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 quarter period ended               August 31, 1997
                            ----------------------------------------------------

                                       OR

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

For the transition period from                      To
                              --------------------------------------------------

                         Commission file number 0-11023
                                                -------

                   NOONEY REAL PROPERTY INVESTORS-FOUR, L.P.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

             Missouri                                       43-1250566
----------------------------------               -------------------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

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

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

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

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

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required to be filed by  Sections  12,13,  or 15 (d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes _____ No _____

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

                                       -1-

<PAGE>



PART I
ITEM 1 - FINANCIAL STATEMENTS:



                    NOONEY REAL PROPERTY INVESTORS-FOUR, L.P.

                             (A LIMITED PARTNERSHIP)

                                 BALANCE SHEETS


                                               August 31,     November 30,
                                                 1997            1996
                                             (Unaudited)
                                             ------------     ------------

ASSETS:
      Cash                                    $    377,854    $    211,840
      Accounts receivable                          134,342         199,357
      Prepaid expenses and deposits                 22,376          56,679
      Investment property, at cost:
            Land                                 1,013,858       1,013,858
            Buildings and improvements          13,603,653      13,319,137
                                              ------------    ------------

                                                14,617,511      14,332,995
      Less accumulated depreciation              7,476,602       7,134,674
                                              ------------    ------------
                                                 7,140,909       7,198,321
      Investment property held for sale          3,854,328       3,479,887

      Deferred expenses - At amortized cost         59,788          65,549
                                              ------------    ------------
                                              $ 11,589,597    $ 11,211,633
                                              ============    ============


LIABILITIES AND PARTNERS' DEFICIT

Liabilities:
      Accounts payable and accrued expenses   $    233,226    $     86,951
      Mortgage notes payable                    12,896,867      12,529,484
      Refundable tenant deposits                    85,037          89,395
                                              ------------    ------------
                                                13,215,130      12,705,830

Partners' Deficit                               (1,625,533)     (1,494,197)
                                              ------------    ------------
                                              $ 11,589,597    $ 11,211,633
                                              ============    ============



                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                       -2-

<PAGE>


<TABLE>

                              NOONEY REAL PROPERTY INVESTORS-FOUR, L.P.

                                       (A LIMITED PARTNERSHIP)

                            STATEMENTS OF OPERATIONS AND PARTNERS' DEFICIT

                                             (UNAUDITED)

<CAPTION>
                                                     Three Months Ended            Nine Months Ended
                                                 August 31,      August 31,     August 31,     August 31,
                                                  1997              1996           1997           1996
                                                  ----              ----           ----           ----
<S>                                              <C>            <C>            <C>            <C>

REVENUES:
      Rental and other income                    $   848,266    $   846,734    $ 2,544,620    $ 2,564,418
      Interest                                           770            440          1,207          2,645
                                                 -----------    -----------    -----------    -----------
                                                     849,036        847,174      2,545,827      2,567,063

      EXPENSES:
      Interest                                       287,076        284,188        847,642        853,362
      Depreciation and amortization                  120,090        124,374        354,763        374,906
      Real estate taxes                              125,016        106,036        343,840        315,817
      Property management fees paid to
            Nooney Krombach Company                   44,831         44,869        135,097        135,995
      Reimbursement to Nooney Krombach
            Company for partnership management
            services and indirect expenses            10,000         10,000         30,000         30,000
      Repairs & Maintenance expenses                  53,934         61,717        141,300        160,921
      Payroll expenses                                55,037         55,327        162,066        158,765
      Insurance expenses                              26,292         32,392         79,077         87,819
      Cleaning expenses                               23,466         14,295         61,933         43,465
      Utility expenses                                42,193         45,395        115,003        110,475
      Professional fee expenses                       15,224          4,309         96,088         55,109
      Corporate unit expenses                         17,972         20,660         36,289         53,847
      Rennovation expenses                            18,427          3,539         29,462          3,539
      Other operating expenses                        59,434         54,454        244,603        229,244
                                                 -----------    -----------    -----------    -----------

                                                     898,992        861,555      2,677,163      2,613,264
                                                 -----------    -----------    -----------    -----------
NET LOSS                                         $   (49,956)   $   (14,381)   $  (131,336)   $   (46,201)
                                                 ===========    ===========    ===========    ===========

NET LOSS PER LIMITED
 PARTNERSHIP UNIT                                $     (3.63)   $     (1.04)   $     (9.54)   $     (3.36)
                                                 ===========    ===========    ===========   ============

PARTNERS' DEFICIT:
      Beginning of Period                        $(1,575,577)   $(1,507,284)   $(1,494,197)   $(1,475,464)
      Net Loss                                       (49,956)       (14,381)      (131,336)       (46,201)
                                                 -----------     ----------    -----------    -----------

      End of Period                              $(1,625,533)   $(1,521,665)   $(1,625,533)   $(1,521,665)
                                                 ===========    ===========    ===========    ===========



                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
</TABLE>

                                       -3-

<PAGE>




                    NOONEY REAL PROPERTY INVESTORS-FOUR, L.P.

                             (A LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

                                                           Nine Months Ended
                                                       August 31,     August 31,
                                                          1997           1996
                                                          ----           ----

CASH FLOWS FROM OPERATING ACTIVITIES:
      Net Loss                                         $(131,336)    $ (46,201)
      Adjustments to reconcile net loss to net cash
      provided by operating activities:
            Depreciation and amortization                354,763       374,906

      Changes in assets and liabilities:
            Decrease in accounts receivable               65,015        71,376
            Decrease in prepaid expenses and
             deposits                                     34,303        33,979
            Increase in accounts payable and
             accrued expenses                            146,275        99,268
            Decrease in refundable tenant deposits        (4,358)       (2,379)
            Increase in deferred expense                  (5,300)      (49,627)

                 Total Adjustments                       590,698       527,523
                                                       ---------     ---------

                 Net cash provided by operating
                  activities                             459,362       481,322
                                                       ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Additions to investment property                  (459,034)     (121,081)
      Additions using Capital Reserve Escrow            (201,697)            0
                                                       ---------     ---------

                 Net cash used in investing
                  activities                            (660,731)     (121,081)
                                                       ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Payments on mortgage notes payable                  (8,833)      (80,050)
      Funding on mortgage notes payable                  376,216             0
                                                       ---------     ---------

                  Net cash from financing
                   activities                            367,383       (80,050)
                                                       ---------     ---------

NET INCREASE IN CASH                                     166,014       280,191

CASH, Beginning of period                                211,840       275,823
                                                       ---------     ---------

CASH, End of period                                    $ 377,854     $ 556,014
                                                       =========     =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
INFORMATION - Cash paid during the
  period for interest                                  $ 895,335     $ 853,362
                                                       =========     =========


                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                       -4-

<PAGE>



                    NOONEY REAL PROPERTY INVESTORS-FOUR, L.P.

                             (A LIMITED PARTNERSHIP)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

              THREE AND NINE MONTHS ENDED AUGUST 31, 1997 AND 1996

NOTE A:

Refer to the Registrant's  financial  statements for the year ended November 30,
1996, which are contained in the Registrant's  Annual Report on Form 10-K, for a
description of the accounting policies which have been continued without change.
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 Real Property
Investors-Four, 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
responsibility  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 August 31, 1997 and for all periods  presented  have been
made.

NOTE C:

The  Registrant's   properties  are  managed  by  Nooney  Krombach  Company,   a
wholly-owned  subsidiary of Nooney Company.  Certain individual general partners
and a corporate  general partner of the Registrant are officers and directors of
Nooney  Company.  Nooney Four Capital Corp., a general  partner,  is a 75% owned
subsidiary of Nooney Company.

NOTE D:

The loss per limited partnership unit for the three and nine months ended August
31, 1997 and August 31, 1996 was computed  based on 13,529 units,  the number of
units outstanding during the periods.


                                       -5-

<PAGE>



ITEM 7:          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS

It should  be noted  that this 10-Q  contains  forward-looking  information  (as
defined in the Private  Securities  Litigation Reform Act of 1995) that involves
risk and  uncertainty,  including trends in the real estate  investment  market,
projected  leasing and sales,  and the future  prospects for Registrant.  Actual
results could differ materially from those contemplated by such statements.

Liquidity and Capital Resources

Cash on hand as of August 31, 1997 is  $377,854,  an  increase of $166,014  from
year ended  November  30,  1996.  The  increase in cash can be  attributable  to
improved operations at Woodhollow  Apartments which have increased cash flow and
from a higher  balance in the  Woodhollow  real estate tax escrow account due to
timing.  Taxes are paid towards year end and the escrow  account  builds up cash
throughout  the year so that  adequate  funds are on hand to pay the taxes.  The
Registrant  continues its capital renovation  program at Woodhollow  Apartments,
depositing  excess  cash flow each month into the  established  capital  reserve
account  to  fund  the  new  siding,   parking  lot  upgrades  and  common  area
renovations.  During the third  quarter  the  Registrant  drew from the  capital
reserve  escrow  account  approximately  $128,000.  The  Registrant  anticipates
drawing an additional $127,000 during the fourth quarter.  The remaining capital
expenditures by property are as follows:

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

     Cobblestone Court              -0-          -0-         -0-         -0-
     Woodhollow Apartments          -0-      $13,638     $34,790     $48,428
                                    ---      -------     -------     -------
                                    -0-      $13,638     $34,790     $48,428
                                    ===      =======     =======     =======

At Woodhollow  Apartments,  operating capital is necessary in the fourth quarter
of 1997 for appliances and carpet and vinyl replacement. During the last quarter
of 1997 the Registrant anticipates spending $34,790 on signage, air conditioning
units and  balcony  work.  Due to the pending  sale,  capital  expenditures  for
Cobblestone Court have not been projected.

As  previously  indicated,  the  Registrant  decided to list  Cobblestone  Court
Shopping  Center to handle leasing of the property and then the ultimate sale of
the property  during 1997. The approach taken has been to find a new mini-anchor
for the East end of the Mall. Once a new mini-anchor  has been  identified,  the
intent is to put the  property on the market for sale with this tenant in place.
The  Registrant  believes this  strategy  will bring the maximum  dollars upon a
sale.  To date,  no  mini-anchor  has been  located  although  there are several
prospective  tenants which the brokerage firm has  contacted.  It is anticipated
that it will take until the end of 1997 to identify  and  negotiate a lease with
such a mini-tenant.  The  Registrant's  goal is then to sell the property during
the first or second quarter of 1998.

The holder of the first and second  mortgage debt on  Cobblestone  Court and the
second  mortgage  debt on  Woodhollow  Apartments  extended  these loans through
October 31, 1997.  The Registrant  anticipates  the lender will extend the loan.
The interest rate on Cobblestone  Court's first mortgage,  second mortgage,  and
the additional borrowing on Woodhollow's second mortgage are at an interest rate
calculated at LIBOR plus 2.75%.  As of August 31, 1997,  the rate was 8.5%.  The
interest rate on the original Woodhollow second mortgage is at 9.5%. The balance
of the  second  mortgages  was  increased  to pay for the  roof  replacement  at
Cobblestone Court. As of August 31, 1997, the balance of the first mortgage debt
on Cobblestone Court was $2,603,049.  As of  August 31, 1997, the balance on the
                 
                                       -6-

<PAGE>



Cobblestone  Court second  mortgage was $1,438,039 and the balance on the second
mortgage at Woodhollow Apartments was $578,817. The Registrant's  properties are
cross-collateralized  and both properties secure the debt with this lender.  The
first mortgage on Woodhollow Apartments had a balance of $8,276,962 as of August
31,  1997,  with an  interest  rate of 9.125%.  This loan  matures in July 2001.
Principal  payments will commence on this loan starting in September  1997.  The
first three years of this loan were interest only.

The long term  liquidity of the  Registrant  is dependent on its ability to fund
future capital  expenditures and mortgage payments,  maintain high occupancy and
negotiate  with lenders the renewal and/or  refinancing  of Cobblestone  Court's
mortgage debt.  Until such time as real estate market  conditions  recover and a
profitable sale of the Registrant's  properties is feasible, the Registrant will
continue to manage the property to achieve its investment objectives.

The results of operations for the Registrant's properties for the quarters ended
August 31,  1997 and 1996 are  detailed  in the  schedule  below.  Revenues  and
expenses of the Registrant are excluded.

                                     Woodhollow Apartments     Cobblestone Court
                                     ---------------------     -----------------
                     1997
                     ----
             Revenues                       $606,905              $241,433
             Expenses                        628,365               270,566
                                            --------              --------
             Net Loss                       $(21,460)             $(29,133)
                                            ========              ========

                     1996
                     ----
             Revenues                       $595,002              $251,827
             Expenses                        604,465               247,775
                                            --------              --------
             Net (Loss) Income              $ (9,463)             $  4,052
                                            ========              ========

At  Woodhollow  Apartments,  the  operating  results for the third quarter ended
August 31, 1997, declined from the third quarter ended August 31, 1996. Revenues
increased,  however,  due to an increase in rents and  occupancy  at  Woodhollow
Apartments.  The multi-family market in the West St. Louis County area continues
to improve,  putting upward pressure on rental rates. Offsetting the increase in
revenues is an increase  in  expenses  of $23,900  when  compared to the quarter
ending results of the prior year.  Operating  expenses  increased in advertising
($2,179),  cleaning  ($3,579),  extermination  ($3,176),  professional  services
($6,818), building repairs and maintenance ($10,424), and swimming pool expenses
($2,910), offset by decreases in insurance ($4,471), cleaning turnover ($2,526),
and telephone expenses  ($3,190).  In addition,  depreciation  increased $10,789
over the prior year due to the increase in capital assets added to the buildings
for the capital renovation program.

Cobblestone  Court net income (loss) for the quarters  ended August 31, 1997 and
1996 was  ($29,133)  and  $4,052,  respectively.  The  decrease in net income is
attributable  to  decreases  in revenue and an increase  in  expenses.  Revenues
decreased  approximately $10,000 when comparing the third quarter of 1997 to the
third quarter of 1996. The decrease in revenues is attributable to a decrease in
occupancy.  Expenses increased $22,791 for the third quarter of 1997 as compared
to the third  quarter of 1996.  The increase in expenses is  attributable  to an
increase in cleaning expense ($5,574),  parking lot ($2,726),  real estate taxes
($17,279),  and professional services other ($9,103). These increases in expense
were offset by a decrease in amortization expense of $15,073.



                                       -7-

<PAGE>



The occupancy  levels at the  Registrant's  properties  during the third quarter
decreased at both  Cobblestone  Court and Woodhollow  Apartments.  The occupancy
levels at August 31, 1997, 1996 and 1995 are as follows:

                                           Occupancy levels as of August 31,
             Property                   1997            1996              1995
             --------                   ----            ----              ----

Cobblestone Court Shopping Center        69%             84%               96%
Woodhollow Apartments                    96%             98%               92%

At Cobblestone  Court the Registrant  renewed one tenant  occupying 7,984 square
feet and one tenant  vacated  its space who  occupied  4,773  square  feet.  The
Registrant  has reviewed the valuation of the property and does not believe that
Cobblestone  Court  needs to incur  additional  write-downs.  An  appraisal  was
performed by an independent  appraisal firm in January 1997. The appraised value
of the center,  $4,950,000,  is higher than the book value of the property as of
November 30, 1996 and August 31, 1997.  While  vacancy has  increased  since the
appraisal  was  performed,  upon  review of the  underlying  assumptions  of the
appraisal,  the  Registrant  does not believe that the drop in  occupancy  would
result in a drop in the value of the property below book value. The property has
one major tenant that occupies approximately 26% of the center with a lease that
expires in December 2000.

At Woodhollow  Apartments the occupancy  decreased 2% when comparing  August 31,
1997 to August 31, 1996. The decrease in occupancy level is offset by an overall
increase in the rental rates of the property.  The  Registrant  anticipates  the
property will continue to operate with a high  occupancy rate for the balance of
1997.


1997 Comparisons

As of August 31, 1997, the  Registrant's  consolidated  revenues for the quarter
ended are $849,036 and for the nine month period ended August 31, 1997, they are
$2,545,827.  Revenues for the  corresponding  periods in 1996 were  $847,174 and
$2,567,063.  Revenues decreased $1,862 for the quarter ended August 31, 1997 and
decreased $21,236 for the nine month period ended August 31, 1997, when compared
to the corresponding  periods of the prior year. The decrease in revenues can be
attributable to the decrease in occupancy at Cobblestone Court Shopping Center.

Consolidated  expenses for the quarter ended August 31, 1997 and August 31, 1996
were $898,992 and $861,555, respectively,  indicating an increase of $37,437 for
the quarter  ended August 31,  1997,  when  compared to the prior year.  For the
quarter,   expenses   increased  in  real  estate  taxes,   cleaning   expenses,
professional  fees and  renovation  expenses.  For the nine month  period  ended
August 31, 1997 and August 31, 1996,  consolidated  expenses were $2,677,163 and
$2,613,264,  indicating an increase of $63,899, when compared to the prior year.
Expenses  that  did  increase  were  real  estate  taxes,   cleaning   expenses,
professional  fees and  renovation  expenses  offset by decreases in repairs and
maintenance and depreciation and amortization.



                                       -8-

<PAGE>


1996 Comparisons

As of August 31, 1996, the  Registrant's  consolidated  revenues for the quarter
ended are $847,174 and  $2,567,063  for the nine month  period  ended.  Revenues
increased  $28,684 and $85,489 for the quarter ended and nine month period ended
August 31, 1996 when compared to the same operating results for the period ended
August 31, 1995.

On a  consolidated  basis when  comparing  revenues for the three month and nine
month periods ended August  31,1996 to 1995  revenues  increased  3.5% and 3.4%,
respectively.   The  increase  in  revenues  can  be  attributed  to  Woodhollow
Apartments  where the  Registrant  had an  increase  in  revenues of $49,712 and
$163,982  when  comparing  the quarter ended and nine month periods ended August
31,  1996 to 1995.  The  increase  in  revenues  were  offset  by  decreases  at
Cobblestone Court for both the quarter ended and nine month periods ended August
31, 1996 of $20,507 and $82,489,  respectively.  The  increase in  revenues,  as
previously  stated,  at  Woodhollow  Apartments  is a  result  of  an  improving
multi-family  market in the west St. Louis County area. The operating results at
Cobblestone  Court over the three month and nine month  periods ended August 31,
1996 when compared to 1995 can be attributed to a decrease in rental income from
a decline in average  occupancy.  Along with the  decline in rental  income were
decreases  in expense  pass  through  income  resulting  from  tenant  occupancy
changes.  Tax  participation  income  increased at  Cobblestone  Court due to an
increase in real estate taxes.

Consolidated  expenses for the quarter  ended and nine month period ended August
31, 1996 are $861,555 and $2,613,264,  respectively.  For the same periods ended
August  31,  1995   consolidated   expenses   were   $855,160  and   $2,650,651,
respectively. For the quarter ended consolidated expenses increased less than 1%
or $6,395.  However,  though the  consolidated  expenses  on a  quarterly  basis
slightly increased,  individual expenses significantly  fluctuated.  Real estate
tax  expense  increased  $25,463  due to an  adjustment  in the real  estate tax
accruals  during the third  quarter of 1995.  During  that  quarter the State of
Missouri  passed a law that  reduced  Woodhollow  Apartment's  real  estate  tax
assessment  rate  from  32%  to  19%.  Due to the  reduction  of the  property's
assessment,  the real  estate tax  accruals  were  adjusted  to reflect the then
current  level of real  estate  taxes to be paid at year end.  Depreciation  and
amortization  decreased  $23,940  due to  under  generally  accepted  accounting
principles when a property (i.e.,  Cobblestone Court) is held for sale it may no
longer be depreciated.

For the nine  period  ended  August 31, 1996  compared to the same period  ended
August 31, 1995 consolidated expenses decreased $37,387 or 1.4%. Contributing to
the  decrease  were  decreases in  depreciation  and real estate taxes offset by
increases in other operating expenses. The decreases in depreciation were caused
by the factors previously  discussed when analyzing the quarterly  results.  The
decrease in real estate taxes relates to a reduction in  Woodhollow  Apartment's
assessment  resulting  from a change  in the law in the State of  Missouri.  The
increase in other operating expenses can be attributed to increases in furniture
rental ($32,924),  repairs and maintenance  ($27,617),  snow removal  ($23,927),
cleaning  ($14,861),  insurance  ($9,711),  swimming  pool costs  ($8,565),  and
vacancy  expense  ($6,190).  Offsetting  the  increases  in  the  aforementioned
expenses categories was a decrease in parking lot expenditures ($14,517).


Inflation

The effects of inflation  did not have a material  impact upon the  Registrant's
operation  in  fiscal  1996  and are  not  expected  to  materially  affect  the
Registrant's operations in 1997.

                                       -9-

<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

                 On  June 23, 1997,  the  Registrant  filed a report on Form 8-K
                 which reported an Item 5, Other Events.

                                   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.


Dated:    October 15, 1997             NOONEY REAL PROPERTY INVESTORS-FOUR, L.P.
      ------------------------------

                                       By:   /S/ Gregory J. Nooney, Jr.
                                             -----------------------------------
                                       Gregory J. Nooney, Jr.
                                            General Partner


                                       PAN, INC.

                                       By:   /S/ Patricia A. Nooney
                                             -----------------------------------
                                       Patricia A. Nooney
                                            President


                                       NOONEY CAPITAL CORPORATION

                                       By:   /S/   Gregory J. Nooney, Jr.
                                             -----------------------------------
                                       Gregory J. Nooney, Jr.
                                            Chairman

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


                                       BEING A MAJORITY OF DIRECTORS

                                      -10-

<PAGE>



                                  EXHIBIT INDEX


Exhibit Number                Description
--------------                -----------

3.1                           Amended and Restated  Agreement and Certificate of
                              Limited   Partnership  dated  April  7,  1982,  is
                              incorporated   by  reference  to  the   Prospectus
                              contained  in the  Registration  Statement on Form
                              S-11  under the  Securities  Act of 1933 (File No.
                              2-76046).

27                            Financial   Data   Schedule   (provided   for  the
                              information   of  U.S.   Securities  and  Exchange
                              Commission only)

                                      -11-