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,  1998 and 1997,  and the  related
statements of operations,  partners' equity (deficit) and cash flows for each of
the three years in the period ended  December 31, 1998. 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, 1998 and 1997, and the results of its operations and its cash flows for each
of the three years in the period  ended  December  31, 1998 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.





January 29, 1999

                                      -19-

<PAGE>

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

BALANCE SHEETS
DECEMBER 31, 1998 AND 1997
--------------------------------------------------------------------------------


ASSETS                                                 1998              1997


CASH AND CASH EQUIVALENTS                        $    804,739      $    865,287

ACCOUNTS RECEIVABLE                                    97,104           115,038

PREPAID EXPENSES                                       12,332            10,520

INVESTMENT PROPERTY:
  Land                                              1,946,169         1,946,169
  Buildings and improvements                        8,601,373         8,447,027
                                                 ------------      ------------

                                                   10,547,542        10,393,196
  Less accumulated depreciation                    (5,010,424)       (4,731,841)
                                                 ------------      ------------
 
                                                    5,537,118         5,661,355

DEFERRED EXPENSES - At amortized cost                 111,293            61,295
                                                 ------------      ------------

TOTAL                                            $  6,562,586      $  6,713,495
                                                 ============      ============


LIABILITIES AND PARTNERS' EQUITY


LIABILITIES:
  Accounts payable and accrued expenses          $    186,291      $    108,209
  Accrued real estate taxes                           180,361           184,936
  Refundable tenant deposits                          131,577           120,017
  Mortgage note payable                             1,149,701         1,197,000
                                                 ------------      ------------

           Total liabilities                        1,647,930         1,610,162

PARTNERS' EQUITY                                    4,914,656         5,103,333
                                                 ------------      ------------

TOTAL                                            $  6,562,586      $  6,713,495
                                                 ============      ============

See notes to financial statements.

                                      -20-

<PAGE>

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

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
--------------------------------------------------------------------------------


                                                   1998       1997        1996

REVENUES:
  Rental and other income                     $1,851,792  $1,772,253  $1,778,074
  Interest                                        16,073      23,406      20,295
                                              ----------  ----------  ----------

          Total revenues                       1,867,865   1,795,659   1,798,369
                                              ----------  ----------  ----------

EXPENSES:
  Interest                                       106,461     117,437     121,761
  Depreciation and amortization                  433,549     443,004     466,190
  Real estate taxes                              249,836     273,703     247,299
  Property management fees - related party       111,606     107,130     107,341
  Repairs and maintenance                        133,264     127,354     157,423
  Utilities                                      118,114     108,281     135,789
  Other operating expenses (includes $25,000
    in each year to related party)               481,894     425,619     387,281
                                              ----------  ----------  ----------

          Total expenses                       1,634,724   1,602,528   1,623,084
                                              ----------  ----------  ----------

NET INCOME                                    $  233,141  $  193,131  $  175,285
                                              ==========  ==========  ==========

NET INCOME ALLOCATION:
  General partners                            $   39,944  $   30,127  $   29,946
  Limited partners                               193,197     163,004     145,339

LIMITED PARTNERS DATA:
  Net income per unit                         $    12.72  $    10.74  $     9.57
                                              ==========  ==========  ==========

  Cash distributions - investment income
   per unit                                   $    12.72  $    10.74  $     9.57
                                              ==========  ==========  ==========

  Cash distributions - return of capital
   per unit                                   $    12.28  $     8.01  $     9.18
                                              ==========  ==========  ==========

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

See notes to financial statements.

                                      -21-


<PAGE>

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

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
--------------------------------------------------------------------------------


                                           Limited      General
                                           Partners     Partners       Total

BALANCE (DEFICIT), JANUARY 1, 1996      $ 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

  Net income                                163,004        30,127       193,131

  Cash distributions                       (284,625)      (31,665)     (316,290)
                                        -----------   -----------   -----------

BALANCE (DEFICIT), DECEMBER 31, 1997      5,192,765       (89,432)    5,103,333

  Net income                                193,197        39,944       233,141

 Cash distributions                        (379,625)      (42,193)     (421,818)
                                        -----------   -----------   -----------

BALANCE (DEFICIT), DECEMBER 31, 1998    $ 5,006,337   $   (91,681)  $ 4,914,656
                                        ===========   ===========   ===========

See notes to financial statements.

                                      -22-


<PAGE>

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

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
--------------------------------------------------------------------------------


                                                   1998       1997       1996

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                    $ 233,141  $ 193,131  $ 175,285
  Adjustments to reconcile net income to
   net cash provided by operating activities:
      Depreciation                                395,206    405,604    415,470
      Amortization of deferred expenses            38,343     37,400     50,720
      Net changes in accounts affecting
       operations:
        Accounts receivable                        17,934     60,287    (58,325)
        Prepaid expenses                           (1,812)       302       (572)
        Deferred expenses                         (88,341)   (34,452)    (7,333)
        Accounts payable and accrued expenses      78,082     (1,296)    36,955
        Accrued real estate taxes                  (4,575)    14,238     18,433
        Refundable tenant deposits                 11,560      5,146      4,750
                                                ---------  ---------  ---------
          Net cash provided by operating
           activities                             679,538    680,360    635,383
                                                ---------  ---------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES -
  Net additions to investment property           (270,969)  (231,208)  (113,980)
                                                ---------  ---------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions to partners                 (421,818)  (316,290)  (316,282)
  Payments on mortgage note payable               (47,299)   (64,800)   (64,800)
                                                ---------  ---------  ---------

          Net cash used in financing
           activities                            (469,117)  (381,090)  (381,082)
                                                ---------  ---------  ---------

NET (DECREASE) INCREASE IN CASH AND CASH
  EQUIVALENTS                                     (60,548)    68,062    140,321

CASH AND CASH EQUIVALENTS, BEGINNING OF
  YEAR                                            865,287    797,225    656,904
                                                ---------  ---------  ---------

CASH AND CASH EQUIVALENTS, END OF YEAR          $ 804,739  $ 865,287  $ 797,225
                                                =========  =========  =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION - Cash paid for interest          $  98,013  $ 117,437  $ 132,787
                                                =========  =========  =========

See notes to financial statements.

                                      -23-

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
----------------------------------------------------------------------


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 Downers  Grove,  Illinois  (Oak  Grove  Commons)  which
     generated  47.4% of rental and other income for the year ended December 31,
     1998, and an office complex in Leawood,  Kansas  (Leawood  Fountain  Plaza)
     which  generated  52.6% of  rental  and  other  income  for the year  ended
     December 31, 1998.

     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.

     Prior  to  October  31,  1997,   the  corporate   general   partner  was  a
     partially-owned subsidiary of Nooney Company. One of the individual general
     partners  was an  officer,  director  and  shareholder  of Nooney  Company.
     Another  individual  general  partner's  spouse was a shareholder of Nooney
     Company.  Nooney  Company  was 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,  managed the
     Partnership's real estate for a management fee. On October 31, 1997, Nooney
     Company  sold its 75%  interest in Nooney  Income  Investments,  Inc.,  the
     corporate  general partner of the  Partnership to S-P  Properties,  Inc., a
     California  corporation,  which in turn is a wholly-owned subsidiary of CGS
     Real Estate Company, Inc., a Texas corporation.  Simultaneously, Gregory J.
     Nooney,  Jr., an  individual  general  partner and PAN,  Inc.,  a corporate
     general partner, sold their economic interests to S-P Properties,  Inc. and
     resigned  as general  partners.  CGS Real Estate  also  purchased  the real
     estate  management  business of Nooney Krombach  Company and formed Nooney,
     Inc.  to  perform  the  management  of  the  Partnership.  The  Partnership
     continues to pay management fees to Nooney,  Inc. Property  management fees
     
                                      -24-
<PAGE>

     paid to Nooney  Krombach  Company  were  $90,260 and $107,341 for the years
     ended December 31, 1997 and 1996,  respectively.  Property  management fees
     paid to Nooney,  Inc.  for the years ended  December 31, 1998 and 1997 were
     $111,606 and $16,870,  respectively.  Additionally,  the  Partnership  paid
     Nooney   Krombach   Company   $20,833  in  1997  and  $25,000  in  1996  as
     reimbursement  for management  services and indirect expenses in connection
     with the management of the Partnership.  The Partnership paid Nooney,  Inc.
     $25,000 in 1998 and $4,167 in 1997 for these same reimbursement items.

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

     Investment  property  is  recorded  at the lower of cost or net  realizable
     value. The Partnership  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  Partnership  considers a history of
     operating  losses or a change in  occupancy  to be  primary  indicators  of
     potential impairment.  The Partnership 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.

     Buildings and  improvements  are depreciated  over their  estimated  useful
     lives (30 years) using the  straight-line  method.  Tenant  alterations are
     depreciated over the term of the lease on a straight-line basis.

     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, 1998
     accounts  receivable  include  approximately  $39,000  ($42,000 in 1997) of
     accrued  rent  concessions  which is not yet due under the terms of various
     lease agreements.

     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.

                                      -25-
<PAGE>

     The Partnership adopted SFAS No. 130, Reporting Comprehensive Income, which
     requires entities to report changes in equity that result from transactions
     and economic events other than those with shareholders. The Partnership had
     no other  comprehensive  income  items,  accordingly  net  income and other
     comprehensive income are the same.
    
               
3.   MORTGAGE NOTE PAYABLE

     Mortgage note payable at December 31 consists of the following:

                                                           1998        1997

     Note payable to bank,  principal due in monthly 
      installments of $1,900 plus interest at 3% over 
      the thirty-day  LIBOR rate (8.55% at December 31, 
      1998) to  July  2000  when  remaining  principal
      is due                                            $1,149,701  $1,197,000
                                                        ==========  ==========


     The mortgage note is  collateralized  by a first deed of trust on Oak Grove
     Commons which has a net book value of approximately  $3,074,000 at December
     31, 1998.

     Principal payments required during the next five years are as follows:

       1999                                                         $   22,800
       2000                                                          1,126,901
                                                                    ----------

           Total                                                    $1,149,701
                                                                    ==========


     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 and the terms are  consistent
     with those the Partnership could currently obtain.

4.   RENTAL REVENUES UNDER OPERATING LEASES

     Minimum future rental  revenues  under  noncancelable  operating  leases in
     effect as of December 31, 1998 are as follows:

       1999                                                         $1,669,000
       2000                                                          1,162,000
       2001                                                            789,000
       2002                                                            422,000
       2003                                                            172,000
       Thereafter                                                      134,000
                                                                    ----------

          Total                                                     $4,348,000
                                                                    ==========

     In addition,  certain lease  agreements  require  tenant  participation  in
     certain operating expenses.  The income is recorded in the same period that
     the related expense is incurred.  Tenant participation in expenses included
     in revenues  were not  significant  for the years ended  December 31, 1998,
     1997 and 1996.

                                      -26-

<PAGE>

5.   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

       1998:
        Net income (loss)                            $  233,141     $  (45,152)
        Partners' equity                              4,914,656      6,074,685

       1997:
        Net income (loss)                            $  193,131     $  (59,230)
        Partners' equity                              5,103,333      6,541,529

       1996:
        Net income (loss)                            $  175,285     $ (568,354)
        Partners' equity                              5,226,492      6,917,049

                                      -27-

<PAGE>

6.   BUSINESS SEGMENTS (in thousands)

     The Partnership has two reportable  operating  segments:  Leawood  Fountain
     Plaza  and  Oak  Grove  Commons.  The  Partnership's  management  evaluates
     performance of each segment based on profit or loss from operations  before
     allocation of property  writedowns,  general and  administrative  expenses,
     unusual and extraordinary  items, and interest.  The accounting policies of
     the segments are the same as those  described in the summary of significant
     accounting policies (see Note 2).

       (In thousands)                            1998        1997        1996

       Revenues:
        Leawood Fountain Plaza                $  975.0    $  899.0    $  907.8
        Oak Grove Commons                        879.6       886.5       881.5
                                              --------    --------    --------
                                              $1,854.6    $1,785.5    $1,789.3
                                              ========    ========    ========
                                                                     
       Operating profit:
        Leawood Fountain Plaza                $  139.5    $   63.4    $   26.8
        Oak Grove Commons                        134.6       177.3       163.1
                                              --------    --------    --------
                                              $  274.1    $  240.7    $  189.9
                                              ========    ========    ========

       Capital expenditures:
        Leawood Fountain Plaza                $   74.7    $   90.9    $   56.8
        Oak Grove Commons                        196.3       140.3        57.2
                                              --------    --------    --------
                                              $  271.0    $  231.2    $  114.0
                                              ========    ========    ========

       Depreciation and amortization:
        Leawood Fountain Plaza                $  287.6    $  289.3    $  296.8
        Oak Grove Commons                        248.3       256.1       271.9
                                              --------    --------    --------
                                              $  535.9    $  545.4    $  568.7
                                              ========    ========    ========

       Assets:
        Leawood Fountain Plaza                $4,674.1    $4,849.0
        Oak Grove Commons                      3,818.8     3,697.2
                                              --------    --------
                                              $8,429.9    $8,546.2
                                              ========    ========

                                      -28-
<PAGE>

       Reconciliations  of segment data to the  Partnership's  consolidated data
       follow:

       (In thousands)                            1998        1997        1996

       Net income (loss):
        Segments                              $  274.1    $  240.7    $  189.9
        Other income (expense)                    13.0         8.4        (0.7)
        General and administrative expenses      (54.0)      (55.8)      (13.9)
                                              --------    --------    --------
                                              $  233.1    $  193.3    $  175.3
                                              ========    ========    ========

       Revenues:
        Segments                              $1,854.6    $1,785.5    $1,789.3
        Corporate and other                       (2.8)      (13.2)      (11.2)
                                              --------    --------    --------
                                              $1,851.8    $1,772.3    $1,778.1
                                              ========    ========    ========

       Assets:
        Segments                              $8,492.9    $8,546.2
        Corporate and other                   (1,930.3)   (1,832.7)
                                              --------    --------
                                              $6,562.6    $6,713.5
                                              ========    ========

       Depreciation and amortization:
        Segments                              $  535.9    $  545.4    $  568.7
        Corporate and other                     (102.4)     (102.4)     (102.5)
                                              --------    --------    --------
                                              $  433.5    $  443.0    $  466.2
                                              ========    ========    ========


                                   * * * * * *

                                      -29-

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

SCHEDULE - RECONCILIATION OF PARTNERS' EQUITY (DEFICIT)
DECEMBER 31, 1998, 1997 AND 1996
------------------------------------------------------------------------------------------------------------------------------------


The reconciliation of partners' equity (deficit) between financial statement and income tax basis is as follows:

                                                                                                  December 31, 1998               
                                                                                  ----------------------------------------------    
                                                                                        Limited       General                      
                                                                                       Partners      Partners         Total        
<S>                                                                                  <C>             <C>           <C>
Balance per statement of partners' equity (deficit)                                  $ 5,006,337     $ (91,681)    $ 4,914,656      

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                                 1,421            14           1,435    

  Writedown of investment property not recognized for income tax purposes              3,050,874        31,126       3,082,000     
                                                                                     -----------     ---------     -----------      

                                                                                       9,880,954       (60,541)      9,820,413      

Less:
  Excess depreciation deducted for income tax purposes                                 3,661,858        37,347       3,699,205      

  Insurance premiums deducted for income tax purposes                                      7,139            72           7,211

  Rent concessions not recognized for income tax purposes                                 38,919           393          39,312      
                                                                                     -----------     ---------     -----------      

Balance (deficit) per tax return                                                     $ 6,173,038     $ (98,353)    $ 6,074,685      
                                                                                     ===========     =========     ===========      

                                                                                                                                   
                                                                                                  December 31, 1997                
                                                                                  ----------------------------------------------    
                                                                                        Limited       General                     
                                                                                       Partners      Partners         Total        

Balance per statement of partners' equity (deficit)                                  $ 5,192,765     $ (89,432)    $ 5,103,333     

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                                (1,087)          (11)         (1,098)     
        
  Writedown of investment property not recognized for income tax purposes              3,050,874        31,126       3,082,000      
                                                                                     -----------     ---------     -----------      

                                                                                      10,064,874       (58,317)     10,006,557      

Less:
  Excess depreciation deducted for income tax purposes                                 3,388,328        34,559       3,422,887      

  Insurance premiums deducted for income tax purposes                                     

  Rent concessions not recognized for income tax purposes                                 41,719           422          42,141     
                                                                                     -----------     ---------     -----------      

Balance (deficit) per tax return                                                     $ 6,634,827     $ (93,298)    $ 6,541,529     
                                                                                     ===========     =========     ===========      

<PAGE>
                                                                                                  December 31, 1996                 
                                                                                  ----------------------------------------------    
                                                                                        Limited       General                       
                                                                                       Partners      Partners         Total         

Balance per statement of partners' equity (deficit)                                  $ 5,314,386     $ (87,894)    $ 5,226,492

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                                (1,087)          (11)         (1,098)

  Writedown of investment property not recognized for income tax purposes              3,050,874        31,126       3,082,000
                                                                                     -----------     ---------     -----------      

                                                                                      10,186,495       (56,779)     10,129,716

Less:
  Excess depreciation deducted for income tax purposes                                 3,123,273        31,854       3,155,127

  Insurance premiums deducted for income tax purposes                                     

  Rent concessions not recognized for income tax purposes                                 56,959           581          57,540
                                                                                     -----------     ---------     -----------      

Balance (deficit) per tax return                                                     $ 7,006,263     $ (89,214)    $ 6,917,049
                                                                                     ===========     =========     ===========      

                                                                 -30-
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
------------------------------------------------------------------------------------------------------------------------------------


                        Column A                                  Column B                           Column C                       
                        --------                                  --------                           --------                       
                                                                                                                                    
                                                                                            Initial Cost to Partnership             
                                                                                 -----------------------------------------------    
                                                                                                    Buildings                       
                                                                Encumbrances        Land        and Improvements       Total        
<S>                                                             <C>              <C>              <C>               <C>
Oak Grove Commons Office/Warehouse Complex
  Downers Grove, Illinois                                       $ 1,149,701      $  936,122       $ 4,282,447       $ 5,218,569     
                                                                                                                                    

Leawood Fountain Plaza Office Complex                                                                                               
  (76% undivided interest),                                                                                                         
  Leawood, Kansas                                                                 1,010,047         6,306,150         7,316,197     
                                                                -----------      ----------       -----------       -----------     

          Total                                                 $ 1,149,701      $1,946,169       $10,588,597       $12,534,766     
                                                                ===========      ==========       ===========       ===========     
                                                                                                                                    
 
                                                                  Column D                           Column E
                                                                  --------                           --------                       
                                                                                                Gross Amount at Which
                                                                   Costs                     Carried at Close of Period
                                                                Capitalized      ------------------------------------------------
                                                                Subsequent to                       Buildings
                                                                Acquisition(1)      Land        and Improvements       Total

Oak Grove Commons Office/Warehouse Complex
  Downers Grove, Illinois                                       $    42,964 (1)  $ 936,122        $ 4,325,411       $ 5,261,533
                                                                                                                                    

Leawood Fountain Plaza Office Complex                                                                                               
  (76% undivided interest),                                                                                                         
  Leawood, Kansas                                                (2,030,188)(2)   1,010,047         4,275,962         5,286,009
                                                                -----------      ----------       -----------       -----------     

          Total                                                 $(1,987,224)     $1,946,169       $ 8,601,373       $10,547,542     
                                                                ===========      ==========       ===========       ===========    

</TABLE>
<TABLE>                                                                    
<CAPTION>
                                                                  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                                        $2,187,928       1972, 1976       1/24/84           30 years

Leawood Fountain Plaza Office Complex                                
  (76% undivided interest),                                          
  Leawood, Kansas                                                 2,822,496       1982, 1983       2/20/85           30 years
                                                                 ----------
                                                                    
          Total                                                  $5,010,424
                                                                 ==========
<FN>
(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)
</FN>
                                                                 -31-
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
---------------------------------------------------------------------------------------------------


                                                          1998            1997            1996
<S>                                                    <C>             <C>             <C>
(A) Reconciliation of amounts in Column E:

        Balance at beginning of period                 $10,393,196     $10,251,103     $10,201,163

        Add - Cost of improvements                         270,969         231,208         113,980

        Less - Cost of disposals                          (116,623)        (89,115)        (64,040)
                                                       -----------     -----------     -----------

        Balance at end of period                       $10,547,542     $10,393,196     $10,251,103
                                                       ===========     ===========     ===========

(B) Reconciliation of amounts in Column F:

        Balance at beginning of period                 $ 4,731,841     $ 4,415,352     $ 4,063,922

        Add - Provision during the period                  395,206         405,604         415,470

        Less - Depreciation on disposals                  (116,623)        (89,115)        (64,040)
                                                       -----------     -----------     -----------

        Balance at end of period                       $ 5,010,424     $ 4,731,841     $ 4,415,352
                                                       ===========     ===========     ===========

(C) The aggregate cost of real estate owned
        for federal income tax purposes                $13,629,542     $13,475,196     $13,333,103
                                                       ===========     ===========     ===========


                                                                                       (Concluded)

                                                 -32-

</TABLE>