amount of revenues  reflected in 1999. The repairs and
maintenance  increase can be attributed to roof and masonry  repairs and Leawood
Fountain Plaza during the second quarter of 1999. The increase in payroll is due
additional  office  personnel in 1999.  The increase in parking lot is primarily
due to sealing work at Leawood Fountain Plaza, also during the second quarter of
1999. Other operating expenses increased for the nine month period primarily due
to increased snow removal as a result of harsh weather conditions.  The decrease

                                      -11-

<PAGE>



in interest expense is due to favorable  interest rates and declining  principal
balance.  Depreciation/amortization  has decreased  when  comparing the two nine
month periods as a result of fully amortized assets.

Results of Consolidated Operations 1998
---------------------------------------

As of September 30, 1998, the Registrant's consolidated revenues for the quarter
and nine month period were $479,435 and $1,358,248,  respectively.  Revenues for
the same time periods for the prior year were $449,047 and $1,383,562.  Revenues
increased  $30,388 when  comparing the three month period and decreased  $25,314
when  comparing the nine month period  ending  September 30, 1998 to the similar
periods of the prior year.  The  increase in revenues for the three month period
can be attributable to an increase in base rental revenue,  partially  offset by
decreases  in  escalation  and common area  maintenance  income at both  Leawood
Fountain  Plaza and Oak Grove  Commons.  The  decrease in revenues  for the nine
month period can primarily be attributed to a significant decrease in escalation
and common area  maintenance  income from both  Leawood  Fountain  Plaza and Oak
Grove Commons.

Consolidated  expenses for the quarter  ended  September  30, 1998 and 1997 were
$416,498 and $372,132,  reflecting an increase of $44,366 when comparing current
quarter to prior year. The increase in consolidated  expenses for the quarter is
due  to  increases  in  depreciation  and  amortization  ($3,107),  professional
services  ($2,499),  cleaning  expense  ($3,273),  payroll  ($5,055),  insurance
($7,754),  parking lot ($4,622), vacancy expenses ($13,221), and other operating
expenses  ($6,581).  These  increases  were  partially  offset by a decrease  in
interest expense of ($3,994).

Consolidated  expenses for the nine month period  ended  September  30, 1998 and
1997 were $1,156,869 and $1,183,801,  respectively. Operating expenses decreased
$26,932 when  comparing the current nine month period to that of prior year. The
decrease  in  expenses  can be  attributed  to  decreases  in  interest  expense
($6,419),  depreciation  and  amortization  ($4,954),  real  estate tax  expense
($17,653),  repairs and maintenance ($10,280),  professional services ($16,089),
and other operating expenses ($14,463). These decreases were partially offset by
increases in utilities  ($9,613),  payroll  ($4,710),  insurance  ($5,904),  and
vacancy expense ($21,870). The decrease in real estate tax is due to tax savings
reflected  at  both  Leawood  Fountain  Plaza  ($8,917)  and Oak  Grove  Commons
($8,736).  The decrease in professional  services is primarily due to a decrease
in needed  professional  fees as in prior year.  The main expense that decreased
within  other  operating  expenses  was  fire & crime  prevention  at Oak  Grove
Commons.

Inflation
---------

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

ITEM 7A.         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                 ----------------------------------------------------------

The Registrant  considered the provision of Financial  Reporting  Release No. 48
"Disclosure of Accounting  Policies for  Derivative  Financial  Instruments  and
Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative
Information  about Market Risk  Inherent in  Derivative  Financial  Instruments,
Other  Financial   Instruments  and  Derivative  Commodity   Instruments".   The
Registrant had no holdings of derivative  financial or commodity  instruments at
September 30, 1999. A review of the Registrant's other financial instruments and
risk  exposures at that date revealed that the  Registrant had minor exposure to
interest rate risk due to the floating rate first  mortgage debt of  $1,130,702.
The Registrant utilized  sensitivity  analyses to assess the potential effect of
this risk and  concluded  that  near-term  changes in interest  rates should not
materially  adversely affect the  Registrant's  financial  position,  results of
operations or cash flows.

                                      -12-

<PAGE>

PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits

              See Exhibit Index

     (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:    November 12, 1999               By:  Nooney Income Investments, Inc.
       ----------------------                  General Partner

                                          By: /s/ Gregory J. Nooney, Jr.
                                              --------------------------
                                              Gregory J. Nooney, Jr.
                                              Vice Chairman

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

                                      -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-