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                 June 30, 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
                                 --------------


                                                        June 30,
                                                          2001      December 31,
ASSETS:                                               (Unaudited)       2000
                                                      -----------   ------------

     Cash                                             $   273,488    $   843,093
     Accounts receivable                                  114,203        115,445
     Prepaid expenses and deposits                         36,445         14,192
     A/R - Affiliates                                   1,699,541        847,900
     Investment property, at cost:
         Land and improvements                          1,946,169      1,946,169
         Buildings                                      8,697,112      8,663,925
                                                      -----------    -----------
                                                       10,643,281     10,610,094
         Less accumulated depreciation                  5,607,311      5,432,883
                                                      -----------    -----------
                                                        5,035,970      5,177,211
     Deferred expenses - at amortized cost                115,185        120,354
                                                      -----------    -----------
                                                      $ 7,274,832    $ 7,118,195
                                                      ===========    ===========

LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses            $    34,892    $    66,423
     Accrued real estate taxes                            205,680        204,549
     Mortgage notes payable                             1,093,896      1,103,395
     Refundable tenant deposits                           146,064        131,287
                                                      -----------    -----------
                                                        1,480,532      1,505,654

Partners' equity                                        5,794,300      5,612,541
                                                      -----------    -----------
                                                      $ 7,274,832    $ 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      Six Months Ended
                                   June 30,    June 30,    June 30,    June 30,
                                     2001        2000        2001        2000
                                     ----        ----        ----        ----
REVENUES:
     Rental and other income      $  504,984  $  529,049  $1,000,401  $1,036,222
     Interest                          1,171       9,166       6,738      19,943
                                  ----------  ----------  ----------  ----------
                                     506,155     538,215   1,007,139   1,056,165

EXPENSES:
     Interest                         20,557      26,641      45,129      52,304
     Depreciation and amortization    93,836     108,064     204,947     203,459
     Real estate taxes                74,116      73,980     146,535     136,387
     Property management fees paid
         to American Spectrum
         Midwest                      23,865      32,019      47,491      62,967
     Reimbursement to American
         Spectrum Midwest for
         partnership management
         services and  indirect
         expenses                      6,250       6,250      12,500      12,500
     Repairs & maintenance            46,062      29,347      64,899      53,922
     Professional services            17,622      25,506      39,656      52,288
     Utilities                        26,482      29,512      55,984      58,780
     Cleaning                         13,764      18,820      27,201      33,335
     Payroll                          15,478      17,474      34,625      36,226
     Insurance                        12,859       9,218      24,826      18,892
     Parking lot/landscaping          11,769      15,605      23,664      23,380
     Office general                    4,635       5,310       9,285      12,324
     Vacancy expense                  23,086         716      43,334       3,257
     Other operating expenses         11,571      12,036      45,304      43,163
                                  ----------  ----------  ----------  ----------

                                     401,952     410,498     825,380     803,184
                                  ----------  ----------  ----------  ----------

NET INCOME                        $  104,203  $  127,717  $  181,759  $  252,981
                                  ==========  ==========  ==========  ==========
NET INCOME PER LIMITED
     PARTNERSHIP UNIT             $     5.72  $     7.05  $     9.72  $    14.03
                                  ==========  ==========  ==========  ==========

PARTNERS' EQUITY:
     Beginning of period          $5,690,097  $5,462,374  $5,612,541  $5,337,110
        Net income                   104,203     127,717     181,759     252,981
                                  ----------  ----------  ----------  ----------

     End of period                $5,794,300  $5,590,091  $5,794,300  $5,590,091
                                  ==========  ==========  ==========  ==========


                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                      -3-
<PAGE>

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


                                                          Six Months Ended
                                                        June 30,      June 30,
                                                          2001          2000
                                                          ----          ----
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                        $   181,759   $   252,981
    Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
       Depreciation and amortization                      204,947       203,459

    Changes in assets and liabilities:
       Decrease (increase) in accounts receivable           1,242       (34,255)
       Increase in prepaid expenses                       (22,253)       (8,114)
       Increase in A/R-Affiliates                        (851,641)         --
       Increase in deferred expenses                      (25,350)      (38,323)
       (Decrease) increase in accounts payable            (31,531)        4,889
       Increase (decrease) in accrued real estate
         taxes                                              1,131          (889)
       Increase (decrease) in refundable tenant
         deposits                                          14,777        (1,786)
                                                      -----------   -----------

           Total adjustments                             (708,678)      124,981
                                                      -----------   -----------

       Net cash (used in) provided by operating
         activities                                      (526,919)      377,962
                                                      -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
    Net additions to investment property                  (33,187)     (113,891)
                                                      -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES -
    Payments on mortgage notes payable                     (9,499)      (11,399)
                                                      -----------   -----------

NET DECREASE IN CASH                                     (569,605)      252,672
                                                      -----------   -----------

CASH
    Beginning of period                                   843,093     1,237,294
                                                      -----------   -----------

CASH
    End of period                                         273,488     1,489,966
                                                      ===========   ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for interest    $    45,129   $    52,304


                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                      -4-
<PAGE>


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

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

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                     ---------------------------------------

                THREE AND SIX MONTHS ENDED JUNE 30, 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  except as noted below.  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
June 30,  2001 and for all  periods  presented  have been made.  The  results of
operations  for the three and six month  periods  ended June 30,  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 (formerly
Nooney,  Inc.), a  wholly-owned  subsidiary of CGS Real Estate  Company.  Nooney
Income Investments, Inc., a general partner, is a wholly-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 and six month  periods
ended June 30, 2001 and 2000 were 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 in the final process of developing 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 November 13, 2000, February 14, 2001, April 24, 2001, June
26, 2001,  and August 7, 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  $1,699,541  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.

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        Six Months Ended
                                          June 30,                June 30,
                                     2001        2000        2001         2000
                                     ----        ----        ----         ----
Revenues:
    Leawood Fountain Plaza (76%)  $  268,717     275,201  $  550,797  $  540,463
    Oak Grove Commons                235,447     261,748     455,291     513,966
                                  ----------  ----------  ----------  ----------
                                     504,164     536,949   1,006,088   1,054,429
                                  ==========  ==========  ==========  ==========

Operating Profit:
    Leawood Fountain
    Plaza (76%)                   $   82,149  $   61,164  $  147,556  $  129,250
    Oak Grove Commons                 42,722      98,412      81,077     180,696
                                  ----------  ----------  ----------  ----------
                                     124,871     159,576     228,633     309,946
                                  ==========  ==========  ==========  ==========

Capital Expenditures:
    Leawood Fountain Plaza (76%)  $   11,917  $  102,834  $   16,477  $  105,645
    Oak Grove Commons                  3,832       5,404      16,710       8,246
                                  ----------  ----------  ----------  ----------
                                      15,749     108,238      33,187     113,891
                                  ==========  ==========  ==========  ==========

                                      -6-
<PAGE>


Depreciation and Amortization:
    Leawood Fountain Plaza (76%)  $   47,856  $   48,849  $  113,704  $   95,632
    Oak Grove Commons                 45,980      59,215      91,243     107,827
                                  ----------  ----------  ----------  ----------
                                      93,836     108,064     204,947     203,459
                                  ==========  ==========  ==========  ==========

Assets:
                                           June 30, 2001       December 31, 2000
                                           -------------       -----------------

    Leawood Fountain Plaza (76%)             $ 1,035,103             $   898,044
    Oak Grove Commons                          4,287,812               4,195,561
                                             -----------             -----------
                                               5,322,915               5,093,605
                                             ===========             ===========

Reconciliation  of segment  data to the  Partnership's  consolidated  data is as
follows:

                                Three Months Ended         Six Months Ended
                                      June 30,                  June 30,
                                 2001         2000         2001         2000
                                 ----         ----         ----         ----
Revenues:
    Segments                  $  504,164   $  536,949   $1,006,088   $1,054,429
    Corporate and other            1,991        1,266        1,051        1,736
                              ----------   ----------   ----------   ----------
                                 506,155      538,215    1,007,139    1,056,165
                              ==========   ==========   ==========   ==========


Net Income:
    Segments                  $  124,871   $  159,576   $  228,633   $  309,946
    Corporate and other
      income                       1,991        1,266        1,051        1,737
    General and admin
      expenses                   (22,659)     (33,125)     (47,925)     (58,702)
                              ----------   ----------   ----------   ----------
    Net income                   104,203      127,717      181,759      252,981
                              ==========   ==========   ==========   ==========

Depreciation and Amortization
    Segments                  $   93,836   $  108,064   $  204,947   $  203,459
    Corporate and other                0            0            0            0
                              ----------   ----------   ----------   ----------
                                  93,836      108,064      204,947      203,459
                              ==========   ==========   ==========   ==========

Assets:
                                        June 30, 2001         December 31, 2000
                                        -------------         -----------------

    Segments                              $ 5,322,915               $ 5,093,605
    Corporate and other                     1,951,917                 2,024,590
                                          -----------               -----------
                                            7,274,832                 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 (the Company) were issued.  The independent
public accountants report on such statements contained an explanatory  paragraph
relating  to the ability of the  Company to  continue  as a going  concern.  The
Company  experienced  losses  in the  periods  presented  and has a net  capital
deficiency.  Certain entities in the combined financial statements have not made
debt  payments  when  due and  various  lenders  placed  $10,520,000  of debt in
default.  Certain entities also needed 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 Company has plans related to these matters,  which include, in
addition  to those  items  discussed  above,  obtaining  additional  loans  from
shareholders, obtaining extensions from lenders or refinancing all debts through
the  completion  of the  transaction  discussed  in  Note  E.  In  addition,  if
necessary,  management believes it could sell properties to generate cash to pay
debt. The Registrant does not believe that the effect of the ultimate outcome of
the circumstances surrounding the Company will have a material adverse effect on
its results of operations or financial position.

As discussed in Note E, the Registrant has a receivable from the general partner
for costs  incurred in  anticipation  of the  transaction.  The  Registrant  has
obtained  the  guarantee  of the  major  individual  owner of the  parent of the
general  partner with respect to the repayment of these costs if the transaction
is not consummated.


                                      -8-
<PAGE>


ITEM 7:    MANAGEMENT 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 June 30, 2001 is  $273,488,  a decrease of $569,605  from the
year ended  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.  For the six month period  ended June 30, 2001,  cash was
used for tenant  improvements  in the amount of $33,187 and payments on mortgage
notes  payable  were made in the amount of $9,499.  The  Registrant  expects the
properties to adequately fund anticipated capital expenditures for the remainder
of 2001. The anticipated capital expenditures are as follows:

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

     Oak Grove Commons                     $ 15,400        $ 36,299    $ 51,699
     Leawood Fountain Plaza (76%)            28,652         167,220     195,872
                                           --------        --------    --------
                                           $ 44,052        $203,519    $247,571
                                           ========        ========    ========

Oak Grove Commons and Leawood  Fountain  Plaza's leasing capital  includes funds
for tenant  alterations and lease commissions for new and renewal leases.  Other
capital  expenditures  at Oak Grove  Commons  include  the  installation  of new
drainage tile.  Other capital at Leawood Fountain Plaza includes the replacement
of concrete curbs and sidewalks,  and the replacement of exterior window frames.
The  Registrant  reviews cash  reserves on a regular  basis,  prior to beginning
scheduled capital  improvements.  In the event there are not adequate funds, the
capital improvements will be postponed until such funds are available.

                                      -9-
<PAGE>


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

The results of operations for the Registrant's properties for the quarters ended
June 30, 2001 and 2000 are detailed in the schedule below. Expenses and revenues
of the Registrant are excluded.

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

     Second Quarter 2001
     -------------------
             Revenues                $235,447                $268,717
             Expenses                 192,725                 186,568
                                     --------                --------
             Net Income              $ 42,722                $ 82,149
                                     ========                ========

     Second Quarter 2000
     -------------------
             Revenues                $261,748                $275,201
             Expenses                 163,336                 214,037
                                     --------                --------
             Net Income              $ 98,412                $ 61,164
                                     ========                ========

For the quarter  ended June 30, 2001 and 2000,  Oak Grove Commons had net income
of $42,722 and $98,412 respectively. This represents a decrease in net income of
$55,690.  Revenues decreased $26,301 when comparing the two quarters,  primarily
due to decreases in base rental revenue  ($9,055),  and  termination fee revenue
($15,400). The decrease in rental revenue is due to a lower occupancy level than
that of prior year. The decreased  termination  fee revenue can be attributed to
fees  received from the early lease vacate of a former tenant at the property in
2000 only.  Expenses at Oak Grove  Commons were  $192,725 for the quarter  ended
June 30, 2001 and $163,336 for the quarter ended June 30, 2000.  The increase in
expenses  of  $29,389  can  primarily  be  attributable  to  increases  in  fire
protection  related expenses  ($26,252) and vacancy related expenses  ($22,370),
partially   offset   by   decreases   in   interest   expense   ($6,084),    and
depreciation/amortization  ($13,235).  The  increase in fire  protection  can be
attributed  to work  necessary  as a result of an  inspection  performed  at the
property.  The  increase in vacancy  expenses  is directly  related to the lower
occupancy  level reflected at the property in 2001. The decrease in depreciation
and amortization is a result of fully amortized assets.

At Leawood  Fountain  Plaza,  net income  increased from $61,164 for the quarter
ended June 30,  2000 to  $82,149  for the  quarter  ended  June 30,  2001.  This
represents  an  increase  in net income of $20,985.  Revenues  decreased  $6,484
primarily due to a decrease in base rental revenue  ($21,030),  partially offset
by an increase in escalation revenue ($14,045).  The decrease in rental revenues
can be  attributed  to the lower  occupancy  level than that of prior year.  The
increase in  escalation  revenue can  primarily  be  attributed  to increases in
certain tenants' pro-rata share and updated base years. Expenses for the quarter
ended June 30, 2000 were  $214,037 and  expenses for the quarter  ended June 30,
2001 were $186,568 representing a decrease in expenses of $27,469. This decrease
in expenses is  primarily  due to a decrease in bad debt  expense due to a lower
amount of tenant receivables being considered uncollectable than in 2000.

The occupancy levels at the  Registrant's  properties as of June 30, 2001, 2000,
and 1999 are as follows:

                                          Occupancy levels as of June 30,
                                          -------------------------------
         Property                  2001                 2000               1999
         --------                  ----                 ----               ----

Oak Grove Commons                   92%                  98%                97%
Leawood Fountain Plaza (76%)        88%                  98%                98%

                                      -10-
<PAGE>


Occupancy at Oak Grove  Commons  increased 6% during the second  quarter to 92%.
Leasing  activity  consisted of two new tenants signing leases for 11,896 square
feet and one  tenant  renewing  their  lease for 2,619  square  feet.  Oak Grove
Commons has no tenant occupying more than 10% of the available space.

During the second quarter of 2001,  leasing  activity at Leawood  Fountain Plaza
consisted of the Registrant signing one new lease with a tenant for 3,036 square
feet,  and one tenant  vacating  1,873 square  feet.  The property has two major
tenants  occupying 14% and 11% of the available  space on leases which expire in
October 2001 and July 2004, respectively.

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  estimated  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  judgement is necessary to estimate fair value.  Accordingly,  actual
results could vary significantly from such estimates.

2001 Comparison
---------------

At June 30, 2001, the Registrant's  consolidated  revenues for the quarter ended
and six month period ended are $506,155 and $1,007,139,  respectively.  Revenues
decreased  $32,060 and $49,026 when compared to the quarter and six month period
ended June 30, 2000. The decrease in revenues can be primarily  attributable  to
decreases  in base  rental  and  termination  fee  revenue at Oak Grove and base
rental revenue at Leawood. Both of the Registrant's  properties are reflecting a
lower occupancy level than that reflected at June 30, 2000.

Consolidated expenses for the quarter ending June 30, 2001 and the quarter ended
June 30, 2000 are $401,952 and $410,498,  respectively. For the six month period
ended June 30, 2001 and the six month period  ended June 30, 2000,  consolidated
expenses are $825,380 and $803,184,  respectively.  The decrease in expenses for
the three month  period of $8,546 can  primarily  be  attributable  to decreases
reflected in interest expense ($6,084), depreciation and amortization ($14,228),
management fees ($8,154),  professional  services ($7,884),  utilities ($3,030),
cleaning  expense  ($5,056),  and  parking   lot/landscaping   related  expenses
($3,836).  These  decreases were partially  offset by an increase in repairs and
maintenance related expenses ($16,715),  and vacancy related expenses ($22,370).
The  decrease  in  depreciation  and  amortization  can be  attributed  to fully
amortized  assets  from that at June 30,  2000.  The  increase  in  repairs  and
maintenance  expense is due to expenses related to fire protection  improvements
at Oak  Grove  as a  result  of an  inspection,  as  mentioned  in the  property
comparisons.  The  increase in vacancy  expenses is  primarily  due to the lower
occupancy  level at Oak Grove as also  previously  addressed.  The  increase  in
expenses of $22,196 for the six month period can be  attributed  to increases in
real estate tax expense  ($10,148),  repairs and  maintenance  related  expenses
($10,977),  insurance ($5,934),  vacancy related expenses  ($40,077),  and other
operating expenses ($2,141).  These increases were partially offset by decreases
in interest expense ($7,175),  management fees ($15,476),  professional services
($12,632),  utilities ($2,796),  cleaning expenses ($6,134),  and office related
expenses ($3,039).  The increase in real estate tax expense is due to tax appeal
fees paid  during the first  quarter of 2001 for  Leawood  Fountain  Plaza.  The
increase in vacancy related expenses is due to the lower occupancy level at both

                                      -11-
<PAGE>

of the  Registrant's  properties in 2001. The decrease in management fee expense
is directly related to the decrease in revenue.

2000 Comparison
---------------

At June 30, 2000, the Registrant's  consolidated  revenues for the quarter ended
and six month period ended are $538,215 and $1,056,165,  respectively.  Revenues
increased  $15,874 and $33,956 when compared to the quarter and six month period
ended June 30, 1999. The increase in revenues can primarily be  attributable  to
increases in base rental  revenue and interest  income at both Oak Grove Commons
and  Leawood  Fountain  Plaza.  An  increase  in  Termination  Fee revenue and a
decrease in common area  maintenance  revenues  were also  reflected  at Leawood
Fountain Plaza, as previously addressed in the property comparisons.

Consolidated  expenses for the quarter ended June 30, 2000 and the quarter ended
June 30, 1999 are $410,948 and $418,237,  respectively. For the six month period
ended June 30, 2000 and the six month period  ended June 30, 1999,  consolidated
expenses are $803,184  and 809,970,  respectively.  The decrease in expenses for
the three month period in the amount of $7,739 can  primarily be  attributed  to
decreases  in  professional  services  expense  ($15,513),  insurance  ($1,401),
parking lot and landscaping expense ($11,865), office general expenses ($4,020),
vacancy related expenses ($4,867), and other operating expenses ($3,257).  These
decreased  expenses  were  partially  offset by  increases  in interest  expense
($4,815),  depreciation  and  amortization  ($7,249),  real  estate tax  expense
($9,811),  utilities  ($4,528),  cleaning expense ($4,792),  and payroll expense
($2,342).  The  decrease  in  professional  services is due to lower legal costs
incurred regarding partnership related matters. The decreases in parking lot and
landscaping expenses and vacancy expenses,  as well as the increases in interest
expenses,  depreciation  and  amortization,  and real  estate  tax have all been
previously addressed in the property  comparisons.  The decrease in expenses for
the six month period in the amount of $6,786 can be attributable to decreases in
repairs  and  maintenance  related  expenses  ($1,331),   professional  services
($8,355),insurance  ($4,490),  parking lot and  landscaping  expenses  ($9,735),
office general expenses ($3,539),  vacancy expense ($6,128), and other operating
expense  ($12,273).  These decreased expenses were partially offset by increases
in interest expense  ($7,149),  depreciation and amortization  expense ($1,446),
real estate tax expense ($10,613), management fees ($1,771), utilities ($6,532),
cleaning expenses ($7,212), and payroll expenses ($4,342). The decrease in other
operating  expense is primarily due to decreases in snow removal and common area
related expenses.


Inflation
---------

The effects of inflation  did not have a material  impact upon the  Registrant's
operations.

                                      -12-
<PAGE>


PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

             See Exhibit Index on Page 14


         (b) Reports on Form 8-K

             None


                                   SIGNATURES
                                   ----------

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                          NOONEY INCOME FUND LTD., L.P.

Dated:    August 14, 2001                 By:    Nooney Income Investments, Inc.
          ---------------                        General Partner

                                          By: /s/ Gregory J. Nooney, Jr.
                                              --------------------------
                                              Gregory J. Nooney, Jr.
                                              Vice Chairman

                                          By: /s/ Patricia A. Nooney
                                              ----------------------
                                              Patricia A. Nooney
                                              President and Secretary

                                      -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-