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, 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
---------------------------------------------          -------------------------
 (Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code        (314) 206-4600
                                                   -----------------------------
            500 N. Broadway, Suite 1200, St. Louis, MO 63102-2449
--------------------------------------------------------------------------------
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,       December 31,
                                                       1999             1998
                                                    (Unaudited)
                                                    -----------     ------------
ASSETS:

     Cash and Cash Equivalents                     $  1,065,484    $    804,739
     Accounts receivable                                123,207          97,104
     Prepaid expenses and deposits                       22,964          12,332
     Investment property, at cost:
         Land                                         1,946,169       1,946,169
         Buildings and improvements                   8,584,715       8,601,373
                                                   ------------    ------------
                                                     10,530,884      10,547,542
         Less accumulated depreciation               (5,136,598)     (5,010,424)
                                                   ------------    ------------
                                                      5,394,286       5,537,118
     Deferred expenses - At amortized cost              110,973         111,293
                                                   ------------    ------------
                                                   $  6,716,914    $  6,562,586
                                                   ============    ============


LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses         $    130,135    $    186,291
     Accrued real estate taxes                          181,166         180,361
     Mortgage notes payable                           1,136,402       1,149,701
     Refundable tenant deposits                         142,316         131,577
                                                   ------------    ------------
                                                      1,590,019       1,647,930

Partners' Equity                                      5,126,895       4,914,656
                                                   ------------    ------------

                                                   $  6,716,914    $  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          Six Months Ended
                                           June 30,      June 30,      June 30,      June 30,
                                             1999          1998          1999          1998
                                         ------------  ------------  ------------  ------------
<S>                                      <C>           <C>           <C>           <C>

REVENUES:
     Rental and other income             $   522,341   $   452,721   $ 1,022,205   $   867,788
     Interest                                      0         5,704             4        11,026
                                         -----------   -----------   -----------   -----------
                                             522,341       458,425     1,022,209       878,814

EXPENSES:
     Interest                                 21,826        28,096        45,155        56,207
     Depreciation and amortization           100,815       113,627       202,013       220,904
     Real estate taxes                        64,169        64,747       125,774       129,493
     Property management fees paid to
         Nooney Inc.                          31,277        27,229        61,196        52,411
     Reimbursement to Nooney Inc.
         for partnership management
         services and indirect expenses        6,250         6,250        12,500        12,500
     Repairs & Maintenance                    30,442        17,160        55,253        28,623
     Professional Services                    41,019        23,609        60,643        35,310
     Utilities                                24,984        25,511        52,248        52,324
     Cleaning                                 14,028        14,458        26,123        26,788
     Payroll                                  15,132        10,546        31,884        22,322
     Insurance                                10,619         7,836        23,382        17,173
     Parking Lot/Landscaping                  27,470        10,202        33,115        15,600
     Office General                            9,330         9,144        15,863        14,292
     Vacancy Expense                           5,583        14,324         9,385        15,571
     Other operating expenses                 15,293        15,719        55,436        40,854
                                         -----------   -----------   -----------   -----------

                                             418,237       388,458       809,970       740,372
                                         -----------   -----------   -----------   -----------

NET INCOME                               $   104,104   $    69,967   $   212,239   $   138,442
                                         ===========   ===========   ===========   ===========
NET INCOME PER LIMITED
     PARTNERSHIP UNIT                    $      5.67   $      4.86   $     11.61   $      8.40
                                         ===========   ===========   ===========   ===========

PARTNERS' EQUITY:
     Beginning of Period                 $ 5,022,791   $ 5,171,808   $ 4,914,656   $ 5,103,333
     Cash distributions to partners               (0)     (210,846)           (0)     (210,846)
     Net Income                              104,104        69,967       212,239       138,442
                                         -----------   -----------   -----------   -----------

     End of Period                       $ 5,126,895   $ 5,030,929   $ 5,126,895   $ 5,030,929
                                         ===========   ===========   ===========   ===========
</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,
                                                           1999          1998
                                                           ----          ----

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income                                        $   212,239   $   138,442
    Adjustments to reconcile net income to net
    cash provided by operating activities:
       Depreciation and amortization                      202,013       220,904

    Changes in assets and liabilities:
       (Increase) Decrease in accounts
         receivable                                       (26,103)       32,012
       Increase in prepaid expenses and deposits          (10,632)      (21,378)
       Increase in deferred expenses                      (19,769)      (67,018)
       Decrease in accounts payable and accrued
         expenses                                         (56,156)      (91,164)
       Increase (Decrease) in accrued real estate
         taxes                                                805        (1,709)
       Increase in refundable tenant deposits              10,739        13,637
                                                      -----------   -----------

           Total Adjustments                              100,897        85,284
                                                      -----------   -----------

       Net cash provided by operating activities          313,136       223,726
                                                      -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
    Net additions to investment property                  (39,092)      (96,953)
                                                      -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES -
    Cash distributions to partners                              0      (210,846)
    Payments on mortgage notes payable                    (13,299)      (32,400)
                                                      -----------   -----------

    Net cash from financing activities                    (13,299)     (243,246)
                                                      -----------   -----------

NET INCREASE (DECREASE) IN CASH
           AND CASH EQUIVALENTS                           260,745      (116,473)

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

CASH AND CASH EQUIVALENTS, end of period              $ 1,065,484   $   748,814
                                                      ===========   ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for interest    $    45,155   $    56,207
                                                      ===========   ===========




                 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, 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.,
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,  1999 and for all  periods  presented  have been made.  The  results of
operations  for the three and six month  periods  ended June 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  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 six month  periods
ended June 30, 1999 and 1998 were computed on 15,180 units,  the number of units
outstanding during the periods.

NOTE E:

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



                                       -5-

<PAGE>

NOTE F:

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

                                   Three Months Ended        Six Months Ended
                                        June 30,                 June 30,
                                     1999        1998        1999        1998
                                     ----        ----        ----        ----
(In thousands)
Revenues:
     Leawood FountainPlaza (76%)  $  268,133     235,313  $  535,118  $  446,181
     Oak Grove Commons               253,605     218,823     485,262     427,645
                                  ----------  ----------  ----------  ----------
                                     521,738     454,136   1,020,380     873,826
                                  ==========  ==========  ==========  ==========
Operating Profit:
     Leawood Fountain
     Plaza (76%)                  $   38,715  $   28,502  $   88,973  $   38,595
     Oak Grove Commons                86,845      38,919     145,698      89,639
                                  ----------  ----------  ----------  ----------
                                     125,560      67,421     234,671     128,234
                                  ==========  ==========  ==========  ==========

Capital Expenditures:
     Leawood Fountain Plaza (76%) $    7,600  $    4,270  $   20,773  $   13,208
     Oak Grove Commons                 8,760      65,429      18,319      83,745
                                  ----------  ----------  ----------  ----------
                                      16,360      69,699      39,092      96,953
                                  ==========  ==========  ==========  ==========

Depreciation and Amortization:
     Leawood Fountain Plaza (76%) $   72,401  $   74,013  $  148,054  $  146,720
     Oak Grove Commons                59,780      65,211     116,690     125,378
                                  ----------  ----------  ----------  ----------
                                     132,181     139,224     264,744     272,098
                                  ==========  ==========  ==========  ==========

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

     Leawood Fountain Plaza (76%)             $2,974,303              $3,264,280
     Oak Grove Commons                         3,407,594               2,841,957
                                              ----------              ----------
                                               6,381,897               6,106,237
                                              ==========              ==========

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

                              Three Months Ended           Six Months Ended
                                   June 30,                    June 30,
                              1999          1998          1999          1998
                              ----          ----          ----          ----
Revenues:
     Segments             $   521,738   $   454,136   $ 1,020,380   $   873,826
     Corporate and other          603         4,289         1,829         4,988
                          -----------   -----------   -----------   -----------
                              522,341       458,425     1,022,209       878,814
                          ===========   ===========   ===========   ===========




                                       -6-

<PAGE>



Operating Profit:
     Segments             $   125,560   $    67,421   $   234,671   $   128,234
     Corporate and other
       income                     603         4,289         1,829         4,988
     General and admin
       expenses                22,059         1,743        24,261        (5,220)
                          -----------   -----------   -----------   -----------
     Net Income               104,104        69,967       212,239       138,442
                          ===========   ===========   ===========   ===========

Depreciation and Amortization:
     Segments             $   132,181   $   139,224   $   264,744   $   272,098
     Corporate and other      (31,366)      (25,597)      (62,731)      (51,194)
                          -----------   -----------   -----------   -----------
                              100,815       113,627       202,013       220,904
                          ===========   ===========   ===========   ===========

Assets:
     As of:                                June 30, 1998       December 31, 1998
                                           -------------       -----------------

     Segments                                 $6,381,897              $6,106,237
     Corporate and other                         335,017                 456,349
                                              ----------              ----------
                                               6,716,914               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 the Registrant. Actual
results could differ materially from those contemplated by such statements.

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

Cash on hand as of June 30, 1999 is $1,065,484, an increase of $260,745 from the
year ended  December 31, 1998.  For the six month period ended June 30, 1999 net
cash provided by operating  activities  was  $313,136.  Cash was used for tenant
improvements  in the amount of $39,092 and  payments on mortgage  notes  payable
were made in the amount of $13,299.  The  Registrant  expects the  properties to
adequately fund anticipated capital  expenditures for the remainder of 1999. The
anticipated capital expenditures are as follows:

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

     Oak Grove Commons                  $ 22,511       $ 36,145       $ 58,656
     Leawood Fountain Plaza (76%)         58,971        128,254        187,225
                                        --------       --------       --------
                                        $ 81,482       $164,399       $245,881
                                        ========       ========       ========

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 mansards
and drain  replacement.  Other Capital at Leawood Fountain Plaza includes carpet
replacement in three buildings' hallways, coach lamp replacement, and an asphalt
overlay of the parking lot.

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

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

                                                               Leawood
                                      Oak Grove Commons   Fountain Plaza (76%)
                                      -----------------   --------------------
     Second Quarter 1999
             Revenues                     $253,605             $268,133
             Expenses                      166,760              229,418
                                          --------             --------
             Net Income                   $ 86,845             $ 38,715
                                          ========             ========

     Second Quarter 1998
             Revenues                     $218,823             $235,313
             Expenses                      179,904              206,811
                                          --------             --------
             Net Income                   $ 38,919             $ 28,502
                                          ========             ========

For the quarter  ended June 30, 1999 and 1998,  Oak Grove Commons had net income
of $86,845 and $38,919  respectively.  This represents an increase in net income
of $47,926.  Revenues  increased  $34,782 when comparing the two quarters due to
increases  in  base  rental  revenue   ($19,359)  and  common  area  maintenance
reimbursement revenue ($20,708), partially offset by a decrease in miscellaneous
revenue  ($5,285).  The  increase  in  common  area  maintenance  income  can be
attributed to the amounts billed to tenants  in 1999 being  higher than 1998 due
to  increased  reimbursable  expenses.  The  increase  in  base  rent  is due to
increased rental rates on new and renewed tenants. Expenses at Oak Grove Commons
were  $166,760 for the quarter  ended June 30, 1999 and $179,904 for the quarter

                                       -8-

<PAGE>


ended June 30, 1998. The decrease in expenses of $13,144 can be  attributable to
decreases  in  interest  ($6,270),   amortization  expense  ($5,606),   heating,
ventilation,  and  air-conditioning  expense  ($4,222),   professional  services
($4,779),  and  vacancy  ($3,991).  These  decreases  were  partially  offset by
increases in parking lot expense ($3,135), real estate tax expense ($6,131), and
other operating  expenses  ($2,458).  The increase in real estate tax expense is
due to an increase in the annual tax amount due.

At Leawood  Fountain  Plaza,  net income  increased from $28,502 for the quarter
ended June 30,  1998 to  $38,715  for the  quarter  ended  June 30,  1999.  This
represents an increase in net income of $10,213.  Revenues increased $32,820 due
to an increase in rental  income.  This increase is as a result of the increased
occupancy  level that of the prior year comparison  period and increased  rental
rates.  Expenses for the quarter  ended June 30, 1998 were $206,811 and expenses
for the quarter  ended June 30, 1999 were $229,478  representing  an increase in
expenses of $22,607.  This  increase  in  expenses is a result of  increases  in
parking lot  expenses  ($8,588),  repairs and  maintenance  building  ($13,317),
heating,   ventilation,  and  air-conditioning  ($5,517),  and  other  operating
expenses  ($1,893).  These increases were partially offset by a decrease in real
estate tax expense of  ($6,709).  The  increase in parking lot expense is due to
additional  parking lot sealing necessary in 2nd quarter 1999 and the additional
repairs and maintenance building costs can be attributed to masonry/roof repairs
and hallway painting, also performed in 2nd quarter 1999.

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                                     1999        1998        1997
     --------                                     ----        ----        ----

Oak Grove Commons                                  97%         98%         93%
Leawood Fountain Plaza (76%)                       98%         94%         90%

Occupancy at Oak Grove Commons remained  consistent during the second quarter at
97%.Two  tenants  signed new leases to occupy  8,700 square feet and two tenants
vacated  their  leases for 8,383 square  feet.  Oak Grove  Commons has no tenant
occupying more than 10% of the available space.

During the second quarter of 1999,  leasing  activity at Leawood  Fountain Plaza
consisted  of the  Registrant  renewing  one lease for 1,625  square  feet.  The
occupancy  remained  stable at 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 1999,  respectively.  The  tenant  whose  lease
expired  in July 1999 has  informed  the  Registrant  that they  intend to renew
through 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
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>

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

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

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

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

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

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

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

Risks
-----

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

                                      -10-

<PAGE>


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.

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 as mentioned in the property  comparisons.  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 as also mentioned in
the property  comparisons.  The decrease in depreciation and amortization can be
attributed to fully depreciated and amortized assets. 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 repairs and maintenance,  professional
services, and parking lot, as well as the decreases in depreciation/amortization
and  vacancy  have been  addressed  above in the three  month  comparisons.  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.

1998 Comparison
---------------

At June 30, 1998, the Registrant's  consolidated  revenues for the quarter ended
and six month period ended are $458,425  and  $878,814,  respectively.  Revenues
decreased  $19,346 and $55,701 when compared to the quarter and six month period
ended June 30, 1997. The decrease in revenues can be attributable to significant
decreases in common area maintenance/escalation income at both Oak Grove Commons

                                      -11-

<PAGE>




and Leawood  Fountain Plaza.  These decreases were partially offset by increases
in rental  revenue at both Oak Grove  Commons and  Leawood  Fountain  Plaza,  in
addition to increases in miscellaneous income at Oak Grove Commons.

Consolidated  expenses for the quarter ended June 30, 1998 and the quarter ended
June 30, 1997 are $388,458 and $415,696,  respectively. For the six month period
ended June 30, 1998 and the six month period  ended June 30, 1997,  consolidated
expenses are $740,372  and 811,669,  respectively.  The decrease in expenses for
the three month period in the amount of $27,238 can be attributable to decreases
in real estate tax expense ($18,633),  repairs and maintenance expense ($4,281),
payroll ($2,706),  and other operating expenses ($12,375).  These decreases were
partially  offset by an increase in vacancy expense of $10,303.  The decrease in
real  estate tax  expense is due to the  receipt of the actual 1997 tax bill for
Oak Grove Commons that was less than  anticipated.  The other operating  expense
decrease is primarily due to lower fire/crime  prevention costs. The decrease in
expenses for the six month  period in the amount of $71,297 can be  attributable
to  decreases  in  interest  expense  ($2,426),  depreciation  and  amortization
($8,061),  real estate taxes  ($15,194),  management fees ($3,649),  repairs and
maintenance   expenses  ($11,551),   professional  service  expenses  ($18,588),
cleaning ($1,874),  insurance ($1,850),  parking  lot/landscaping  ($2,391), and
other operating  expenses  ($22,877).  These decreases were partially  offset by
increases in utilities  ($8,304) and vacancy expense  ($8,649).  The majority of
the expense decreases were minimal, however the real estate tax expense decrease
is due to the lower actual tax bill mentioned above,  the  professional  service
decrease is  primarily  due to a decrease in  audit/tax  expense,  and the other
operating  expense  decrease can  primarily be  attributed  to lower  fire/crime
prevention and snow removal costs.

Inflation
---------

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

                                      -12-

<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

             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:    August 14, 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-