SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q
(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarter period ended         March 31, 1997
                             ---------------------------------------------------
                                       OR


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the transition period from          to
                              ---------    -------------------------------------

                         Commission file number 0-13754

                            NOONEY REALTY TRUST, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         Missouri                                      43-1339136
--------------------------------------------------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

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

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


--------------------------------------------------------------------------------
              Former name, former address and former fiscal year,
                          if changed since last report.

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[ ].

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by  Sections  12,13,  or 15 (d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding
of each of the issuer's  classes of common stock,  as of the latest  practicable
date. As of March 31, 1991 there were 866,624 shares of the Registrant's  common
stock, par value $1 per share, issued and outstanding.


<PAGE>

PART I
Item 1 - Financial Statements:
<TABLE>

                            NOONEY REALTY TRUST, INC.
                        (A REAL ESTATE INVESTMENT TRUST)
                                 BALANCE SHEETS
<CAPTION>

                                                          March 31,              December 31,
                                                            1997                     1996
                                                        (Unaudited)
                                                       --------------          -------------- 
<S>                                                    <C>                     <C>
ASSETS:

     Cash                                              $      644,288          $      641,127
     Accounts receivable                                      286,112                 353,619
     Prepaid expenses                                         101,283                  29,266
     Investment property, at cost:
         Land                                               2,568,955               2,568,955
         Buildings and improvements                        17,593,831              17,593,831
                                                       --------------          --------------
                                                           20,162,786              20,162,786

         Less accumulated depreciation                      6,096,615               5,948,166
                                                       --------------          --------------
                                                           14,066,171              14,214,620

         Deferred expenses - at amortized cost                244,657                 243,006
                                                       --------------          --------------

                                                       $   15,342,511          $   15,481,638
                                                       ==============          ==============

LIABILITIES AND SHAREHOLDERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses             $      399,789          $      370,347
     Mortgage notes payable                                 4,808,592               4,830,236
     Refundable tenant deposits                                36,600                  36,600
                                                       --------------          --------------

         Total liabilities                                  5,244,981               5,237,183
                                                       --------------          --------------

Shareholders' Equity:
     Common Stock, $1 par value;
         Authorized, 5,000,000 shares; Issued and
         outstanding, 866,624 in 1996 and 1995                866,624                 866,624
     Additional paid-in capital                            14,252,532              14,252,532
     Distributions in excess of net income                 (5,021,626)             (4,874,701)
                                                       --------------          -------------- 
                                                                            

     Total Shareholder's Equity                            10,097,330              10,244,455
                                                       --------------          --------------

                                                       $   15,342,511          $   15,481,638
                                                       ==============          ==============


                        SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

</TABLE>
                                       2
<PAGE>
<TABLE>

                            NOONEY REALTY TRUST, INC.
                        (A REAL ESTATE INVESTMENT TRUST)
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<CAPTION>

                                                              Three Months Ended
                                                       March 31,             March 31,
                                                         1997                  1996
                                                      ----------            -----------
<S>                                                   <C>                   <C>
REVENUES:

     Rental and other income                          $  741,602            $   722,826
     Interest                                              2,559                  3,647
                                                      ----------            -----------
                                                         744,161                726,473

EXPENSES:

     Interest                                            101,284                103,022
     Depreciation and amortization                       170,318                179,243
     Real estate taxes                                   139,608                154,739
     Advisory fee                                         29,502                 29,226
     Property management fees paid to
         Nooney Krombach Company                          29,054                 26,965
     Trustee Fees                                         11,715                  3,913
     Cleaning & Supplies                                  31,607                 32,552
     Payroll                                              22,019                 18,528
     Insurance                                            17,811                 17,921
     Utilities                                            67,376                 66,466
     Professional Services                                27,152                  8,319
     Snow Removal                                          8,506                 11,532
     Operating expenses                                   44,477                 49,770
                                                      ----------            -----------

                                                         700,429                702,196
                                                      ----------            -----------

EARNINGS FROM OPERATIONS                              $   43,732            $    24,277
                                                      ==========            ===========


EARNINGS PER SHARE                                    $     0.05            $      0.03
                                                      ==========            ===========



                         SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

</TABLE>
                                       3
<PAGE>


<TABLE>

                            NOONEY REALTY TRUST, INC.

                        (A REAL ESTATE INVESTMENT TRUST)
                        STATEMENT OF SHAREHOLDERS' EQUITY
                        THREE MONTHS ENDED MARCH 31, 1997
                                   (UNAUDITED)


<CAPTION>
                                              COMMON STOCK            ADDITIONAL       DISTRIBUTION
                                                NUMBER OF               PAID-IN        IN EXCESS OF
                                             SHARES     AMOUNT          CAPITAL         NET INCOME
                                           ---------  ---------      ------------      ------------
<S>                                        <C>        <C>            <C>               <C>

Balance, January 1, 1997                    866,624   $ 866,624      $ 14,252,532      $ (4,874,701)

Earnings from Operations                                                                     43,732

Distributions to Shareholders                                                              (190,657)
                                          ---------   ---------      ------------      ------------
 
Balance, March 31, 1997                     866,624   $ 866,624      $ 14,252,532      $ (5,021,626)
                                          =========   =========      ============      ============














                             SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

</TABLE>
                                       4
<PAGE>

<TABLE>


                            NOONEY REALTY TRUST, INC.
                        (A REAL ESTATE INVESTMENT TRUST)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<CAPTION>
                                                                                     Three Months Ended
                                                                            March 31,               March 31,
                                                                              1997                    1996
                                                                           ----------               ---------
<S>                                                                        <C>                      <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
     Earnings from operations                                              $   43,732               $  24,277
     Adjustments to reconcile earnings from
     operations to net cash provided by operating activities:
         Depreciation and amortization                                        170,318                 179,243

         Changes in assets and liabilities:
             Decrease (Increase) in accounts receivable                        67,507                 (31,713)
             Increase in prepaid expenses                                     (72,017)                (16,193)     
             Decrease (Increase) in deferred expenses                         (23,520)                  1,855
             Increase in accounts payable and accrued expenses                 29,442                  68,671
                                                                           ----------               ---------

             Total Adjustments                                                171,730                 201,863
                                                                           ----------               ---------

         Net cash provided by operating activities                            215,462                 226,140
                                                                           ----------               ---------


CASH FLOWS FROM FINANCING ACTIVITIES:
     Cash distributions to shareholders                                      (190,657)               (173,325)
     Payments on mortgage notes payable                                       (21,644)                (19,906)
                                                                           ----------               ---------

         Net cash used in financing activities                               (212,301)               (193,231)
                                                                           ----------               ---------


NET INCREASE IN CASH                                                            3,161                  32,909
CASH, Beginning of period                                                     641,127                 517,317
                                                                           ----------               ---------

CASH, End of period                                                        $  644,288               $ 550,226
                                                                           ==========               =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
     INFORMATION - Cash paid during period for interest                    $  101,284               $ 103,022




                                   SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
</TABLE>
                                       5

<PAGE>

                            NOONEY REALTY TRUST, INC.

                        (A REAL ESTATE INVESTMENT TRUST)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996


NOTE A:

Refer to the Registrant's  financial  statements for the year ended December 31,
1996, which are contained in the Registrant's  Annual Report on Form 10-K, for a
description of the accounting policies which have been continued without change.
Also, refer to the footnotes to those  statements for additional  details of the
Registrant's  financial  condition.  The details in those notes have not changed
except as a result of normal transactions in the interim or as noted below.

NOTE B:

In the  opinion of  management,  all  adjustments  (which  include  only  normal
recurring  adjustments)  necessary  to present  fairly the  financial  position,
results  of  operations  and cash  flows at March 31,  1997 and for all  periods
presented have been made.

NOTE C:

The  Registrant  has  employed  Nooney   Advisors,   Ltd.,  a  Missouri  limited
partnership, to serve as the Registrant's investment and financial counselor and
to supervise  the  day-to-day  operations  of the  Registrant.  Certain  General
Partners  of Nooney  Advisors,  Ltd.  are also  officers  and  directors  of the
Registrant.  Advisory fees of $29,502 and $29,226 were paid to Nooney  Advisors,
Ltd. for the three months ended March 31, 1997 and 1996, respectively.

The  Registrant's  properties are managed by Nooney Krombach  Company,  a wholly
owned  subsidiary  of Nooney  Company.  Certain  officers  and  directors of the
Registrant  are also  officers  and  directors  of Nooney  Company or one of its
subsidiaries.

NOTE D:

The  earnings  per share for the three months ended March 31, 1997 and 1996 has
been computed based on 866,624  shares,  the number  outstanding  during the
periods.

                                       6
<PAGE>

ITEM 7:  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Liquidity and Capital Resources

Cash on hand as of March 31,  1997,  is  $644,288 an increase of $3,161 from the
year ended December 31, 1996.  During the first  quarter,  the operations of the
properties  provided  cash flow of  $215,462  of which  the Trust  used to pay a
dividend of $.22 per share to  shareholders  and made  payments on its  mortgage
notes payable of $21,644. Based on the current cash position and the properties=
ability to provide operating cash flow, the Trust expects the properties to fund
anticipated  capital  expenditures  for the remainder of 1996.  The  anticipated
capital expenditures by property are as follows:

                                    Leasing Capital   Other Capital      Total
                                    ---------------   -------------   ----------
Atrium at Alpha Business Center          $216,081         $33,000       $249,081
Applied Communications Building                 0               0              0
Franklin Park Distribution Center               0          15,000         15,000
                                     ------------      ----------      ---------
                                         $216,081         $48,000       $264,081

Leasing  Capital at Atrium at Alpha Business  Center is for tenant  improvements
and lease commissions for new and renewal tenants.  Other Capital is anticipated
for heating,  ventilation  & air  conditioning  control  boards and new restroom
faucets  and  countertops.  At  Franklin  Park  Distribution  Center,  a $15,000
contingency reserve has been set up.

Results of Operations

The results of operations  for the Trust's  properties  for the quarters  ended
March 31, 1997 and 1996 are detailed in the schedule below.  Revenues and
expenses of the Trust are excluded.

<TABLE>

<CAPTION>
                                                                   Franklin Park                   Applied
                                           Atrium at Alpha          Distribution                Communications
       1997                                Business Center             Center                      Building 
       ----                               ----------------     --------------------           -----------------
<S>                                       <C>                  <C>                            <C>

Revenues                                         $ 293,932               $  188,910                   $ 265,722
Expenses                                           251,425                  145,176                     211,787
                                                 ---------               ----------                   ---------

Net Income                                       $  42,507               $   43,734                   $  53,935

Depreciation and Amortization                       81,231                   44,546                      40,359
                                                 ---------               ----------                   ---------

Funds from Operations                            $ 123,738               $   88,280                   $  94,294
                                                 =========               ==========                   =========

       1996
       ----
Revenues                                         $ 278,437               $  187,337                   $ 255,196
Expenses                                           265,011                  146,196                     219,149
                                                 ---------               ----------                   ---------

Net Income                                       $  13,426               $   41,141                   $  36,047

Depreciation and Amortization                       82,975                   44,546                      47,601
                                                 ---------               ----------                   ---------

Funds from Operations                            $  96,401               $   85,687                   $  83,648
                                                 =========               ==========                   =========
</TABLE>
                                       7

<PAGE>

At Atrium at Alpha  Business  Center  revenues  increased  $15,495  or 5.6% when
comparing  first  quarter  1997 to the first  quarter of 1996.  The  increase in
revenue can be attributable to an increase in base rental rates ($12,563) and an
increase in electric  income  ($2,089).  Expenses  decreased  5% or $13,586 when
comparing  the first  quarter  of 1997 to the first  quarter  end of 1996.  This
decrease in expenses  can be  attributable  to a decrease in the real estate tax
expense  ($14,450),  slightly  offset by an increase in the common area expenses
($4,000).  At Franklin Park Distribution  Center,  the operating results for the
first  quarter of 1997 were stable when  compared to the first  quarter of 1996.
Revenues  increased less than 1% and operating  expenses decreased less than 1%.
At the Applied Communications  Building in Omaha,  Nebraska,  revenues increased
$10,526 or 4% when  comparing  the first quarter of 1997 to the first quarter of
1996. This increase in revenue relates to the annual base rent escalation  built
in to the single tenant's lease as well as an increase in the escalation  income
($2,635).  Expenses  decreased at the Applied  Communications  Building due to a
decrease in the amortization expense ($7,242).

The occupancy levels at the Trust's  properties  during the first quarter remain
at a high level.  These  levels can be  attributable  to the Trust's  ability to
renew the properties major tenants as their leases mature.  The occupancy levels
at March 31, 1997, 1996 and 1995 are as follows:

                                        Occupancy levels as of March 31,
         Property                            1997     1996    1995
         --------                            ----     ----    ----

Atrium at Alpha Business Center               95%      99%     94%
Franklin Park Distribution Center            100%     100%    100%
Applied Communications Building              100%     100%    100%


During  the first  quarter  of 1997,  leasing  activity  at the  Atrium at Alpha
Business  Center  consisted of one tenant  renewing their lease for 1,318 square
feet.  Occupancy at March 31,  1997,  was 95% compared to 99% at March 31, 1996.
The Trust  anticipates  re-leasing  space  during  the  second  quarter to bring
occupancy up once again.  The property has two major  tenants,  one which leases
20% of the  building  with a lease  expiring  July 2001.  The other major tenant
occupies 23% of the building with leases  expiring  March 1997, May 1997 and May
1999.  The tenant has vacated the portion of the space which  expired at the end
of the  quarter,  March 31,  1997,  and they will be vacating  the space that is
under the lease expiring May 1997.

Franklin Park Distribution Center is currently fully leased by two tenants.  The
larger of the two tenants occupies  approximately  57% of the building while the
other occupies  approximately 43% of the building. The leases expire in December
1999 and June 1998, respectively.

The Applied Communications  Building has a single tenant who occupies the entire
building. The tenant's lease expires August 1999.

                                       8

<PAGE>



1997 Comparisons

As of March 31, 1997, the Trust's consolidated revenues are $744,161 an increase
of $17,688  when  compared to the results of the first  quarter  ended March 31,
1996. The increase in revenues is  attributable to increases in rental income at
the Atrium at Alpha Business Center and the Applied Communications Building. The
increase in rental income at the Atrium Building is due to increases in the base
rental  rate   ($12,563)   and  electric   income   ($2,089).   At  the  Applied
Communications  Building, the increases in rental income is due to the rent step
up built into the lease ($7,002) and an increase in escalation  income ($2,635).
The increases in income at these two properties are offset by an increase in the
rent concession adjustment ($8,719) recorded at the trust.

During  the first  quarter  ended  March 31,  1997  consolidated  expenses  were
$700,429  compared  to $702,196  for the first  quarter  ended  March 31,  1996.
Consolidated expenses decreased $1,767 or less than 1%.

1996 Comparisons

As of March 31,  1996,  the  Trust's  consolidated  revenues  were  $726,473  an
increase of $28,637  when  compared to the  results of the first  quarter  ended
March 31, 1995. The increase in revenues was attributable to increases in rental
income. Rental income increased $24,562 when comparing March 31, 1996 to March
31, 1995. The properties that contributed a majority of the increase in rental
income were the Applied  Communications  Building  ($6,999)  and Atrium at Alpha
($17,563).  The increase at Applied Communications  Building was attributable to
rent step-ups for the single tenant user.  The increase at Atrium at Alpha was a
direct result of an increase in occupancy when comparing  occupancy at March 31,
1996 to occupancy at March 31, 1995.

During  the first  quarter  ended  March 31,  1996  consolidated  expenses  were
$702,196  compared  to $661,079  for the first  quarter  ended  March 31,  1995.
Consolidated  expenses  increased  $41,117 or 6.2%. The increase in consolidated
expenses  was  attributable  to an increase  in real estate  taxes along with an
increase in operating expenses. The increase in real estate taxes was attributed
to an accrual  adjustment  made in January to properly state the property's real
estate tax liability. Operating expenses increased $14,150 or 7.3%. The increase
relates to several  expense  categories  and they are as  follows:  repairs  and
maintenance ($5,869),  snow removal ($3,515),  administrative costs ($3,265) and
cleaning ($2,501).

Inflation

The  effects  of  inflation  did not have a  material  impact  upon the  Trust's
operations in fiscal year 1996 and are not expected to have  material  impact in
1997.

                                       9
<PAGE>


PART II.  OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

         (a) Exhibits

              See Exhibit Index on page 11.

         (b) Reports on Form 8-K

              None



                                   SIGNATURES

Pursuant  to the  requirements  of 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 REALTY TRUST, INC.


Dated:   May 15, 1997              By: /s/ Gregory J. Nooney, Jr.
                                       -----------------------------------------
                                       Gregory J. Nooney, Jr.
                                       Chief Executive Officer


                                       /s/  Patricia A. Nooney
                                       -----------------------------------------
                                       Patricia A. Nooney
                                       President and Treasurer


                                       10

<PAGE>

                                  EXHIBIT INDEX


Exhibit Number   Description
--------------   ---------------------------------------------------------------
3.(i)            Articles of Incorporation  dated June 12, 1984 are incorporated
                 by reference to Exhibit 3(a) to the  Registration  Statement on
                 Form S-11 under the Securities and Exchange Act of 1933, as
                 amended, (File No. 2-91851)

3.(ii)           Bylaws of the Registrant, as amended, are incorporated by
                 reference to Exhibit 3.2 to the Registrant's Annual Report on
                 Form 10-K, for fiscal year ended  December 31, 1987, as filed
                 pursuant to Rule 13a-1 under the Securities Exchange Act of
                 1934, as amended, (File No. 0-13754)

27               Financial Data Schedule (provided for the information of the
                 U.S. Securities and Exchange Commission only)





                                       11