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, 1999
                         -------------------------------------------------------

                                       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.)

One Memorial Drive, 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, 2000  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
issued  and  outstanding  on  February  1, 2000,  excluding  the number of units
beneficially  owned 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 other
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 American  Spectrum  Midwest
(formerly Nooney, Inc.), an affiliate of the corporate General Partner.


                                       3
<PAGE>

CGS Real Estate Company,  Inc.  ("CGS"),  an affiliate of the corporate  general
partner of the  Registrant,  is in the process of  developing a plan pursuant to
which  the  properties  owned  by the  Registrant  would  be  combined  with the
properties of other real estate partnerships  managed by CGS and its affiliates.
These  limited  partnerships  own  office  properties,   industrial  properties,
shopping centers, and residential apartment properties.  It is expected that the
acquiror would in the future qualify as a real estate investment trust.  Limited
partners  would  receive  shares of common stock in the acquiror  which would be
listed on a national securities exchange or the NASDAQ national market system.

The  Registrant's  participation  in this plan will  require  the consent of its
limited partners.  The plan and the benefits and risks thereof will be described
in detail in a registration statement filed under the Securities Act of 1933 and
solicitation  material to be provided to limited partners in connection with the
solicitation of the consent of the limited partners.

The plan  described  above is in the  preliminary  stages  and  there  can be no
assurances that such plan will be consummated.


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 100%  leased by 29 tenants at  December  31,
1999.

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 93% leased by 40 tenants at
December 31, 1999.

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>

The  following  table sets forth  certain  information  as of December 31, 1999,
relating to the properties owned by the Registrant.

<TABLE>
<CAPTION>
                                   AVERAGE
                                  ANNUALIZED                     PRINCIPAL
                       TOTAL      EFFECTIVE                     TENANTS OVER
            SQUARE   ANNUALIZED  BASE RENT PER   PERCENT       10% OF PROPERTY             LEASE
PROPERTY     FEET    BASE RENT*   SQUARE FOOT     LEASED       SQUARE FOOTAGE            EXPIRATION
--------    ------   ----------  -------------   -------       ---------------           ----------

<S>         <C>       <C>            <C>           <C>        <C>                            <C>
Oak Grove
Commons     137,000   $  966,530     $ 7.05        100%       None

Leawood
Fountain                                                      Midwest Mechanical (14%)       2001
Plaza        85,000   $1,343,668     $17.00         93%       Family Medical Care of Kansas
                                                              City (11%)                     2004
</TABLE>

* Represents 100% of Base Rent. Registrant has 76% ownership in Leawood Fountain
  Plaza


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, 1999.


                                     PART II
                                     -------


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

As of  February  1, 2000,  there were 1,147  record  holders of units of Limited
Partnership  Interest  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
          -------------     --------------      -------------     --------------

1998             $12.50                -0-             $12.50                -0-

There were no cash  distributions  paid to the Limited  Partners  during  fiscal
1999.


                                       5
<PAGE>


ITEM 6:  SELECTED FINANCIAL DATA
--------------------------------

<TABLE>
<CAPTION>
                                                                         Year Ended December 31,
                                                        ----------------------------------------------------------
                                                           1999        1998        1997        1996        1995
                                                               (Not covered by independent auditors' report)

<S>                                                     <C>         <C>         <C>         <C>         <C>
Rental and other income                                 $2,086,824  $1,851,792  $1,772,253  $1,778,074  $1,688,761

Net income                                                 422,454     233,141     193,131     175,285     187,776

Data per limited partnership unit:

  Net income                                                 27.55       12.72       10.74        9.57       11.01

  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

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

At year-end:

  Total assets                                           6,872,308   6,562,586   6,713,495   6,883,366   7,029,025

  Investment property, net                               5,329,194   5,537,118   5,661,355   5,835,751   6,137,241

  Mortgage note payable                                  1,125,002   1,149,701   1,197,000   1,261,800   1,326,600

  Partners' equity                                       5,337,110   4,914,656   5,103,333   5,226,492   5,367,489
</TABLE>


See Item 7: Management's Discussion and Analysis for discussion of comparability
of items.

                                       6
<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, 1999 was  $1,237,294,  an increase of $432,555
from the year ended  December  31,  1998.  The  Registrant  expects  the capital
expenditures  during the year 2000 will be  adequately  funded by  current  cash
reserves  and the  properties'  operating  cash flow.  The  anticipated  capital
expenditures in 2000 by property are as follows:

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

      Oak Grove Commons               $85,000        $ 44,608         $129,608
      Leawood Fountain Plaza (76%)        -0-         233,847          233,847
                                      ----------------------------------------
                                      $85,000        $278,455         $363,455
                                      ========================================

At Oak Grove  Commons  and  Leawood  Fountain  Plaza,  leasing  capital has been
budgeted  for tenant  improvements  and lease  commissions  for new and  renewal
tenants.  The  other  capital  at  Oak  Grove  Commons  has  been  budgeted  for
restoration of mansard roofs over entry doors and masonry reconstruction.

The  Registrant  reviews  cash  reserves on a regular  basis prior to  beginning
scheduled capital  improvements.  In the event there are not adequate funds, the
capital improvement will be postponed until such funds are available.

The future  liquidity  of the  Registrant  is  dependent  on its ability to fund
future  capital  expenditures  and mortgage  payments from  operations  and cash
reserves,  maintain  occupancy,  and negotiate  with lenders the  refinancing of
mortgage debt as it matures.

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

The results of operations  for the  Registrant's  properties for the years ended
December 31, 1999, 1998 and 1997 are detailed in the schedule below. Expenses of
the Registrant are excluded.

                                       Oak Grove             Leawood Fountain
                                        Commons                 Plaza (76%)
                                       ------------------------------------
               1999
               ----

              Revenues                 $962,519                  $1,139,297
              Expenses                  650,142                     847,391
                                       ------------------------------------
              Net Income               $312,377                  $  291,906
                                       ====================================


                                       7
<PAGE>


                                       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
                                       ===================================


1999 Comparisons By Property

At Oak Grove  Commons,  revenues  increased  $82,876  due to an increase in base
rental revenue of $83,823. This increase can be attributed to both the increased
occupancy level and rental rates.  Expenses at Oak Grove Commons  decreased from
the prior year due to decreases in interest expense ($13,284),  depreciation and
amortization  ($50,296),  fire  and  crime  prevention  ($22,186),  repairs  and
maintenance-building ($7,434), common area related expenses ($8,480), legal fees
($8,400),  and parking lot expense  ($7,732).  These  decreases  were  partially
offset by increases in real estate tax expense ($7,000),  snow removal ($7,383),
management fees ($4,300),  and  landscaping  expense  ($3,988).  The decrease in
depreciation and amortization can be attributed to  contra-depreciation  entries
depreciating the property write down which was recorded at the partnership level
prior to 1999. All property write downs have been recorded at the property level
in 1999. The decrease in fire and crime prevention can be attributed to upgrades
to the fire  alarm  system in 1998,  not  necessary  in 1999.  The  decrease  in
interest expense is due to the declining  principal  balance.  Oak Grove Commons
has a first  mortgage with a floating rate of LIBOR + 3%. The loan balance as of
December 31, 1999 was $1,125,002.  The loan matures July 1, 2000. The Registrant
is planning to renew this loan for an additional two years under similar terms.

At Leawood  Fountain Plaza,  revenues  increased  ($164,320) when comparing 1999
year-end results to the prior year. The increase in revenue can be attributed to
increases in base rental revenues ($79,690),  escalation revenues ($78,865), and
interest income  ($12,840).  These increases were partially offset by a decrease
in other  revenues  ($7,075).  The  increase in base  rental  revenues is due to
increased  rental rates.  The increase in interest income is attributable to the
Registrant  recording interest income at the property level in 1999. In 1998 and
1997 interest income was recorded at the partnership  level.  Expenses increased
$11,906 when compared to the prior year. Increases were reflected in heating and
air-conditioning  costs  ($22,359),  repairs  and  maintenance-general  building
related  expenses  ($16,256),   plumbing  repairs  ($15,351),   fire  and  crime
prevention ($9,623),  management fees ($9,077),  painting and decorating expense
($12,717),  and parking lot expenses  ($7,147).  These  increases were partially
offset by decreases  in snow removal  ($6,822),  amortization  and  depreciation

                                       8
<PAGE>

expense  ($68,360),  contract  cleaning  services  ($4,436),  and various  other
operating  expenses  ($1,006).  The  increase  in heating  and  air-conditioning
expense is due to the repairs and replacements  necessary in 1999 to upgrade the
current  heating  and air  conditioning  system.  The  increase  in repairs  and
maintenance-building  can be attributed to masonry and roof repairs,  as well as
skylight   replacement.   These  items  were   expensed  in  1999  for  exterior
improvements at the property.  The increased  plumbing  expenses are a result of
major plumbing repairs  necessary during 1999 at one of the restrooms located at
the property. Interior hallway and door painting performed only in 1999 resulted
in the painting and  decorating  increase when compared to 1998. The decrease in
depreciation  and  amortization  is due to the  contra-depreciation  entries now
being  recorded at the property  level as  explained  in the  previous  property
comparison.

The occupancy rates as of December 31 are as follows:

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

               Oak Grove Commons             100%          95%            86%
               Leawood Fountain Plaza         93%          97%            89%

During the fourth quarter, the occupancy level at Oak Grove Commons increased to
100%.  During the  quarter,  two new tenants  leased  8,164  square feet and one
tenant renewed its lease for 9,100 square feet. For the year,  leasing  activity
consisted  of six new leases for tenants  occupying  21,493  square  feet,  four
tenants  renewing their leases for 21,316 square feet, and four tenants vacating
14,343 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  decreased from
98% to 93%.  During the  quarter,  four tenants  renewed  their leases for 5,324
square feet,  and one tenant  vacated  4,470 square feet.  During the year,  the
Registrant  signed one new lease for 737 square  feet,  renewed  seven  tenants'
leases for 17,857 square feet,  and one tenant  vacated  4,470 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 11% of the
space with a lease which expires in July 2004.

The  Registrant  reviews  long-lived  assets for impairment  whenever  events or
changes in circumstances indicate that the carrying amount of a property may not
be  recoverable.  The  Registrant  considers a history of operating  losses or a
change in  occupancy  to be primary  indicators  of  potential  impairment.  The
Registrant  deems the  Property to be  impaired  if a forecast  of  undiscounted
future operating cash flows directly related to the Property, including disposal
value, if any, is less than its carrying  amount.  If the Property is determined
to be impaired,  the loss is measured as the amount by which the carrying amount
of the  Property  exceeds its fair value.  Fair value is based on quoted  market
prices  in  active  markets,  if  available.  If quoted  market  prices  are not
available, an 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.


                                       9
<PAGE>

Year 2000 issues
----------------

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

The  Registrant  did not  experience  any  information  technology  hardware  or
software  disruptions  or failure as a result of the Year  2000.  Subsequent  to
December 31, 1999, the Registrant's  "IT" systems have continued to operate,  as
normal, at the management office and both of the Registrant's properties.

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

None  of  the  non-information   systems  at  the  Registrant's  two  properties
experienced  any  disruptions  or failures  as a result of the Year 2000.  These
systems  included  elevators,  heating,  ventilating,  air  conditioning  (HVAC)
systems,  and locks.  These and other like systems continue to operate as normal
in the year 2000.

The Registrant did not separately  track internal costs related to the Year 2000
issue.  The  changing  of the  century  did not have a  material  impact  on the
Registrant's financial condition or results of its operations.

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

The Registrant  did not  experience  any material  impact related to third party
system  failures  for the Year  2000  issue  at  either  of its two  properties.
Payments  from  tenants  did not  appear  to be  delayed  due to the  Year  2000
conversion. The Registrant remains confident that no third party material issues
will arise in the future.

1999 Comparisons
----------------

Consolidated revenues for the Registrant were $2,115,814 for the year ended 1999
and  $1,867,865  for the year ended 1998. The  consolidated  revenues  increased
$247,949 when comparing the two year-end periods. This increase is primarily due
to an increase in base rental revenue at Oak Grove Commons and increases in both
base rental and escalation  revenues at Leawood  Fountain Plaza, as mentioned in
the property comparisons. The Registrant's consolidated expenses were $1,693,360
and  $1,634,724  for the years ended  December 31, 1999 and 1998,  respectively.
Consolidated expenses increased $58,636 when comparing the two year-end periods,
due to increases in management fees ($13,708),  repairs and maintenance  related
expenses ($99,045),  utilities ($5,575),  and real estate taxes ($3,312).  These
increases  were  partially  offset by decreases in interest  expense  ($13,284),
depreciation and amortization ($30,544), and other operating expenses ($19,176).
The increase in repairs and maintenance related expenses is primarily due to the
upgrades  and repairs at Leawood  Fountain  Plaza,  as mentioned in the property
comparisons.  The decrease in  depreciation  and  amortization  is attributed to
fully depreciated and amortized assets. The decrease in other operating expenses
is primarily due to a decrease in common area and fire/crime prevention expenses
at Oak Grove Commons,  as mentioned in the property  comparisons.  Net income in

                                       10
<PAGE>

1999 increased  $189,313 when  comparing to prior year.  Cash flow provided from
operations was $615,393 for the year ended 1999, as compared to $679,538 for the
year ended 1998.  The cash flow provided  during 1999 allowed the  Registrant to
fund capital  expenditures of $158,139 and reduce the debt for Oak Grove Commons
by $24,699.

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.   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.

Inflation
---------

The effects of inflation  did not have a material  impact upon the  Registrant's
operations  in  fiscal  years  1999,  l998  and  1997  and are not  expected  to
materially affect the Registrant's operation in 2000.

Interest Rates
--------------

Interest rates on floating rate debt fluctuated throughout 1998 and 1999. Future
increases in the prime interest rate can adversely  affect the operations of the
Registrant.

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, 1999. 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  $1,125,002.
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.


                                       11
<PAGE>

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., a wholly-owned subsidiary of S-P
Properties,  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.

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 424(c) of the Securities Act of 1933 (the  "Prospectus"),
which are incorporated herein by reference.


                                       12
<PAGE>

During  1999,  no cash  distributions  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.

   Title              Name of                Amount and Nature of     Percentage
 of Class         Beneficial Owner           Beneficial Ownership      of Class
 --------         ----------------           --------------------     ----------

  Limited      CGS Real Estate Company            2064 Units            13.60%
Partnership
 Interests

CGS is located at 2424 S.E. Bristol Street, Newport Beach, California  92660.

(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.

American  Spectrum  Midwest   (formerly  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.  American  Spectrum  Midwest
(formerly  Nooney,  Inc.) is entitled to receive monthly  compensation  from the
Registrant for property  management and leasing  services,  plus  administrative
expenses.  During fiscal 1999 the Registrant  paid property  management  fees of
$125,314 to American  Spectrum Midwest  (formerly  Nooney,  Inc.) and $25,000 as
reimbursement  for indirect  expenses  incurred in connection with management of
the Registrant.


                                       13
<PAGE>

(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, 1999, 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 30, 2000               Nooney Income Investments, Inc.
      -----------------------------       General Partner



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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.


Date:        March 30, 2000               By: /s/ William J. Carden
      ----------------------------        --------------------------------------
                                               William J. Carden
                                               Chairman of the Board and
                                               Chief Executive Officer

Date:        March 30, 2000               By: /s/ Gregory J. Nooney, Jr.
      ----------------------------        --------------------------------------
                                               Gregory J. Nooney, Jr.
                                               Director

Date:        March 30, 2000               By: /s/ Thomas N. Thurber
      ----------------------------        --------------------------------------
                                               Thomas N. Thurber
                                               Director



                                       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.(n/k/a American Spectrum
            Midwest), a wholly-owned subsidiary of CGS Real Estate
            Company, 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