SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM 10-K
(Mark One)
___
_X_ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934 [FEE REQUIRED]

For the fiscal year ended        December 31, 2000
                         -------------------------------------------------------

                                       OR
___
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 [NO FEE REQUIRED]

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, St. Louis, Missouri                           63102
-------------------------------------------               ----------------------
(Address of principal executive offices)                        (Zip Code)

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

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


Securities registered pursuant to Section 12(b) of the Act:

     Title of each class           Name of each exchange on which registered
     -------------------           -----------------------------------------


            None                                   Not Applicable
---------------------------------      -----------------------------------------


Securities registered pursuant to Section 12(g) of the Act:

                          Limited Partnership Interests
                          -----------------------------
                                (Title of Class)

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 ___.


                                       1
<PAGE>


 X    Indicate by check mark if disclosure of delinquent filers pursuant to Item
---   405 of Regulation S-K is not contained herein,  and will not be contained,
      to the best of registrant's  knowledge, in definitive proxy or information
      statements  incorporated by reference in Part III of this Form 10-K or any
      amendment to this Form 10-K.

As of February  1, 2001  aggregate  market  value of the  Registrant's  units of
limited  partnership  interest (which constitute voting securities under certain
circumstances)  held by non-affiliates  of the Registrant was $15,180,000.  (The
aggregate market value was computed on the basis of the initial selling price of
$1,000  per unit of  limited  partnership  interest,  using the  number of units
issued  and  outstanding  on  February  1, 2001,  excluding  the number of units
beneficially  owned by the  General  Partners  or  holders of 10% or more of the
Registrant's limited partnership interests.  The initial selling price of $1,000
per unit is not the current market value.  Accurate  pricing  information is not
available because the value of the units of limited partnership interests is not
determinable  since no active secondary market exists. The  characterization  of
such General  Partners and 10% holders as  affiliates is for the purpose of this
computation  only and  should not be  construed  as an  admission  for any other
purpose  that any such persons are, or other  persons not so  characterized  are
not, in fact, affiliates of the Registrant).

Documents incorporated by reference:

Portions  of the  Prospectus  of the  Registrant  dated  November  9,  1983,  as
supplemented  and filed  pursuant to Rule 424(c) of the  Securities Act of 1933,
are incorporated by reference in Part III of this Annual Report on Form 10-K.

                                       2
<PAGE>


                                     PART I

ITEM 1:  BUSINESS
-----------------

Nooney Income Fund Ltd., L.P. (the "Registrant") is a limited partnership formed
under the Missouri  Uniform  Limited  Partnership  Law on October 12,  1983,  to
invest,  on an all-cash  basis,  in  income-producing  real  properties  such as
shopping  centers,  office  buildings  and  office/warehouse   properties.   The
Registrant  originally invested in three real properties.  One of the properties
was sold in 1991. The remaining two properties are described in Item 2 below.

The Registrant's  primary investment  objectives are to preserve and protect the
Limited Partners'  capital,  provide the maximum possible cash  distributions to
the Partners,  and provide for capital growth through  appreciation  in property
values. The term of the Registrant is until December 31, 2083. It was originally
anticipated  that the  Registrant  would sell or finance its  properties  within
approximately five to ten years after their acquisition.  The depression of real
estate values  experienced  nationwide  from 1988 to 1993  lengthened  this time
frame in order to achieve the goal of capital appreciation.

The real estate  investment  market began to improve in 1994, and is expected to
further  continue  its  improvement  over the  next  several  years.  Management
believes this trend should increase the value of the Registrant's  properties in
the future. The Registrant is intended to be self-liquidating  and proceeds,  if
any, from the sale or refinancing of the Registrant's real property  investments
will not be invested in new  properties  but will be distributed to the Partners
or, at the discretion of the General Partners,  applied to capital  improvements
or the payment of indebtedness with respect to existing properties,  the payment
of other expenses or the  establishment of reserves.  (See Item 7:  Management's
Discussion and Analysis of Financial Condition and Results of Operations.)

The  business  in which the  Registrant  is engaged is highly  competitive.  The
Registrant's  investment properties are located in or near major urban areas and
are subject to competition from other similar types of properties in such areas.
The Registrant  competes for tenants for its properties with numerous other real
estate limited  partnerships,  as well as with individuals,  corporations,  real
estate  investment  trusts and other entities engaged in real estate  investment
activities.  Such  competition  is  based  on such  factors  as  location,  rent
schedules and services and amenities provided.

The  Registrant  has  no  employees.   Property   management  services  for  the
Registrant's investment properties are provided by American Spectrum Midwest, an
affiliate of the corporate General Partner.

                                       3

<PAGE>


CGS Real Estate Company,  Inc.  ("CGS"),  an affiliate of the corporate  general
partner of the  Registrant,  is in 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  Registrant's  participation  in this plan will  require  the consent of its
limited  partners.  A registration  statement has been filed with the Securities
and Exchange Commission with respect to this plan. 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.

ITEM 2:  PROPERTIES
-------------------

On  January  24,  1984,   the  Registrant   purchased  Oak  Grove  Commons,   an
office/warehouse  complex  located on Brook Drive in the city of Downers  Grove,
Illinois, a suburb of Chicago. The purchase price of the complex was $5,218,569.
Oak Grove Commons consists of three adjoining single-story buildings constructed
of  brick  veneer  with  concrete   block  backing  which  contain  a  total  of
approximately  137,000  net  rentable  square feet and are located on a 7.6 acre
site which provides paved parking for 303 cars. The complex, which is 40% office
space and 60% bulk warehouse, was 81% leased by 26 tenants at December 31, 2000.

On February  20,  1985,  the  Registrant  acquired a 76% interest as a tenant in
common in Leawood  Fountain  Plaza, a three building  office complex in Leawood,
Kansas.  Constructed  in two  phases in 1982 and  1983,  the  buildings  contain
approximately 30,000, 29,000 and 26,000 net rentable square feet,  respectively,
or an  aggregate  of  approximately  85,000 net  rentable  square feet of office
space. Paved parking is provided for 403 cars. The purchase price of the complex
was  $9,626,576,  of which  $7,316,197  was paid by the  Registrant  for its 76%
interest.  The  remaining  24% interest was purchased by Nooney Income Fund Ltd.
II, L.P.,  an affiliate of the  Registrant,  as the other tenant in common.  All
costs and revenues  attributable  to the  operation of the complex are shared by
the  Registrant  and Nooney  Income Fund Ltd.  II, L.P. in  proportion  to their
respective  percentage  interests.  The  complex was 89% leased by 35 tenants at
December 31, 2000.

Reference is made to Note 3 of Notes to Financial  Statements  filed herewith as
Exhibit 99.3 in response to Item 8 for a description of the indebtedness secured
by the Registrant's real property investments.

                                       4
<PAGE>


The  following  table sets forth  certain  information  as of December 31, 2000,
relating to the properties owned by the Registrant.

<TABLE>
<CAPTION>
                                   AVERAGE
                                  ANNUALIZED                     PRINCIPAL
                       TOTAL      EFFECTIVE                     TENANTS OVER
            SQUARE   ANNUALIZED  BASE RENT PER   PERCENT       10% OF PROPERTY             LEASE
PROPERTY     FEET    BASE RENT*   SQUARE FOOT     LEASED       SQUARE FOOTAGE            EXPIRATION
--------    ------   ----------  -------------   -------       ---------------           ----------

<S>         <C>       <C>            <C>           <C>        <C>                            <C>
Oak Grove
Commons     137,000   $  792,793     $ 7.14         81%       None

Leawood
Fountain                                                      Midwest Mechanical (14%)       2001
Plaza        86,000   $1,348,759     $17.62         89%       Family Medical Care of Kansas
                                                              City (11%)                     2004
</TABLE>

* Represents 100% of Base Rent. Registrant has 76% ownership in Leawood Fountain
  Plaza


ITEM 3:  LEGAL PROCEEDINGS
--------------------------

The Registrant is not a party to any material pending legal proceedings.

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

There were no matters  submitted to a vote of security holders during the fourth
quarter of the year ended December 31, 2000.


                                     PART II

ITEM 5:  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
------------------------------------------------------------------------------

As of  February  1, 2001,  there were 1,074  record  holders of units of Limited
Partnership  Interest  in the  Registrant.  There is no  public  market  for the
Interests and it is not anticipated that a public market will develop.

There were no cash  distributions  paid to the Limited  Partners  during  fiscal
1999, or 2000. The partnership stopped making  distributions in 1999 although it
had cash available for distribution.  The cash was retained in anticipation of a
consolidation transaction or liquidation of the fund.


                                       5
<PAGE>


ITEM 6:  SELECTED FINANCIAL DATA
--------------------------------

<TABLE>
<CAPTION>
                                                                           Year Ended December 31
                                                        ----------------------------------------------------------
                                                           2000        1999        1998        1997        1996
                                                        ----------  ----------   ---------  ----------  ----------
                                                        (Not covered by report of independent public accountants)

<S>                                                     <C>         <C>         <C>         <C>         <C>
Rental and other income                                 $2,046,376  $2,086,824  $1,851,792  $1,772,253  $1,778,074
Net income                                                 275,431     422,454     233,141     193,131     175,285
Data per limited partnership unit:
   Net income                                                17.96       27.55       12.72       10.74        9.57
   Cash distributions - investment income                     --          --         12.72       10.74        9.57
   Cash distributions - return of capital                     --          --         12.28        8.01        9.18
Weighted average limited partnership units outstanding      15,180      15,180      15,180      15,180      15,180
At year-end:
   Total assets                                          7,118,195   6,872,308   6,562,586   6,713,495   6,883,366
   Investment property, net                              5,177,211   5,329,194   5,537,118   5,661,355   5,835,751
   Mortgage note payable                                 1,103,395   1,125,002   1,149,701   1,197,000   1,261,800
   Partners' equity                                      5,612,541   5,337,110   4,914,656   5,103,333   5,226,492
</TABLE>



See Item 7:  Management's Discussion and Analysis for discussion
of comparability of items.



                                       6
<PAGE>

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

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

Cash on hand as of December 31, 2000 was  $843,093,  a decrease of $394,201 from
the year  ended  December  31,  1999.  The  decrease  in cash can  primarily  be
attributed to the Registrant having advanced 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.   The  Registrant  expects  the  capital
expenditures  during the year 2001 will be  adequately  funded by  current  cash
reserves  and the  properties'  operating  cash flow.  The  anticipated  capital
expenditures in 2001 by property are as follows:

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

Oak Grove Commons                       $ 15,400     $ 85,556     $100,956
Leawood Fountain Plaza (76%)              28,652      196,988      225,640
                                        --------     --------     --------
                                        $ 44,052     $282,544     $326,596
                                        ========     ========     ========

At Oak Grove  Commons  and  Leawood  Fountain  Plaza,  leasing  capital has been
budgeted  for tenant  improvements  and lease  commissions  for new and  renewal
tenants.  The other  capital  at Oak Grove  Commons  has been  budgeted  for the
installation  of new drainage tile. The 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 are not adequate funds, the
capital improvement will be postponed until such funds are available.

The future  liquidity  of the  Registrant  is  dependent  on its ability to fund
future  capital  expenditures  and mortgage  payments from  operations  and cash
reserves,  maintain  occupancy,  and negotiate  with lenders the  refinancing of
mortgage debt as it matures.


                                       7
<PAGE>

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

The results of operations  for the  Registrant's  properties for the years ended
December 31, 2000, 1999 and 1998 are detailed in the schedule below. Expenses of
the Registrant are excluded.

                                    Oak Grove         Leawood Fountain
                                     Commons             Plaza (76%)
                                     -------             -----------
     2000
     ----

     Revenues                       $  965,830            $1,122,011
     Expenses                          762,712               936,949
                                    ----------            ----------
     Net Income                     $  203,118            $   85,062
                                    ==========            ==========

     1999
     ----

     Revenues                       $  962,519            $1,139,297
     Expenses                          650,142               847,391
                                    ----------            ----------
     Net Income                     $  312,377            $  291,906
                                    ==========            ==========

     1998
     ----

     Revenues                       $  879,643            $  974,977
     Expenses                          745,030               835,485
                                    ----------            ----------
     Net Income                     $  134,613            $  139,492
                                    ==========            ==========

2000 Comparisons By Property

At Oak Grove Commons,  revenues  increased  $3,311 primarily due to increases in
interest  income  ($8,714),   real  estate  tax  reimbursement   ($3,667),   and
cancellation/termination  fees ($17,035).  These increases were partially offset
by  decreases  in base rental  revenue  ($13,067)  and common  area  maintenance
reimbursements ($13,720). Expenses at Oak Grove Commons increased from the prior
year in the amount of $112,570.  This can  primarily be  attributed to increases
reflected in interest expense ($14,920), and amortization expense ($57,634), bad
debt expense ($43,534),  and legal/professional fees ($18,070).  These increases
were partially  offset by decreases in repairs and maintenance  related expenses
($7,155),  real  estate tax  expense  ($7,073),  and  vacancy  related  expenses
($9,919).  The increase in interest expense can be attributed to higher interest
rates in 2000. The increase in  amortization  expense is due primarily to having
to fully amortize certain lease  commissions and tenant  alterations for tenants
that  vacated  prior to the  executed  expiration  date of their lease to remove
those  related  assets.  The increase in bad debt expense can be  attributed  to
amounts considered uncollectible for former tenants by the property manager. The
increase in legal and professional  fees can also primarily be attributed to the
early termination of certain leases. Oak Grove Commons has a first mortgage with
a floating  rate of LIBOR + 3%. The loan  balance as of  December  31,  2000 was
$1,103,395. The loan matures July 1, 2001.

                                       8
<PAGE>


At Leawood  Fountain  Plaza,  revenues  decreased  ($17,286) when comparing 2000
year-end  results to the prior year.  The  decrease in revenue can  primarily be
attributed to a decrease in  escalation  revenues  ($20,109).  This decrease was
partially  offset by an increase in other  revenues  ($2,453).  The  decrease in
escalation  revenue  can be  attributed  to the  basis for  tenant  reimbursable
expenses  being lower than that of the prior year.  Expenses  increased  $89,558
when  compared to the prior year.  Increases  were  reflected in real estate tax
expense ($55,173) and bad debt expense ($73,937). These increases were partially
offset by  decreases  in  heating,  ventilation,  and  air-conditioning  expense
($9,244),  landscaping expense ($5,807), and amortization expense ($27,280). The
increased real estate tax expense is due to the significant increase in the 2000
annual real estate tax due for the property.  An outside tax consulting  service
is currently  working on the  reduction of the property  assessment  which could
result  in  future  refunds.  The  increase  in bad debt  expense  is due to the
recording  of an  allowance  for all  receivables  ninety  days and  over.  This
allowance entry was not recorded in 1999. The decrease in  amortization  expense
can primarily be attributed to fully amortized lease level assets.

The occupancy rates as of December 31 are as follows:

                                          2000       1999         1998
                                          ----------------------------

               Oak Grove Commons           81%       100%          95%
               Leawood Fountain Plaza      89%        93%          97%

During the fourth quarter, the occupancy level at Oak Grove Commons decreased to
81%. During the quarter, three new tenants leased 14,293 square feet, one tenant
renewed its lease for 3,833 square feet,  and four tenants  vacated leases which
occupied 32,798 square feet. For the year,  leasing activity  consisted of seven
new leases for tenants  occupying 27,042 square feet, six tenants renewing their
leases for 19,953 square feet,  and eight tenants  vacating  52,588 square feet.
The property lost two of the larger  tenants during 2000, the largest being lost
prematurely to  bankruptcy.  The  Registrant is currently  actively  seeking new
tenants and does not anticipate  long-term problems leasing the remaining vacant
space.  Oak  Grove  Commons  has no  tenants  who  occupy  more  than 10% of the
available space.

During the fourth quarter at Leawood Fountain Plaza,  occupancy  remained stable
at 89%. There was no leasing  activity during the quarter.  During the year, the
Registrant  signed three new leases for 8,070 square feet,  renewed six tenants'
leases for 8,799 square feet,  and six tenants  vacated  11,295 square feet. The
property has two major  tenants,  one who occupies 14% of the space with a lease
which  expires in October  2001 and the other major  tenant  occupies 11% of the
space with a lease which 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

                                       9
<PAGE>

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.

2000 Comparisons
----------------

Consolidated revenues for the Registrant were $2,086,963 for the year ended 2000
and  $2,115,814  for the year ended 1999. The  consolidated  revenues  decreased
$28,851 when compared to the prior year.  This decrease in revenue was primarily
due to  decreases  in  occupancy  and  related  tenant  revenues  at both of the
Registrant's properties. These decreases were partially offset by an increase in
interest  income.  The  Registrant's  consolidated  expenses were $1,811,532 and
$1,693,360  for the years ended  December  31,  2000,  and  December  31,  1999,
respectively, a difference of $118,172. The increase in consolidated expenses is
due to increases in interest  expense  ($14,920),  depreciation and amortization
expense ($44,629), real estate tax expense ($48,100),  utility expense ($6,717),
and other operating expenses ($8,920).  These increases were partially offset by
decreases in repairs and maintenance  related expense  ($3,092),  and management
fee expense  ($2,022).  The  increase in interest  can be  attributed  to higher
interest rates in 2000. The increase in depreciation and amortization expense is
due to  increased  amortization  recorded  in 2000  at both of the  Registrant's
properties.  The  increased  real  estate tax  expense is  primarily  due to the
significant  increase in real estate tax for 2000 at Leawood Fountain Plaza. Net
income for 2000  decreased  $147,023 when compared to the prior year.  Cash flow
provided by operations  was $707,719 for the year ended 2000 as compared to cash
flow  provided  from  operations  of  $615,393  for the  year  ended  1999.  The
Registrant  funded  capital  expenditures  of  $232,413,  and  reduced Oak Grove
Commons' debt by $21,607. The large amount of net cash used can be attributed to
the Registrant advancing more than its proportionate share of the costs relating
to the formation of the real estate investment trust as previously  discussed in
the Liquidity and Capital Resources section.

1999 Comparisons
----------------

Consolidated revenues for the Registrant were $2,115,814 for the year ended 1999
and  $1,867,865  for the year ended 1998. The  consolidated  revenues  increased
$247,949 when comparing the two year-end periods. This increase is primarily due
to an increase in base rental revenue at Oak Grove Commons and increases in both
base rental and escalation  revenues at Leawood Fountain Plaza. The Registrant's
consolidated  expenses  were  $1,693,360  and  $1,634,724  for the  years  ended
December  31,  1999 and  1998,  respectively.  Consolidated  expenses  increased
$58,636 when comparing the two year-end periods,  due to increases in management
fees ($13,708),  repairs and maintenance related expenses  ($99,045),  utilities
($5,575), and real estate taxes ($3,312).  These increases were partially offset
by  decreases  in interest  expense  ($13,284),  depreciation  and  amortization
($30,544),  and other operating expenses ($19,176).  The increase in repairs and
maintenance  related  expenses is  primarily  due to the upgrades and repairs at
Leawood Fountain Plaza for roof repairs and skylight  replacement.  The decrease
in  depreciation  and  amortization  is  attributed  to  fully  depreciated  and
amortized assets. The decrease in other operating expenses is primarily due to a
decrease in common area and fire/crime prevention expenses at Oak Grove Commons.
Net income in 1999 increased  $189,313 when  comparing to prior year.  Cash flow
provided  from  operations  was $615,393 for the year ended 1999, as compared to

                                       10
<PAGE>

$679,538 for the year ended 1998. The cash flow provided during 1999 allowed the
Registrant to fund capital  expenditures of $158,139 and reduce the debt for Oak
Grove Commons by $24,699.

Inflation
---------

The effects of inflation  did not have a material  impact upon the  Registrant's
operations  in  fiscal  years  2000,  l999  and  1998  and are not  expected  to
materially affect the Registrant's operation in 2000.

Interest Rates
--------------

Interest rates on floating rate debt fluctuated throughout 1999 and 2000. Future
increases in the prime interest rate can adversely  affect the operations of the
Registrant.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------

The Registrant  considered the provision of Financial  Reporting  Release No. 48
"Disclosure of Accounting  Policies for  Derivative  Financial  Instruments  and
Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative
Information  about Market Risk  Inherent in  Derivative  Financial  Instruments,
Other  Financial   Instruments  and  Derivative  Commodity   Instruments".   The
Registrant had no holdings of derivative  financial or commodity  instruments at
December 31, 2000. A review of the Registrant's other financial  instruments and
risk  exposures at that date revealed that the  Registrant had minor exposure to
interest rate risk due to the floating rate first  mortgage debt of  $1,103,395.
The Registrant utilized  sensitivity  analyses to assess the potential effect of
this risk and  concluded  that  near-term  changes in interest  rates should not
materially  adversely affect the  Registrant's  financial  position,  results of
operations or cash flows.



                                       11
<PAGE>

ITEM 8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------------

Financial  Statements of the  Registrant  are filed herewith as Exhibit 99.3 and
are  incorporated  herein by  reference  (see Item  14(a)1).  The  supplementary
financial  information  specified by Item 302 of  Regulation  S-K is provided in
Item 7.


ITEM 9:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
------------------------------------------------------------------------
         FINANCIAL DISCLOSURE
         --------------------

                                      None


                                    PART III
                                    --------

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-----------------------------------------------------------

The  Registrant has two General  Partners.  The background and experience of the
General Partners are as follows:

The  General  Partner  of the  Registrant  responsible  for all  aspects  of the
Registrant's   operations  is  Nooney  Income  Investments,   Inc.,  a  Missouri
corporation.  Nooney Income Investments,  Inc., a wholly-owned subsidiary of S-P
Properties,  Inc.,  was formed in August 1983 for the purpose of being a general
and/or limited partner in the Registrant and other limited partnerships.

John J. Nooney is a Special General Partner of the Partnership and as such, does
not exercise control of the affairs of the Partnership.

The General  Partners  will  continue to serve as General  Partners  until their
withdrawal or their removal from office by the Limited Partners.

Certain of the General Partners act as general partners of limited  partnerships
and  hold  directorships  of  companies  with a class of  securities  registered
pursuant to Section 12(g) of the  Securities  Exchange Act of 1934 or subject to
the requirements of Section 15(d) of the Act. A list of such directorships,  and
the  limited  partnerships  for  which the  General  Partners  serve as  general
partners,  is  filed  herewith  as  Exhibit  99.1  and  incorporated  herein  by
reference.

ITEM 11: EXECUTIVE COMPENSATION
-------------------------------

The General  Partners  are entitled to a share of  distributions  and a share of
profits and losses as more fully described under the headings  "Compensation  to
General  Partners and  Affiliates" on pages 9-10 and "Profits and Losses for Tax
Purposes; Distributions; and Expenses of General Partners" on pages A-17 to A-21
of the Prospectus of the Registrant  dated November 9, 1983, as supplemented and
filed pursuant to Rule 424(c) of the Securities Act of 1933 (the  "Prospectus"),
which are incorporated herein by reference.


                                       12
<PAGE>


During  2000,  no cash  distributions  were paid to the General  Partners by the
Registrant.

See Item 13 below for a discussion of  transactions  between the  Registrant and
certain affiliates of the General Partners.

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
------------------------------------------------------------ -----------

(a) Security Ownership of Certain Beneficial Owners.

   Title             Name of              Amount and Nature of      Percentage
 of Class        Beneficial Owner         Beneficial Ownership       of Class
 --------        ----------------         --------------------      ----------

  Limited      CGS Real Estate Company          2064 Units            13.60%
Partnership
 Interests

CGS is located at 1800 Deere St., Santa Ana, California  92705.

(b)  Security Ownership of Management.

None of the General  Partners is known to the  Registrant  to be the  beneficial
owner, either directly or indirectly, of any Interests in the Registrant.

(c)  Changes in Control.

There are no arrangements known to the Registrant, the operation of which may at
a subsequent date result in a change in control of the Registrant.

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
-------------------------------------------------------

(a)  Transactions with Management and Others.

Certain  affiliates  of the General  Partners  are  entitled to certain fees and
other payments from the Registrant in connection  with certain  transactions  of
the  Registrant  as more fully  described  under the headings  "Compensation  to
General  Partners and Affiliates" on pages 9-10 and  "Management" on pages 23-25
of the Prospectus, which are incorporated herein by reference.

American  Spectrum  Midwest,  the manager of the Registrant's  properties,  is a
wholly-owned  subsidiary of CGS Real Estate Company, an affiliate of the General
Partner.  American Spectrum Midwest is entitled to receive monthly  compensation
from  the  Registrant  for  property  management  and  leasing  services,   plus
administrative  expenses.  During  fiscal  2000  the  Registrant  paid  property
management  fees of  $123,292  to  American  Spectrum  Midwest  and  $25,000  as
reimbursement  for indirect  expenses  incurred in connection with management of
the Registrant.

                                       13
<PAGE>


(b)  Certain Business Relationships.

The  relationship  of  certain  of the  General  Partners  to  certain  of their
affiliates  is set forth in Item 13(a)  above.  Also see Item 13(a)  above for a
discussion of amounts paid by the  Registrant  to the General  Partners or their
affiliates  during the year ended December 31, 2000, in connection  with various
transactions.

(c)  Indebtedness of Management.

Not Applicable.

(d)  Transactions with promoters.

Not Applicable.


                                       14
<PAGE>

                                     PART IV
                                     -------



ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
------------------------------------------------------------------------

(a)      The following documents are filed as a part of this report:

             1.  Financial Statements (filed herewith as Exhibit 99.3):

                 Report of Independent Public Accountants
                 Balance sheets
                 Statements of operations
                 Statements of partners' equity (deficit)
                 Statements of cash flows
                 Notes to financial statements


             2.  Financial Statement Schedules (filed herewith as Exhibit 99.3):

                 Schedule II - Valuation and Qualifying Accounts

                 Schedule III - Real estate and accumulated depreciation

                 All other  schedules  are  omitted  because  they are
                 inapplicable or not required under the instructions.


             3.  Exhibits:

                 See Exhibit Index on Page 17.

(b)      Reports on Form 8-K

         During  the last  quarter of the period  covered  by this  report,  the
         Registrant filed no reports on Form 8-K.

(c)      Exhibits:

         See Exhibit Index on Page 17.

(d)      Not Applicable


                                       15
<PAGE>
                                   SIGNATURES


Pursuant  to the  requirements  of  Section  13 or 15(d)  under  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.


Date:        March 30, 2001               Nooney Income Investments, Inc.
      -----------------------------       General Partner



                                          By: /s/ William J. Carden
                                              --------------------------------
                                               William J. Carden - Director
                                               Chairman of the Board and
                                               Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.


Date:        March 30, 2001               By: /s/ William J. Carden
      ----------------------------        --------------------------------------
                                               William J. Carden
                                               Chairman of the Board and
                                               Chief Executive Officer

Date:        March 30, 2001               By: /s/ Gregory J. Nooney, Jr.
      ----------------------------        --------------------------------------
                                               Gregory J. Nooney, Jr.
                                               Director

Date:        March 30, 2001               By: /s/ Thomas N. Thurber
      ----------------------------        --------------------------------------
                                               Thomas N. Thurber
                                               Director



                                       16
<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).


10          Management Contract between Nooney Income Fund Ltd. and
            Nooney Company is incorporated by reference to Exhibit
            10(a) to the Registration Statement on Form S-11 under
            the Securities Act of 1933 (File No. 2-85683).  The
            Management Contract was assigned by Nooney Krombach
            Company, a wholly-owned subsidiary of Nooney Company,
            on October 31, 1997, to Nooney, Inc.(n/k/a American Spectrum
            Midwest), a wholly-owned subsidiary of CGS Real Estate
            Company, Inc., and is identical in all material respects to the
            management contract referred to above.


99.1        List of Directorships in Response to Item 10.


99.2        Pages 9-10, 23-25, and A-17 - A-21 of the Prospectus of the
            Registrant dated November 9, 1983, as supplemented and filed
            pursuant to Rule 424(c) of the Securities Act of 1933 are
            incorporated by reference.


99.3        Financial Statements and Schedules.


                                       17