NOONEY INCOME FUND LTD LP
DFRN14A, 1999-12-06
REAL ESTATE
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                                  SCHEDULE 14A

                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
              Proxy Statement Pursuant to Section 14(a) Securities
                              Exchange Act of 1934

Filed by the Registrant          [ ]

Filed by a party other than the Registrant    [X]

        Check the appropriate box:

[ ]     Preliminary Proxy Statement

[ ]     Confidential, for Use of the Commission Only
          (as permitted by Rule 14a-6(e)(2))

[X]     Definitive Proxy Statement

[ ]     Definitive Additional Materials

[ ]     Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                          NOONEY INCOME FUND LTD., L.P.

                (Name of Registrant as Specified in Its Charter)

                                BOND G.P., L.L.C.

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X]     No fee required

[ ]     Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.


        (1) Title of each class of securities to which transaction applies:


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        (2) Aggregate number of securities to which transactions applies:

        (3) Per unit price or other  underlying  value of  transaction  computed
            pursuant  to  Exchange  Act Rule 0-11 (Set forth the amount on which
            the filing fee is calculated and state how it was determined.)

        (4) Proposed maximum aggregate value of transaction:

        (5) Total Fee paid:

[ ]     Fee paid previously with preliminary materials

[ ]     Check box if any part of the fee is offset as provided  by Exchange  Act
        Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
        paid previously.  Identify the previous filing by registration statement
        number, or the Form or Schedule and the date of its filing.

        (1)      Amount previously paid:

        (2)      Form, Schedule or Registration Statement No.:

        (3)      Filing party:

        (4)      Date filed:
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                                 AMENDMENT NO. 1
                                       to
                            SOLICITATION OF CONSENTS
                                       of
                                LIMITED PARTNERS
                                       of
                          NOONEY INCOME FUND LTD., L.P.
                                       by
                                BOND G.P., L.L.C.
                      a Missouri limited liability company

                                December 3, 1999


   Bond G.P.,  L.L.C., a Missouri limited  liability  company  ("Bond"),  hereby
amends its  Solicitation of Consents dated August 4, 1999 (the  "Solicitation"),
by which Bond is seeking the approval by written consent (the "Consents") of the
limited  partners (the "Limited  Partners") of Nooney Income Fund Ltd.,  L.P., a
Missouri limited partnership (the "Partnership"),  to remove the current general
partner and to elect Bond as the new general partner of the Partnership,  and to
approve the marketing of the Partnership.

   The Solicitation of Consents is hereby  terminated as of December 3, 1999, at
5:00 p.m. Eastern Time (the "Expiration Date"). The Solicitation of Consents has
been  terminated in  connection  with a settlement  agreement  that Bond and its
affiliates  entered into with the CGS Real Estate Company,  Inc. ("CGS") and its
affiliates. Pursuant to the settlement agreement, Bond and its affiliates agreed
to terminate the  Solicitation and sold its 1,685 limited  partnership  units of
the Partnership to CGS at a per unit price of $600.

   THE  SECURITIES  AND EXCHANGE  COMMISSION HAS NOT PASSED UPON THE ACCURACY OR
ADEQUACY OF THE INFORMATION  CONTAINED IN THIS DOCUMENT.  ANY  REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.

                This Solicitation of Consents has expired at 5:00
                     p.m. Eastern Time on December 3, 1999.


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