SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 --------------
                                    FORM 10-Q
(Mark One)
  X      QUARTERLY  REPORT  PURSUANT  TO SECTION 13  OR 15(d) OF  THE SECURITIES
-----    EXCHANGE ACT OF 1934

For the quarterly period ended                 June 30, 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, 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
                                 --------------


                                                        June 30,
                                                          2000      December 31,
ASSETS:                                               (Unaudited)       1999
                                                      -----------   ------------

     Cash                                             $ 1,489,966    $ 1,237,294
     Accounts receivable                                  206,251        171,996
     Prepaid expenses and deposits                         23,062         14,948
     Investment property, at cost:
         Land and improvements                          1,946,169      1,946,169
         Buildings                                      8,733,893      8,654,403
                                                      -----------    -----------
                                                       10,680,062     10,600,572
         Less accumulated depreciation                  5,415,980      5,271,378
                                                      -----------    -----------
                                                        5,264,082      5,329,194
     Deferred expenses - at amortized cost                132,743        118,876
                                                      -----------    -----------
                                                      $ 7,116,104    $ 6,872,308
                                                      ===========    ===========


LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses            $    83,959    $    79,070
     Accrued real estate taxes                            184,526        185,415
     Mortgage notes payable                             1,113,603      1,125,002
     Refundable tenant deposits                           143,925        145,711
                                                      -----------    -----------
                                                        1,526,013      1,535,198

Partners' equity                                        5,590,091      5,337,110
                                                      -----------    -----------

                                                      $ 7,116,104    $ 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)
                                   -----------

<TABLE>
<CAPTION>
                                               Three Months Ended       Six Months Ended
                                              June 30,    June 30,    June 30,    June 30,
                                                2000        1999        2000        1999
                                             ----------  ----------  ----------  ----------

REVENUES:
<S>                                          <C>         <C>         <C>         <C>
     Rental and other income                 $  529,049  $  522,341  $1,036,222  $1,022,205
     Interest                                     9,166           0      19,943           4
                                             ----------  ----------  ----------  ----------
                                                538,215     522,341   1,056,165   1,022,209

EXPENSES:
     Interest                                    26,641      21,826      52,304      45,155
     Depreciation and amortization              108,064     100,815     203,459     202,013
     Real estate taxes                           73,980      64,169     136,387     125,774
     Property management fees paid to
         American Spectrum Midwest               32,019      31,277      62,967      61,196
     Reimbursement to American Spectrum
         Midwest for partnership management
         services and indirect expenses           6,250       6,250      12,500      12,500
     Repairs & maintenance                       29,347      30,442      53,922      55,253
     Professional services                       25,506      41,019      52,288      60,643
     Utilities                                   29,512      24,984      58,780      52,248
     Cleaning                                    18,820      14,028      33,335      26,123
     Payroll                                     17,474      15,132      36,226      31,884
     Insurance                                    9,218      10,619      18,892      23,382
     Parking lot/landscaping                     15,605      27,470      23,380      33,115
     Office general                               5,310       9,330      12,324      15,863
     Vacancy expense                                716       5,583       3,257       9,385
     Other operating expenses                    12,036      15,293      43,163      55,436
                                             ----------  ----------  ----------  ----------

                                                410,498     418,237     803,184     809,970
                                             ----------  ----------  ----------  ----------

NET INCOME                                   $  127,717  $  104,104  $  252,981  $  212,239
                                             ==========  ==========  ==========  ==========
NET INCOME PER LIMITED
     PARTNERSHIP UNIT                        $     7.05  $     5.67  $    14.03  $    11.61
                                             ==========  ==========  ==========  ==========

PARTNERS' EQUITY:
     Beginning of period                     $5,462,374  $5,022,791  $5,337,110  $4,914,656
     Net income                                 127,717     104,104     252,981     212,239
                                             ----------  ----------  ----------  ----------

     End of period                           $5,590,091  $5,126,895  $5,590,091  $5,126,895
                                             ==========  ==========  ==========  ==========
</TABLE>


                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                       -3-

<PAGE>



                          NOONEY INCOME FUND LTD., L.P.
                          -----------------------------

                             (A LIMITED PARTNERSHIP)
                             -----------------------

                             STATEMENTS OF CASH FLOW
                             -----------------------

                                   (UNAUDITED)
                                   -----------


                                                           Six Months Ended
                                                        June 30,      June 30,
                                                          2000          1999
                                                          ----          ----
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                        $   252,981   $   212,239
    Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
       Depreciation and amortization                      203,459       202,013

    Changes in assets and liabilities:
       Increase in accounts receivable                    (34,255)      (26,103)
       Increase in prepaid expenses                        (8,114)      (10,632)
       Increase in deferred expenses                      (38,323)      (19,769)
       Increase (decrease) in accounts payable              4,889       (56,156)
       (Decrease) increase in accrued real estate
         taxes                                               (889)          805
       (Decrease) increase in refundable tenant
         deposits                                          (1,786)       10,739
                                                      -----------   -----------

           Total adjustments                              124,981       100,897
                                                      -----------   -----------

       Net cash provided by operating activities          377,962       313,136
                                                      -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
    Net additions to investment property                 (113,891)      (39,092)
                                                      -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES -
    Payments on mortgage notes payable                    (11,399)      (13,299)
                                                      -----------   -----------

NET INCREASE IN CASH                                      252,672       260,745
                                                      -----------   -----------

CASH
    Beginning of period                                 1,237,294       804,739
                                                      -----------   -----------

CASH
    End of period                                       1,489,966     1,065,484
                                                      ===========   -----------



SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for interest    $    52,304   $    45,155




                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                       -4-

<PAGE>



                          NOONEY INCOME FUND LTD., L.P.
                          -----------------------------

                             (A LIMITED PARTNERSHIP)
                             -----------------------

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                     ---------------------------------------

                THREE AND SIX MONTHS ENDED JUNE 30, 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  except as noted below.  Also,  refer to the  footnotes to those
statements for additional details of the Registrant's  financial condition.  The
details  in  those  notes  have  not  changed  except  as  a  result  of  normal
transactions in the interim or as noted below.

NOTE B:

The financial statements include only those assets, liabilities,  and results of
operations of the partners  which relate to the business of Nooney Income Fund.,
L.P. The  statements do not include  assets,  liabilities,  revenues or expenses
attributable to the partners' individual activities.  No provision has been made
for federal and state income taxes since these taxes are the responsibilities of
the partners.  In the opinion of the general  partners,  all adjustments  (which
include  only normal  recurring  adjustments)  necessary  to present  fairly the
financial  position,  results of operations and changes in financial position at
June 30,  2000 and for all  periods  presented  have been made.  The  results of
operations  for the three and six month  periods  ended June 30,  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 wholly-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 six month  periods
ended June 30, 2000 and 1999 were computed on 15,180 units,  the number of units
outstanding during the periods.

NOTE E:

CGS is  continuing  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.

NOTE G:

The Partnership has two reportable  operating  segments:  Leawood Fountain Plaza
and Oak  Grove  Commons.  In the  second  quarter  of  1999,  the  Partnership's
management  evaluated  performance  of each segment based on profit or loss from
operations before allocation of property write downs, general and administrative
expenses,   unusual  and  extraordinary  items,  and  interest.   In  2000,  the
Partnership's  management is evaluating performance on each segment in this same
manner, in addition to including the allocation of property write downs.

                                   Three Months Ended        Six Months Ended
                                        June 30,                 June 30,
                                     2000        1999        2000        1999
                                     ----        ----        ----        ----
Revenues:
   Leawood Fountain Plaza (76%)   $  275,201  $  268,133  $  540,463  $  535,118
   Oak Grove Commons                 261,748     253,605     513,966     485,262
                                  ----------  ----------  ----------  ----------
                                     536,949     521,738   1,054,429   1,020,380
                                  ==========  ==========  ==========  ==========
Operating Profit:
   Leawood Fountain
   Plaza (76%)                    $   61,164  $   38,715  $  129,250  $   88,973
   Oak Grove Commons                  98,412      86,845     180,696     145,698
                                  ----------  ----------  ----------  ----------
                                     159,576     125,560     309,946     234,671
                                  ==========  ==========  ==========  ==========

Capital Expenditures:
   Leawood Fountain Plaza (76%)   $  102,834  $    7,600  $  105,645  $   20,773
   Oak Grove Commons                   5,404       8,760       8,246      18,319
                                  ----------  ----------  ----------  ----------
                                     108,238      16,360     113,891      39,092
                                  ==========  ==========  ==========  ==========

Depreciation and Amortization:
   Leawood Fountain Plaza (76%)   $   48,849  $   72,401  $   95,632  $  148,054
   Oak Grove Commons                  59,215      59,780     107,827     116,690
                                  ----------  ----------  ----------  ----------
                                     108,064     132,181     203,459     264,744
                                  ==========  ==========  ==========  ==========

Assets:
                                           June 30, 2000       December 31, 1999
                                           -------------       -----------------

Leawood Fountain Plaza (76%)                  $3,081,733              $2,998,208
Oak Grove Commons                              3,630,596               3,498,609
                                              ----------              ----------
                                               6,712,329               6,496,817
                                              ==========              ==========



                                       -6-

<PAGE>



Reconciliation  of segment data to the  Partnerships's  consolidated  data is as
follows:

                             Three Months Ended           Six Months Ended
                                  June 30,                    June 30,
                             2000          1999          2000          1999
                             ----          ----          ----          ----
Revenues:
     Segments             $   536,949   $   521,738   $ 1,054,429   $ 1,020,380
     Corporate and other        1,266           603         1,736         1,829
                          -----------   -----------   -----------   -----------
                              538,215       522,341     1,056,165     1,022,209
                          ===========   ===========   ===========   ===========



Net Income:
     Segments             $   159,576   $   125,560   $   309,946   $   234,671
     Corporate and other
       income                   1,266           603         1,737         1,829
     General and admin
       expenses               (33,125)      (22,059)      (58,702)      (24,261)
                          -----------   -----------   -----------   -----------
     Net income               127,717       104,104       252,981       212,239
                          ===========   ===========   ===========   ===========

Depreciation and
  Amortization
     Segments             $   108,064   $   132,181   $   203,459   $   264,744
     Corporate and other            0       (31,366)            0       (62,731)
                          -----------   -----------   -----------   -----------
                              108,064       100,815       203,459       202,013
                          ===========   ===========   ===========   ===========

Assets:
                                      June 30, 2000           December 31, 1999
                                      -------------           -----------------

Segments                                 $6,712,329                  $6,496,817
Corporate and other                         403,775                     375,491
                                         ----------                  ----------
                                          7,116,104                   6,872,308
                                         ==========                  ==========

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

Liquidity and Capital Resources
-------------------------------

Cash on hand as of June 30, 2000 is $1,489,966, an increase of $252,672 from the
year ended  December 31, 1999.  For the six month period ended June 30, 2000 net
cash provided by operating  activities  was  $377,962.  Cash was used for tenant
improvements  in the amount of $113,891 and payments on mortgage  notes  payable
were made in the amount of $11,399.  The  Registrant  expects the  properties to
adequately fund anticipated capital  expenditures for the remainder of 2000. The
anticipated capital expenditures are as follows:

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

     Oak Grove Commons                   $ 85,000       $  2,703       $ 87,703
     Leawood Fountain Plaza (76%)               0         87,286         87,286
                                         --------       --------       --------
                                         $ 85,000       $ 89,989       $174,989
                                         ========       ========       ========

Oak Grove Commons' and Leawood Found Plaza's Leasing Capital  includes funds for
tenant  alterations  and lease  commissions  for new and renewal  leases.  Other
Capital  expenditures  at Oak Grove Commons  include 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 Property Operations
------------------------------

The results of operations for the Registrant's properties for the quarters ended
June 30, 2000 and 1999 are detailed in the schedule below. Expenses and revenues
of the Registrant are excluded.

                                 Oak Grove Commons  Leawood Fountain Plaza (76%)
                                 -----------------  ----------------------------
     Second Quarter 2000
             Revenues                $261,748                $275,201
             Expenses                 163,336                 214,037
                                     --------                --------
             Net Income              $ 98,412                $ 61,164
                                     ========                ========

     Second Quarter 1999
             Revenues                $253,605                $268,133
             Expenses                 166,760                 229,418
                                     --------                --------
             Net Income              $ 86,845                $ 38,715
                                     ========                ========

For the quarter  ended June 30, 2000 and 1999,  Oak Grove Commons had net income
of $98,412 and $86,845  respectively.  This represents an increase in net income
of $11,567. Revenues increased $8,143 when comparing the two quarters, primarily
due to increases in base rental revenue ($5,876),  interest income ($4,557), and
termination fee revenue  ($15,400).  These increases were partially  offset by a
decrease in common area maintenance revenue ($17,597). The increased termination
fee revenue can be  attributed  to the early lease vacate of a former  tenant at
the property.   The decrease  in common area maintenance  revenues is related to

                                       -8-

<PAGE>



lower  incurred  reimbursable  expenses.  Expenses  at Oak Grove  Commons  were
$163,336 for the quarter  ended June 30, 2000 and $166,760 for the quarter ended
June 30, 1999. The decrease in expenses of $3,424 can primarily be  attributable
to a decrease in real estate tax ($5,330),  vacancy related  expenses  ($3,898),
and parking lot  expenses  ($2,585),  partially  offset by increases in interest
expense ($4,815), and bad debt expense ($3,308). The decrease in real estate tax
expense  is due to a  decrease  in the  annual  tax amount due based on the most
recent property valuation.

At Leawood  Fountain  Plaza,  net income  increased from $38,715 for the quarter
ended June 30,  1999 to  $61,164  for the  quarter  ended  June 30,  2000.  This
represents  an  increase  in net income of $22,449.  Revenues  increased  $7,068
primarily  due to an increase in rental  revenue  ($5,366) and  interest  income
($3,367),  partially  offset  by a  decrease  in  escalation  revenue  ($1,743).
Expenses for the quarter  ended June 30, 1999 were $229,418 and expenses for the
quarter ended June 30, 2000 were $214,037 representing a decrease in expenses of
$15,381.  This  decrease  in expenses  is a result of  decreases  in parking lot
expenses ($8,588),  depreciation and amortization  expense ($23,552),  partially
offset by an increase in real estate tax expense of ($15,141), and various other
operating  expenses  ($1,618).  The  decrease  in parking  lot expense is due to
parking lot sealing  necessary in 1999 only.  The decrease in  depreciation  and
amortization is due to fully amortized  assets.  The increase in real estate tax
expense can be attributed to appeal fees incurred by the Registrant in an effort
to lower the valuation and corresponding annual tax.

The occupancy levels at the Registrant's properties during the second quarter of
1999 remained  high.  These high levels can be  attributed  to the  Registrant's
ability to lease  space as it becomes  available.  The  occupancy  levels at the
Registrant's properties are listed below.

                                           Occupancy levels as of June 30,
                                           -------------------------------
         Property                        2000            1999          1998
         --------                        ----            ----          ----

Oak Grove Commons                         98%             97%           98%
Leawood Fountain Plaza (76%)              98%             98%           94%

Occupancy at Oak Grove  Commons  decreased 2% during the second  quarter to 98%.
Leasing  activity  consisted of one tenant vacating their lease for 2,770 square
feet and two renewed  their leases for 6,759 square feet.  Oak Grove Commons has
no tenant occupying more than 10% of the available space.

During the second quarter of 2000,  leasing  activity at Leawood  Fountain Plaza
consisted  of the  Registrant  renewing  one lease for 946  square  feet and the
Registrant  signing  one new lease  with a tenant  for 4,470  square  feet.  The
occupancy  increased to 98% throughout  the quarter.  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
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.

                                       -9-

<PAGE>




2000 Comparison
---------------

At June 30, 2000, the Registrant's  consolidated  revenues for the quarter ended
and six month period ended are $538,215 and $1,056,165,  respectively.  Revenues
increased  $15,874 and $33,956 when compared to the quarter and six month period
ended June 30, 1999. The increase in revenues can primarily be  attributable  to
increases in base rental  revenue and interest  income at both Oak Grove Commons
and  Leawood  Fountain  Plaza.  An  increase  in  Termination  Fee revenue and a
decrease in common area  maintenance  revenues  were also  reflected  at Leawood
Fountain Plaza, as previously addressed in the property comparisons.

Consolidated  expenses for the quarter ended June 30, 2000 and the quarter ended
June 30, 1999 are $410,948 and $418,237,  respectively. For the six month period
ended June 30, 2000 and the six month period  ended June 30, 1999,  consolidated
expenses are $803,184  and 809,970,  respectively.  The decrease in expenses for
the three month period in the amount of $7,739 can  primarily be  attributed  to
decreases  in  professional  services  expense  ($15,513),  insurance  ($1,401),
parking lot and landscaping expense ($11,865), office general expenses ($4,020),
vacancy related expenses ($4,867), and other operating expenses ($3,257).  These
decreased  expenses  were  partially  offset by  increases  in interest  expense
($4,815),  depreciation  and  amortization  ($7,249),  real  estate tax  expense
($9,811),  utilities  ($4,528),  cleaning expense ($4,792),  and payroll expense
($2,342).  The  decrease  in  professional  services is due to lower legal costs
incurred regarding partnership related matters. The decreases in parking lot and
landscaping expenses and vacancy expenses,  as well as the increases in interest
expenses,  depreciation  and  amortization,  and real  estate  tax have all been
previously addressed in the property  comparisons.  The decrease in expenses for
the six month period in the amount of $6,786 can be attributable to decreases in
repairs  and  maintenance  related  expenses  ($1,331),   professional  services
($8,355),insurance  ($4,490),  parking lot and  landscaping  expenses  ($9,735),
office general expenses ($3,539),  vacancy expense ($6,128), and other operating
expense  ($12,273).  These decreased expenses were partially offset by increases
in interest expense  ($7,149),  depreciation and amortization  expense ($1,446),
real estate tax expense ($10,613), management fees ($1,771), utilities ($6,532),
cleaning expenses ($7,212), and payroll expenses ($4,342). The decrease in other
operating  expense is primarily due to decreases in snow removal and common area
related expenses.

1999 Comparison
---------------

At June 30, 1999, the Registrant's  consolidated  revenues for the quarter ended
and six month period ended are $522,341 and $1,022,209,  respectively.  Revenues
increased $63,916 and $143,395 when compared to the quarter and six month period
ended June 30, 1998. The increase in revenues can be primarily  attributable  to
increase in base rental revenue at Oak Grove commons and Leawood  Fountain Plaza
in addition to an increase in common area maintenance revenue at Oak Grove.

Consolidated expenses for the quarter ending June 30, 1999 and the quarter ended
June 30, 1998 are $418,237 and $388,458,  respectively. For the six month period
ended June 30, 1999 and the six month period  ended June 30, 1998,  consolidated
expenses are $809,970 and $740,372,  respectively.  The increase in expenses for
the three  month  period of  $29,779  can be  attributable  to  management  fees
($4,048),  repairs and  maintenance-building  ($13,282),  professional  services
($17,410),  payroll  ($4,586),  insurance  ($2,783),  and parking lot ($17,268).
These increases were partially offset by decreases in interest expense ($6,270),
depreciation/amortization  ($12,812), and vacancy expense ($8,741). The increase
in repairs and maintenance is primarily due to additional  interior and exterior
work at Leawood Fountain Plaza. The additional  professional  services  incurred
during 2nd  quarter  1999 are  related to costs at the  partnership  level.  The
increase in parking lot and  landscaping  are mainly due to sealing work done at
Leawood  Fountain Plaza.  The decrease in depreciation  and  amortization can be
attributed to fully depreciated and amortized assets.

                                      -10-

<PAGE>



Vacancy costs were greater during 1998 due to lower occupancy  levels at Leawood
Fountain Plaza. The increase in expenses of $69,598 for the six month period can
be attributed to increases in management fees ($8,785),  repairs and maintenance
($26,630),   professional  services  ($25,333),   payroll  ($9,562),   insurance
($6,209),  parking lot ($17,515),  office expenses ($1,571), and other operating
expenses  ($14,582).  These  increases  were  partially  offset by  decreases in
interest ($11,052), depreciation/amortization ($18,891), real estate tax expense
($3,719),  and vacancy expense ($6,186). The increase in management fees are due
to  the  related  increased  revenue  level.  In  addition  to the  repairs  and
maintenance  increase  addressed above,  there was also an increase reflected in
heating , ventilation,  and air-conditioning  repairs in 1st quarter 1999, which
contributed  to the six  month  increase.  The  increase  in  payroll  is due to
additional office personnel at the site levels.  The increase in other operating
expenses is primarily due to  fire/crime  prevention  related  expenses and snow
removal.

Inflation
---------

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

                                      -11-

<PAGE>



PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

              See Exhibit Index on Page 14


         (b) Reports on Form 8-K

              On April 17, 2000, the Registrant filed a report on Form 8-K which
              reported an Item 4, Changes in Registrant's Certifying Accountant


                                   SIGNATURES
                                   ----------

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


                                           NOONEY INCOME FUND LTD., L.P.

Dated:    August 14, 2000                  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


                                      -12-

<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)

                                      -13-