Exhibit 99.3









INDEPENDENT AUDITORS' REPORT


To the Partners of
  Nooney Income Fund Ltd., L.P.:

We have audited the accompanying balance sheets of Nooney Income Fund Ltd., L.P.
(a limited  partnership)  as of  December  31,  1996 and 1995,  and the  related
statements of operations,  partners' equity (deficit) and cash flows for each of
the three years in the period ended  December 31, 1996. Our audits also included
the  financial  statement  schedules  listed in the index at Item 14(a)2.  These
financial  statements  are  the  responsibility  of  the  Partnership's  general
partners.  Our  responsibility  is to  express  an  opinion  on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting  principles used and significant  estimates made by the
Partnership's  general  partners,  as well as evaluating  the overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects, the financial position of Nooney Income Fund Ltd., L.P. as of December
31, 1996 and 1995, and the results of its operations and its cash flows for each
of the three years in the period  ended  December  31, 1996 in  conformity  with
generally accepted accounting  principles.  Also, in our opinion, such financial
statement  schedules,  when  considered  in  relation  to  the  basic  financial
statements  taken  as a whole,  present  fairly  in all  material  respects  the
information set forth therein.


DELOITTE & TOUCHE LLP


St. Louis, Missouri
February 14, 1997

                                     - 18 -


<PAGE>


NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)

BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
--------------------------------------------------------------------------------


ASSETS                                           1996             1995

CASH AND CASH EQUIVALENTS (Note 3)          $    797,225      $    656,904

ACCOUNTS RECEIVABLE                              175,325           117,000

INVESTMENT PROPERTY (Note 4):
  Land                                         1,946,169         1,946,169
  Buildings and improvements                   8,304,934         8,254,994
                                            ------------      ------------

                                              10,251,103        10,201,163
  Less accumulated depreciation               (4,415,352)       (4,063,922)
                                            ------------      ------------

                                               5,835,751         6,137,241

DEFERRED EXPENSES - At amortized cost             75,065           117,880
                                            ------------      ------------

TOTAL                                       $  6,883,366      $  7,029,025
                                            ============      ============


LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
  Accounts payable and accrued expenses     $    109,505      $     72,550
  Accrued real estate taxes                      170,698           152,265
  Refundable tenant deposits                     114,871           110,121
  Mortgage note payable (Note 4)               1,261,800         1,326,600
                                            ------------      ------------

           Total liabilities                   1,656,874         1,661,536

PARTNERS' EQUITY                               5,226,492         5,367,489
                                            ------------      ------------

TOTAL                                       $  6,883,366      $  7,029,025
                                            ============      ============


See notes to financial statements.

                                      -19-
<PAGE>

<TABLE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
---------------------------------------------------------------------------------------------

<CAPTION>
                                                              1996        1995        1994
<S>                                                       <C>         <C>         <C>
REVENUES:
  Rental and other income (Note 5)                        $1,778,074  $1,688,761  $ 1,430,841
  Interest
                                                              20,295      18,535       18,695
                                                          ----------  ----------  -----------

          Total revenues                                   1,798,369   1,707,296    1,449,536
                                                          ----------  ----------  -----------

EXPENSES:
  Interest                                                   121,761     135,108      116,278
  Depreciation and amortization                              466,190     495,353      436,603
  Real estate taxes                                          247,299     200,374      208,179
  Property management fees - related party (Note 2)          107,341     102,349       85,581
  Repairs and maintenance                                    157,423     118,917       99,651
  Utilities                                                  135,789     120,171      117,897
  Other operating expenses (includes $25,000
    in each year to related party) (Note 2)                  387,281     347,248      378,724
                                                          ----------  ----------  -----------

          Total expenses                                   1,623,084   1,519,520    1,442,913
                                                          ----------  ----------  -----------

NET INCOME                                                $  175,285  $  187,776  $     6,623
                                                          ==========  ==========  ===========

NET INCOME (LOSS) ALLOCATION:
  General partners                                        $   29,947  $   20,680  $    18,853
  Limited partners                                           145,338     167,096      (12,230)

LIMITED PARTNERS DATA:
  Net income (loss) per unit                              $     9.57  $    11.01  $     (0.80)
                                                          ==========  ==========  ===========

  Cash distributions - investment income per unit         $     9.57  $    11.01  $      --
                                                          ==========  ==========  ===========

  Cash distributions - return of capital per unit         $     9.18  $     1.49  $     12.50
                                                          ==========  ==========  ===========

  Weighted average limited partnership units outstanding
                                                              15,180      15,180       15,180
                                                          ==========  ==========  ===========


See notes to financial statements.

                                             -20-

</TABLE>

<PAGE>


NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
--------------------------------------------------------------------------------


                                         Limited      General
                                         Partners     Partners        Total

BALANCE (DEFICIT), JANUARY  1, 1994    $ 5,678,352    $(83,555)   $ 5,594,797

  Net income (loss)
                                           (12,230)     18,853          6,623

  Cash distributions                      (189,750)    (21,100)      (210,850)
                                       -----------    --------    -----------

BALANCE (DEFICIT), DECEMBER 31, 1994     5,476,372     (85,802)     5,390,570

  Net income                               167,096      20,680        187,776

  Cash distributions                      (189,767)    (21,090)      (210,857)
                                       -----------    --------    -----------

BALANCE (DEFICIT), DECEMBER 31, 1995     5,453,701     (86,212)     5,367,489

 Net income                                145,339      29,946        175,285

  Cash distributions                      (284,654)    (31,628)      (316,282)
                                       -----------    --------    -----------

BALANCE (DEFICIT), DECEMBER 31, 1996   $ 5,314,386    $(87,894)   $ 5,226,492
                                       ===========    ========    ===========


See notes to financial statements.

                                      -21-

<PAGE>

<TABLE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
---------------------------------------------------------------------------------------

<CAPTION>
                                                         1996        1995        1994
<S>                                                  <C>         <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                         $ 175,285   $ 187,776    $  6,623
  Adjustments to reconcile net income to net
    cash  provided  by  operating activities:
      Depreciation                                     415,470     439,626     390,259
      Amortization of deferred expenses                 50,720      55,727      46,344
      Net changes in accounts affecting operations:
        Accounts receivable                            (58,325)     (8,019)     51,463
        Deferred expenses                               (7,905)    (51,967)    (68,355)
        Accounts payable and accrued expenses           36,955         (95)     33,079
        Accrued real estate taxes                       18,433      (6,080)     (2,394)
        Refundable tenant deposits                       4,750      11,159      33,800
                                                     ---------   ---------   ---------

          Net cash provided by operating activities    635,383     628,127     490,819
                                                     ---------   ---------   ---------

CASH FLOWS FROM INVESTING ACTIVITIES -
  Net additions to investment property                (113,980)   (444,649)   (310,209)
                                                     ---------   ---------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions to partners                      (316,282)   (210,857)   (210,850)
  Payments on mortgage note payable                    (64,800)    (60,600)    (56,400)
                                                     ---------   ---------   ---------

          Net cash used in financing activities       (381,082)   (271,457)   (267,250)
                                                     ---------   ---------   ---------

NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                          140,321     (87,979)    (86,640)

CASH AND CASH EQUIVALENTS, BEGINNING OF
  YEAR                                                 656,904     744,883     831,523
                                                     ---------   ---------   ---------

CASH AND CASH EQUIVALENTS, END OF YEAR               $ 797,225   $ 656,904   $ 744,883
                                                     =========   =========   =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION - Cash paid for interest               $ 132,787   $ 135,443   $ 113,958
                                                     =========   =========   =========


See notes to financial statements.

                                         -22-

</TABLE>

<PAGE>


NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
--------------------------------------------------------------------------------


1.    BUSINESS

      Nooney Income Fund Ltd., L.P. (the "Partnership") is a limited partnership
      organized  under the laws of the State of Missouri on October 12, 1983 for
      the purpose of  investing in  income-producing  real  properties,  such as
      shopping  centers,  office  buildings,  warehouses  and  other  commercial
      properties.    The   Partnership's    portfolio   is   comprised   of   an
      office/warehouse  complex located in Downer's  Grove,  Illinois (Oak Grove
      Commons)  which  generated  49.3% of rental and other  income for the year
      ended December 31, 1996, and an office complex in Leawood, Kansas (Leawood
      Fountain  Plaza) which  generated 50.7% of rental and other income for the
      year ended December 31, 1996.

      The  Partnership  owns  100%  of Oak  Grove  Commons  and a 76%  undivided
      interest in Leawood Fountain Plaza.

      The  Partnership's  proportionate  share of the results of  operations  of
      Leawood  Fountain Plaza is included in the statements of operations of the
      Partnership.  The  Partnership's  proportionate  share of the  assets  and
      liabilities  of Leawood  Fountain  Plaza is included in the balance sheets
      presented.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The  financial  statements  include  only those  assets,  liabilities  and
      results of operations of the partners  which relate to the business of the
      Partnership.  The  statements  do not  include  any  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 personal responsibility of the partners.

      The  preparation  of financial  statements  in conformity  with  generally
      accepted  accounting  principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure  of  contingent  assets  and  liabilities  at the  date  of the
      financial  statements  and the  reported  amounts of revenues and expenses
      during the  reporting  period.  Actual  results  could  differ  from those
      estimates.

      The corporate  general partner is a  partially-owned  subsidiary of Nooney
      Company.  One of the individual  general partners is an officer,  director
      and shareholder of Nooney Company.  Another  individual  general partner's
      spouse is a  shareholder  of Nooney  Company.  Nooney  Company  is also an
      economic  assignee  of the  general  partnership  interests  of two former
      individual  general  partners.  Nooney  Krombach  Company,  a wholly-owned
      subsidiary of Nooney Company,  manages the Partnership's real estate for a
      management fee.  Property  management fees paid to Nooney Krombach Company
      were $107,341, $102,349 and $85,581 for the years ended December 31, 1996,
      1995 and 1994,  respectively.  Additionally,  the Partnership  pays Nooney
      Krombach  Company $25,000  annually as  reimbursement  for  administrative
      services  including  accounting,  issuing and transferring of units,  data
      processing and investor communications.

      The  Partnership  considers  all highly  liquid  debt  instruments  with a
      maturity  of  three  months  or  less  at  date  of  purchase  to be  cash
      equivalents.

                                      -23-

<PAGE>

      Investment  property is  recorded  at the lower of cost or net  realizable
      value.  Impairment is  determined  if the sum of the expected  future cash
      flows  (undiscounted  and  without  interest  charges)  is less  than  the
      carrying amount of the property.

      Buildings and  improvements  are depreciated  over their estimated  useful
      lives using the straight-line method.

      Deferred  expenses consist of lease fees amortized over the terms of their
      respective leases.

      Lease  agreements  are accounted for as operating  leases and rentals from
      such leases are reported as revenues ratably over the terms of the leases.
      Certain lease  agreements  provide for rent  concessions.  At December 31,
      1996 accounts receivable include  approximately  $58,000 ($81,000 in 1995)
      of  accrued  rent  concessions  which is not yet due  under  the  terms of
      various lease agreements.

      Included in rental and other  income are  amounts  received  from  tenants
      under  provisions  of lease  agreements  which  require the tenants to pay
      additional  rent equal to specified  portions of certain  expenses such as
      real estate taxes, insurance,  utilities and common area maintenance.  The
      income  is  recorded  in the same  period  that  the  related  expense  is
      incurred.

      Net Operating Cash Income,  as defined in the  Partnership  Agreement,  is
      distributed  quarterly as follows:  (1) 90% pro rata to all partners based
      upon  the  relationship  of  original  capital  contributions  of all  the
      partners;  (2) 9% to the  individual  general  partners  as  their  annual
      partnership management fee; and (3) 1% to the individual general partners.

      For  financial  statement  and  income  tax  reporting,  the  income  from
      operations is allocated as follows:  first, a special  allocation of gross
      income to the individual general partners in the amount that Net Operating
      Cash Income  distributed to the individual  general partners under (2) and
      (3) above exceeds 1% of net operating cash income for the period; then, 1%
      to the  individual  general  partners  and the  remainder  pro rata to all
      partners based upon the relationship of original capital  contributions of
      all of the partners.

      Limited  partnership  per unit  computations  are  based  on the  weighted
      average number of limited partnership units outstanding during the period.

3.    CASH EQUIVALENTS

      Cash  equivalents  at  December  31,  1995  consisted  of  $95,000 of bank
      repurchase  agreements.  There  were  no  bank  repurchase  agreements  at
      December 31, 1996.

4.    MORTGAGE NOTE PAYABLE

      Mortgage note payable at December 31 consists of the following:

                                                      1996           1995

      Note  payable to bank,  principal due
       in monthly installments of $5,400 plus
       interest at 1% over the bank's prime
       rate (8.25% at December 31, 1996) to
       July 1998 when remaining principal
       is due                                      $1,261,800      $1,326,600
                                                   ==========      ==========


      The mortgage note is  collateralized by a first deed of trust on Oak Grove
      Commons which has a net book value of approximately $3,121,000 at December
      31, 1996.

                                      -24-

<PAGE>

      In accordance  with Statement of Financial  Accounting  Standards No. 107,
      Disclosures about Fair Value of Financial Instruments,  the estimated fair
      value of mortgage notes payable with  maturities  greater than one year is
      determined  based on rates  currently  available  to the  Partnership  for
      mortgage notes with similar terms and remaining  maturities as the present
      value of expected  cash flows.  The carrying  amount  equals its estimated
      fair value due to the variable nature of the debt.

5.    RENTAL REVENUES UNDER OPERATING LEASES

      Minimum future rental  revenues under  noncancelable  operating  leases in
      effect as of December 31, 1996 are as follows:

           1997                                                 $1,658,000
           1998                                                  1,086,000
           1999                                                    559,000
           2000                                                    144,000
           2001                                                     32,000
                                                                ----------

           Total                                                $3,479,000
                                                                ==========


6.    FEDERAL INCOME TAX STATUS

      The general  partners  believe,  based on opinion of legal  counsel,  that
      Nooney Income Fund Ltd.,  L.P. is considered a partnership  for income tax
      purposes.

      Selling  commissions and offering expenses incurred in connection with the
      sale of  limited  partnership  units are not  deductible  for  income  tax
      purposes and therefore increase the partners' bases. Investment properties
      are  depreciated  for income tax  purposes  using rates which  differ from
      rates used for computing  depreciation for financial statement  reporting.
      Rents  received in advance are  includable  in taxable  income in the year
      received.  Rent  concessions,  recognized  ratably  over  lease  terms for
      financial statement purposes, are includable in taxable income in the year
      rents are received.  Losses in connection with the writedown of investment
      property are not  recognized for income tax purposes until the property is
      disposed.

      The  comparison  of  financial  statement  and income tax  reporting is as
      follows:

                                                   Financial        Income
                                                   Statement         Tax

      1996:
        Net income (loss)                        $  175,285     $  (206,275)
        Partners' equity                          5,226,492       7,279,128

      1995:
        Net income (loss)                        $  187,776     $  (188,391)
        Partners' equity                          5,367,489       7,801,685

      1994:
        Net income (loss)                        $    6,623     $  (416,148)
        Partners' equity                          5,390,570       8,200,940


                                   * * * * * *

                                      -25-
<PAGE>

<TABLE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)

SCHEDULE - RECONCILIATION OF PARTNERS' EQUITY (DEFICIT)
DECEMBER 31, 1996, 1995 AND 1994
------------------------------------------------------------------------------------------------------------------------------------


The  reconciliation of partners' equity (deficit)  between financial  statements and income tax basis is as follows:
<CAPTION>
                                                                   December 31, 1996                       December 31, 1995
                                                         --------------------------------------  -----------------------------------
                                                           Limited      General                  Limited       General
                                                          Partners      Partners      Total      Partners      Partners     Total
<S>                                                      <C>          <C>         <C>          <C>          <C>         <C>
Balance per statement of partners' equity (deficit)      $5,314,386   $  (87,894) $ 5,226,492  $ 5,453,701  $  (86,212) $ 5,367,489

Add:
  Selling commissions and other offering costs not
    deducted for income tax purposes                      1,822,322                 1,822,322    1,822,322                1,822,322

  Prepaid rents included in income for income tax purposes   (1,087)         (11)      (1,098)      (1,087)        (11)      (1,098)

  Writedown of investment property not recognized for
    income tax purposes                                   3,050,874       31,126    3,082,000    3,050,874      31,126    3,082,000
                                                        -----------   ----------  -----------  -----------  ----------   ----------
                                                         10,186,495      (56,779)  10,129,716   10,325,810     (55,097)  10,270,713

Less:
  Excess depreciation deducted for income tax purposes    2,764,841       28,207    2,793,048    2,364,274      24,120    2,388,394

  Rent concessions not recognized for income tax purposes    56,959          581       57,540       79,820         814       80,634
                                                         ----------   ----------   ----------  -----------  ----------   ----------

Balance (deficit) per tax return                         $7,364,695   $  (85,567) $ 7,279,128  $ 7,881,716  $  (80,031) $ 7,801,685
                                                         ==========   ==========   ==========  ===========  ==========   ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                    December 31, 1994
                                                         ------------------------------------
                                                            Limited     General
                                                           Partners     Partners      Total
<S>                                                      <C>         <C>          <C>
Balance per statement of partners' equity (deficit)      $ 5,476,372  $ (85,802)  $ 5,390,570

Add:
  Selling commissions and other offering costs not
    deducted for income tax purposes                       1,822,322                1,822,322

  Prepaid rents included in income for income tax purposes    14,831        151        14,982

  Writedown of investment property not recognized for
    income tax purposes                                    3,050,874     31,126     3,082,000
                                                         -----------  ----------  -----------
                                                          10,364,399    (54,525)   10,309,874

Less:
  Excess depreciation deducted for income tax purposes     1,980,252     20,194     2,000,446

  Rent concessions not recognized for income tax purposes    107,392      1,096       108,488
                                                         -----------  ----------  -----------

Balance (deficit) per tax return                         $ 8,276,755  $ (75,815)  $ 8,200,940
                                                         ===========  ==========  ===========
</TABLE>
                                                              -26-

<PAGE>
<TABLE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
              Column A                 Column B               Column C                  Column D             Column E
              --------                 --------               --------                  --------             --------
                                                                                         Costs          Gross Amount at Which
                                                       Initial Cost to Partnership     Capitalized   Carried at Close of Period
                                                   ---------------------------------- Subsequent to -------------------------------
                                                               Buildings              Acquisitions(1)         Buildings
                                     Encumbrances   Land   and Improvements Total                    Land  and Improvements  Total
<S>                                  <C>        <C>         <C>         <C>          <C>          <C>        <C>         <C>
Oak Grove Commons Office/Warehouse
 Complex Downers Grove, Illinois     $1,261,800 $  936,122  $ 4,282,447 $ 5,218,569  $ (175,319)  $ 936,122  $4,107,128  $ 5,043,250

Leawood Fountain Plaza Office Complex
 (76% undivided interest,
 Leawood, Kansas                                 1,010,047    6,306,150   7,316,197  (2,108,344)  1,010,047   4,197,806    5,207,853
                                      ---------  ---------   ----------  ----------  ----------   ---------   ---------   ----------

       Total                         $1,261,800 $1,946,169  $10,588,597 $12,534,766 $(2,283,663) $1,946,169  $8,304,934  $10,251,103
                                     ========== ==========  =========== =========== ===========  ==========  ==========  ===========

</TABLE>

<TABLE>
                                      Column F   Column G     Column H         Column I
                                      --------   --------     --------         --------
                                                                                Life on
                                                                           Which Depreciation
                                    Accumulated    Date of       Date       in Latest Income
                                   Depreciation  Construction  Acquired  Statement is Computed
<S>                                  <C>           <C>          <C>              <C>
Oak Grove Commons Office/Warehouse
  Complex Downers Grove, Illinois    $1,921,918    1972, 1976   1/24/84          30 years

Leawood Fountain Plaza Office Complex
  (76% undivided interest),
  Leawood, Kansas                     2,493,434    1982, 1983   2/20/85          30 years
                                     ----------

          Total                      $4,415,352
                                     ==========


(1) Amounts shown are net of assets written-off and the following writedowns:

        Oak Grove Commons Office/Warehouse Complex  $  693,000
        Leawood Fountain Plaza Office Complex        2,389,000
                                                                                                              (Continued)
</TABLE>
                                                               -27-

<PAGE>

<TABLE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                   1996            1995             1994
<S>                                                            <C>             <C>              <C>
(A) Reconciliation of amounts in Column E:

        Balance at beginning of period                         $10,201,163     $ 9,904,782      $ 9,757,411

        Add - Cost of improvements                                 113,980         444,649          310,209

        Less - Cost of disposals                                   (64,040)       (148,268)        (162,838)
                                                               -----------     -----------      -----------

        Balance at end of period                               $10,251,103     $10,201,163      $ 9,904,782
                                                               ===========     ===========      ===========

(B) Reconciliation of amounts in Column F:

        Balance at beginning of period                         $ 4,063,922     $ 3,772,564      $ 3,545,143

        Add - Provision during the period                          415,470         439,626          390,259

        Less - Depreciation on disposals                           (64,040)       (148,268)        (162,838)
                                                               -----------     -----------      -----------

        Balance at end of period                               $ 4,415,352     $ 4,063,922      $ 3,772,564
                                                               ===========     ===========      ===========

(C)   The aggregate cost of real estate owned
        for federal income tax purposes                        $13,333,103     $13,283,163      $12,986,782
                                                               ===========     ===========      ===========


                                                                                                 (Concluded)
                                             -28-
</TABLE>