UNITED STATES

| State      of Maryland                                                  |   | 52-2258674                                    |
|-------------------------------------------------------------------------|--------|-----------------------------------------------|
| (State      or other jurisdiction ofincorporation      or organization) |   | (I.R.S.      EmployerIdentification      No.) |
|                                                                    |   |                                          |
| 2401      Fountain View, Suite 510Houston,      Texas                   |   |  77057                                   |
| (Address      of principal executive offices)                           |   | (Zip      Code)                               |
|                                                                    |   |                                          |

| (713)      706-6200                                            |
|----------------------------------------------------------------|
| (Registrant’s      telephone number, including areacode) |

|  Title      of each class    |   | Name      of each exchange onwhich      registered |
|-----------------------------------|--------|----------------------------------------------------|
| Common      Stock, $.01 par value |   | NYSE      Amex                                     |

| Large      accelerated filer o | Accelerated      filer o         |
|--------------------------------|----------------------------------|
|                           |                             |
| Non-accelerated      filer o   | Smaller      reporting company x |

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ITEM 15. EXHIBITS AND FINANCIAL STATEMENTSCHEDULES

| (a)    | (1)    | Financial      Statements – The following are included in this item as initially      filed:                                                                                                                                                                                                                                                                |   |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   |                                                                                                                                                                                                                                                                                                                                                              |   |
|   |   | Report      of Independent Registered Public Accounting Firm                                                                                                                                                                                                                                                                                                      |   |
|   |   | Consolidated      Balance Sheets at December 31, 2009 and 2008                                                                                                                                                                                                                                                                                                    |   |
|   |   | Consolidated      Statements of Operations for the years ended December 31, 2009 and      2008                                                                                                                                                                                                                                                                    |   |
|   |   | Consolidated      Statements of Equity (Deficit) for the years ended December 31, 2009 and      2008                                                                                                                                                                                                                                                              |   |
|   |   | Consolidated      Statements of Equity (Deficit) and Non-Controlling Interest for the years      ended December 31, 2009 and 2008                                                                                                                                                                                                                                 |   |
|   |   | Consolidated      Statements of Cash Flows for the years ended December 31, 2009 and      2008                                                                                                                                                                                                                                                                    |   |
|   |   | Notes      to Consolidated Financial Statements                                                                                                                                                                                                                                                                                                                   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                              |   |
|   | (2)    | Financial      Statement Schedules – The following are included in this item as initially      filed:                                                                                                                                                                                                                                                       |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                              |   |
|   |   | Schedule      II – Valuation and Qualifying Accounts                                                                                                                                                                                                                                                                                                        |   |
|   |   | Schedule      III – Real Estate and Accumulated Depreciation                                                                                                                                                                                                                                                                                                |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                              |   |
|   | (3)    | Exhibits      to Financial Statements                                                                                                                                                                                                                                                                                                                             |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                              |   |
|   |   | On      October 6, 2009, a report on Form 8-K was filed with respect to Item      8.01.On      October 28, 2009, a report on Form 8-K was filed with respect to Item      8.01.On      November 16, 2009, a report on Form 8-K was filed with respect to Item      2.02.On      December 22, 2009, a report on Form 8-K was filed with respect to Item      8.01. |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                              |   |
| (b)    |   | Exhibits                                                                                                                                                                                                                                                                                                                                                          |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                              |   |
|   |   | The      Exhibit Index attached hereto is hereby incorporated by reference to this      Item.                                                                                                                                                                                                                                                                     |   |
|   |   |

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| Date:      July 12, 2010 | /s/      William J. Carden                                                                                                    |   |
|--------------------------|-------------------------------------------------------------------------------------------------------------------------------|--------|
|                     | William      J. CardenChairman      of the Board, President andChief      Executive Officer(Principal      Executive Officer) |   |

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| Exhibit      No. | Exhibit      Title                                                                                                                                                                                                   |
|------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |                                                                                                                                                                                                                 |
| 3.1              | Form      of Amended and Restated Articles of Incorporation of the Company      (1)                                                                                                                                  |
|             |                                                                                                                                                                                                                 |
| 3.2              | Bylaws      of the Company (1)                                                                                                                                                                                       |
|             |                                                                                                                                                                                                                 |
| 3.3              | Amended      and Restated Bylaws of the Company are incorporated herein by reference to      Exhibit 3.01 to the Company’s Form 10-Q for the quarter ended June 30,      2002                                  |
|             |                                                                                                                                                                                                                 |
| 3.4              | Articles      of Amendment of the Company are incorporated herein by reference to the      Company’s Annual Report on Form 10-K for the year ended December 31,      2003                                      |
|             |                                                                                                                                                                                                                 |
| 3.5              | Articles      of Amendment of the Company are incorporated herein by reference to the      Company’s Form 10-Q for the quarter ended March 31,2006                                                             |
|             |                                                                                                                                                                                                                 |
| 3.6              | Articles      Supplementary for 15% Cumulative Preferred Stock, Series A of the Company      dated December 30, 2008 are incorporated herein by reference to the      Company’s Form 8-K filed January 8, 2009 |
|             |                                                                                                                                                                                                                 |
| 4.1              | Form      of Stock Certificate (1)                                                                                                                                                                                   |
|             |                                                                                                                                                                                                                 |
| 10.1             | Form      of Agreement and Plan of Merger of Sierra-Pacific Development Fund      (1)                                                                                                                                |
|             |                                                                                                                                                                                                                 |
| 10.2             | Form      of Agreement and Plan of Merger of Sierra-Pacific Development Fund II      (1)                                                                                                                             |
|             |                                                                                                                                                                                                                 |
| 10.3             | Form      of Agreement and Plan of Merger of Sierra-Pacific Development Fund III      (1)                                                                                                                            |
|             |                                                                                                                                                                                                                 |
| 10.4             | Form      of Agreement and Plan of Merger of Sierra Pacific Pension Investors ‘84      (1)                                                                                                                     |
|             |                                                                                                                                                                                                                 |
| 10.5             | Form      of Agreement and Plan of Merger of Sierra Pacific Institutional Properties      V (1)                                                                                                                      |
|             |                                                                                                                                                                                                                 |
| 10.6             | Form      of Agreement and Plan of Merger of Nooney Income Fund Ltd., L.P.      (1)                                                                                                                                  |
|             |                                                                                                                                                                                                                 |
| 10.7             | Form      of Agreement and Plan of Merger of Nooney Income Fund Ltd., L.P.      (1)                                                                                                                                  |
|             |                                                                                                                                                                                                                 |
| 10.8             | Form      of Agreement and Plan of Merger of Nooney Real Property Investors – Two,      L.P. (1)                                                                                                               |
|             |                                                                                                                                                                                                                 |
| 10.9             | Omnibus      Stock Incentive Plan (1)                                                                                                                                                                                |
|             |                                                                                                                                                                                                                 |
| 10.10            | Agreement      of Limited Partnership of American Spectrum Realty Operating Partnership,      L.P. (1)                                                                                                               |
|             |                                                                                                                                                                                                                 |
| 10.11            | Agreement      and Plan of Merger, dated August 6, 2000, between the Company and CGS      Properties (Mkt./Col.), L.P. (1)                                                                                           |
|             |                                                                                                                                                                                                                 |
| 10.12            | Agreement      and Plan of Merger, dated August 6, 2000, between the Company and      Creekside/Riverside, L.L.C. (1)                                                                                                |
|             |                                                                                                                                                                                                                 |
| 10.13            | Agreement      and Plan of Merger, dated August 6, 2000, between the Company and      McDonnell Associates, L.L.C. (1)                                                                                               |
|             |                                                                                                                                                                                                                 |
| 10.14            | Agreement      and Plan of Merger, dated August 6, 2000, between the Company and Pacific      Spectrum, L.L.C. (1)                                                                                                   |
|             |                                                                                                                                                                                                                 |

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| 10.15  | Agreement      and Plan of Merger, dated August 6, 2000, between the Company and Pasadena      Autumn Ridge L.P. (1)                                                                                                                                                                                          |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                          |
| 10.16  | Agreement      and Plan of Merger, dated August 6, 2000, between the Company and Seventy      Seven, L.L.C. (1)                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                          |
| 10.17  | Agreement      and Plan of Merger, dated August 6, 2000, between the Company and Villa      Redondo L.L.C. (1)                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                          |
| 10.18  | Agreement      and Plan of Merger, dated August 6, 2000, between the Company and Third      Coast L.L.C. (1)                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                          |
| 10.19  | Agreement      and Plan of Contribution, dated August 6, 2000, between the Company and      No.-So., Inc. (1)                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                          |
| 10.20  | Form      of Restricted Stock Agreement (1)                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                          |
| 10.21  | Form      of Stock Option Agreement (Incentive Stock Options) (1)                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                          |
| 10.22  | Form      of Stock Option Agreement (Directors) (1)                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                          |
| 10.23  | Form      of Stock Option Agreement (Non-Qualified Options) (1)                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                          |
| 10.24  | Form      of Indenture Relating to Notes (1)                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                          |
| 10.25  | Contribution      Agreement, dated May 31, 2000, between the Company and CGS Real Estate      Company, Inc. (1)                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                          |
| 10.26  | Contribution      Agreement, dated May 31, 2000, between the Company and American Spectrum      Real Estate Services, Inc. (1)                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                          |
| 10.27  | Agreement      and Plan of Merger, dated May 31, 2001, between the Company and Lindbergh      Boulevard Partners (Lindbergh), L.P. (1)                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                          |
| 10.28  | Agreement      and Plan of Merger, dated May 31, 2001, between the Company and Nooney      Rider Trail L.L.C. (1)                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                          |
| 10.29  | Agreement      and Plan of Merger, dated May 31, 2001, between the Company and Back Bay      L.L.C. (1)                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                          |
| 10.30  | Contribution      Agreement, dated May 31, 2001, between American Spectrum Realty      Management, Inc. and CGS Real Estate Company, Inc., American Spectrum —      Midwest, American Spectrum — Arizona, American Spectrum — California and      American Spectrum — Texas, Inc. (1) |
|   |                                                                                                                                                                                                                                                                                                          |
| 10.31  | Amendment      of Agreement Plan of Merger between the Company and Villa Redondo L.L.C.      is incorporated herein by reference to the Company’s Annual Report on Form      10-K for the year ended December 31, 2001                                                                                  |
|   |                                                                                                                                                                                                                                                                                                          |
| 10.32  | Amendment      of Agreement Plan of Merger between the Company and Pasadena Autumn Ridge,      L.P. is incorporated herein by reference to the Company’s Annual Report on      Form 10-K for the year ended December 31, 2001                                                                           |
|   |                                                                                                                                                                                                                                                                                                          |

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| 10.33  | Amendment      of Agreement Plan of Merger between the Company and Third Coast L.L.C. is      incorporated herein by reference to the Company’s Annual Report on Form      10-K for the year ended December 31, 2001                                                                                                                                                                 |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.34  | Registration      Right’s Agreement between the Company, the Operating Partnership, and      other parties is incorporated herein by reference to the Company’s Annual      Report on Form 10-K for the year ended December 31,2001                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.35  | Employment      Agreement dated October 15, 2001 between the Company and Harry A. Mizrahi      is incorporated herein by reference to Exhibit 10.01 to the Company’s Form      10-Q for the quarter ended March 31, 2002                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.36  | Employment      Agreement dated April 3, 2002 between the Company and Paul E. Perkins is      incorporated herein by reference to Exhibit 10.02 to the Company’s Form      10-Q for the quarter ended March 31, 2002                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.37  | Employment      Agreement dated April 16, 2002 between the Company and Patricia A. Nooney      is incorporated herein by reference to Exhibit 10.03 to the Company’s Form      10-Q for the quarter ended March 31, 2002                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.38  | Employment      Agreement dated September 1, 2002 between the Company and Thomas N.      Thurber is incorporated herein by reference to Exhibit 10.04 to the      Company’s Form 10-Q for the quarter ended June 30, 2002 (Exhibits pursuant      to the Agreement have not been filed by the Company, who hereby undertakes      to file such exhibits upon the request of the SEC) |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.39  | Employment      Agreement dated October 15, 2001 between the Company and William J. Carden      is incorporated herein by reference to Exhibit 10.5 to the Company’s Form      10-Q for the quarter ended September 30, 2002                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.40  | Letter      Agreement dated February 25, 2003 between the Company and William J.      Carden and John N. Galardi is incorporated herein by reference to the      Company’s Annual Report on Form 10-K for the year ended December 31,      2002                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.41  | Letter      Agreement dated February 25, 2003 between the Company and CGS Real Estate      Company, Inc. is incorporated herein by reference to the Company’s Annual      Report on Form 10-K for the year ended December 31,2002                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.42  | Letter      Agreement dated February 25, 2003 between the Company and William J.      Carden and John N. Galardi is incorporated herein by reference to the      Company’s Annual Report on Form 10-K for the year ended December 31,      2002                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.43  | Amendment      No. 1 to Employment Agreement dated October 6, 2003 between the Company      and Patricia A. Nooney incorporated herein by reference to the Company’s      Annual Report on Form 10-K for the year ended December 31,      2003                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.44  | Purchase      Agreement dated December 15, 2009 between the Company and Evergreen      Parties                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.45  | Letter      Agreement to Purchase Agreement dated December 18, 2009 between the      Company and Evergreen Parties (First Amendment to Purchase      Agreement)                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.46  | Second      Amendment to Purchase Agreement dated January 17, 2010 between the Company      and Evergreen Parties                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |
| *21    | Significant      Subsidiaries of the Company                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |
| *23.1  | Hein      & Associates, LLP Consent – Form 10-K                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |

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| **31.1      | Certification      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley      Act                                                        |
|-------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |                                                                                                                                                        |
| **31.2      | Certification      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley      Act                                                        |
|        |                                                                                                                                                        |
|  *32.1 | Certification      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted      pursuant to Section 906 of the Sarbanes-Oxley Act of  2002 |
|        |                                                                                                                                                        |
|  *32.2 | Certification      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted      pursuant to Section 906 of the Sarbanes-Oxley Act of  2002 |

| *  | Previously      filed |
|---------|-----------------------|

| **  | Filed      herewith |
|----------|---------------------|

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