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, 1996
                         -------------------------------------------------------

                                       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.)

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

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

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


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 ___.

                               Page 1 of 28 Pages
                        Exhibit Index located on Page 16
<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, 1997, 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, 1997 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,  continued  this
improvement  in  1995  and  1996,  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 Krombach Company, an
affiliate of the General Partners.



                                       -3-

<PAGE>



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 Downer's 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 26 tenants at December 31, 1996.

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 29,000, 28,000 and 25,000 net rentable square feet,  respectively,
or an  aggregate  of  approximately  82,000 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 92% leased by 39 tenants at
December 31, 1996.

Reference is made to Note 4 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.

The  following  table sets forth  certain  information  as of December 31, 1996,
relating to the properties owned by the Partnership.

<TABLE>
<CAPTION>
                                                           AVERAGE
                                                           ANNUALIZED
                                                           EFFECTIVE
                                        TOTAL              BASE RENT                         PRINCIPAL TENANTS
                          SQUARE        ANNUALIZED         PER SQUARE          PERCENT       OVER 10% OF PROPERTY         LEASE
PROPERTY                  FEET          BASE RENT*         FOOT                LEASED        SQUARE FOOTAGE               EXPIRATION
--------                  ----          ----------         ----------          ------        --------------               ----------
<S>                       <C>           <C>                   <C>                <C>         <C>                             <C>
Oak Grove
Commons                   137,000       $ 827,000             $6.32              95%         None

Leawood Fountain                                                                             Midwest Mechanical (11%)        1998
Plaza                      82,000       $1,140,000           $15.19              92%         Family Medical Care of          1999
                                                                                             Kansas City (10%)
* Represents 100% of Base Rent.  Registrant has 76% ownership in Leawood Fountain Plaza

</TABLE>


                                       -4-

<PAGE>



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, 1996.

                                     PART II

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

As of February 1, 1997,  there were 1,415  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
         -------------  --------------  -------------  --------------
1995           -0-        $   6.25          -0-         $    6.25

1996           -0-        $   6.25          -0-         $   12.50



                                       -5-

<PAGE>



ITEM 6:           SELECTED FINANCIAL DATA


<TABLE>
<CAPTION>
                                                                            Year Ended December 31,
                                                        ----------------------------------------------------------------
                                                            1996         1995        1994         1993          1992
                                                                 (Not covered by independent auditors' report)
<S>                                                     <C>         <C>           <C>         <C>           <C>
Rental and other income                                 $1,778,074  $ 1,688,761   $1,430,841  $ 1,467,106   $ 1,538,893

Net income (loss)                                          175,285      187,776        6,623       27,480      (603,794)

Data per limited partnership unit:

  Net income (loss)                                           9.57        11.01        (0.80)        1.79        (39.37)

  Cash distributions - investment income                      9.57        11.01         --           1.79          --

  Cash distributions - return of capital                      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                                           6,883,366    7,029,025    7,107,722    7,303,864     7,354,693

  Investment property, net                               5,835,751    6,137,241    6,132,218    6,212,268     6,418,798

  Mortgage note payable                                  1,261,800    1,326,600    1,387,200    1,443,600     1,500,000

  Partners' equity                                       5,226,492    5,367,489    5,390,570    5,594,797     5,567,317

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

</TABLE>
                                                      -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, 1996, is $797,225,  an increase of $140,321 from
the year ended December 31, 1995. The increase in cash can be  attributable to a
decrease in capital expenditures at both properties when comparing 1996 to 1995.
The Registrant expects the capital  expenditures  during 1997 will be adequately
funded by current cash reserves and the  properties'  operating  cash flow.  The
anticipated capital expenditures in 1997 by property are as follows:

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

     Oak Grove Commons                 $119,982      $133,151      $253,133
     Leawood Fountain Plaza (76%)       153,081        95,570       248,651
                                        -----------------------------------
                                       $273,063      $228,721      $501,784
                                        ===================================


At Oak Grove Commons and Leawood  Fountain  Plaza,  the  Registrant  anticipates
leasing  capital in the amount of $228,721 to fund tenant  alterations and lease
commissions for new and renewal  tenants.  At Oak Grove Commons,  the Registrant
anticipates spending other capital for resurfacing the parking lot ($64,298) and
structural  repairs to one end of the building  which is sinking  ($55,000).  At
Leawood  Fountain Plaza, the Registrant  anticipates  spending other capital for
sidewalk and  structural  repairs,  remodeling  the second floor  restrooms  and
replacing the exterior lighting. In addition, $76,000 is anticipated to be spent
to upgrade the sprinkler system throughout all three buildings of the complex to
bring it in compliance with the current city codes.

Results of Operations

The results of operations  for the  Registrant's  properties for the years ended
December 31, 1996, 1995 and 1994 are detailed in the schedule below. Expenses of
the Registrant are excluded.

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

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

                 1995
                 ----

                 Revenues               $830,756           $884,141
                 Expenses                696,118            817,258
                                        ---------------------------
                 Net Income             $134,638           $ 66,883
                                        ===========================


                                       -7-

<PAGE>



            1994
            ----

            Revenues                   $618,665            $816,099
            Expenses                    660,503             781,593
                                       ----------------------------
            Net Income (Loss)          $(41,838)           $ 34,506
                                       ============================


At Oak Grove  Commons  net income  increased  for the third  year in a row.  The
change  from 1995 to 1996 is  attributable  to an  increase  in the base  rental
revenues  and an increase in the common area  maintenance  reimbursement  income
accrued at year end. As indicated in last year's  report,  the large increase in
income  between 1994 and 1995 was the result of  significant  re-leasing  of the
property during 1995. As revenues have increased,  expenses have also.  Expenses
increased from $696,118 to $718,405 in 1996.  This increase is  attributable  to
the installation of upgraded fire alert equipment ($30,373).  The first phase of
this project was completed in 1995. Parking lot expenditures ($26,780) increased
due to the first phase of the parking lot overlay being  completed,  real estate
taxes  ($9,193),  offset  by a  decrease  in  building  repair  and  maintenance
($7,915).

At  Leawood  Fountain  Plaza,  revenues  increased  for the third  year in a row
increasing  $23,662  between 1995 and 1996. This increase in revenue during 1996
is  attributable  to an increase in the common area  maintenance  reimbursements
from tenants  ($68,729) offset by a decrease in miscellaneous  income ($50,996).
In 1995,  a  termination  payment was received  from a tenant who vacated  their
space during 1995 which caused a non-reoccurring increase in revenues that year.
During 1995,  expenses  increased  $35,665 when compared to 1994  expenses.  The
increases were related to increases in amortization ($12,003), real estate taxes
($6,808),  repairs and maintenance  ($9,369),  and administrative costs ($6,735)
offset by decreases in cleaning and parking lot expenditures. Expenses increased
$63,769  from  1995 to 1996.  The  increase  in  expenses  was  attributable  to
increases in electric ($11,240),  parking lot ($8,077), heating, ventilating and
air  conditioning  repair  and  maintenance  ($7,190),  and  real  estate  taxes
($37,728).

The occupancy at the Registrant's properties at year-end remain at a high level.
The occupancy rates as of December 31 are as follows:

                                          1996       1995       1994
                                          --------------------------

            Oak Grove Commons             95%        100%        90%
            Leawood Fountain Plaza        92%         92%        90%

During the fourth quarter, the occupancy level at Oak Grove Commons decreased by
1% due to one tenant  vacating  3,833  square feet and one new tenant  occupying
2,103 square feet of space. For the year,  leasing activity  included new leases
of 8,054 square feet, renewal leases of 6,771 square feet, while tenants vacated
14,887 square feet. Oak Grove Commons has no tenants who occupy more than 10% of
the available space. At Leawood Fountain Plaza,  occupancy  increased during the
fourth quarter from 90% to 92%. The increase is  attributable to new leases with
three  tenants for a total of 3,207 square feet while one tenant  occupying  811
square feet renewed and two tenants  vacated  1,537  square  feet.  Occupancy at
year-end 1995 and 1996 was 92%.  During 1996,  the  Registrant  signed eight new
leases for 7,009 square feet,  renewed leases with six tenants  occupying  7,289
square  feet,  while seven  tenants  occupying  7,093 square feet  vacated.  The

                                       -8-

<PAGE>


property  has two  major  tenants,  one who  occupies  approximately  11% of the
available space whose lease expires in July 1998 and the second major tenant who
occupies approximately 10% of the available space whose lease expires in July of
1999.

1996 Comparisons

As of December 31, 1996, the Registrant's  consolidated  revenues are $1,798,369
compared to  $1,707,296  for the year ended  December 31, 1995.  The increase in
revenue was $91,073,  an increase of 5%. The increase in revenue is attributable
to rental  increases  at both  properties.  As  previously  stated,  occupancies
remained  high  at both  properties  throughout  all of  1996.  The  Registrants
consolidated  expenses  for the year  ended  December  31,  1996 are  $1,623,084
compared to  $1,519,520  for the year ended  December 31, 1995.  The increase in
expenses of $103,564 was a 7% increase.  The increase is attributable  mainly to
an increase in real estate  taxes  ($46,925),  repairs and  maintenance  at both
properties ($38,506) and other operating expenses ($40,033), offset by decreases
in interest ($13,347) and depreciation and amortization ($29,163).

Net  income  for 1996  decreased  $12,491  or $1.44  per  partnership  unit when
compared to the 1995 operating  results.  Cash flow provided from operations for
the year ended  December 31, 1996,  was $571,343 which allowed the Registrant to
fund capital  expenditures of $113,980,  distribute $316,282 to the partners and
reduce Oak Grove Commons debt by $64,800.



1995 Comparisons

As of December 31, 1995, the Registrant's  consolidated  revenues are $1,707,296
compared to  $1,449,536  for the year ended  December 31, 1994.  The increase in
revenues  was  $257,760  or  18%.  The  significant   increase  in  revenues  is
attributable to both properties,  with a majority coming from Oak Grove Commons.
Leawood  Fountain  Plaza's  revenues  increased  $68,042  and Oak Grove  Commons
revenues increased  $212,091.  As previously stated, the increase in revenues at
Leawood Fountain Plaza is due primarily to a termination payment received from a
tenant  who  vacated  their  space  during  1995.  At  Oak  Grove  Commons,  the
Registrant, through the use of an aggresive marketing plan, was able to increase
occupancy  from 90% as of January 1, 1995 to 100% by September  30,  1995.  This
factor along with a slight  increase in rental rate resulted in the  significant
increase in revenues.

The Registrant's  consolidated expenses for the year ended December 31, 1995 are
$1,519,520  compared to  $1,442,913  for the year ended  December 31, 1994.  The
increase in expenses of $76,607 or 5.31% can be  attributable  to  increases  in
interest, amortization,  management fees, and repairs and maintenance, offset by
a decrease in other operating expenses. The increase in interest expense relates
to the increase in the Registrant's  variable  interest rate.  Though prime rate
decreased in the fourth  quarter of 1995,  the average rate paid  throughout the
year  increased  when  compared to 1994.  The increase in  amortization  expense
directly   correlates  with  the  significant   tenant   alterations  and  lease
commissions  expenditures  over the past two  years  which  correlates  with the
increase in  occupancy  over the past two years.  With the increase in revenues,
management  fees,  which are based on a percentage of revenues,  increased  from
1994 to 1995. Repairs and maintenance expense increase relates to repairs to the
building exteriors at both Oak Grove Commons and Leawood Fountain Plaza.

                                      -9-

<PAGE>



Although  several  expenses  increased  in 1995  when  compared  to 1994,  other
operating  expenses  decreased  due  primarily to  decreases in vacancy  expense
($32,174) and snow removal ($9,493),  offset by increases in adminstrative costs
($9,098).

With the  increase in revenues  offset by a smaller  increase in  expenses,  the
Registrant had favorable  operating results for the year ended December 31, 1995
when compared to the same period ended 1994.  Net income  increased  $181,153 or
$11.81 per limited partnership unit when comparing the 1995 operating results to
those of 1994.  Cash flow provided by operations for the year ended December 31,
1995, is $628,127 which enabled the Registrant to fund capital  expenditures  of
$444,649,  distribute  $210,857 to the partners,  and reduce Oak Grove  Common's
debt by $60,600.

Inflation

The effects of inflation  did not have a material  impact upon the  Registrant's
operation in fiscal l995 and 1996.

Interest Rates

Interest rates on floating rate debt remained flat during 1996. Future increases
in  the  prime  interest  rate  can  adversely  affect  the  operations  of  the
Registrant.

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  General  Partners  of the  Registrant  responsible  for all  aspects of the
Registrant's operations are Gregory J. Nooney, Jr., age 66, Nooney Ltd., L.P., a
Missouri  limited  partnership and Nooney Income  Investments,  Inc., a Missouri
corporation.  Gregory J. Nooney, Jr. is a senior officer of Nooney Company,  the
sponsor of the Registrant.



                                      -10-

<PAGE>



The background and experience of the General Partners are as follows:

Gregory J. Nooney,  Jr. joined Nooney Company in 1954 and is currently  Chairman
of the Board and Chief Executive Officer.

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

John J. Nooney  joined  Nooney  Company in 1958 and was  President and Treasurer
until he  resigned in 1992.  Mr.  Nooney is  currently  Chairman of the Board of
Dalton Investments, a real estate asset management firm.

Nooney Ltd., L.P. is a Missouri  limited  partnership  formed in August 1983 for
the purpose of being a general  and/or  limited  partner in the  Registrant  and
other limited  partnerships.  Gregory J. Nooney,  Jr. is the general  partner of
Nooney Ltd., L.P.

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. Gregory J. Nooney, Jr. is an officer and director of Nooney Income
Investments, Inc.

Gregory J. Nooney,  Jr. and John J. Nooney are brothers.  Gregory J. Nooney, Jr.
and Faith L. Nooney (wife of John J. Nooney) are stockholders of Nooney Company,
with Gregory J. Nooney, Jr. controlling all voting stock of Nooney Company.

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.

During 1993 Lindbergh Boulevard Partners,  L.P. filed a voluntary petition under
Chapter 11 of the United States Bankruptcy Code.  Gregory J. Nooney,  Jr. is the
general  partner of Nooney Ltd. II, L.P, which in turn is the general partner of
Nooney  Development  Partners,  L.P.,  which in turn is the  general  partner of
Nooney-Hazelwood  Associates,  L.P.  which is the general  partner of  Lindbergh
Boulevard  Partners,  L.P.  Lindbergh  Boulevard  Partners,  L.P.  emerged  from
bankruptcy on May 17, 1994, when its Plan of Reorganization was confirmed.


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

                                      -11-

<PAGE>


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.

During 1996, cash  distributions of $31,645 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.


Nooney  Krombach  Company,  the  manager  of  Registrant's   properties,   is  a
wholly-owned  subsidiary of Nooney Company.  Nooney Krombach Company is entitled
to receive monthly  compensation from the Registrant for property management and
leasing services, plus reimbursement of expenses. During the year ended December
31, 1996, the  Registrant  paid property  management  fees of $107,341 to Nooney
Krombach Company.


In addition, during 1996, the Registrant paid to Nooney Krombach Company $25,000
for  reimbursement for certain  administrative  services  including  accounting,
issuing and transferring of units, data processing,  investor communications and
other administrative services.


                                      -12-

<PAGE>



See Item 11 above for a  discussion  of cash  distributions  paid to the General
Partners during the year ended December 31, 1996.

(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, 1996, in connection  with various
transactions.

(c)  Indebtedness of Management.

Not Applicable.

(d)  Transactions with promoters.

Not Applicable.



                                      -13-

<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 (deficiency in assets)
                          Statements of cash flows
                          Notes to financial statements


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

                          Schedule  -   Reconciliation   of   partners'   equity
                          (deficiency in assets) 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 16.

(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 16.

(d)      Not Applicable


                                      -14-

<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 , 1997            /s/ Gregory J. Nooney, Jr.
      ------------------------------    ------------------------------
                                        Gregory J. Nooney, Jr.
                                        General Partner


                                        Nooney Ltd., L.P.


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


                                        Nooney Income Investments, Inc.


                                        By: /s/ Gregory J. Nooney, Jr.
                                        ------------------------------
                                           Gregory J. Nooney, Jr. - Director
                                           Chairman of the Board and
                                           Chief Executive Officer



                                        By: /s/ Patricia A. Nooney
                                        ------------------------------
                                           Patricia A. Nooney - Director
                                           Senior Vice President and Treasurer

                                           BEING A MAJORITY OF THE DIRECTORS





                                      -15-
<PAGE>
                                  EXHIBIT INDEX


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


 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).               N/A


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 Company to
         Nooney Management Company (now Nooney Krombach Company),
         a wholly-owned subsidiary of Nooney Company, on April 1,
         1985, and is identical in all material respects.                   N/A


99.1     List of Directorships in Response to Item 10.                       17


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.                                         N/A


99.3     Financial Statements and Schedules.                              18-28




                                      -16-