EXHIBIT 99.3



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Partners of
Nooney Income Fund Ltd., L.P.:


We have audited the accompanying  balance sheet of Nooney Income Fund Ltd., L.P.
(a Missouri  limited  partnership)  as of  December  31,  2000,  and the related
statement of operations,  partners' equity (deficit) and cash flows for the year
ended  December  31,  2000.  Our audit also  included  the  financial  statement
schedules  listed in the index at Item 14(a)2.  These  financial  statements and
financial  statement  schedules  are  the  responsibility  of the  Partnership's
general partners. Our responsibility is to express an opinion on these financial
statements and financial  statement  schedules based on our audit. The financial
statements  of Nooney  Income Fund Ltd.,  L.P. as of December 31, 1999 and 1998,
were audited by other auditors  whose report dated February 22, 2000,  expressed
an unqualified opinion on those statements.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by the Partnership's  general  partners,  as well as evaluating the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Nooney Income Fund Ltd., L.P.
as of December 31, 2000,  and the results of its  operations  and its cash flows
for the year ended December 31, 2000, in conformity with  accounting  principles
generally  accepted in the United States.  Also, in our opinion,  such financial
statement  schedules,  when  considered  in  relation  to  the  basic  financial
statements  taken  as a whole,  present  fairly  in all  material  respects  the
information set forth therein.



ARTHUR ANDERSEN LLP

St. Louis, Missouri,
   January 26, 2001

                                       19

<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
Nooney Income Fund Ltd., L.P.:


We have audited the accompanying  balance sheet of Nooney Income Fund Ltd., L.P.
(a limited  partnership) as of December 31, 1999, and the related  statements of
operations,  partners' equity (deficit) and cash flows for each of the two years
in the period ended  December 31, 1999.  Or audits also  included the  financial
statement schedule of real estate and accumulated depreciation for the two years
ended  December  31, 1999 listed in the index at Item  14(a)2.  These  financial
statements  and  financial  statement  schedule  are the  responsibility  of the
Partnership's  general partners.  Our responsibility is to express an opinion on
these financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates made by the Partnership's  general  partners,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects, the financial position of Nooney Income Fund Ltd., L.P. as of December
31, 1999,  and the results of its  operations and its cash flows for each of the
two years in the period ended  December 31, 1999 in conformity  with  accounting
principles  generally  accepted in the United  States of America.  Also,  in our
opinion, such financial statement schedules,  when considered in relation to the
basic  financial  statements  taken as a whole,  present  fairly in all material
respects the information set forth therein.



DELOITTE & TOUCHE LLP

February 22, 2000



                                       20

<PAGE>
                          NOONEY INCOME FUND LTD., L.P.
                          -----------------------------
                             (A Limited Partnership)


                 BALANCE SHEETS AS OF DECEMBER 31, 2000 AND 1999
                 -----------------------------------------------


                                                         2000          1999
                                                    ------------   ------------
                                     ASSETS
                                     ------

CASH AND CASH EQUIVALENTS                           $    843,093   $  1,237,294
                                                    ------------   ------------
ACCOUNTS RECEIVABLE (net of allowance of $81,191
   and $-0- in 2000 and 1999, respectively;
   includes $42,379 and $42,671 due from related
   party in 2000 and 1999, respectively)                 115,445        171,996
                                                    ------------   ------------

PREPAID EXPENSES                                          14,192         14,948
                                                    ------------   ------------

RECEIVABLE FROM AFFILIATE                                847,900           --
                                                    ------------   ------------
INVESTMENT PROPERTY:
   Land                                                1,946,169      1,946,169
   Buildings and improvements                          8,663,925      8,654,403
                                                    ------------   ------------
                                                      10,610,094     10,600,572

   Less-  Accumulated depreciation                    (5,432,883)    (5,271,378)
                                                    ------------   ------------
                                                       5,177,211      5,329,194
                                                    ------------   ------------

DEFERRED EXPENSES, net                                   120,354        118,876
                                                    ------------   ------------
           Total assets                             $  7,118,195   $  6,872,308
                                                    ============   ============

                        LIABILITIES AND PARTNERS' EQUITY
                        --------------------------------

LIABILITIES:
   Accounts payable and accrued expenses            $     66,423   $     79,070
   Accrued real estate taxes                             204,549        185,415
   Refundable tenant deposits                            131,287        145,711
   Mortgage note payable                               1,103,395      1,125,002
                                                    ------------   ------------
           Total liabilities                           1,505,654      1,535,198
                                                    ------------   ------------
PARTNERS' EQUITY (DEFICIT):
   General partners                                      (84,640)       (87,419)
   Limited partners (15,180 units issued and
      outstanding)                                     5,697,181      5,424,529
                                                    ------------   ------------
           Total partners' equity                      5,612,541      5,337,110
                                                    ------------   ------------
           Total liabilities and partners' equity   $  7,118,195   $  6,872,308
                                                    ============   ============



      The accompanying notes are an integral part of these balance sheets.


                                       21
<PAGE>

                          NOONEY INCOME FUND LTD., L.P.
                          -----------------------------
                             (A Limited Partnership)


                            STATEMENTS OF OPERATIONS
                            ------------------------

              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
              ----------------------------------------------------


<TABLE>
<CAPTION>
                                                              2000        1999        1998
                                                           ----------  ----------  ----------

REVENUES:
<S>                                                        <C>         <C>         <C>
   Rental and other income                                 $2,046,376  $2,086,824  $1,851,792
   Interest                                                    40,587      28,990      16,073
                                                           ----------  ----------  ----------
           Total revenues                                   2,086,963   2,115,814   1,867,865
                                                           ----------  ----------  ----------
EXPENSES:
   Interest                                                   108,097      93,177     106,461
   Depreciation and amortization                              447,634     403,005     433,549
   Real estate taxes                                          301,248     253,148     249,836
   Property management fees - related party                   123,292     125,314     111,606
   Repairs and maintenance                                    229,217     232,309     133,264
   Utilities                                                  130,406     123,689     118,114
   Other operating expenses (includes $25,000
     in each year to related party)                           471,638     462,718     481,894
                                                           ----------  ----------  ----------
           Total expenses                                   1,811,532   1,693,360   1,634,724
                                                           ----------  ----------  ----------
           Net income                                      $  275,431  $  422,454  $  233,141
                                                           ==========  ==========  ==========
NET INCOME ALLOCATION:
   General partners                                        $    2,779  $    4,262  $   39,944
                                                           ==========  ==========  ==========

   Limited partners                                        $  272,652  $  418,192  $  193,197
                                                           ==========  ==========  ==========
LIMITED PARTNERS DATA:
   Net income per unit                                     $    17.96  $    27.55  $    12.72
                                                           ==========  ==========  ==========

   Cash distributions - investment income per unit         $     --    $     --    $    12.72
                                                           ==========  ==========  ==========

   Cash distributions - return of capital per unit         $     --    $     --    $    12.28
                                                           ==========  ==========  ==========

   Weighted average limited partnership units outstanding      15,180      15,180      15,180
                                                           ==========  ==========  ==========
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       22
<PAGE>

                          NOONEY INCOME FUND LTD., L.P.
                          -----------------------------
                             (A Limited Partnership)


                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                    ----------------------------------------

              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
              ----------------------------------------------------



                                     Limited       General
                                     Partners      Partners       Total
                                   -----------   -----------   -----------

PARTNERS' EQUITY (DEFICIT),
  December 31, 1997                $ 5,192,765   $   (89,432)  $ 5,103,333

   Net income                          193,197        39,944       233,141
   Cash distributions                 (379,625)      (42,193)     (421,818)
                                   -----------   -----------   -----------
PARTNERS' EQUITY (DEFICIT),
  December 31, 1998                  5,006,337       (91,681)    4,914,656

   Net income                          418,192         4,262       422,454
                                   -----------   -----------   -----------
PARTNERS' EQUITY (DEFICIT),
  December 31, 1999                  5,424,529       (87,419)    5,337,110

   Net income                          272,652         2,779       275,431
                                   -----------   -----------   -----------
PARTNERS' EQUITY (DEFICIT),
  December 31, 2000                $ 5,697,181   $   (84,640)  $ 5,612,541
                                   ===========   ===========   ===========


        The accompanying notes are an integral part of these statements.

                                       23
<PAGE>


                          NOONEY INCOME FUND LTD., L.P.
                          -----------------------------
                             (A Limited Partnership)


                            STATEMENTS OF CASH FLOWS
                            ------------------------

              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
              ----------------------------------------------------


<TABLE>
<CAPTION>
                                                          2000          1999          1998
                                                      -----------   -----------   -----------

<S>                                                   <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                         $   275,431   $   422,454   $   233,141
   Adjustments to reconcile net income to net cash
     provided by operating activities-
       Depreciation                                       384,396       366,063       395,206
       Amortization of deferred expenses                   63,238        36,942        38,343
       Net changes in accounts affecting operations-
         Accounts receivable                               56,551       (74,892)       17,934
         Prepaid expenses                                     756        (2,616)       (1,812)
         Deferred expenses                                (64,716)      (44,525)      (88,341)
         Accounts payable and accrued expenses            (12,647)     (107,221)       78,082
         Accrued real estate taxes                         19,134         5,054        (4,575)
         Refundable tenant deposits                       (14,424)       14,134        11,560
                                                      -----------   -----------   -----------
           Net cash provided by operating activities      707,719       615,393       679,538
                                                      -----------   -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Net additions to investment property                  (232,413)     (158,139)     (270,969)
                                                      -----------   -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Receivable from affiliate                             (847,900)         --            --
   Cash distributions to partners                            --            --        (421,818)
   Payments on mortgage note payable                      (21,607)      (24,699)      (47,299)
                                                      -----------   -----------   -----------
           Net cash used in financing activities         (869,507)      (24,699)     (469,117)
                                                      -----------   -----------   -----------
           Net (decrease) increase in cash and cash
             equivalents                                 (394,201)      432,555       (60,548)

CASH AND CASH EQUIVALENTS, beginning of year            1,237,294       804,739       865,287
                                                      -----------   -----------   -----------
CASH AND CASH EQUIVALENTS, end of year                $   843,093   $ 1,237,294   $   804,739
                                                      ===========   ===========   ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid for interest                           $   108,097   $   101,625   $    98,013
                                                      ===========   ===========   ===========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       24
<PAGE>

                          NOONEY INCOME FUND LTD., L.P.
                          -----------------------------
                             (A Limited Partnership)


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

                        DECEMBER 31, 2000, 1999 AND 1998
                        --------------------------------


1.  BUSINESS:
    --------

Nooney  Income Fund Ltd.,  L.P.  (the  "Partnership")  is a limited  partnership
organized  under the laws of the State of Missouri on October 12, 1983,  for the
purpose of  investing  in  income-producing  real  properties,  such as shopping
centers,  office  buildings,  warehouses and other  commercial  properties.  The
Partnership's  portfolio is comprised of an office/warehouse  complex located in
Downers Grove,  Illinois (Oak Grove Commons),  which generated 46% of rental and
other  income for the year ended  December 31,  2000,  and an office  complex in
Leawood,  Kansas  (Leawood  Fountain  Plaza),  which generated 54% of rental and
other income for the year ended December 31, 2000.

The Partnership  owns 100% of Oak Grove Commons and a 76% undivided  interest in
Leawood  Fountain Plaza.  Based on Statements of Position 78-9,  "Accounting for
Investments  in Real Estate  Ventures,"  the  Partnership  utilizes the pro rata
method and the Partnership's proportionate share of the results of operations of
Leawood  Fountain  Plaza is  included in the  statements  of  operations  of the
Partnership. The Partnership's proportionate share of the assets and liabilities
of Leawood Fountain Plaza is included in the balance sheets presented.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
    -------------------------------------------

Basis of Presentation
---------------------

The financial  statements include only those assets,  liabilities and results of
operations of the partners which relate to the business of the Partnership.  The
statements  do  not  include  any  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  personal
responsibility of the partners.

The  Partnership's  financial  statements  are prepared on the accrual  basis of
accounting in accordance with accounting  principles  generally  accepted in the
United  States.  The  preparation  of financial  statements in  conformity  with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

The Partnership's  properties are managed by American Spectrum Midwest,  Inc., a
wholly owned  subsidiary of CGS Real Estate  Company  (CGS).  Nooney  Investors,
Inc., a general partner in the Partnership,  is a wholly owned subsidiary of S-P
Properties, Inc. S-P Properties, Inc. is a wholly owned subsidiary of CGS.

In September 1999, Nooney Investors,  Inc. changed its name to American Spectrum
Midwest,  Inc.  and  began  doing  business  under  the new  name at that  time.
Ownership remained unchanged. Property management fees paid to American Spectrum
Midwest, Inc. were $123,292,  $125,314 and $111,606 for the years ended December
31,  2000,  1999 and 1998,  respectively.  Additionally,  the  Partnership  paid
American Spectrum Midwest,  Inc. $25,000 in 2000, 1999 and 1998 as reimbursement
for management  services and indirect expenses in connection with the management
of the Partnership.


                                       25
<PAGE>

Cash and Cash Equivalents
-------------------------

The Partnership  considers all highly liquid debt instruments with a maturity of
three months or less at date of purchase to be cash  equivalents.  Cash and cash
equivalents  include  $131,287 and $145,711 of  restricted  cash at December 31,
2000  and  1999,  respectively.  Restricted  cash  represents  deposits  paid by
tenants.

Investment Property
-------------------

Investment  property is recorded at the lower of cost or net  realizable  value.
The  Partnership  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 Partnership  considers a history of operating  losses or a
change in  occupancy  to be primary  indicators  of  potential  impairment.  The
Partnership  deems the  property to be  impaired  if a forecast of  undiscounted
future operating cash flows directly related to the property, including disposal
value if any, is less than its carrying amount. If the property is determined to
be impaired,  the loss is measured as the amount by which the carrying amount of
the property exceeds its fair value. Fair value is based on quoted market prices
in active markets, if available.  If quoted market prices are not available,  an
estimate  of fair value is based on the best  information  available,  including
prices for similar  properties  or the results of valuation  techniques  such as
discounting  estimated future cash flows.  Considerable  management  judgment is
necessary  to  estimate  fair  value.  Accordingly,  actual  results  could vary
significantly from such estimates.

Buildings and improvements are depreciated over their estimated useful lives (30
years) using the straight-line  method.  Tenant alterations are depreciated over
the term of the lease on a straight-line basis.

Deferred Expenses
-----------------

Deferred  expenses  consist of lease fees which are amortized  over the terms of
their respective leases.

Revenue Recognition and Rent Concessions
----------------------------------------

Lease  agreements  are accounted  for as operating  leases and rentals from such
leases are  reported as revenues on the  straight-line  method over the terms of
the leases.  Certain lease agreements provide for rent concessions.  At December
31, 2000, accounts receivable include approximately $41,000 ($48,000 in 1999) of
accrued rent  concessions  which is not yet due under the terms of various lease
agreements.

Repairs and Maintenance
-----------------------

Expenditures for ordinary repair and maintenance costs are charged to expense as
incurred.   Significant   expenditures   for   improvements,   renovations   and
replacements  related to the  acquisition  and improvement of real estate assets
are capitalized at cost and depreciated over their estimated useful lives.

Distributions and Allocations
-----------------------------

Net  Operating  Cash  Income,  as  defined  in  the  Partnership  Agreement,  is
distributed  quarterly as follows:  (1) 90% pro rata to all partners  based upon
the relationship of original capital  contributions of all the partners;  (2) 9%
to the individual general partners as their annual  partnership  management fee;
and (3) 1% to the individual general partners.

For financial statement and income tax reporting,  the income from operations is
allocated  as  follows:  first,  a  special  allocation  of gross  income to the
individual  general  partners  in the  amount  that Net  Operating  Cash  Income
distributed to the individual  general  partners under (2) and (3) above exceeds
1% of Net  Operating  Cash Income for the  period;  then,  1% to the  individual
general  partners  and the  remainder  pro rata to all  partners  based upon the
relationship of original capital contributions of all of the partners.

                                       26
<PAGE>

Limited  partnership  per unit  computations  are based on the weighted  average
number of limited partnership units outstanding during the period.

Recent Accounting Pronouncements
--------------------------------

The Partnership  adopted SFAS No. 130,  Reporting  Comprehensive  Income,  which
requires  entities to report changes in equity that result from transactions and
economic events other than those with shareholders. The Partnership had no other
comprehensive income items,  accordingly net income and comprehensive income are
the same.

SFAS No. 133,  Accounting for Derivative  Instruments  and Hedging  Activity and
SFAS  No.  138,  Accounting  for  Certain  Derivative  Instruments  and  Hedging
Activities, provides standards for the recognition and measurement of derivative
and hedging activities.  It requires that derivatives be recorded on the balance
sheet at fair value and  establishes  criteria for hedges of changes in the fair
value and  establishes  criteria  for  hedges of  changes  in the fair  value of
assets,  liabilities or firm commitments and certain other items. Changes in the
fair value of derivatives are recorded in earnings or other comprehensive income
depending  on  whether  it is an  effective  part of a hedged  transaction.  The
adoption  of SFAS  No.  133 and  SFAS  No.  138 did not  have an  effect  on the
financial statements.

3.  MORTGAGE NOTE PAYABLE:
    ----------------------

Mortgage note payable at December 31 consists of the following:

                                                             2000        1999
                                                          ----------  ----------

Note payable to bank,  principal due in monthly
  installments of $1,900 plus interest at 3% over
  the 30-day LIBOR rate (9.56% at December 31, 2000)
  to July 2001 when remaining principal is due            $1,103,395  $1,125,002
                                                          ==========  ==========

Management  intends  to  refinance  the  note  payable  under  similar  terms by
extending the due date.

The  mortgage  note is  collateralized  by a first  deed of trust  on Oak  Grove
Commons which has a net book value of  approximately  $2,803,000 at December 31,
2000.

In  accordance  with  Statement  of  Financial  Accounting  Standards  No.  107,
Disclosures about Fair Value of Financial Instruments,  the estimated fair value
of mortgage  notes payable with  maturities  greater than one year is determined
based on rates  currently  available to the  Partnership for mortgage notes with
similar  terms and  remaining  maturities  as the present value of expected cash
flows.  The carrying  amount equals its estimated fair value due to the variable
nature of the debt and the terms are consistent with those the Partnership could
currently obtain.

4.  RENTAL REVENUES UNDER OPERATING LEASES:
    ---------------------------------------

Minimum future rental revenues under noncancelable operating leases in effect as
of December 31, 2000, are as follows:

          2001                                       $ 1,278,000
          2002                                         1,118,000
          2003                                           651,000
          2004                                           373,000
          2005                                           178,000
          Thereafter                                     481,000
                                                     -----------
                     Total                           $ 4,079,000
                                                     ===========



                                       27
<PAGE>

In addition,  certain lease agreements  require tenant  participation in certain
operating  expenses.  The income is recorded in the same period that the related
expense is incurred.  Tenant  participation in expenses included in revenues was
not significant for the years ended December 31, 2000, 1999 and 1998.

5.  FEDERAL INCOME TAX STATUS:
    --------------------------

The general  partners  believe,  based on opinion of legal counsel,  that Nooney
Income Fund Ltd., L.P. is considered a partnership for income tax purposes.

During the year,  there are certain  expenses  that are not  deductible  for tax
purposes or there may be a timing  difference  between their  deductibility  for
financial  statement and income tax purposes.  Selling  commissions and offering
expenses  incurred in connection with the sale of limited  partnership units are
not  deductible  for income tax purposes and  therefore  increase the  partners'
bases. Investment properties are depreciated for income tax purposes using rates
which differ from rates used for computing  depreciation for financial statement
reporting.  Rents  received in advance are  includable in taxable  income in the
year  received.  Rent  concessions,  recognized  ratably  over  lease  terms for
financial statement purposes, are includable in taxable income in the year rents
are received. Losses in connection with the writedown of investment property are
not recognized for income tax purposes until the property is disposed.

The comparison of financial statement and income tax reporting is as follows:

                                               Financial           Income
                                               Statement             Tax
                                              -----------       -----------
    2000:
       Net income                             $   275,431       $   180,657
       Partners' equity                         5,612,541         6,639,877

    1999:
       Net income                             $   422,454       $   343,949
       Partners' equity                         5,337,110         6,418,634

    1998:
       Net income (loss)                      $   233,141       $   (45,152)
       Partners' equity                         4,914,656         6,074,685

6.  RECEIVABLE FROM AFFILIATE:
    --------------------------

CGS is  continuing  the  process  of  developing  a plan  pursuant  to which the
properties  owned by the  Partnership  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 CGS 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 the
approval of the limited  partners of the  Registrant  and  portions of the other
partnerships.  The  Registrant  has filed a  Registration  Statement on Form S-4
relating  to the  solicitation  of  consents  with  the  Security  and  Exchange
Commission.

During  2000,  the  Partnership  has paid  $847,900 in  expenses  related to the
impending transaction. These costs primarily relate to professional fees and are
recorded as a Receivable from Affiliate.  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.

                                       28
<PAGE>

7.  BUSINESS SEGMENTS:
    ------------------

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  before  allocation  of
property   writedowns,   general  and  administrative   expenses,   unusual  and
extraordinary  items, and interest.  The accounting policies of the segments are
the same as those  described in the summary of significant  accounting  policies
(see Note 2).

     (In Thousands)                             2000       1999        1998
                                            ----------  ----------  ----------

    Revenues:
       Leawood Fountain Plaza               $  1,122.0  $  1,139.3  $    975.0
       Oak Grove Commons                         965.9       962.5       879.6
                                            ----------  ----------  ----------
                                            $  2,087.9  $  2,101.8  $  1,854.6
                                            ==========  ==========  ==========
    Operating profit:
       Leawood Fountain Plaza               $    185.1  $    291.9  $    139.5
       Oak Grove Commons                         203.1       312.4       134.6
                                            ----------  ----------  ----------
                                            $    388.2  $    604.3  $    274.1
                                            ==========  ==========  ==========
    Capital expenditure:
       Leawood Fountain Plaza               $    113.5  $    106.7  $     74.7
       Oak Grove Commons                         118.9        51.4       196.3
                                            ----------  ----------  ----------
                                            $    232.4  $    158.1  $    271.0
                                            ==========  ==========  ==========
    Depreciation and amortization:
       Leawood Fountain Plaza               $    192.0  $    219.3  $    287.6
       Oak Grove Commons                         255.6       198.0       248.3
                                            ----------  ----------  ----------
                                            $    447.6  $    417.3  $    535.9
                                            ==========  ==========  ==========
    Assets:
       Leawood Fountain Plaza               $    898.0  $  2,998.2
       Oak Grove Commons                       4,195.6     3,498.6
                                            ----------  ----------
                                            $  5,093.6  $  6,496.8
                                            ==========  ==========


                                       29
<PAGE>

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

     (In Thousands)                              2000      1999       1998
                                             ---------- ---------- ----------

    Revenues:
       Segments                              $  2,087.9 $  2,101.8 $  1,854.6
       Corporate and other                          (.9)      14.0       13.3
                                             ---------- ---------- ----------
                                             $  2,087.0 $  2,115.8 $  1,867.9
                                             ========== ========== ==========
    Net income:
       Segments                              $    388.2 $    604.3 $    274.1
       Other (expense) income                       (.9)      14.0       13.0
       General and administrative expenses       (111.9)    (195.8)     (54.0)
                                             ---------- ---------- ----------
                                             $    275.4 $    422.5 $    233.1
                                             ========== ========== ==========
    Depreciation and amortization:
       Segments                              $    447.6 $    417.3 $    535.9
       Corporate and other                       --          (14.3)    (102.4)
                                             ---------- ---------- ----------
                                             $    447.6 $    403.0 $    433.5
                                             ========== ========== ==========
    Assets:
       Segments                              $  5,093.6 $  6,496.8
       Corporate and other                      2,024.6      375.5
                                             ---------- ----------
                                             $  7,118.2 $  6,872.3
                                             ========== ==========



                                       30
<PAGE>


                          NOONEY INCOME FUND LTD., L.P.
                          -----------------------------
                             (A Limited Partnership)


                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                 -----------------------------------------------

              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
              ----------------------------------------------------



<TABLE>
<CAPTION>
                                       Balance at   Additions and
                                        Beginning  Charges to Costs               Balance at
     Description                       of Period     and Expenses   Write-offs  End of Period
     -----------                       ---------   ---------------  ----------  -------------

<S>                                     <C>           <C>           <C>           <C>
December 31, 2000-  Allowance for
   doubtful accounts                    $  --         $117,470      $(36,279)     $ 81,191

December 31, 1999-  Allowance for
   doubtful accounts                       --             --            --            --

December 31, 1998-  Allowance for
   doubtful accounts                       --            6,424        (6,424)         --
</TABLE>



For the years ending December 31, 2000, 1999 and 1998,  additions and write-offs
include activity relating to outstanding  tenants based receivables where it has
been  determined  such  receivables  are likely to be  uncollectible,  therefore
resulting in entries to allow for doubtful accounts.


                                       31
<PAGE>

                          NOONEY INCOME FUND LTD., L.P.
                          -----------------------------
                             (A Limited Partnership)


             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
             -------------------------------------------------------

                      FOR THE YEAR ENDED DECEMBER 31, 2000
                      ------------------------------------



<TABLE>
<CAPTION>
                 Column A                               Column B                  Column C                      Column D
                 --------                               --------                  --------                      --------

                                                                          Initial Cost to Partnership             Costs
                                                                    ----------------------------------------   Capitalized
                                                                                  Buildings and               Subsequent to
                                                      Encumbrances     Land       Improvements     Total      Acquisition(1)
                                                      ------------  ------------  ------------  ------------   ------------

<S>                                                   <C>           <C>           <C>           <C>            <C>
Oak Grove Commons Office/Warehouse Complex, Downers
   Grove, Illinois                                    $  1,103,395  $    936,122  $  4,282,447  $  5,218,569   $    (93,859)
Leawood Fountain Plaza Office Complex (76% undivided
   interest), Leawood, Kansas                                 --       1,010,047     6,306,150     7,316,197     (1,830,813)
                                                      ------------  ------------  ------------  ------------   ------------
                                                      $  1,103,395  $  1,946,169  $ 10,588,597  $ 12,534,766   $ (1,924,672)
                                                      ============  ============  ============  ============   ============

                                                                      Column E
                                                                      --------

                                                               Gross Amount of Which
                                                             Carried at Close of Period
                                                      ----------------------------------------
                                                                    Buildings and
                                                          Land      Improvements      Total
                                                      ------------  ------------  ------------

<S>                                                   <C>           <C>           <C>
Oak Grove Commons Office/Warehouse Complex, Downers
   Grove, Illinois                                    $    936,122  $  4,188,588  $  5,124,710
Leawood Fountain Plaza Office Complex (76% undivided
   interest), Leawood, Kansas                            1,010,047     4,475,337     5,485,384
                                                      ------------  ------------  ------------
                                                      $  1,946,169  $  8,663,925  $ 10,610,094
                                                      ============  ============  ============

                                                        Column F      Column G      Column H      Column I
                                                        --------      --------      --------      --------

                                                                                                Life on Which
                                                                                                Depreciation
                                                                                                  in Latest
                                                                                                Statement of
                                                       Accumulated   Date of         Date       Operations is
                                                      Depreciation   Construction   Acquired      Computed
                                                      ------------  ------------  ------------  ------------
<S>                                                   <C>            <C>             <C>           <C>
Oak Grove Commons Office/Warehouse Complex, Downers
   Grove, Illinois                                    $  2,322,128   1972, 1976      1/24/84       30 years
Leawood Fountain Plaza Office Complex (76% undivided
   interest), Leawood, Kansas                            3,110,755   1982, 1983      2/20/85       30 years
                                                      ------------
           Total                                      $  5,432,883
                                                      ============
</TABLE>


(1) Amounts shown are net of assets written-off and the following writedowns:

    Oak Grove Commons Office/Warehouse Complex        $    693,000
    Leawood Fountain Plaza Office Complex                2,389,000



                   (Continued on following page)


                                       32
<PAGE>

                          NOONEY INCOME FUND LTD., L.P.
                          -----------------------------
                             (A Limited Partnership)


             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
             -------------------------------------------------------

              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
              ----------------------------------------------------


<TABLE>
<CAPTION>
                                                      2000           1999           1998
                                                  ------------   ------------   ------------

<S>                                               <C>            <C>            <C>
(A) Reconciliation of amounts in Column E:

     Balance at beginning of period               $ 10,600,572   $ 10,547,542   $ 10,393,196
     Add-  Cost of improvements                        232,413        158,139        270,969
     Less-  Cost of disposals                         (222,891)      (105,109)      (116,623)
                                                  ------------   ------------   ------------
     Balance at end of period                     $ 10,610,094   $ 10,600,572   $ 10,547,542
                                                  ============   ============   ============

(B) Reconciliation of amounts in Column F:

     Balance at beginning of period               $  5,271,378   $  5,010,424   $  4,731,841
     Add-  Provision during the period                 384,396        366,063        395,206
     Less-  Depreciation on disposals                 (222,891)      (105,109)      (116,623)
                                                  ------------   ------------   ------------
     Balance at end of period                     $  5,432,883   $  5,271,378   $  5,010,424
                                                  ============   ============   ============
(C)  The aggregate cost of real estate owned for
       federal income tax purposes                $ 13,692,096   $ 13,682,572   $ 13,629,542
                                                  ============   ============   ============
</TABLE>


                                       33