NOONEY REALTY TRUST INC
8-K, 2000-02-11
REAL ESTATE INVESTMENT TRUSTS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549


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


                                    FORM 8-K

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



        Date of report (Date of earliest event reported) February 4, 2000


                            NOONEY REALTY TRUST, INC.
             (Exact Name of Registrant as Specified in its Charter)


        MISSOURI                       000-13754                48-1339136
(State or Other Jurisdiction         (Commission               (IRS Employer
       of Incorporation)             File Number)            Identification No.)


1100 Main, Suite 2100, Kansas City, MO                                   64105
(Address of Principal Executive Offices)                              (Zip Code)


        Registrant's telephone number, including area code (816) 421-4670

<PAGE>


Item 4.  Changes in Control of Registrant's Certifying Accountant.

         (b)  New independent accountants.

              (i) On or about February 4, 2000, the Registrant  engaged KPMG LLP
as  independent  accountants  for the fiscal year ending  December 31, 1999. The
decision to engage KPMG LLP as independent  accountants  was  recommended by the
Registrant's audit committee.

              (ii) Prior to the  appointment of KPMG LLP, the Registrant did not
engage or consult with KPMG LLP regarding  any of the matters  described in Item
304(a)(2) of Regulation S-K.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (a)  Financial Statements of Business Acquired

                  Not applicable.

         (b)  Pro Forma Financial Information

                  Not applicable.

         (c)  Exhibits

                  Not applicable.

                                    SIGNATURE

   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 hereunto duly authorized.

                                           NOONEY REALTY TRUST, INC.,
                                           Missouri corporation


Date: February 10, 2000                     By: /s/ Daniel W. Pishny
                                                    Daniel W. Pishny, President

                                        2

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