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, 1997
                          ------------------------------------------------------

                                       OR

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

For the transition period from____________________ to __________________________



                         Commission file number   0-13241
                                               --------------

                          NOONEY INCOME FUND LTD., L.P.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

        Missouri                                             43-1302570
-------------------------------                   ------------------------------
(State or other jurisdiction of                           (I.R.S. Employer)
incorporation or organization)                           Identification No.)

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

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

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

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

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

                None                                Not Applicable
---------------------------------      -----------------------------------------

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

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes _X_  No ___.


<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, 1998, 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, 1998 by the General Partners or holders of 10%
or more of the Registrant's limited partnership  interests.  The initial selling
price of $1,000  per unit is not the  current  market  value.  Accurate  pricing
information  is not  available  because  the  value  of  the  units  of  limited
partnership  interests  is not  determinable  since no active  secondary  market
exists.  The  characterization  of such  General  Partners  and 10%  holders  as
affiliates  is for the  purpose  of this  computation  only  and  should  not be
construed  as an  admission  for any purpose that any such persons are, or other
persons not so characterized are not, in fact, affiliates of the Registrant).

Documents incorporated by reference:

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


                                       -2-

<PAGE>



                                     PART I
                                     ------
ITEM 1:      BUSINESS

It should  be noted  that this 10-K  contains  forward-looking  information  (as
defined in the Private  Securities  Litigation Reform Act of 1995) that involves
risk and  uncertainty,  including trends in the real estate  investment  market,
projected leasing and sales, and the future prospects for the Registrant. Actual
results could differ materially from those contemplated by such statements.

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

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

The real estate  investment  market began to improve in 1994,  and has continued
this  improvement  through  1997,  and  is  expected  to  further  continue  its
improvement over the next several years.  Management  believes this trend should
increase the value of the Registrant's  properties in the future. The Registrant
is  intended  to be  self-liquidating  and  proceeds,  if any,  from the sale or
refinancing of the Registrant's  real property  investments will not be invested
in new  properties but will be distributed to the Partners or, at the discretion
of the  General  Partners,  applied to capital  improvements  or the  payment of
indebtedness with respect to, existing properties, the payment of other expenses
or the  establishment  of reserves.  (See Item 7:  Management's  Discussion  and
Analysis of Financial Condition and Results of Operations.)

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

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



                                       -3-

<PAGE>



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

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

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

ITEM 2:      PROPERTIES

On  January  24,  1984,   the  Registrant   purchased  Oak  Grove  Commons,   an
office/warehouse  complex  located on Brook Drive in the city of 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 86% leased by 24 tenants at December 31, 1997.

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 89% leased by 38 tenants at
December 31, 1997.

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, 1997,
relating to the properties owned by the Registrant.

<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    $ 788,000      $6.69       86%      None

Leawood Fountain                                                  Midwest Mechanical (11%)   1998
Plaza               82,000   $1,134,000     $15.51       89%      Family Medical Care of
                                                                  Kansas City (10%)          1999

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



ITEM 3:      LEGAL PROCEEDINGS

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

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

There were no matters  submitted to a vote of security holders during the fourth
quarter of the year ended December 31, 1997.

                                     PART II
                                     -------

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

As of February 1, 1998,  there were 1,275  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
          -------------     --------------     -------------     --------------
1996                -0-              $6.25               -0-             $12.50
1997                -0-              $6.25             $6.25             $ 6.25



                                       -5-

<PAGE>



<TABLE>
ITEM 6:  SELECTED FINANCIAL DATA
<CAPTION>
                                                                                   Year Ended December 31,
                                                         ---------------------------------------------------------------------------
                                                              1997         1996          1995           1994          1993
                                                                       (Not covered by independent auditors' report)
<S>                                                      <C>           <C>           <C>            <C>           <C>
Rental and other income                                  $ 1,772,253   $ 1,778,074   $ 1,688,761    $ 1,430,841   $ 1,467,106

Net income                                                   193,131       175,285       187,776
                                                                                                          6,623        27,480

Data per limited partnership unit:

  Net income (loss)
                                                               10.74          9.57         11.01          (0.80)         1.79

  Cash distributions - investment income
                                                               10.74          9.57         11.01           --            1.79

  Cash distributions - return of capital
                                                                8.01          9.18          1.49          12.50          --

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

At year-end:

  Total assets                                             6,713,495     6,883,366     7,029,025      7,107,722     7,303,864


  Investment property, net                                 5,661,355     5,835,751     6,137,241      6,132,218     6,212,268


  Mortgage note payable                                    1,197,000     1,261,800     1,326,600      1,387,200     1,443,600


  Partners' equity                                         5,103,333     5,226,492     5,367,489      5,390,570     5,594,797


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


</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, 1997,  is $865,287,  an increase of $68,062 from
the  year  ended  December  31,  1996.   The  Registrant   expects  the  capital
expenditures  during 1998 will be adequately funded by current cash reserves and
the  properties'  operating cash flow. The anticipated  capital  expenditures in
1998 by property are as follows:

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

   Oak Grove Commons             $ 13,965        $278,954          $292,919
   Leawood Fountain Plaza (76%)    26,600         110,119           136,719
                                 ------------------------------------------
                                 $ 40,565        $389,073          $429,638
                                 ==========================================

At Oak Grove Commons,  leasing capital has been budgeted for tenant improvements
and lease  commissions for new and renewal  tenants.  The other capital has been
budgeted for repaving of the dock area driveways.

At  Leawood  Fountain  Plaza,  leasing  capital  has been  budgeted  for  tenant
improvements and lease  commissions for new and renewal  tenants.  Other capital
budgeted   is  for   recarpeting   hallways  in  one   building,   sidewalk/curb
replacements,   replacing  exterior  lighting   throughout  the  property,   and
repainting of the hallways and stairwells.

Results of Operations

The results of operations  for the  Registrant's  properties for the years ended
December 31, 1997, 1996 and 1995 are detailed in the schedule below. Expenses of
the Registrant are excluded.

                                            Oak Grove           Leawood Fountain
                                             Commons               Plaza (76%)
                                             ----------------------------------
               1997
               ----

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

               1996
               ----

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




                                       -7-

<PAGE>



                                            Oak Grove           Leawood Fountain
                                             Commons               Plaza (76%)
                                             ----------------------------------
               1995
               ----

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


1997 Comparisons By Property

At Oak  Grove  Commons,  revenues  increased  slightly  despite  a  decrease  in
occupancy  as new tenants are leasing for more per square foot than the vacating
tenants  were paying,  and due to a decrease in bad debt expense when  comparing
the two years.  Expenses decreased by $9,147 primarily as a result of a decrease
in fire and crime  prevention  ($14,820),  and parking lot ($24,418),  partially
offset by increases in real estate tax expense  ($27,360),  and vacancy  expense
($10,464).  The result of the stable revenues and decrease in expenses  produced
an increase in net income of $14,214  when  comparing  the two years.  Oak Grove
Commons  has a first  mortgage  with a floating  rate of 3/4 of 1% over the then
published  prime rate of the lender.  The balance of this loan was $1,197,000 as
of December 31, 1997. The loan matures July of 1998. The Registrant  anticipates
that  the  lender  will  renew  the  loan  under  the  same  terms  prior to its
expiration.

At Leawood Fountain Plaza,  revenues  decreased slightly ($8,848) when comparing
1997 results to the prior year.  The decrease in revenue can be  attributed to a
decrease in  escalation  income  ($27,789),  partially  offset by an increase in
rental income ($14,795). Expenses decreased $45,501 when comparing 1997 to 1996.
Expenses decreased due to a decrease in electric expense ($26,945),  parking lot
($5,749),  amortization expense ($8,433), payroll and employee welfare ($8,097),
and heating and air  conditioning  repairs and maintenance  ($7,636),  partially
offset by an increase in building repairs and maintenance ($23,491).  The result
of the  relatively  stable  revenues and decrease in expenses was an increase in
net income of $36,653 when comparing 1997 to the prior year.



The occupancy rates as of December 31 are as follows:

                                        1997          1996         1995
                                        --------------------------------

        Oak Grove Commons                86%           95%          100%
        Leawood Fountain Plaza           89%           92%           92%

During the fourth quarter, the occupancy level at Oak Grove Commons decreased to
86% from 93% due to one tenant  vacating  13,650 square feet, and one new tenant
leasing  3,833 square feet. In addition,  one tenant  renewed 4,550 square feet.
For the year,  leasing activity included new leases with four tenants for 13,666
square feet,  renewal  leases with seven tenants for 36,629  square feet,  while
five tenants  vacated  26,748 square feet.  Oak Grove Commons has no tenants who
occupy more than 10% of the available space.


                                       -8-

<PAGE>



During the fourth quarter at Leawood Fountain Plaza,  occupancy increased to 89%
from 87%.  The  increase is  attributable  to three new leases  being signed for
4,095 square feet.  In addition,  one tenant  renewed  1,142 square feet and one
tenant vacated 2,760 square feet.  During the year, the Registrant  signed seven
new leases for 6,678 square feet,  renewed leases with eleven tenants  occupying
16,441 square feet, while six tenants  occupying 9,174 square feet vacated.  The
property  has two major  tenants  who occupy 11% of the space with a lease which
expires in July 1998 and 10% of the  available  space with a lease which expires
in July 1999, respectively.

Year 2000 issues

The  Registrant  believes  that  the  impact  of the year  2000  will not have a
material  impact on future  results.  The  management  company  employed  by the
Registrant  utilizes various computer  software packages as tools in running its
accounting  operations.  The Registrant's  properties are maintained on software
provided by a third party. The management company has received  information from
that company indicating that the main software program has all its core products
already  compatible with 2000 dates and that these have been proven in the field
for over five years.  A few of the add on products  that are not critical to the
management  company's  business  are in process of being  updated  and the third
party vendor anticipates compliance by the end of 1998.

1997 Comparisons

The  Registrant's  consolidated  revenues were very  comparable  when looking at
December 31, 1997,  compared to December 31, 1996.  Consolidated  revenues  were
$l,795,659  for the year ended 1997, and $1,798,369 for the year ended 1996. The
Registrant's  consolidated  expenses were $1,602,528 for the year ended December
31, 1997,  and  $1,623,084 for the year ended December 31, 1996. The decrease in
consolidated   expenses  was  $20,556  or  1%.  This   decrease  in  expense  in
attributable to a decrease in depreciation and amortization  ($23,186),  repairs
and  maintenance  ($30,069),  and utilities  ($27,508),  partially  offset by an
increase in real  estate tax expense  ($26,404),  and other  operating  expenses
($38,338).   Net  income  for  1997  increased  $17,846  or  $1.17  per  limited
partnership  unit when  compared  to the prior  year.  Cash flow  provided  from
operations  for the year ended December 31, 1997, was $680,360 which allowed the
Registrant to fund capital expenditures of $231,208,  distribute $316,290 to the
partners, and reduce Oak Grove Commons' debt by $64,800.


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.  Occupancies  remained  high at both
properties throughout all of 1996. The Registrants consolidated expenses for the
year ended December 31, 1996 were $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),   partially  offset  by  decreases  in  interest
($13,347)  and  depreciation  and  amortization  ($29,163).  Net income for 1996
decreased  $12,491 or $1.44 per limited  partnership  unit when  compared to the



                                       -9-

<PAGE>



1995 operating  results.  Cash flow provided from  operations for the year ended
December 31, 1996,  was $635,383  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.


Inflation

The effects of inflation  did not have a material  impact upon the  Registrant's
operations in fiscal l996 and 1997.

Interest Rates

Interest rates on floating rate debt remained  constant in 1996 and went down in
1997.  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 67, PAN,  Inc.,  a
Missouri  corporation,  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.

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.


                                      -10-

<PAGE>



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.

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

PAN, Inc.  became a General  Partner during 1997 and is wholly-owned by Patricia
A. Nooney, the daughter of Gregory J. Nooney, Jr.

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.

On October 31, 1997,  Nooney Company sold its  wholly-owned  subsidiary,  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.

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.



                                      -11-

<PAGE>



During 1997, cash  distributions of $31,665 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 the  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  administrative   expenses.   During  fiscal  1997  the
Registrant paid property  management fees of $90,260 to Nooney Krombach  Company
and $20,833 as reimbursement  for indirect  expenses incurred in connection with
management  of the  Registrant.  On October 31,  1997,  CGS Real Estate  Company
purchased the real estate  management  business of Nooney  Krombach  Company and
formed Nooney, Inc. to perform the management of the Registrant.  The Registrant
paid  Nooney,  Inc.  $16,870 in property  management  fees in 1997 and $4,167 as
reimbursement  for indirect  expenses incurred in connection with the management
of the Registrant.

See Item 11 above for a  discussion  of cash  distributions  paid to the General
Partners during the year ended December 31, 1997.


                                      -12-

<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, 1997, 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 (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 16.

(b)   Reports on Form 8-K

      On November 14, 1997, the Registrant filed a report on Form 8-K which
      reported an Item 1, Changes in Control of Registrant.

(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 30, 1998              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 Secretary

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

                                      -15-



<PAGE>



                                  EXHIBIT INDEX


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


 3          Amended and Restated Agreement and Certificate of Limited
            Partnership dated November 7, 1983, is incorporated by
            reference to the Prospectus contained in Post-Effective
            Amendment No. 1 to the Registration Statement on Form S-11
            under the Securities Act of 1933 (File No. 2-85683).


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




                                      -16-