SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM 10-K
(Mark One)

_X_ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934 [FEE REQUIRED]

For the fiscal year ended                 December 31, 1998
                          ------------------------------------------------------

                                       OR

___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 [NO FEE REQUIRED]

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.)

500 North Broadway, St. Louis, Missouri                    63102
---------------------------------------                    ---------------------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code     (314) 206-4600
                                                   -----------------------------
--------------------------------------------------------------------------------

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class             Name of each exchange on which registered
     -------------------             -------------------------------------------

            None                                  Not Applicable
------------------------------      --------------------------------------------
Securities registered pursuant to Section 12(g) of the Act:

                          Limited Partnership Interests
                          -----------------------------
                                (Title of Class)

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   .
                                      ---  ---



                                      -1-

<PAGE>




                                       

_X_      Indicate by check mark if disclosure of delinquent  filers  pursuant to
         Item 405 of  Regulation  S-K is not contained  herein,  and will not be
         contained,  to the best of registrant's  knowledge, in definitive proxy
         or information statements incorporated by reference in Part III of this
         Form 10-K or any amendment to this Form 10-K.

As of February 1, 1999, the aggregate market value of the Registrant's  units of
limited  partnership  interest (which constitute voting securities under certain
circumstances)  held by non-affiliates  of the Registrant was $15,180,000.  (The
aggregate market value was computed on the basis of the initial selling price of
$1,000 per unit of limited partnership  interest,  using the number of units not
beneficially owned on February 1, 1999 by the General Partners or holders of 10%
or more of the Registrant's limited partnership  interests.  The initial selling
price of $1,000  per unit is not the  current  market  value.  Accurate  pricing
information  is not  available  because  the  value  of  the  units  of  limited
partnership  interests  is not  determinable  since no active  secondary  market
exists.  The  characterization  of such  General  Partners  and 10%  holders  as
affiliates  is for the  purpose  of this  computation  only  and  should  not be
construed  as an  admission  for any purpose that any such persons are, or other
persons not so characterized are not, in fact, affiliates of the Registrant).

Documents incorporated by reference:

Portions  of the  Prospectus  of the  Registrant  dated  November  9,  1983,  as
supplemented  and filed  pursuant to Rule 424(c) of the  Securities Act of 1933,
are incorporated by reference in Part III of this Annual Report on Form 10-K.

                                      -2-
<PAGE>





                                     PART I
ITEM 1:  BUSINESS

It should  be noted  that this 10-K  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.

Nooney Income Fund Ltd., L.P. (the "Registrant") is a limited partnership formed
under the Missouri  Uniform  Limited  Partnership  Law on October 12,  1983,  to
invest,  on an all-cash  basis,  in  income-producing  real  properties  such as
shopping  centers,  office  buildings  and  office/warehouse   properties.   The
Registrant  originally invested in three real properties.  One of the properties
was sold in 1991. The remaining two properties are described in Item 2 below.

The Registrant's  primary investment  objectives are to preserve and protect the
Limited Partners'  capital,  provide the maximum possible cash  distributions to
the Partners,  and provide for capital growth through  appreciation  in property
values. The term of the Registrant is until December 31, 2083. It was originally
anticipated  that the  Registrant  would sell or finance its  properties  within
approximately five to ten years after their acquisition.  The depression of real
estate values  experienced  nationwide  from 1988 to 1993  lengthened  this time
frame in order to achieve the goal of capital appreciation.

The real estate  investment  market began to improve in 1994, and is expected to
further  continue  its  improvement  over the  next  several  years.  Management
believes this trend should increase the value of the Registrant's  properties in
the future. The Registrant is intended to be self-liquidating  and proceeds,  if
any, from the sale or refinancing of the Registrant's real property  investments
will not be invested in new  properties  but will be distributed to the Partners
or, at the discretion of the General Partners,  applied to capital  improvements
or the payment of indebtedness with respect to, existing properties, the payment
of other expenses or the  establishment of reserves.  (See Item 7:  Management's
Discussion and Analysis of Financial Condition and Results of Operations.)

The  business  in which the  Registrant  is engaged is highly  competitive.  The
Registrant's  investment properties are located in or near major urban areas and
are subject to competition from other similar types of properties in such areas.
The Registrant  competes for tenants for its properties with numerous other real
estate limited  partnerships,  as well as with individuals,  corporations,  real
estate  investment  trusts and other entities engaged in real estate  investment
activities.  Such  competition  is  based  on such  factors  as  location,  rent
schedules and services and amenities provided.

The  Registrant  has  no  employees.   Property   management  services  for  the
Registrant's  investment properties are provided by Nooney Inc., an affiliate of
the General Partner.


                                      -3-

<PAGE>


Throughout the 10-K,  references are made to the following  companies  listed in
Column A below. Please note that on January 28,1998, the names of said companies
were changed to the names listed in Column B below.

         Column A                           Column B
         --------                           ---------

         Nooney Company                     Brooklyn Street Properties, Inc.
         Nooney Krombach Company            Hanley Brokers, Inc.

ITEM 2:  PROPERTIES

On  January  24,  1984,   the  Registrant   purchased  Oak  Grove  Commons,   an
office/warehouse  complex  located on Brook Drive in the city of Downers  Grove,
Illinois, a suburb of Chicago. The purchase price of the complex was $5,218,569.
Oak Grove Commons consists of three adjoining single-story buildings constructed
of  brick  veneer  with  concrete   block  backing  which  contain  a  total  of
approximately  137,000  net  rentable  square feet and are located on a 7.6 acre
site which provides paved parking for 303 cars. The complex, which is 40% office
space and 60% bulk warehouse, was 95% leased by 27 tenants at December 31, 1998.

On February  20,  1985,  the  Registrant  acquired a 76% interest as a tenant in
common in Leawood  Fountain  Plaza, a three building  office complex in Leawood,
Kansas.  Constructed  in two  phases in 1982 and  1983,  the  buildings  contain
approximately 30,000, 29,000 and 26,000 net rentable square feet,  respectively,
or an  aggregate  of  approximately  85,000 net  rentable  square feet of office
space. Paved parking is provided for 403 cars. The purchase price of the complex
was  $9,626,576,  of which  $7,316,197  was paid by the  Registrant  for its 76%
interest.  The  remaining  24% interest was purchased by Nooney Income Fund Ltd.
II, L.P.,  an affiliate of the  Registrant,  as the other tenant in common.  All
costs and revenues  attributable  to the  operation of the complex are shared by
the  Registrant  and Nooney  Income Fund Ltd.  II, L.P. in  proportion  to their
respective  percentage  interests.  The  complex was 97% leased by 41 tenants at
December 31, 1998.

     Reference is made to Note 3 of Notes to Financial Statements filed herewith
as Exhibit  99.3 in response  to Item 8 for a  description  of the  indebtedness
secured by the Registrant's real property investments.

                                      -4-


<PAGE>
<TABLE>

The  following  table sets forth  certain  information  as of December 31, 1998, relating to the properties owned by the Registrant.

<CAPTION>
====================================================================================================================================
                                                        
                                                         AVERAGE
                                                         ANNUALIZED
                                       TOTAL             EFFECTIVE                      PRINCIPAL TENANTS
                           SQUARE      ANNUALIZED        BASE RENT PER     PERCENT      OVER 10% OF PROPERTY SQUARE     LEASE
PROPERTY                   FEET        BASE RENT*        SQUARE FOOT       LEASED       FOOTAGE                         EXPIRATION
-------------------------- ----------- ---------------- ----------------- ------------ ------------------------------- -------------
<S>                        <C>         <C>                        <C>             <C>  <C>                             <C>
Oak Grove
Commons                    137,000     $ 885,000                   $6.78          95%  None
-------------------------- ----------- ---------------- ----------------- ------------ ------------------------------- -------------
Leawood Fountain                                                                       Midwest Mechanical (14%)        2001
Plaza                       85,000     $1,375,000                 $16.74          97%  Family Medical Care of Kansas
                                                                                       City (10%)                      1999
-------------------------- ----------- ---------------- ----------------- ------------ ------------------------------- -------------
<FN>
* Represents 100% of Base Rent.  Registrant has 76% ownership in Leawood Fountain Plaza
</FN>
====================================================================================================================================
</TABLE>


ITEM 3:  LEGAL PROCEEDINGS

The Registrant is not a party to any material pending legal proceedings.

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters  submitted to a vote of security holders during the fourth
quarter of the year ended December 31, 1998.

                                     PART II

ITEM 5:  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As of February 1, 1999,  there were 1,211  record  holders of  Interests  in the
Registrant.  There  is no  public  market  for  the  Interests  and  it  is  not
anticipated that a public market will develop.



              CASH DISTRIBUTIONS PAID PER LIMITED PARTNERSHIP UNIT

      First Quarter       Second Quarter       Third Quarter      Fourth Quarter
      -------------       --------------       -------------      --------------

1997            -0-                $6.25               $6.25              $ 6.25

1998        $12.50                   -0-              $12.50                 -0-


                                      -5-

<PAGE>
<TABLE>

ITEM 6:  SELECTED FINANCIAL DATA
<CAPTION>

                                                                                   Year Ended December 31,
                                                        --------------------------------------------------------------------------
                                                             1998           1997          1996           1995           1994
                                                                      (Not covered by independent auditors' report)

<S>                                                         <C>            <C>            <C>           <C>            <C>       
Rental and other income                                     $1,851,792     $1,772,253    $1,778,074     $1,688,761     $1,430,841

Net income                                                     233,141        193,131       175,285        187,776          6,623

Data per limited partnership unit:

  Net income (loss)                                              12.72          10.74          9.57          11.01         (0.80)

  Cash distributions - investment income                         12.72          10.74          9.57          11.01            -

  Cash distributions - return of capital                         12.28           8.01          9.18           1.49          12.50

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

At year-end:

  Total assets                                               6,562,586      6,713,495     6,883,366      7,029,025      7,107,722

  Investment property, net                                   5,537,118      5,661,355     5,835,751      6,137,241      6,132,218

  Mortgage note payable                                      1,149,701      1,197,000     1,261,800      1,326,600      1,387,200

  Partners' equity                                           4,914,656      5,103,333     5,226,492      5,367,489      5,390,570

<FN>
See Item 7:  Management's Discussion and Analysis for discussion of comparability of items.
</FN>
                                                             -6-
</TABLE>
                                                         

<PAGE>

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

Liquidity and Capital Resources

Cash on hand as of December  31, 1998,  is $804,739,  a decrease of $60,548 from
the  year  ended  December  31,  1997.   The  Registrant   expects  the  capital
expenditures  during 1999 will be adequately funded by current cash reserves and
the  properties'  operating cash flow. The anticipated  capital  expenditures in
1999 by property are as follows:

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

    Oak Grove Commons                    $ 22,511      $110,713      $133,224
    Leawood Fountain Plaza (76%)           66,570       168,253       234,823
                                           ------       -------       -------

                                         $ 89,081      $278,966      $368,047
                                         ========      ========      ========
                                                                        


At Oak Grove Commons,  leasing capital has been budgeted for tenant improvements
and lease  commissions for new and renewal  tenants.  The other capital has been
budgeted for restoration of mansard roofs over entry doors and additional  drain
pipes for the parking lot.

At  Leawood  Fountain  Plaza,  leasing  capital  has been  budgeted  for  tenant
improvements and lease  commissions for new and renewal  tenants.  Other capital
budgeted  is for  recarpeting  hallways  in  one  building,  replacing  exterior
lighting throughout the property, and overlay of the parking lot.

Results of Operations

The results of operations  for the  Registrant's  properties for the years ended
December 31, 1998, 1997 and 1996 are detailed in the schedule below. Expenses of
the Registrant are excluded.

                                       Oak Grove              Leawood Fountain
                                       Commons                  Plaza (76%)
                                       -------                  ----------
               1998

               Revenues                $879,643                   $974,977
               Expenses                 745,030                    835,485
                                       -----------------------------------
               Net Income              $134,613                   $139,492
                                       ===================================


               1997

               Revenues                $886,520                   $898,955
               Expenses                 709,258                    835,526
                                       -----------------------------------
               Net Income              $177,262                   $ 63,429
                                       ====================================

                                     -7-

<PAGE>

                                       Oak Grove              Leawood Fountain
                                        Commons                  Plaza (76%)
                                        -------                  ----------
               1996

              Revenues                  $881,453                    $907,803
              Expenses                   718,405                     881,027
                                        ------------------------------------
              Net Income                $163,048                  $   26,776
                                        ====================================

 


1998 Comparisons By Property

At Oak Grove  Commons,  revenues  decreased  slightly  due to a decrease in base
rental  income  ($6,803),  a decrease in common area  maintenance  reimbursement
($15,848), partially offset by an increase in miscellaneous non-rental income of
($14,575). Expenses at Oak Grove Commons increased over the prior year due to an
increase in fire and crime prevention expenses ($15,025),  professional services
($11,527),  common area  maintenance  expenses  ($10,635),  and vacancy  expense
($12,290),  partially offset by a decrease in amortization ($9,454) as well as a
decrease in interest  ($10,976).  Oak Grove Commons has a first  mortgage with a
floating  rate of LIBOR + 3%. The loan  balance as of  December  31,  1998,  was
$1,149,701. The loan matures July 1, 2000.

At Leawood  Fountain  Plaza,  revenues  increased  ($76,000) when comparing 1998
year-end results to the prior year. The increase in revenue can be attributed to
an increase in base rental income ($113,347),  partially offset by a decrease in
escalation  income  ($41,019).  The increase in base rental income is due to the
higher  occupancy level the property  maintained  throughout 1998 as compared to
1997.  Expenses  during 1998 were  relatively  stable when compared to the prior
year. The result of the stable expense level when combined with the  significant
increase in base rental income resulted in net income  ($76,063) higher than the
prior year.

The occupancy rates as of December 31 are as follows:

                                          1998           1997             1996
                                          ------------------------------------

          Oak Grove Commons               95%            86%              95%
          Leawood Fountain Plaza          97%            89%              92%

During the fourth  quarter,  the occupancy  level at Oak Grove Commons  remained
stable at 95%.  During the quarter,  one tenant  leased  3,209 square feet,  one
tenant  renewed 4,550 square feet, and one tenant vacated 3,209 square feet. For
the year,  leasing activity  consisted of eight new leases for tenants occupying
40,273 square feet,  six tenants  renewing  their leases for 33,132 square feet,
and five tenants  vacating  27,508 square feet. Oak Grove Commons has no tenants
who occupy more than 10% of the available space.


During the fourth quarter at Leawood  Fountain Plaza,  occupancy  increased from
95% to 97%.  During the quarter,  two tenants signed new leases for 2,567 square
feet,  three tenants renewed their leases for 13,164 square feet, and one tenant
vacated 560 square feet.  During the year, the Registrant signed new leases with

                                      -8-
<PAGE>

seven tenants for 6,743 square feet,  renewed seven  tenants'  leases for 19,155
square feet,  and three tenants  vacated 2,627 square feet. The property has two
major  tenants,  one who occupies 14% of the space with a lease which expires in
October 2001 and the other major  tenant  occupies 10% of the space with a lease
which expires in July 1999,  respectively.  The Registrant is currently  working
with the tenant whose lease expires during 1999 for a long-term renewal.

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

Year 2000 issues

Information Technology Systems

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

Non-Information Technology Systems

At the request of the  Registrant,  its property  managers have completed  their
review of the major  date-sensitive  non-information  technology systems such as
the elevators,  heating,  ventilating,  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 not 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.


                                      -9-

<PAGE>


Material Third Parties' Systems Failures

The most reasonably 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 their financial  service  providers')
computer systems 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  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 Registrant'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 condition 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 items such 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
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  failures  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.


                                      -10-


<PAGE>


1998 Comparisons

Consolidated revenues for the Registrant were $1,867,865 for the year ended 1998
and  $1,795,659  for the year ended 1997. The  consolidated  revenues  increased
$72,206 when compared to the prior year.  This increase in revenue was due to an
increase in rental income at Leawood Fountain Plaza,  previously discussed.  The
Registrant's  consolidated expenses were $1,634,850 and $1,602,528 for the years
ended  December 31, 1998, and December 31, 1997,  respectively,  a difference of
$32,196.  The increase in  consolidated  expenses is due to an increase in other
operating  expenses  ($56,275),  an increase in  utilities  ($9,833),  partially
offset  by  decreases  in  real  estate  taxes   ($23,867),   depreciation   and
amortization  ($9,455),  and  interest  expense  ($10,976).  Net income for 1998
increased  $40,010  when  compared to the prior year.  Cash flow  provided  from
operations  was $679,538 for the year ended 1998 as compared to $680,360 for the
year ended 1997.  The cash flow provided  during 1998 allowed the  Registrant to
fund capital expenditures of $270,969,  distribute $421,818 to the partners, and
reduce Oak Grove Commons' debt by $47,299.

1997 Comparisons

The  Registrant's  consolidated  revenues were very  comparable  when looking at
December 31, 1997,  compared to December 31, 1996.  Consolidated  revenues  were
$l,795,659  for the year ended 1997, and $1,798,369 for the year ended 1996. The
Registrant's  consolidated  expenses were $1,602,528 for the year ended December
31, 1997,  and  $1,623,084 for the year ended December 31, 1996. The decrease in
consolidated   expenses  was  $20,556  or  1%.  This   decrease  in  expense  in
attributable to a decrease in depreciation and amortization  ($23,186),  repairs
and  maintenance  ($30,069),  and utilities  ($27,508),  partially  offset by an
increase in real  estate tax expense  ($26,404),  and other  operating  expenses
($38,338).  Net income for 1997  increased  $17,846  when  compared to the prior
year.  Cash flow provided from  operations for the year ended December 31, 1997,
was  $680,360  which  allowed the  Registrant  to fund capital  expenditures  of
$231,208,  distribute  $316,290 to the partners,  and reduce Oak Grove  Commons'
debt by $64,800.

Inflation

The effects of inflation  did not have a material  impact upon the  Registrant's
operations  in  fiscal  l998  and are not  expected  to  materially  affect  the
Registrant's operation in l999.

Interest Rates

Interest rates on floating rate debt went down in 1997 and fluctuated throughout
1998,  ending the year lower than the prior year end.  Future  increases  in the
prime interest rate can adversely affect the operations of the Registrant.


                                      -11-

<PAGE>


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Registrant  considered the provision of Financial  Reporting  Release No. 48
"Disclosure of Accounting  Policies for  Derivative  Financial  Instruments  and
Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative
Information  about Market Risk  Inherent in  Derivative  Financial  Instruments,
Other  Financial   Instruments  and  Derivative  Commodity   Instruments".   The
Registrant had no holdings of derivative  financial or commodity  instruments at
December 31, 1998. A review of the Registrant's other financial  instruments and
risk  exposures at that date revealed that the  Registrant had minor exposure to
interest rate risk due to the floating rate first  mortgage debt of  $1,149,701.
The Registrant utilized  sensitivity  analyses to assess the potential effect of
this risk and  concluded  that  near-term  changes in interest  rates should not
materially  adversely affect the  Registrant's  financial  position,  results of
operations or cash flows.


ITEM 8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial  Statements of the  Registrant  are filed herewith as Exhibit 99.3 and
are  incorporated  herein by  reference  (see Item  14(a)1).  The  supplementary
financial  information  specified by Item 302 of  Regulation  S-K is provided in
Item 7.

ITEM  9:  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

                                      None


                                    PART III

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  Registrant has two General  Partners.  The background and experience of the
General Partners are as follows:

The  General  Partner  of the  Registrant  responsible  for all  aspects  of the
Registrant's   operations  is  Nooney  Income  Investments,   Inc.,  a  Missouri
corporation.  Nooney Income Investments,  Inc. was formed in August 1983 for the
purpose of being a general  and/or  limited  partner in the Registrant and other
limited partnerships.

John J. Nooney is a Special General Partner of the Partnership and as such, does
not exercise control of the affairs of the Partnership.

The General  Partners  will  continue to serve as General  Partners  until their
withdrawal or their removal from office by the Limited Partners.

                                      -12-

<PAGE>


Certain of the General Partners act as general partners of limited  partnerships
and  hold  directorships  of  companies  with a class of  securities  registered
pursuant to Section 12(g) of the  Securities  Exchange Act of 1934 or subject to
the requirements of Section 15(d) of the Act. A list of such directorships,  and
the  limited  partnerships  for  which the  General  Partners  serve as  general
partners,  is  filed  herewith  as  Exhibit  99.1  and  incorporated  herein  by
reference.


ITEM 11: EXECUTIVE COMPENSATION

The General  Partners  are entitled to a share of  distributions  and a share of
profits and losses as more fully described under the headings  "Compensation  to
General  Partners and  Affiliates" on pages 9-10 and "Profits and Losses for Tax
Purposes; Distributions; and Expenses of General Partners" on pages A-17 to A-21
of the Prospectus of the Registrant  dated November 9, 1983, as supplemented and
filed pursuant to Rule 424c of the  Securities  Act of 1933 (the  "Prospectus"),
which are incorporated herein by reference.

During 1998, cash  distributions of $42,169 were paid to the General Partners by
the Registrant.

See Item 13 below for a discussion of  transactions  between the  Registrant and
certain affiliates of the General Partners.

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

(a)  Security Ownership of Certain Beneficial Owners.

No person is known to the Registrant to be the beneficial  owner of more than 5%
of the outstanding Interests of the Registrant.

(b)  Security Ownership of Management.

None of the General  Partners is known to the  Registrant  to be the  beneficial
owner, either directly or indirectly, of any Interests in the Registrant.

(c) Changes in Control.

There are no arrangements known to the Registrant, the operation of which may at
a subsequent date result in a change in control of the Registrant.

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

(a)  Transactions with Management and Others.

Certain  affiliates  of the General  Partners  are  entitled to certain fees and
other payments from the Registrant in connection  with certain  transactions  of
the  Registrant  as more fully  described  under the headings  "Compensation  to
General  Partners and Affiliates" on pages 9-10 and  "Management" on pages 23-25
of the Prospectus, which are incorporated herein by reference.

                                      -13-

<PAGE>


Nooney,  Inc.,  the manager of the  Registrant's  properties,  is a wholly-owned
subsidiary  of CGS Real Estate  Company,  an affiliate  of the General  Partner.
Nooney, Inc. is entitled to receive monthly compensation from the Registrant for
property management and leasing services, plus administrative  expenses.  During
fiscal 1998 the Registrant paid property  management fees of $111,606 to Nooney,
Inc. and $25,000 as reimbursement  for indirect  expenses incurred in connection
with management of the Registrant.

See Item 11 above for a  discussion  of cash  distributions  paid to the General
Partners during the year ended December 31, 1998.

(b)  Certain Business Relationships.

The  relationship  of  certain  of the  General  Partners  to  certain  of their
affiliates  is set forth in Item 13(a)  above.  Also see Item 13(a)  above for a
discussion of amounts paid by the  Registrant  to the General  Partners or their
affiliates  during the year ended December 31, 1998, in connection  with various
transactions.

(c) Indebtedness of Management.

Not Applicable.

(d) Transactions with promoters.

Not Applicable.


                                      -14-

<PAGE>


                                     PART IV



ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)      The following documents are filed as a part of this report:

               1.    Financial Statements (filed herewith as Exhibit 99.3):

                     Independent auditors' report
                     Balance sheets
                     Statements of operations
                     Statements of partners' equity (deficit)
                     Statements of cash flows
                     Notes to financial statements


               2.    Financial  Statement  Schedules  (filed herewith as Exhibit
                     99.3):

                     Schedule - Reconciliation of partners' equity (deficit)
                     Schedule III - Real estate and accumulated depreciation

                     All other  schedules  are  omitted  because  they are
                     inapplicable or not required under the instructions.


               3.    Exhibits:

                     See Exhibit Index on Page 17.

(b)      Reports on Form 8-K

         During  the last  quarter of the period  covered  by this  report,  the
         Registrant filed no reports on Form 8-K.

(c)      Exhibits:

         See Exhibit Index on Page 17.

(d)      Not Applicable

                                      -15-

<PAGE>


                                   SIGNATURES


Pursuant  to the  requirements  of  Section  13 or 15(d)  under  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.


Date:         March 31, 1999                  Nooney Income Investments, Inc.
      -----------------------------           General Partner
                                              


                                              By: /s/ William J. Carden
                                              ----------------------------------
                                                 William J. Carden - Director
                                                 Chairman of the Board and
                                                 Chief Executive Officer



                                              By: /s/ Gregory J. Nooney, Jr.
                                              ----------------------------------
                                                 Gregory J. Nooney - Director
                                                 Vice Chairman
                                                 President and Secretary

                                              BEING A MAJORITY OF THE DIRECTORS
                                              OF NOONEY INCOME INVESTMENTS, INC.

                                      -16-

<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).


10          Management Contract between Nooney Income Fund Ltd. and
            Nooney Company is incorporated by reference to Exhibit
            10(a) to the Registration Statement on Form S-11 under
            the Securities Act of 1933 (File No. 2-85683).  The
            Management Contract was assigned by Nooney Krombach
            Company, a wholly-owned subsidiary of Nooney Company,
            on October 31, 1997, to Nooney, Inc., and is identical in
            all material respects to the management contract referred to above.


99.1        List of Directorships in Response to Item 10.


99.2        Pages 9-10, 23-25, and  A-17 -  A-21 of the Prospectus
            of the Registrant dated November 9, 1983, as supplemented
            and filed pursuant to Rule 424(c) of the Securities
            Act of 1933 are incorporated by reference.


99.3        Financial Statements and Schedules.


                                      -17-