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                 September 30, 2000
                               -------------------------------------------------

                                       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 1000, St. Louis, MO                   63102-2449
-----------------------------------------------        -------------------------
 (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 _______.

<PAGE>


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

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

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

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


                                                     Sept. 30,     December 31,
                                                       2000            1999
ASSETS:                                             (Unaudited)
                                                   ------------    ------------

     Cash and Cash Equivalents                     $  1,523,203    $  1,237,294
     Accounts receivable                                238,545         171,996
     Prepaid expenses and deposits                       54,242          14,948
     Investment property, at cost:
         Land                                         1,946,169       1,946,169
         Buildings and improvements                   8,740,173       8,654,403
                                                   ------------    ------------
                                                     10,686,342      10,600,572
         Less accumulated depreciation               (5,433,976)     (5,271,378)
                                                   ------------    ------------
                                                      5,252,366       5,329,194
     Deferred expenses - At amortized cost              133,316         118,876
                                                   ------------    ------------

                                                   $  7,201,672    $  6,872,308
                                                   ============    ============


LIABILITIES AND PARTNERS' EQUITY:

Liabilities:
     Accounts payable and accrued expenses         $     58,895    $     79,070
     Accrued real estate taxes                          187,222         185,415
     Mortgage notes payable                           1,109,095       1,125,002
     Refundable tenant deposits                         133,649         145,711
                                                   ------------    ------------
                                                   $  1,488,861    $  1,535,198

Partners' Equity                                      5,712,811       5,337,110
                                                   ------------    ------------

                                                   $  7,201,672    $  6,872,308
                                                   ============    ============




                 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)
                                   -----------

<TABLE>
<CAPTION>
                                               Three Months Ended      Nine Months Ended
                                              Sept. 30,   Sept. 30,   Sept. 30,   Sept. 30,
                                                2000        1999        2000        1999
                                             ----------  ----------  ----------  ----------
<S>                                          <C>         <C>         <C>         <C>
REVENUES:
     Rental and other income                 $  515,961  $  499,018  $1,548,875  $1,521,223
     Interest                                     4,702           0      24,646           4
                                             ----------  ----------  ----------  ----------
                                                520,663     499,018   1,573,521   1,521,227

EXPENSES:
     Interest                                    28,572      23,869      80,876      69,023
     Depreciation and amortization               94,240     104,008     297,699     306,021
     Real estate taxes                           62,407      61,128     198,794     186,902
     Property management fees paid to
         American Spectrum Midwest               30,767      29,783      93,734      90,978
     Reimbursement to American Spectrum
         Midwest for partnership management
         services and indirect expenses           6,250       6,250      18,750      18,750
     Repairs & maintenance                       30,096      22,461      84,019      77,716
     Professional services                       27,509      79,670      79,796     140,313
     Utilities                                   36,383      40,760      95,162      93,006
     Cleaning                                    12,642      16,232      45,977      42,355
     Payroll                                     20,486      17,598      36,693      49,482
     Insurance                                   12,879       9,633      31,772      33,014
     Parking lot/Landscaping                      9,755      21,009      33,135      54,122
     Vacancy Expense                                737       4,797       3,995      14,182
     Other operating expenses                    25,220      25,163      97,418      96,467
                                             ----------  ----------  ----------  ----------

                                                397,943     462,361   1,197,820   1,272,331
                                             ----------  ----------  ----------  ----------

NET INCOME                                   $  122,720  $   36,657  $  375,701  $  248,896
                                             ==========  ==========  ==========  ==========
NET INCOME PER LIMITED
     PARTNERSHIP UNIT                        $     6.79  $     1.59  $    20.82  $    13.13
                                             ==========  ==========  ==========  ==========

PARTNERS' EQUITY:
     Beginning of Period                     $5,590,091  $5,126,895  $5,337,110  $4,914,656
     Net Income                                 122,720      36,657     375,701     248,896
                                             ----------  ----------  ----------  ----------

     End of Period                           $5,712,811  $5,163,552  $5,712,811  $5,163,552
                                             ==========  ==========  ==========  ==========
</TABLE>


                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                       -3-

<PAGE>

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

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

                             STATEMENTS OF CASH FLOW
                             -----------------------

                                   (UNAUDITED)
                                   -----------

                                                          Nine Months Ended
                                                        Sept.30,      Sept.30,
                                                          2000          1999
                                                      -----------   -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income                                        $   375,701   $   248,896
    Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation and amortization                      297,699       306,021

    Changes in assets and liabilities:
       Increase (decrease) in accounts receivable         (66,549)        5,505
       Increase in prepaid expenses and deposits          (39,294)       (4,358)
       Increase in deferred expenses                      (50,564)      (35,377)
       Decrease in accounts payable and accrued
         expenses                                         (20,175)      (75,135)
       Increase in accrued real estate taxes                1,807         3,023
       (Decrease) increase in refundable tenant
         deposits                                         (12,062)        6,643
                                                      -----------   -----------
    Total Adjustments                                     110,862       206,322
                                                      -----------   -----------

    Net cash provided by operating activities             486,563       455,218
                                                      -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
       Net additions to investment property              (184,747)      (74,397)
                                                      -----------   -----------

Net cash from investing activities                       (184,747)      (74,397)

CASH FLOWS FROM FINANCING ACTIVITIES -
    Payments on mortgage notes payable                    (15,907)      (18,999)
                                                      -----------   -----------

    Net cash from financing activities                    (15,907)      (18,999)
                                                      -----------   -----------

NET INCREASE IN
    CASH AND CASH EQUIVALENTS                             285,909       361,822

CASH AND CASH EQUIVALENTS, beginning of period          1,237,294       804,739
                                                      -----------   -----------

CASH AND CASH EQUIVALENTS, end of period              $ 1,523,203   $ 1,166,561
                                                      ===========   ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for interest    $    80,876   $    69,023
                                                      ===========   ===========


                 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 NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
             -------------------------------------------------------

NOTE A:

Refer  to the  Registrant's  financial  statements  for the  fiscal  year  ended
December 31, 1999 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
Ltd.,  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 cash
flows at September 30, 2000 and for all periods  presented  have been made.  The
results of operations  for the three and nine month periods ended  September 30,
2000 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 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 and nine months ended
September  30, 2000 and 1999 was computed on 15,180  units,  the number of units
outstanding during the periods.

NOTE E:

CGS is  continuing  the  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 would in the
future qualify as a real estate investment trust. Limited partners would receive
shares of  common  stock in the  acquiror  which  would be listed on a  national
securities  exchange or the NASDAQ  national  market system.  The transaction is
subject to approval of the limited  partners of the  Registrant  and portions of
the other partnerships. The Registrant has filed a Registration Statement on S-4
relating  to the  solicitation  of  consents  with  the  Security  and  Exchange
Commission.


                                       -5-

<PAGE>

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 Partnership's  management  evaluates  performance of
each segment based on profit or loss from  operations,  including the allocation
of property write downs,  amortization  of straight line base rent,  general and
administrative expenses, unusual and extraordinary items, and interest.

                                   Three Months Ended        Nine Months Ended
                                      September 30,            September 30,
                                     2000        1999        2000        1999
                                     ----        ----        ----        ----
Revenues:
    Leawood Fountain Plaza (76%)  $  275,555     261,301  $  816,018  $  796,419
    Oak Grove Commons                238,335     235,263     748,993     720,525
                                  ----------  ----------  ----------  ----------
                                     513,890     496,564   1,565,011   1,516,944
                                  ==========  ==========  ==========  ==========
Operating Profit:
    Leawood Fountain
    Plaza (76%)                   $   76,939  $   22,491  $  206,189  $  111,465
    Oak Grove Commons                 69,674      67,985     250,370     213,684
                                  ----------  ----------  ----------  ----------
                                     146,613      90,476     456,559     325,149
                                  ==========  ==========  ==========  ==========

Capital Expenditures:
    Leawood Fountain Plaza (76%)  $    7,866  $   35,306  $  113,511  $   56,079
    Oak Grove Commons                 62,990           0      71,236      18,318
                                  ----------  ----------  ----------  ----------
                                      70,856      35,306     184,747      74,397
                                  ==========  ==========  ==========  ==========

Depreciation and Amortization:
    Leawood Fountain Plaza (76%)  $   49,407  $   77,989  $  145,039  $  226,042
    Oak Grove Commons                 44,833      57,446     152,660     174,136
                                  ----------  ----------  ----------  ----------
                                      94,240     135,435     297,699     400,178
                                  ==========  ==========  ==========  ==========

Assets:
     As of:                           September 30, 2000       December 31, 1999
                                      ------------------       -----------------

     Leawood Fountain Plaza (76%)            $ 3,135,828             $ 2,998,208
     Oak Grove Commons                         3,601,074               3,498,609
                                               ---------               ---------
                                               6,736,902               6,496,817
                                               =========               =========

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

                                   Three Months Ended        Nine Months Ended
                                      September 30,            September 30,
                                     2000        1999       2000        1999
                                     ----        ----       ----        ----
Revenues:
     Segments                     $  513,890  $  496,564  $1,565,011  $1,516,944
     Corporate and other               6,773       2,454       8,510       4,283
                                  ----------  ----------  ----------  ----------
                                     520,663     499,018   1,573,521   1,521,227
                                  ==========  ==========  ==========  ==========


                                       -6-

<PAGE>





                                   Three Months Ended       Nine Months Ended
                                      September 30,           September 30,
                                     2000        1999       2000        1999
                                     ----        ----       ----        ----
Operating Profit:
     Segments                     $ 146,613   $  90,476   $ 456,559   $ 325,149
     Corporate and other income       6,773       2,454       8,510       4,283
     General and admin expenses     (30,666)    (56,273)    (89,368)    (80,536)
                                  ---------   ---------   ---------   ---------
     Net Income                     122,720      36,657     375,701     248,896
                                  =========   =========   =========   =========

Depreciation and Amortization
     Segments                     $  94,240   $ 135,435   $ 297,699   $ 400,178
     Corporate and other                        (31,427)          0     (94,157)
                                  ---------   ---------   ---------   ---------
                                     94,240     104,008     297,699     306,021
                                  =========   =========   =========   =========


Assets:
     As of:                          September 30, 2000       December 31, 1999
                                     ------------------       -----------------

     Segments                               $ 6,736,902             $ 6,496,817
     Corporate and other                        464,770                 375,491
                                           ------------              ----------
                                              7,201,672               6,872,308
                                            ===========               =========


NOTE H:

In December  1999,  the SEC  (Security  and  Exchange  Commission)  issued Staff
Accounting  Bulletin  No.  101  (SAB  101),  Revenue  Recognition  in  Financial
Statements,  which  summarizes  certain  of the SEC  staff's  views on  applying
generally  accepted  accounting  principles to revenue  recognition in financial
statements.  The Registrant  will adopt the accounting  provisions of SAB 101 in
the fourth quarter of 2000.  Management  believes that the implementation of SAB
101 will not have a significant effect on the Registrant's  financial  condition
or results of operations.

NOTE I:

The  Partnership  stopped  making  distributions  in 1999  although  it had cash
available  for  distribution.  The  cash was  retained  in  anticipation  of the
consolidation transaction or liquidation of the fund as discussed in Note E.

                                       -7-

<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 Registrant.  Actual
results could differ materially from those contemplated by such statements.

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

Cash on hand as of  September  30, 2000 is  $1,523,203,  an increase of $285,909
from year end December 31, 1999.  For the nine month period ended  September 30,
2000 net cash provided by operating  activities was $486,563.  Cash was used for
tenant and  capital  improvements  in the amount of  $184,747  and  payments  on
mortgage  notes  payable  were made in the  amount of  $15,907.  The  Registrant
anticipates the properties to adequately fund capital  expenditures  anticipated
for the remainder of 2000. These capital expenditures are as follows:

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

     Oak Grove Commons                   $     0        $29,538        $ 29,538
     Leawood Fountain Plaza (76%)         76,572              0          76,572
                                         -------        -------        --------
                                         $76,572        $29,538        $106,110
                                         =======        =======        ========

At Leawood Fountain Plaza, leasing capital includes funds for tenant alterations
and lease commissions for new and renewal leases. The other capital  anticipated
at  Oak  Grove  Commons  is  for  the   restoration   of  mansards  and  masonry
construction. The Registrant reviews cash 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.

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

The results of operations for the Registrant's properties for the quarters ended
September  30, 2000 and 1999 are  detailed in the schedule  below.  Expenses and
revenues of the Registrant are excluded.

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

         2000
         ----
         Revenues                              $238,335        $275,555
         Expenses                               168,661         198,616
                                               --------        --------
         Net Income                            $ 69,674        $ 76,939
                                               ========        ========

         1999
         ----
         Revenues                              $235,263        $261,301
         Expenses                               167,278         238,810
                                               --------        --------
         Net Income                            $ 67,985        $ 22,491
                                               ========        ========

For the quarter  ended  September  30, 2000 and 1999,  Oak Grove Commons had net
income of $69,674 and $67,985, respectively.  This represents an increase in net

                                       -8-

<PAGE>


income of $1,689. Revenues increased $3,072 primarily due to an increase in base
rental revenue. Overall expenses remained consistent with only a $1,383 increase
when comparing the two periods.  Increases  were  reflected in interest  expense
($4,703),  bad debt expense ($5,371),  repairs and maintenance  related expenses
($7,895),  and professional  services  ($5,987).  These increases were partially
offset by decreases in vacancy related expenses ($4,060),  landscaping  services
($5,427), and  depreciation/amortization  ($12,613). The increase in repairs and
maintenance  expenses can primarily be attributed to  air-conditioning  services
through the summer months.  The decrease in depreciation  and  amortization  can
primarily  be  attributed  to fully  amortized  tenant  alternations  and  lease
commissions.

For the quarter ended  September 30, 2000 and 1999,  Leawood  Fountain Plaza had
net income of $76,939 and $22,491, respectively.  This represents an increase in
net income of  $54,448.  This can  primarily  be  attributed  to an  increase in
revenues  and a decrease  in  expenses.  The  increase in revenues of $14,254 is
primarily due to an increase in escalation revenue ($12,641) and interest income
($2,209).  The increased  2000  escalation  revenue is  attributable  to related
higher  1999  escalatable  expenses.  The  decrease  in  expenses  of $39,694 is
primarily due to decreases in depreciation and amortization  expense  ($28,582),
landscaping  expense ($5,292),  and contract cleaning ($5,168).  The decrease in
depreciation  and  amortization  is due to both fully  amortized  assets and the
recording  of  contra-depreciation  based  on a  previously  recorded  valuation
allowance.

The occupancy levels at the Registrant's  properties during the third quarter of
2000 remained  high.  These high levels can be  attributed  to the  Registrant's
ability to lease  space as it becomes  available.  The  occupancy  levels at the
Registrant's properties are listed below.
                                         Occupancy Levels at September 30,
                                         ---------------------------------
                 Property                  2000        1999         1998
                 --------                  ----        ----         ----

         Oak Grove Commons                 95%           94%        95%
         Leawood Fountain Plaza (76%)      89%           98%        95%

Occupancy at Oak Grove  Commons  decreased  during the third quarter from 98% to
95%.  Leasing  activity  consisted of two new tenants  signing  leases for 6,813
square feet,  one tenant  renewing  their lease for 4,140  square feet,  and one
tenant  vacating the property with square  footage  totaling  11,084.  Oak Grove
Commons has no tenant occupying more than 10% of the available space.

During the third quarter of 2000 occupancy at Leawood  Fountain Plaza  decreased
9%, to 89% during the  quarter.  Leasing  activity  consisted  of one new tenant
signing a lease for 1,654 square feet, the Registrant  renewing three leases for
4,926 square feet,  and five tenants  vacating the property with square  footage
totaling 9,526 square feet. The property has two major tenants occupying 14% and
10% 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.


                                       -9-

<PAGE>



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

As of September 30, 2000, the Registrant's  consolidated  revenues for the three
and nine-month periods were $520,663 and $1,573,521,  respectively. Revenues for
the same  periods  in 1999 were  $499,018  and  $1,521,227.  Revenues  increased
$21,645 when  comparing the  three-month  periods and $52,294 when comparing the
nine-month  periods.  The increase in revenues for both the three and nine-month
periods is  primarily  due to  increases  in base  rental  revenues at Oak Grove
Commons and Leawood  Fountain Plaza and escalation  revenue at Leawood  Fountain
Plaza.

Consolidated  expenses for the three-month periods ending September 30, 2000 and
1999 were $397,943 and $462,361, respectively, reflecting a decrease of $64,418.
This  decrease can  primarily be  attributed  to decreases in  depreciation  and
amortization expense ($9,768),  professional services ($52,161), utility expense
($9,768),  professional services ($52,161),  utility expense ($4,377),  contract
cleaning ($3,590),  landscaping expense ($11,254),  and vacancy related expenses
($4,060). These decreases were partially offset by increases in interest expense
($4,703),  real  estate tax  expense  ($1,279),  repairs &  maintenance  related
expenses ($7,635),  payroll ($2,888),  and insurance  ($3,246).  The decrease in
depreciation and amortization has been addressed in the previous  property level
comparisons.  The decrease in professional  services can primarily be attributed
to property  appraisals  performed in the third quarter of 1999 and not in 2000.
The decrease in landscaping  expense can be attributed to decreases reflected at
both of the  Registrant's  properties in 2000 due to less exterior  improvements
than those done in 1999.

Consolidated  expenses for the nine-month  periods ended  September 30, 2000 and
1999 were  $1,197,820  and  $1,272,331,  respectively,  reflecting a decrease of
$74,511  when  comparing  the  two  periods.  This  decrease  can  primarily  be
attributed to decreases in depreciation and amortization ($8,322),  professional
services ($60,517),  payroll ($12,789),  landscaping expenses ($20,987), vacancy
related expenses ($10,187), and insurance expense ($1,242). These decreases were
partially  offset by increases in interest  expense  ($11,853),  real estate tax
expense  ($11,892),  management fee expense  ($2,756),  repairs and  maintenance
related  expenses  ($6,303),  utility expense  ($2,156),  and contract  cleaning
expense  ($3,622).  The decrease in  professional  services is primarily  due to
appraisals  performed  in 1999 as  mentioned  above  in the  three-month  period
comparisons.  The decrease in payroll is  attributable  to a change in personnel
with lower  wages than that of prior year at the  Registrant's  properties.  The
decrease  in  landscaping  improvements  has also  been  addressed  above in the
three-month comparisons. The increase in interest expense can be attributed to a
higher prime  interest  rate  throughout  2000.  The increase in real estate tax
expense is due to appeal fees incurred earlier in 2000 by Leawood Fountain Plaza
in an effort to lower the valuation and corresponding annual tax.

Results of Consolidated Operations 1999
---------------------------------------

As of September 30, 1999, the Registrant's  consolidated  revenues for the three
and nine month periods were $499,018 and $1,521,227,  respectively. Revenues for
the same periods in prior year were $479,435 and $1,358,248.  Revenues increased
$19,583 when  comparing  the three month  periods and  increased  $162,979  when
comparing the nine month  periods.  The increase in revenues for the three month
period can be attributable  to increases in base rental revenue,  escalation and
common area  maintenance  reimbursements  at both Leawood Fountain Plaza and Oak
Grove Commons,  partially offset by a decrease in interest income.  The increase
in revenues for the nine month period can  primarily be  attributed to increases
in both base rental revenues and escalation at Leawood Fountain Plaza ($102,159)
and  an   increase  in  base   rental   revenue  and  common  area   maintenance
reimbursements  at Oak Grove Commons  ($79,485).  These property level increases
were partially  offset by a decrease in interest  income at the corporate  level
($16,059).


                                      -10-

<PAGE>



Consolidated  expenses for the three month period ending  September 30, 1999 and
1998 were  $462,361  and  $416,498,  reflecting  an  increase  of  $45,863  when
comparing to prior year. The increase in consolidated  expenses is primarily due
to increases in repairs and maintenance related expenses ($2,095),  professional
services  ($59,554),  and utilities  ($7,659).  These  increases  were partially
offset by decreases in  depreciation/amortization  ($4,585), insurance ($7,659),
and vacancy related expenses ($9,179).  The increase in professional services is
primarily due to  appraisals  performed at both Leawood  Fountain  Plaza and Oak
Grove Commons,  in addition to legal fees.  The decrease in vacancy  expense has
been addressed at the property level.  Consolidated  expenses for the nine month
period  ended  September  30,  1999 and 1998  were  $1,272,331  and  $1,156,869,
respectively.  Operating  expenses increased $115,462 when comparing the current
nine  month  period to that of prior  year.  The  increase  in  expenses  can be
attributed to increases in management  fees  ($10,053),  repairs and maintenance
related expenses ($29,387), professional services ($84,887), utilities ($3,546),
payroll  ($10,424),   parking  lot  ($20,360),   and  other  operating  expenses
($15,009).  These  increases  were  partially  offset by  decreases  in interest
($12,787),   depreciation/amortization  ($23,476),  real  estate  tax  ($5,118),
insurance ($1,451),  and vacancy expenses ($15,365).  The increase in management
fees is due to the higher amount of revenues  reflected in 1999. The repairs and
maintenance  increase can be attributed to roof and masonry  repairs and Leawood
Fountain Plaza during the second quarter of 1999. The increase in payroll is due
additional  office  personnel in 1999.  The increase in parking lot is primarily
due to sealing work at Leawood Fountain Plaza, also during the second quarter of
1999. Other operating expenses increased for the nine month period primarily due
to increased snow removal as a result of harsh weather conditions.  The decrease
in interest expense is due to favorable  interest rates and declining  principal
balance.  Depreciation/amortization  has decreased  when  comparing the two nine
month periods as a result of fully amortized assets.

Inflation
---------

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





                                      -11-

<PAGE>



PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits

              See Exhibit Index

     (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: November 14, 2000               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



                                      -12-

<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)

                                      -13-