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 quarterly period ended                 March 31, 2001
                               -------------------------------------------------

                                       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 0-13241
                                                -------

                         NOONEY INCOME FUND LTD., L.P.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

          Missouri                                             43-1302570
-------------------------------                        -------------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

One Memorial Drive, Suite 675, St. Louis, Missouri                63102
--------------------------------------------------     -------------------------
 (Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code        (314) 206-4600
                                                   -----------------------------

--------------------------------------------------------------------------------
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 _______.


                                      -1-
<PAGE>

PART I
Item 1 - Financial Statements:
-----------------------------

                          NOONEY INCOME FUND LTD., L.P.
                          -----------------------------

                             (A LIMITED PARTNERSHIP)
                             -----------------------

                                 BALANCE SHEETS
                                 --------------


                                                       March 31,    December 31,
                                                          2001          2000
                                                      (Unaudited)   ------------
                                                      -----------
ASSETS:

     Cash and cash equivalents                        $   521,813    $   843,093
     Accounts receivable                                  123,498        115,445
     Prepaid expenses and deposits                          6,382         14,192
     Accounts receivable affiliates                     1,404,541        847,900
     Investment property, at cost:
         Land                                           1,946,169      1,946,169
         Buildings and improvements                     8,681,363      8,663,925
                                                      -----------    -----------
                                                       10,627,532     10,610,094
         Less accumulated depreciation                  5,524,281      5,432,883
                                                      -----------    -----------
                                                        5,103,251      5,177,211
     Deferred expenses - at amortized cost                133,189        120,354
                                                      -----------    -----------

                                                      $ 7,292,674    $ 7,118,195
                                                      ===========    ===========


LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses            $    81,158    $    66,423
     Accrued real estate taxes                            276,968        204,549
     Mortgage notes payable                             1,097,695      1,103,395
     Refundable tenant deposits                           146,756        131,287
                                                      -----------    -----------
                                                        1,602,577      1,505,654

Partners' equity                                        5,690,097      5,612,541
                                                      -----------    -----------
                                                      $ 7,292,674    $ 7,118,195
                                                      ===========    ===========




                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                      -2-
<PAGE>

                          NOONEY INCOME FUND LTD., L.P.
                          -----------------------------

                             (A LIMITED PARTNERSHIP)
                             -----------------------

                  STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
                  ---------------------------------------------

                                   (UNAUDITED)
                                   -----------
                                                           Three Months Ended
                                                         -----------------------

                                                         March 31,     March 31,
                                                           2001          2000
                                                         ---------     ---------

REVENUES:
     Rental and other income                            $  495,417    $  507,173
     Interest                                                5,567        10,778
                                                        ----------    ----------
                                                           500,984       517,951
                                                        ----------    ----------

EXPENSES:
     Interest                                               24,572        25,663
     Depreciation and amortization                         111,110        95,395
     Real estate taxes                                      72,419        62,407
     Property management fees paid to
         American Spectrum Midwest                          23,627        30,949
     Reimbursement to American Spectrum Midwest
         for partnership management services
         and indirect expenses                               6,250         6,250
     Repairs & maintenance                                  19,665        24,671
     Professional services                                  21,993        26,781
     Utilities                                              29,503        27,997
     Cleaning                                               13,437        14,515
     Payroll                                                19,147        18,752
     Snow removal                                           18,272        14,083
     Insurance                                              11,967         9,675
     Other operating expenses                               51,466        35,549
                                                        ----------    ----------
                                                           423,428       392,687
                                                        ----------    ----------

NET INCOME                                              $   77,556    $  125,264
                                                        ==========    ==========
NET INCOME PER LIMITED
     PARTNERSHIP UNIT                                   $     4.00    $     6.98
                                                        ==========    ==========

PARTNERS' EQUITY:
     Beginning of period                                $5,612,541    $5,337,110
     Net income                                             77,556       125,264
                                                        ----------    ----------

     End of period                                      $5,690,097    $5,462,374
                                                        ==========    ==========


                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                      -3-
<PAGE>

                          NOONEY INCOME FUND LTD., L.P.
                          -----------------------------
                             (A LIMITED PARTNERSHIP)
                             -----------------------
                             STATEMENTS OF CASH FLOW
                             -----------------------
                                   (UNAUDITED)
                                   -----------

                                                         Three Months Ended
                                                      -------------------------

                                                        March 31,     March 31,
                                                          2001          2000
                                                      -----------   -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                        $    77,556   $   125,264
    Adjustments to reconcile net income to net cash
    (used in) provided by operating activities:
       Depreciation and amortization                      111,110        95,395

    Changes in assets and liabilities:
       Increase in accounts receivable                     (8,053)      (18,756)
       Decrease in prepaid expenses and deposits            7,810         7,742
       Increase in deferred assets                        (32,547)      (39,900)
       Increase in accounts payable and accrued
         expenses                                          14,735         8,174
       Increase in accrued real estate taxes               72,419        62,407
       Increase  in refundable tenant deposits             15,469         9,901
                                                      -----------   -----------

           Total adjustments                              180,943       124,963
                                                      -----------   -----------

       Net cash provided by operating activities          258,499       250,227
                                                      -----------   -----------


CASH FLOWS FROM INVESTING ACTIVITIES -
    Net additions to investment property                  (17,438)       (5,652)
                                                      -----------   -----------

NET CASH USED IN FINANCING ACTIVITIES                    (562,341)            0

CASH FLOWS FROM FINANCING ACTIVITIES -
    Receivable from Affiliates                           (556,641)            0
    Payments on mortgage notes payable                     (5,700)       (5,699)
                                                      -----------   -----------

NET (DECREASE) INCREASE IN CASH                          (321,280)      238,876
    AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS, beginning of period            843,093     1,237,294
                                                      -----------   -----------

CASH AND CASH EQUIVALENTS, end of period              $   521,813   $ 1,476,170
                                                      ===========   ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for
  interest                                                 24,572        25,663
                                                      ===========   ===========


                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                      -4-
<PAGE>


                          NOONEY INCOME FUND LTD., L.P.
                          -----------------------------
                             (A LIMITED PARTNERSHIP)
                             -----------------------
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                     ---------------------------------------
                   THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                   ------------------------------------------

NOTE A:

Refer  to the  Registrant's  financial  statements  for the  fiscal  year  ended
December 31, 2000, 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:

The financial statements include only those assets, liabilities,  and results of
operations of the partners  which relate to the business of Nooney Income Fund.,
L.P. The  statements do not include  assets,  liabilities,  revenues or expenses
attributable to the partners' individual activities.  No provision has been made
for federal and state income taxes since these taxes are the responsibilities of
the partners.  In the opinion of the general  partners,  all adjustments  (which
include  only normal  recurring  adjustments)  necessary  to present  fairly the
financial  position,  results of operations and changes in financial position at
March 31,  2001 and for all  periods  presented  have been made.  The results of
operations for the  three-month  period ended March 31, 2001 are not necessarily
indicative of the results which may be expected for the entire year.

NOTE C:

The  Registrant's  properties  are  managed  by  American  Spectrum  Midwest,  a
wholly-owned  subsidiary of CGS Real Estate Company.  Nooney Income Investments,
Inc., a general partner,  is a 75% owned subsidiary of S-P Properties,  Inc. S-P
Properties, Inc. is a wholly-owned subsidiary of CGS Real Estate Company.

NOTE D:

The earnings per limited  partnership  unit for the three months ended March 31,
2001 and 2000 was  computed  on 15,180  units,  the number of units  outstanding
during the periods.

NOTE E:

CGS Real Estate Company,  Inc.  ("CGS"),  an affiliate of the corporate  general
partner of the  Registrant,  is continuing the development of a plan pursuant to
which  the  properties  owned  by the  Registrant  would  be  combined  with the
properties of other real estate partnerships  managed by CGS and its affiliates.
These  limited  partnerships  own  office  properties,   industrial  properties,
shopping centers, and residential apartment properties.  It is expected that the
acquiror, American Spectrum Realty, Inc. ("ASR"), would in the future qualify as
a real estate investment trust.  Limited partners would receive shares of common
stock in ASR which would be listed on a national securities exchange.


                                      -5-
<PAGE>

The  Registrant's  participation  in this plan will  require  the consent of its
limited partners. ASR filed a registration statement on Form S-4 August 14, 2000
relating  to the  solicitation  of  consents  with  the  SEC.  The  registration
statement  was amended  February 14, 2001 and April 24,  2001.  The plan and the
benefits   and  risks   thereof  will  be  described  in  detail  in  the  final
prospectus/consent solicitation statement included in the registration statement
filed under the Securities  Act of 1933 at the time it is declared  effective by
the Securities and Exchange Commission.  Following  effectiveness,  solicitation
materials  will  be  provided  to  limited   partners  in  connection  with  the
solicitation of the consent of the limited partners.  There can be no assurances
that the plan described above will be consummated.

The  Partnership  has paid a total of  $1,404,541  in  expenses  relating to the
impending  transaction.  These costs, which represent more than the Registrant's
proportionate  share,  primarily relate to professional fees and are recorded as
Accounts  receivable  affiliates.   When  the  transaction  is  finalized,   the
Partnership  will be compensated  with  additional  stock. If the transaction is
terminated, the Partnership will be reimbursed by CGS for all costs incurred.

NOTE F:

The  Registrant has no items of other  comprehensive  income,  accordingly,  net
income and other comprehensive income are the same for all periods presented.

NOTE G:

The Partnership has two reportable  operating  segments:  Leawood Fountain Plaza
and Oak Grove Commons.  The Registrant has a 100% ownership in Oak Grove Commons
and a 76%  ownership in Leawood  Fountain  Plaza.  The remaining 24% interest is
owned by Nooney Income Fund Ltd., II, L.P., an affiliate of the  Registrant,  as
the other tenant in common. The Partnership's  management evaluated  performance
of each segment based on profit or loss from operations including the allocation
of  property  writedowns,  general  and  administrative  expenses,  unusual  and
extraordinary items, and interest.

                                                           Three Months Ended
                                                        ------------------------
                                                        March 31,      March 31,
                                                          2001           2000
                                                        ---------      ---------
Revenues:
    Leawood Fountain Plaza (76%)                        $282,080        $265,263
    Oak Grove Commons                                    219,844         252,218
                                                        --------        --------
                                                         501,924         517,481
                                                        ========        ========

Operating Profit:
    Leawood Fountain Plaza (76%)                        $ 65,407        $ 68,086
    Oak Grove Commons                                     38,355          82,284
                                                        --------        --------
                                                         103,762         150,370
                                                        ========        ========

Capital Expenditures:
    Leawood Fountain Plaza (76%)                        $  4,560        $  2,811
    Oak Grove Commons                                     12,878           2,842
                                                        --------        --------
                                                          17,438           5,653
                                                        ========        ========

Depreciation and Amortization:
    Leawood Fountain Plaza (76%)                        $ 65,847        $ 46,783
    Oak Grove Commons                                     45,263          48,612
                                                        --------        --------
                                                         111,110          95,395
                                                        ========        ========

                                      -6-
<PAGE>


Assets:
    As of:                                    March 31, 2001   December 31, 2000
                                              --------------   -----------------

    Leawood Fountain Plaza (76%)                  $1,024,974          $  898,044
    Oak Grove Commons                              4,290,107           4,195,561
                                                  ----------          ----------
                                                   5,315,081           5,093,605
                                                  ==========          ==========

Reconciliation of segment data to the Partnership's consolidated data follow:

                                                           Three Months Ended
                                                        ------------------------
                                                        March 31,      March 31,
                                                          2001           2000
                                                        ---------      ---------
Revenues:
    Segments                                           $ 501,924      $ 517,481
    Corporate and other                                     (940)           470
                                                       ---------      ---------
                                                         500,984        517,951
                                                       =========      =========


Operating profit:
    Segments                                           $ 103,762      $ 150,370
    Corporate and other income                              (940)           470
    General and administrative expenses                  (25,266)       (25,576)
                                                       ---------      ---------
                                                          77,556        125,264
                                                       =========      =========


Depreciation and Amortization
    Segments                                           $ 111,110      $  95,395
    Corporate and other                                      -0-            -0-
                                                       ---------      ---------
                                                         111,110         95,395
                                                       =========      =========


Assets:
    As of:                                  March 31, 2001     December 31, 2000
                                            --------------     -----------------

    Segments                                    $5,315,081            $5,093,605
    Corporate and other                          1,977,593             2,024,590
                                                ----------            ----------
                                                 7,292,674             7,118,195
                                                ==========            ==========


                                      -7-
<PAGE>

NOTE H:

On April 16,  2001,  the  combined  financial  statements  of the  parent of the
General  Partner  and other  affiliates  were  issued.  The  independent  public
accountant's  report  on such  statements  contained  an  explanatory  paragraph
relating to the ability of the combined  entity to continue as a going  concern.
The combined entities have experienced  losses in the periods presented and have
a net capital deficiency.  Certain entities in the combined financial statements
have not made debt payments when due and various lenders have placed $10,520,000
of debt in default. Certain entities also need to pay or refinance a significant
amount  of debt  coming  due in the next  twelve  months.  These  factors  raise
substantial  doubt about the ability of the  combined  entities,  including  the
General Partner, to continue as a going concern.

Management of the combined  entities has plans related to these  matters,  which
include obtaining additional loans from shareholders,  obtaining extensions from
lenders or refinancing  all debt through the completion of the  transaction.  In
addition, if necessary, management believes it could sell properties to generate
cash to pay  debt.  The  Partnership  does not  believe  that the  affect of the
ultimate  outcome of the  circumstances  surrounding the combined  entities will
have a  material  adverse  effect on its  results  of  operations  or  financial
position.

As discussed in Note E, Nooney Income Fund Ltd.,  L.P. has a receivable from the
General  Partner for costs  incurred  in the  anticipation  of the  transaction.
Nooney Income Fund Ltd., L.P. has obtained the guarantee of the major individual
owner of the parent of the General  Partner  with  respect to the  repayment  of
those  costs  incurred  at  Decedmber  31,  2000  for  the  transaction  if  not
consummated.


                                      -8-
<PAGE>

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

It should  be noted  that this 10-Q  contains  forward-looking  information  (as
defined in the Private  Securities  Litigation Reform Act of 1995) that involves
risk and  uncertainty,  including trends in the real estate  investment  market,
projected leasing and sales, and the future prospects for the Registrant. Actual
results could differ materially from those contemplated by such statements.

Liquidity and Capital Resources
-------------------------------

Cash on hand as of March 31, 2001 is $521,813,  a decrease of $321,280 from year
end December 31, 2000.  The decrease in cash can  primarily be attributed to the
Registrant  continuing to advance more than its proportionate share of the costs
relating to the formation of the real estate  investment  trust  currently being
formed by  affiliates  of the  general  partner.  To the  extent  that  expenses
advanced by the Registrant exceed its  proportionate  share, the Registrant will
receive a credit for any excess  portion in  determining  the shares in the real
estate  investment  trust to be issued to  partners  in the  Registrant.  If the
transaction  is not  consummated,  the general  partner of the  Registrant  will
reimburse the Registrant  for expenses  incurred by the Registrant in connection
with the  transaction.  During the first quarter,  cash was used for payments on
mortgage  notes payable in the amount of $5,700 and capital  additions were made
in the amount of $17,438.  The Registrant  expects cash flow and cash on hand to
adequately fund anticipated capital  expenditures for the remainder of 2001. The
anticipated capital expenditures are as follows:

                                       Leasing Capital  Other Capital   Total
                                       ---------------  -------------   -----

    Oak Grove Commons                     $ 40,131        $ 15,400    $ 55,531
    Leawood Fountain Plaza (76%)           192,428          28,652     221,080
                                          --------        --------    --------

                                          $232,559        $ 44,052    $276,611
                                          ========        ========    ========

The leasing  capital at Oak Grove Commons and Leawood  Fountain  Plaza  includes
funds for tenant  alterations and lease commissions for new and renewal tenants.
At Oak Grove Commons,  Other Capital  includes the  installation of new drainage
tile.  Other  Capital  at  Leawood  Fountain  Plaza  has been  budgeted  for the
replacement  of concrete  curbs and  sidewalks,  as well as the  replacement  of
exterior  window frames at one of the  buildings.  The  Registrant  reviews cash
reserves on a regular basis prior to beginning  scheduled capital  improvements.
In the event  there is not  adequate  funds,  the  capital  improvement  will be
postponed until such funds are available.


                                      -9-
<PAGE>

Results of Operations by Property
---------------------------------

The results of operations for the Registrant's properties for the quarters ended
March  31,  2001 and 2000 are  detailed  in the  schedule  below.  Expenses  and
revenues of the Registrant are excluded.

                                                Oak Grove      Leawood Fountain
                                                 Commons          Plaza (76%)
                                                 -------          -----------

      2001
      ----
    Revenues                                     $219,844           $282,080
    Expenses                                      181,489            216,673
                                                 --------           --------

    Net Income                                   $ 38,355           $ 65,407
                                                 ========           ========

      2000
      ----
    Revenues                                     $252,218           $265,263
    Expenses                                      169,934            197,177
                                                 --------           --------

    Net Income                                   $ 82,284           $ 68,086
                                                 ========           ========

Revenues  for the  quarters  ended March 31, 2001 and 2000 at Oak Grove  Commons
were $219,844 and $252,218, respectively. The decrease in revenues of $32,374 is
primarily  attributable  to the 16%  decrease in the  occupancy  level from that
reflected  in the same period of the prior year.  Expenses at Oak Grove  Commons
increased  $11,555  for the  quarter  ended  March 31,  2001 as  compared to the
quarter ended March 31, 2000. The increase in expenses is primarily attributable
to an increase in vacancy related  expenses which is also directly  attributable
to the decreased  occupancy level.  These expenses have been incurred to prepare
vacant suites for future tenants.

At Leawood Fountain Plaza, revenues increased $16,817 when comparing the quarter
ended 2001 to 2000.  The increase in revenue can  primarily be  attributed to an
increase  in  cancellation  fee  revenue.   The  Registrant   reached  a  mutual
cancellation  agreement  with a  former  tenant  and  received  fees  for  early
termination of lease and future rent payable.  Expenses  increased  $19,496 when
comparing  2001 to 2000. The increase in expenses is primarily  attributable  to
increases in depreciation and amortization ($19,064) and real estate tax expense
($10,456),  partially offset by decreases in professional  services ($2,684) and
bad debt expense  ($6,571).  The increase in  depreciation  and  amortization is
primarily  due to newly added assets since March 31, 2000.  The increase in real
estate tax  expense  can be  directly  attributable  to an  increase in the 2001
annual taxes due.


                                      -10-
<PAGE>

The occupancy levels at the Registrant's  properties as of March 31, 2001, 2000,
and 1999 are as follows:

                                               Occupancy levels as of March 31,
                                               --------------------------------

         Property                               2001          2000        1999
         --------                               ----          ----        ----

Oak Grove Commons                                84%          100%        97%
Leawood Fountain Plaza (76%)                     87%           93%        98%

Occupancy at Oak Grove  Commons  increased 3% to 84% during the first quarter of
2001.  Leasing activity consisted of one new tenant occupying 4,550 square feet,
one tenant  renewing their lease for 3,308 square feet, and one tenant  vacating
1,913 square feet.  The  Registrant  has signed two new leases which will become
effective  April 1, 2001 and bring the  property to a 93%  occupied  level.  Oak
Grove Commons has no tenant occupying more than 10% of the available space.

During the first quarter of 2001,  occupancy at Leawood Fountain Plaza decreased
2% to 87%. Leasing  activity  consisted of two tenants renewing their leases for
3,014 square feet and one tenant  vacating  2,081 square feet.  The property has
two major tenants,  one of whom occupies 14% of the available  space whose lease
expires in  October  2001 and a second  major  tenant  who  occupies  11% of the
available space whose lease expires in July 2004.

The  Registrant  reviews  long-lived  assets for impairment  whenever  events or
changes in circumstances indicate that the carrying amount of a property may not
be  recoverable.  The  Registrant  considers a history of operating  losses or a
change in  occupancy  to be primary  indicators  of  potential  impairment.  The
Registrant  deems the  property to be  impaired  if a forecast  of  undiscounted
future operating cash flows directly related to the property, including disposal
value, if any, is less than its carrying  amount.  If the property is determined
to be impaired,  the loss is measured as the amount by which the carrying amount
of the  property  exceeds its fair value.  Fair value is based on quoted  market
prices  in  active  markets,  if  available.  If quoted  market  prices  are not
available, an estimate of fair value is based on the best information available,
including prices for similar  properties or the results of valuation  techniques
such  as  discounting  estimated  future  cash  flows.  Considerable  management
judgment is necessary to estimate fair value. Accordingly,  actual results could
vary significantly from such estimates.

Results of Consolidated Operations 2001
---------------------------------------

As of March 31, 2001, the Registrant's  consolidated  revenues were $500,984,  a
decrease of $16,967  when  compared to the quarter  ended March 31,  2000.  This
decrease in revenues  can  primarily  be  attributable  to decreases in interest
income ($5,211) and rental revenues ($43,868),  partially offset by increases in
escalation revenue ($9,722), real estate tax reimbursement revenue ($3,172), and
cancellation  fee  revenue   ($18,975).   The  decrease  in  rental  revenue  is
attributable to the lower occupancy levels at both Oak Grove Commons and Leawood
Fountain  Plaza.  The  increased  cancellation  fees were  received  at  Leawood
Fountain Plaza, as mentioned in the property comparisons.

                                      -11-
<PAGE>

Consolidated  expenses  for the  quarters  ended  March  31,  2001  and 2000 are
$423,428 and  $392,687,  respectively.  This  resulted in an increase of $30,741
from that of prior year. The increase in expenses can primarily be attributed to
increases in depreciation and amortization  expense  ($15,715),  real estate tax
expense ($10,012),  utility expense ($1,506),  snow removal ($4,189),  insurance
($2,292), and other operating expenses ($15,917). These increases were partially
offset by decreases in interest  expense  ($1,091),  management  fees  ($7,322),
repairs and maintenance related expenses ($5,006), professional services expense
($4,788),  and cleaning expense ($1,078). The increases in both depreciation and
amortization  and real estate tax have been previously  addressed in the Leawood
Fountain Plaza property comparisons. The increase in other operating expenses is
primarily  due to the  increase in vacancy  expenses at Oak Grove  Commons.  The
decrease in management fees is directly  related to the decrease in revenues for
the first quarter of 2001.

Results of Consolidated Operations 2000
---------------------------------------

As of March 31, 2000, the Registrant's  consolidated  revenues are $517,951,  an
increase of $18,085 when compared to quarter ended March 31, 1999. This increase
in revenues can primarily be attributed to an increase in base rent at Oak Grove
Commons and increases in interest revenue at both Leawood Fountain Plaza and Oak
Grove Commons.

Consolidated  expenses  for the  quarters  ending  March  31,  2000 and 1999 are
$392,687  and  $391,731   respectively.   Although  consolidated  expenses  only
increased  $956  when  comparing  the two  three-month  periods,  the  following
fluctuation in expenses should be noted: increases in interest expense ($2,335),
professional  services  ($7,157),   cleaning  expenses  ($2,420),   and  payroll
($2,001),  partially  offset  by  decreases  in  depreciation  and  amortization
($5,803),  snow  removal  ($4,352),  and  insurance  ($3,087).  The  increase in
professional services is due to space planning fees at Leawood Fountain Plaza.

Inflation
---------

The effects of inflation  did not have a material  impact upon the  Registrant's
operation  in  fiscal  2000  and are  not  expected  to  materially  affect  the
Registrant's operation in 2001.


PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

              See Exhibit Index on Page 10


         (b) Reports on Form 8-K

              None


                                      -12-
<PAGE>


                                   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 INCOME FUND LTD., L.P.


Dated:    May 15, 2001                By:    Nooney Income Investments, Inc.
                                             General Partner


                                      By:  /s/ Gregory J. Nooney, Jr.
                                      ------------------------------------------
                                             Gregory J. Nooney, Jr. - Director
                                             Chairman of the Board
                                             and Chief Executive Officer


                                      By:  /s/ Patricia A. Nooney
                                      ------------------------------------------
                                             Patricia A. Nooney - Director
                                             Senior Vice President and Secretary
                                      BEING A MAJORITY OF THE DIRECTORS

                                      -13-

<PAGE>


                                  EXHIBIT INDEX


Exhibit Number      Description
--------------      -----------

3                   Amended and Restated  Agreement and  Certificate  of Limited
                    Partnership,  dated  November 7, 1983,  is  incorporated  by
                    reference  to the  Prospectus  contained  in  Post-Effective
                    Amendment No. 1 to the  Registration  Statement on Form S-11
                    under the Securities Act of 1933 (File No. 2-85683)

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



                                      -14-