SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

(Mark One)

X QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 ------

For the quarter period ended         August 31, 2002
                                 ---------------------------

                                       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 000-11023

                    MAXUS REAL PROPERTY INVESTORS-FOUR, L.P.
                    ----------------------------------------
        (Exact name of small business issuer as specified in its charter)

       Missouri                                       43-1250566
---------------------                              ----------------
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)

104 Armour Road, North Kansas City, Missouri                 64116
--------------------------------------------              -------------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code        (816) 303-4500
                                                          -----------------

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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>




                                      INDEX


                                                                           Page
PART I -   FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS:
               Balance Sheets                                                 3
               Statements of Operations                                       4
               Statements of Cash Flows                                       5

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
               OF OPERATIONS                                                  7

ITEM 3.    CONTROLS AND PROCEDURES                                            8

PART II -  OTHER INFORMATION                                                  9

ITEM 1.    LEGAL PROCEEDINGS                                                  9
ITEM 2.    CHANGES IN SECURITIES                                              9
ITEM 3.    DEFAULTS UPON SENIOR SECURITIES                                    9
ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                9
ITEM 5.    OTHER INFORMATION                                                 10
ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K                                  10


SIGNATURES                                                                   11
EXHIBIT INDEX                                                                14










                                       2
<PAGE>



PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                   MAXUS REAL PROPERTY INVESTORS - FOUR, L.P.
                             (A LIMITED PARTNERSHIP)
                                 BALANCE SHEETS
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                          August 31,              November 30,
                                                                            2002                      2001
                                                                         (Unaudited)
ASSETS:
Investment property
   Land                                                              $    1,014,000                1,014,000
   Buildings and improvements                                            15,878,000               15,615,000
                                                                       ------------              -----------
                                                                         16,892,000               16,629,000
   Less accumulated depreciation                                         10,300,000                9,844,000
                                                                       ------------              -----------
           Total investment property                                      6,592,000                6,785,000

Cash                                                                        999,000                1,048,000
Accounts receivable, less allowance for doubtful accounts                       ---                   30,000
Prepaid expenses                                                             14,000                   48,000
Deferred expenses, less accumulated amortization                             85,000                   93,000
Income tax deposit                                                           18,000                  109,000
                                                                       ------------              -----------
           Total assets                                              $    7,708,000                8,113,000
                                                                       ============              ===========

LIABILITIES AND PARTNERS' DEFICIT:
Liabilities:
   Mortgage notes payable                                            $    9,900,000                9,900,000
   Accounts payable and accrued expenses                                    259,000                  216,000
   Real estate taxes payable                                                 92,000                  125,000
   Refundable tenant deposits                                                79,000                   94,000
                                                                       ------------              -----------
           Total liabilities                                             10,330,000               10,335,000
Partners' deficit                                                       (2,622,000)               (2,222,000)
                                                                       ------------              -----------
           Total liabilities and partners' deficit                   $    7,708,000                8,113,000
                                                                       ============              ===========

</TABLE>



                                       3
<PAGE>



                   MAXUS REAL PROPERTY INVESTORS - FOUR, L.P.
                             (A LIMITED PARTNERSHIP)
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                             Three Months Ended               Nine Months Ended
                                                          August 31,    August 31,        August 31,     August 31,
                                                             2002         2001               2002           2001

Revenues:
       Rental                                        $     658,000       681,000          1,982,000      1,999,000
       Other                                                66,000        70,000            208,000        183,000
                                                          --------      --------          ---------      ---------
           Total revenues                                  724,000       751,000          2,190,000      2,182,000
                                                          --------      --------          ---------      ---------

Expenses:
       Depreciation and amortization                       159,000       154,000            463,000        441,000
       Repairs and maintenance, including common
          area maintenance                                  89,000       120,000            257,000        272,000
       Real estate taxes                                    34,000        34,000            103,000        102,000
       Interest                                            184,000       184,000            553,000        553,000
       Professional fees                                    59,000        73,000            155,000        161,000
       Utilities                                            57,000        44,000            117,000        113,000
       Property management fees - related parties           50,000        50,000            136,000        135,000
       Other                                               111,000       121,000            341,000        344,000
                                                        ----------    ----------          ---------      ---------
           Total expenses                                  743,000       780,000          2,125,000      2,121,000
                                                        ----------    ----------          ---------      ---------
           Net Income (loss)                          $   (19,000)      (29,000)             65,000         61,000
                                                        ==========    ==========          =========      =========

Net income (loss) allocation:
       General partners                               $        ---       (1,000)              1,000          1,000
       Limited partners                                   (19,000)      (28,000)             64,000         60,000
                                                        ----------     ---------          ---------      ---------
                                                      $   (19,000)      (29,000)             65,000         61,000
                                                        ==========     =========          =========      =========

Limited partners' data:
       Net income (loss) per unit                     $     (1.58)        (2.31)               5.28           4.61
                                                        ==========     =========          =========      =========

Weighted average limited partnership units outstanding      12,033        12,247             12,126         13,098
                                                        ==========     =========          =========      =========


</TABLE>



                                       4
<PAGE>



                    MAXUS REAL PROPERTY INVESTORS-FOUR, L.P.
                             (A LIMITED PARTNERSHIP)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                  Nine Months Ended
                                                                            August 31,          August 31,
                                                                               2002                2001

Cash flows from operating activities:
    Net income                                                         $     65,000               61,000
    Adjustments to reconcile net income to net
         cash provided by operating activities:
                Depreciation and amortization                               463,000              441,000
                Changes in accounts affecting operations:
                     Accounts receivable                                     30,000              (88,000)
                     Prepaid expenses                                        34,000                5,000
                     Accounts payable and accrued expenses                   43,000              194,000
                     Real estate taxes payable                              (33,000)                 ---
                     Refundable tenant deposits                             (15,000)               2,000
                     Deferred expenses                                          ---              (11,000)
                     Income tax deposit                                      91,000                  ---
                                                                         ----------             --------

                        Net cash provided by operating activities           678,000              604,000
                                                                         ----------             --------

Cash flows from investing activities:
         Capital expenditures                                              (262,000)            (177,000)
                                                                         ----------             --------

Cash flows from financing activities:
         Distributions                                                     (365,000)            (122,000)
         Repurchase of Partnership Units                                   (100,000)            --------

                        Net cash used in financing activities              (465,000)            (528,000)
                                                                         ----------             --------

                        Net decrease in cash                                (49,000)            (101,000)

Cash, beginning of period                                                 1,048,000            1,186,000
                                                                          ---------            ---------

Cash, end of period                                                    $    999,000            1,085,000
                                                                         ==========            =========

Supplemental disclosure of cash flow information -
    cash paid during the period for interest                           $    553,000              553,000
                                                                         ==========            =========


</TABLE>



                                       5
<PAGE>


                    MAXUS REAL PROPERTY INVESTORS-FOUR, L.P.
                             (A LIMITED PARTNERSHIP)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
              NINE MONTHS ENDED AUGUST 31, 2002 AND AUGUST 31, 2001


(1) Summary of Significant Accounting Policies

Refer to the financial statements of Maxus Real Property Investors - Four, L.P.,
formerly known as Nooney Real Property Investors - Four, L.P. (the "Partnership"
or the "Registrant"),  for the year ended November 30, 2001, which are contained
in the  Partnership's  Annual Report on Form 10-KSB,  for a  description  of the
accounting policies which have been continued without change. Also, refer to the
footnotes  to those  statements  for  additional  details  of the  Partnership's
financial  condition and results of operations.  The details in those notes have
not changed  except as a result of normal  transactions  in the interim.  In the
opinion of the general  partner,  all  adjustments  (which  include  only normal
recurring  adjustments)  necessary  to present  fairly the  financial  position,
results of  operations  and cash flows at August  31,  2002 and for all  periods
presented have been made. The results for the three and nine-month periods ended
August 31,  2002 are not  necessarily  indicative  of the  results  which may be
expected for the entire year.

Certain  reclassifications have been made to the prior period amounts to conform
to the current period presentation.

(a) Description of Business

The Partnership is a limited  partnership  organized under the laws of the State
of Missouri  on  February  9, 1982.  The  Partnership  was  organized  to invest
primarily in income-producing  real properties such as shopping centers,  office
buildings and other commercial properties,  apartment buildings, warehouses, and
light  industrial  properties.  The  Partnership's  portfolio  is comprised of a
402-unit  apartment  building  located  in  West  St.  Louis  County,   Missouri
(Woodhollow Apartments).

(b) Basis of Accounting

The financial statements include only those assets, liabilities,  and results of
operations  of the partners  which relate to the business of Maxus Real Property
Investors-Four, 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
responsibility of the partners.




             (The remainder of this page left blank intentionally.)




                                       6
<PAGE>




ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This  10-QSB  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,   general  market
conditions,   projected   leasing  and  sales,  and  future  prospects  for  the
Partnership.  Actual results could differ materially from those  contemplated by
such statements.


CRITICAL ACCOUNTING POLICIES

Refer to the Financial Statements of the Partnership for the year ended November
30, 2001, which are contained in the Partnership's Annual Report in Form 10-KSB,
for a description of the accounting policies,  which have been continued without
change, unless otherwise noted herein.

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  amounts  reported in the  accompanying  financial
statements.  The most  significant  assumptions and estimates  relate to revenue
recognition for leases, treatment of capital expenditures, depreciable  lives of
investment  property  and  the valuation of investment property.  Application of
these  assumptions  requires the exercise of judgment as to future uncertainties
and, as a result, actual results could differ from these estimates.


Revenue Recognition

Lease  agreements are accounted for as operating  leases,  and rentals from such
leases are reported as revenues ratably over the terms of the leases.

Investment Property Useful Lives

The  Partnership  is required to make  subjective  assessments  as to the useful
lives of its property for the purposes of determining the amount of depreciation
to reflect on an annual basis with respect to the  property.  These  assessments
have a direct impact on the Partnership's net income.

Investment  property is depreciated  over its estimated  useful life of 30 years
using the straight-line method.  Furnishings and appliances are depreciated from
5 to 7 years using the straight-line method.

Capital Expenditures

For reporting purposes, the Partnership capitalizes all carpet, flooring, vinyl,
and HVAC  replacements.  The Partnership  expenses all other  expenditures  that
total less than $10,000.  Expenditures over $10,000 and expenditures  related to
contracts over $10,000 are evaluated  individually for proper treatment.

Impairment of Investment Property Values

The Partnership is required to make  subjective  assessments as to whether there
are impairments in the value of its investment property.  Management's estimates
of  impairment in the value of the  investment  property have a direct impact on
the Partnership's net income.

Effective  January 1, 2002,  the  Partnership  applies  Statement  of  Financial
Accounting  Standards (SFAS) No. 144,  Accounting for the Impairment or Disposal
of Long-Lived  Assets,  for the  recognition  and  measurement  of impairment of
long-lived  assets to be held and used and assets to be disposed of.  Management
reviews the property for impairment  whenever events or changes in circumstances
indicate that the carrying value of the property may not be recoverable.


                                       7
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Cash as of August 31, 2002 was $999,000, a decrease of $49,000 from November 30,
2001.  Cash provided from operating  activities for the nine months ended August
31, 2002 was $678,000,  which is consistent with results from the same period in
2001.   Investing  activities  used  $262,000  due  to  investment  in  property
improvements.  Cash used in  financing  activities  was  $465,000,  comprised of
$365,000 of  distributions  of $10 per limited partner unit,  which were paid in
each of January,  April, and July of 2002, and $97,000 to repurchase 228 limited
partner units. An additional $3,000 of transfer fees were paid to repurchase the
units.

Contractual Obligations

The mortgage  note  payable is secured by  Woodhollow  Apartments  and calls for
monthly  interest  payments  of  $61,000,  with  interest  fixed at  7.45%.  The
principal  balance is due December 1, 2010.  In the event of  prepayment  by the
Partnership, the note requires a substantial prepayment penalty.

The  Partnership  does not utilize any off balance  sheet  financing  or leasing
transaction of any kind.

RESULTS OF OPERATIONS

For the three and nine month  periods ended August 31, 2002,  the  Partnership's
revenues  were  $724,000 and  $2,190,000,  respectively.  Revenues  decreased by
$27,000 (3.6%) for the  three-month  period ended August 31, 2002 as compared to
the same  period in 2001.  This  decrease  was due  primarily  to an increase in
vacancy loss. Revenues increased by $8,000 (.4%) for the nine-month period ended
August 31, 2002, due primarily to an increase in miscellaneous income (primarily
laundry income) of $29,000 offset by a decrease in net rental income of $18,000.

For the three and nine month  periods ended August 31, 2002,  the  Partnership's
expenses  were  $743,000 and  $2,125,000,  respectively.  Expenses  decreased by
$37,000 (4.7%) for the  three-month  period ended August 31, 2002 as compared to
the same  period in 2001.  The  decrease  in  expenses  was  primarily  due to a
decrease  in repairs  and  maintenance  of  $31,000,  and  professional  fees of
$14,000.  Expenses increased $4,000 (.2%) for the nine-month period ended August
31, 2002 as compared to the same period in 2001.

Woodhollow was 95% occupied at August 31, 2002.  Based on industry  information,
the average occupancy of the sub-market  Woodhollow  competes with is in the low
to mid 90% range. In 2002,  unemployment rose above 6% in the St. Louis area for
the first time since  1993.  The rate is  expected to continue to stay at higher
levels  until  the end of  2003.  Interest  rates  remain  low,  which  normally
increases  losses  of  tenants  who move  out of apartments when  they  purchase
homes.  Economic development is expected to continue in St. Louis,  with various
projects  such  as  new  retail developments  and  an  airport  expansion  being
planned.  These developments are expected lead to a decrease in the unemployment
rate.


ITEM 3:  CONTROLS AND PROCEDURES.

Under the  supervision  and with the  participation  of the  management of Maxus
Capital  Corp.,  the  Partnership's  general  partner,  including  Maxus Capital
Corp.'s chief executive officer and chief financial officer, the Partnership has
evaluated the  effectiveness  of the design and  operation of the  Partnership's
disclosure  controls  and  procedures  within 90 days of the filing date of this
quarterly report,  and, based on their  evaluation,  Maxus Capital Corp.'s chief
executive officer and chief financial officer have concluded that these controls
and  procedures  are  effective.  There  were  no  significant  changes  in  the
Partnership's  internal  controls or in other  factors that could  significantly
affect these controls subsequent to the date of their evaluation.



                                       8
<PAGE>



PART II.  OTHER INFORMATION


ITEM 1: LEGAL PROCEEDINGS


O. Bruce Mills v. Maxus  Capital Corp.  and Maxus Real Property  Investors-Four,
L.P., Cause No. 01CC-004237, Circuit Court of St. Louis County, Missouri.

On  December  11,  2001,   Mills  filed  suit   against  the Partnership and the
Partnership's  General  Partner,  Maxus  Capital  Corp.,  in  St.  Louis County,
Missouri  alleging  that  the Partnership and Maxus Capital Corp. had refused to
recognize Mills as the owner and limited  partner of units that were tendered to
him and that the Partnership and Maxus Capital Corp. had converted distributions
allegedly owed to Mills.  Mills  also brought a claim for injunctive  relief. On
December 19, 2001, a hearing was held on Mills' request for injunctive relief in
which Mills sought an order from the Court recording on the books and records of
the Partnership Mills as the owner for units that were  tendered  to him  during
his  tender  offer  and  seeking  the  escrow  of any  distributions made by the
Partnership for the units tendered to Mills. The Court  refused to exempt  Mills
from complying  with the  transfer  requirements  to have  units transferred  on
the  books  and  records  of  the Partnership but the Court did require that the
Partnership escrow any distributions made for units tendered to Mills until such
time as the Court can determine who should receive the distributions.  Mills was
required to post a $7,000 bond as security for the relief granted by the Court.

During the past nine months the parties have  pursued  discovery  regarding  the
issues in dispute to prepare the case for trial,  scheduled for October 7, 2002.
However,  before  the  scheduled  trial  date, the Partnership and Maxus Capital
Corp. filed  a  motion for summary judgment seeking a decision from the Court on
certain key issues. Because  of this  pending  motion, the parties and the Court
agreed to  reschedule  the  trial  for  sometime  early next year,  if the  case
is not resolved by the Court's decision on the summary judgment motion.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS


The  Partnership  commenced an odd-lot offer to purchase the units of holders of
nine units or less on May 24, 2002.  This offer  expired on June 24, 2002 and as
of August 31, 2002,  the  Partnership  purchased  228 units at $425 per unit. At
August 31, 2002,  there were 11,945  outstanding  units.  An additional 17 units
were received by the Partnership, which the Partnership intends to purchase when
the  transfer   document   deficiencies   related  to  these  units  are  cured.
Deficiencies  related to 12 units were cured by  September  16,  2002,  and as a
result, there are 11,933 units outstanding as of October 1, 2002.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES


None


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


None

                                       9

<PAGE>


ITEM 5.  OTHER INFORMATION


The Board of Directors  of the  Partnership's  general  partner  (Maxus  Capital
Corp.) declared a cash distribution of $10 per limited partnership unit that was
paid on each of January  10,  April 10, July 10, and October 10, 2002 to holders
of record as of January 1, April 1, July 1, and  October 1, 2002,  respectively.
The Partnership anticipates continuing such quarterly distributions, at least in
the near future.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


         (a) Exhibits


              See Exhibit Index on Page 14


         (b) Reports on Form 8-K


              No reports  on  Form  8-K  were filed by the Registrant during the
              third quarter of 2002.









                                       10
<PAGE>




SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.





                                MAXUS REAL PROPERTY INVESTORS-FOUR, L.P.
                                By: MAXUS CAPITAL CORP.
                                    General Partner



Dated: October 14, 2002            By: /s/ Danley K. Sheldon
                                        ---------------------
                                    Danley K. Sheldon
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)



Dated: October 14, 2002            By: /s/ John W. Alvey
                                        ---------------------
                                    John W. Alvey
                                    Vice President, Treasurer and
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)





                                       11
<PAGE>



                      CERTIFICATION OF THE QUARTERLY REPORT
                                       OF
                    MAXUS REAL PROPERTY INVESTORS-FOUR, L.P.

         I, Danley K. Sheldon, certify that:

     1. I have  reviewed  this  quarterly  report on Form  10-QSB of Maxus  Real
Property Investors-Four, L.P.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officer and I are  responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed  such  disclosure  controls  and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries, is  made  known  to  us  by  others  within  those  entities,
     particularly  during  the  period  in  which this quarterly report is being
     prepared;

         b) evaluated the  effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

         c) presented  in  this  quarterly  report  our  conclusions  about  the
     effectiveness  of  the  disclosure  controls  and  procedures  based on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's  board  of  directors  (or  persons  performing  the  equivalent
functions):

         a) all significant deficiencies in the design or operation  of internal
     controls which could adversely affect the registrant's ability  to  record,
     process, summarize  and  report  financial data and have identified for the
     registrant's  auditors  any  material  weaknesses in internal controls; and

         b) any  fraud,  whether  or  not  material, that involves management or
     other  employees  who  have a significant role in the registrant's internal
     controls; and

6. The  registrant's  other  certifying  officer  and  I  have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent to  the  date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: October 14, 2002
                                        /s/ Danley K. Sheldon
                                        ---------------------
                                        Danley K. Sheldon
                                        President and Chief Executive Officer of
                                        Maxus Capital Corp.,
                                        General Partner of the Registrant




                                       12
<PAGE>




                      CERTIFICATION OF THE QUARTERLY REPORT
                                       OF
                    MAXUS REAL PROPERTY INVESTORS-FOUR, L.P.

         I, John W. Alvey, certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of Maxus Real
Property Investors-Four, L.P.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officer and I are  responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed  such  disclosure  controls  and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us  by  others  within  those entities,
     particularly  during  the  period  in  which this quarterly report is being
     prepared;

         b) evaluated  the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

         c) presented  in  this  quarterly  report  our  conclusions  about  the
     effectiveness  of  the  disclosure  controls  and  procedures  based on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):

         a) all  significant deficiencies in the design or operation of internal
     controls which  could  adversely affect the registrant's ability to record,
     process,  summarize  and  report financial data and have identified for the
     registrant's  auditors  any  material  weaknesses in internal controls; and

         b) any  fraud,  whether  or  not  material, that involves management or
     other  employees  who  have a significant role in the registrant's internal
     controls; and

     6. The registrant's  other certifying  officer and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: October 14, 2002

                                        /s/ John W. Alvey
                                        -----------------
                                        John W. Alvey
                                        Vice President, Treasurer, and
                                        Chief Financial Officer of
                                        Maxus Capital Corp.,
                                        General Partner of the Registrant




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<PAGE>


EXHIBIT INDEX



Exhibit Number                                             Description



3.1  Amended and Restated Agreement and Certificate of Limited Partnership dated
     April 7, 1982 is  incorporated  by  reference to the Form 10-K for the year
     ended November 30, 1999 filed by the Registrant under the Securities Act of
     1933 (File No. 000-11023).

3.2  Amendment of Certificate of Limited  Partnership  date December 21, 1999 is
     incorporated  by  reference  to the Form 8-K  filed  by the  Registrant  on
     January 21, 2000 under the Securities Act of 1933 (File No. 000-11023).

99.1 Certification  of Chief  Executive  Officer  Pursuant To 18 U.S.C.  Section
     1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002.

99.2 Certification  of Chief  Financial  Officer  Pursuant To 18 U.S.C.  Section
     1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002.




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