ARTICLES OF INCORPORATION

                                       OF

                            NOONEY REALTY TRUST, INC.

         The undersigned natural person of the age of eighteen years or more for
the purpose of forming a corporation under The General and Business  Corporation
Law of Missouri adopts the following Articles of Incorporation:


                                   ARTICLE ONE

         The name of the corporation is "Nooney Realty Trust, Inc."

                                   ARTICLE TWO

         The  address of the  corporation's  initial  registered  office in this
state is 7701 Forsyth Boulevard,  St. Louis,  Missouri 63105 and the name of its
initial agent at such address is Gregory J. Nooney, Jr.

                                  ARTICLE THREE

         The  aggregate  number  of  shares  which the  corporation  shall  have
authority to issue is Five  Million  shares  (5,000,000)  of Common Stock all of
which shall have a par value of one Dollar  ($1.00) per share,  amounting in the
aggregate to Five Million Dollars ($5,000,000.00).

                                  ARTICLE FOUR

         No stock or other security of the  corporation  shall carry with it and
no owner of any share or shares of stock or other  security or securities of the
corporation   shall  be  entitled  to  any  preferential  or  pre-emptive  right
whatsoever to acquire additional shares of stock or of any other security of the
corporation.



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                                  ARTICLE FIVE

         The name and address of the incorporator is:

                                 Connie B. Walsh
                                 500 N. Broadway
                                   Suite 2000
                            St. Louis, Missouri 63102

                                   ARTICLE SIX

         The number of directors to  constitute  the first board of directors is
nine.  Thereafter,  the number of directors  shall be fixed by, or in the manner
provided  in the  bylaws.  Any  changes in the number  will be  reported  to the
Secretary of State within thirty calendar days of such change.

                                  ARTICLE SEVEN

         The duration of the corporation is perpetual.

                                  ARTICLE EIGHT

         The Corporation is formed for the following purposes:

         1.       To make  investments  in real estate  primarily  consisting of
                  income producing property.

         2.       To engage in any lawful  activity for which a corporation  may
                  be organized under The General and Business Corporation Law of
                  Missouri.

                                  ARTICLE NINE

         The board of directors is  expressly  authorized  to make and adopt the
original  bylaws of the  corporation.  Such  bylaws


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may be altered, amended or repealed or new bylaws may be adopted in lieu thereof
by the affirmative vote of a  majority  of the shares issued and outstanding and
entitled to vote thereon; provided, however,  that  the  board  of directors may
amend  the  bylaws  of  the  corporation  without  the  vote  or  consent of the
shareholders in the event the board of directors deems such necessary to conform
the bylaws to the requirements of the Internal Revenue Code of 1954, as amended,
with respect to real estate investment  trusts,  to applicable  state or federal
securities laws or to other applicable state or federal laws or regulations.

         IN WITNESS WHEREOF,  these Articles of  Incorporation  have been signed
this 12th day of June, 1984.

                                              /s/Connie B. Walsh
                                                 Connie B. Walsh
                                                 Incorporator

STATE OF MISSOURI                   )
                                    ) SS.
CITY OF ST. LOUIS                   )

         I, Mignon Sue Been, a notary public, do hereby certify that on the 12th
day of June, 1984,  personally appeared before me, Connie B. Walsh, who being by
me first duly sworn,  declared  that she is the person who signed the  foregoing
document as incorporator, and that the statements therein contained are true.

FILED AND CERTIFICATE OF                             /s/Mignon Sue Been
INCORPORATION ISSUED                                 Notary Public
JUN 14 1984
/s/James C. Kirkpatrick                              MIGNON SUE BEEN
                                                NOTARY PUBLIC-STATE OF MISSOURI
                                                        ST. LOUIS COUNTY
                                         MY COMMISSION EXPIRES DECEMBER 30, 1985

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RECEIVED JUN 25, 1984
/s/James C. Kirkpatrick   NOTICE THAT THE CHAIRMAN OF THE BOARD
Corporation Dept.          WILL ACT AS CHIEF EXECUTIVE OFFICER
Secretary of State

HONORABLE JAMES C. KIRKPATRICK                       Charter No.
SECRETARY OF STATE                                   00265409
STATE OF MISSOURI
JEFFERSON CITY, MO 65101

         Pursuant to the provisions of The General and Business  Corporation Law
of Missouri, the undersigned Corporation certifies the following:

         1.       The name of the  Corporation is NOONEY REALTY TRUST,  INC. The
                  name under which it was originally organized was NOONEY REALTY
                  TRUST, INC.

         2.       Effective June 18, 1984 the chairman of the board of directors
                  will  also  serve  as  the  chief  executive  officer  of  the
                  Corporation.

         IN WITNESS WHEREOF, the undersigned,  James J. O'Connor III, Secretary,
attests to this notice on the 18th day of June, 1984.

ATTEST:

/s/James J. O'Connor III
James J. O'Connor III
Secretary


STATE OF MISSOURI                   )
                                    ) SS.
COUNTY OF ST. LOUIS                 )

         I, Connie B. Walsh,  a notary  public  do  hereby  certify that on this
18th day of June,  1984,  personally  appeared  before me, James J. O'Connor III
who, being by me first sworn, declared that he is the Secretary of Nooney Realty
Trust, Inc., that he signed the foregoing document as Secretary of Nooney Realty
Trust, Inc., and that the statements therein contained are true.


                                                     /s/Connie B. Walsh
                                                     Notary Public

My commission expires:
         CONNIE B. WALSH
   NOTARY PUBLIC-STATE OF MISSOURI
        CITY OF ST. LOUIS
MY COMMISSION EXPIRES JANUARY 9, 1988

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