1


                       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         February 28, 2003
                                 ------------------------

                                       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>
                                                                        February 28,            November 30,
                                                                           2003                     2002
                                                                        (Unaudited)
ASSETS:
Investment property
   Land                                                              $    1,014,000                1,014,000
   Buildings and improvements                                            15,967,000               15,940,000
                                                                       ------------              -----------
                                                                         16,981,000               16,954,000
   Less accumulated depreciation                                         10,610,000               10,456,000
                                                                       ------------              -----------
           Total investment property                                      6,371,000                6,498,000

Cash and cash equivalents                                                   718,000                  911,000
Prepaid expenses                                                             73,000                   86,000
Deferred expenses, less accumulated amortization                             80,000                   82,000
Income tax deposit                                                           18,000                   18,000
                                                                       ------------              -----------
           Total assets                                              $    7,260,000                7,595,000
                                                                       ============              ===========

LIABILITIES AND PARTNERS' DEFICIT:
Liabilities:
   Mortgage notes payable                                            $    9,900,000                9,900,000
   Accounts payable and accrued expenses                                    178,000                  232,000
   Real estate taxes payable                                                 23,000                  126,000
   Refundable tenant deposits                                                74,000                   75,000
                                                                       ------------              -----------
           Total liabilities                                             10,175,000               10,333,000
Partners' deficit                                                        (2,915,000)              (2,738,000)
                                                                       ------------              -----------
           Total liabilities and partners' deficit                   $    7,260,000                7,595,000
                                                                       ============              ===========


</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
                                                                             February 28,     February 28,
                                                                                 2003             2002
Revenues:
       Rental                                                           $      682,000           655,000
       Other                                                                    53,000            71,000
                                                                            ----------        ----------
              Total revenues                                                   735,000           726,000
                                                                            ----------        ----------

Expenses:
       Depreciation and amortization                                           156,000           150,000
       Repairs and maintenance                                                  72,000            87,000
       Real estate taxes                                                        37,000            35,000
       Interest                                                                184,000           184,000
       Professional fees                                                        28,000            67,000
       Utilities                                                                28,000            27,000
       Property management fees - related parties                               43,000            43,000
       Other                                                                   104,000           113,000
                                                                            ----------        ----------
              Total expenses                                                   652,000           706,000
                                                                            ----------        ----------
              Net Income                                                $       83,000            20,000
                                                                            ==========        ==========

Net income allocation:
       General partner                                                  $        1,000               ---
       Limited partners                                                         82,000            20,000
                                                                            ----------        ----------
                                                                        $       83,000            20,000
                                                                            ==========        ==========
Limited partners' data:
       Net income per unit                                              $         6.97              1.61
                                                                            ==========        ==========

Weighted average limited partnership units outstanding                          11,764            12,173
                                                                            ==========        ==========


</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>

                                                                                  Three Months Ended
                                                                           February 28,        February 28,
                                                                               2003                2002
Cash flows from operating activities:
    Net income                                                         $      83,000              20,000
    Adjustments to reconcile net income to net
         cash provided by operating activities:
                Depreciation and amortization                                156,000             150,000
                Changes in accounts affecting operations:
                     Accounts receivable                                        ---               30,000
                     Prepaid expenses                                         13,000               8,000
                     Accounts payable and accrued expenses                   (54,000)              5,000
                     Real estate taxes payable                              (103,000)           (102,000)
                     Refundable tenant deposits                               (1,000)             (6,000)
                                                                          ----------          ----------
                        Net cash provided by operating activities             94,000             105,000
                                                                          ----------          ----------

Cash flows from investing activities:
         Capital expenditures                                                (27,000)            (97,000)
                                                                          ----------          ----------

Cash flows from financing activities:
         Distributions                                                      (118,000)           (121,000)
         Repurchase of Partnership Units                                    (142,000)                ---
                                                                          ----------          ----------

                        Net cash used in financing activities               (260,000)           (121,000)
                                                                          ----------          ----------

                        Net decrease in cash                                (193,000)           (113,000)

Cash and cash equivalents, beginning of period                               911,000           1,048,000
                                                                          ----------          ----------

Cash and cash equivalents, end of period                               $     718,000             935,000
                                                                          ==========          ==========

Supplemental disclosure of cash flow information -
    cash paid during the period for interest                           $     184,000             184,000
                                                                          ==========          ==========



</TABLE>






                                       5
<PAGE>



                    MAXUS REAL PROPERTY INVESTORS-FOUR, L.P.
                             (A LIMITED PARTNERSHIP)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                  THREE MONTHS ENDED FEBRUARY 28, 2003 AND 2002


(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, 2002, 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 February  28, 2003 and for all periods
presented have been made. The results for the three-month  period ended February
28, 2003 are not necessarily  indicative of the results that 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.

(2) Repurchase of Partnership Interests

On November 14, 2002, the Partnership  commenced an odd-lot offer to purchase up
to 2,209 of the  Registrant's  limited  partnership  units from limited partners
holding 12 units or fewer (the "Offer"). The Offer expired on December 31, 2002.
In connection with the Offer,  the Registrant  redeemed 332 limited  partnership
units of the  Registrant  at $430 per unit.  As a result,  as of March 15,  2003
there are 11,596 outstanding limited partnership units.






                                       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, 2002, 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,  capital  expenditures  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

The  Partnership  leases its property  pursuant to  operating  leases with terms
generally of six or twelve  months.  Rental income is recognized  when received;
this method  approximates  recognition using the  straight-line  method over the
related lease term.

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,  vinyl,
appliance,   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
capitalization.

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.

The  Partnership  follows the  provisions  of Statement of Financial  Accounting
Standards  (SFAS)  No.  144,  "Accounting  for the  Impairment  or  Disposal  of
Long-Lived  Assets".   The  Partnership  assesses  the  carrying  value  of  its
long-lived asset whenever events or changes in  circumstances  indicate that the
carrying amount of the underlying asset may not be recoverable.  Certain factors
that may occur and  indicate  that an  impairment  exists  include,  but are not
limited to: significant  underperformance relative to projected future operating
results;  significant  changes  in the  manner  of the  use  of the  asset;  and
significant adverse industry or market economic trends. If the carrying value of
the property may not be  recoverable  based upon the existence of one or more of
the above indicators of impairment,  management measures the impairment based on
projected  discounted  cash flows using a discount rate determined by management
to be commensurate  with the risk inherent in the  Partnership,  compared to the
property's current carrying value.



                                       7
<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

Cash as of February 28, 2003 was $718,000,  a decrease of $193,000 from November
30, 2002.  Cash provided from  operating  activities  for the three months ended
February 28, 2003 was $94,000,  which is  consistent  with results from the same
period in 2002.  Investing activities used $27,000 due to investment in property
improvements.  Cash used in  financing  activities  was  $260,000,  comprised of
$118,000 of  distributions  of $10 per limited partner unit,  which were paid in
January of 2003, and $142,000 to repurchase 332 limited partner 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.

Management  believes the Partnership's  current cash position and the property's
ability to provide  operating  cash flow should enable the  Partnership  to fund
anticipated capital expenditures and meet debt obligations.

RESULTS OF OPERATIONS

For the three-month  period ended February 28, 2003, the Partnership's  revenues
were $735,000.  Revenues  increased by $9,000 (1.2%) for the three-month  period
ended  February 28, 2003 as compared to the same period in 2002.  This  increase
was due primarily to an increase in rental rates and a decrease in vacancy loss.

For the three-month  period ended February 28, 2003, the Partnership's  expenses
were $652,000.  Expenses  decreased by $54,000 (7.6%) for the three-month period
ended  February 28, 2003 as compared to the same period in 2002. The decrease in
expenses was  primarily  due to a decrease in  professional  fees of $39,000 due
primarily  to a property tax study  completed  in the first  quarter of 2002 for
$37,000; and a decrease in repairs and maintenance of $15,000.

Woodhollow was 94% occupied at February 28, 2003. 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 may lead to a decrease in the unemployment rate.

INFLATION

The effects of inflation  did not have a material  impact upon the  Registrant's
operations  in  fiscal  2002  and are not  expected  to  materially  affect  the
Registrant's operations in 2003.

OFF-BALANCE SHEET ARRANGEMENTS

The Partnership does not have any "off-balance sheet arrangements" as defined in
Item 303 (c) of Regulations S-B promulgated under the Securities Exchange Act of
1934, as amended.

ITEM 3:  CONTROLS AND PROCEDURES.

Under the  supervision  and with the  participation  of the  management of Maxus
Capital Corp.,  the  Partnership's  managing  general  partner,  including Maxus
Capital  Corp.'s  Chief  Executive  Officer  and Chief  Financial  Officer,  the
Registrant has established a system of controls and other procedures designed to
ensure that  information  required to be disclosed in its periodic reports filed
under the Securities Exchange Act of 1934, as amended,  is recorded,  processed,
summarized and reported within the time periods  specified in the Securities and
Exchange  Commission's ruled and forms. These disclosure controls and procedures
have been evaluated under the direction of the Chief Executive Officer and Chief
Financial Officer within the last 90 days. Based on such evaluations,  the Chief


                                       8
<PAGE>

Executive Officer and Chief Financial Officer have concluded that the disclosure
controls and procedures are effective. There have been no significant changes in
the system of internal  controls or in other  factors  that could  significantly
affect  internal  controls  subsequent to the evaluation by the Chief  Executive
Officer and Chief Financial Officer.

PART II.  OTHER INFORMATION


ITEM 1: LEGAL PROCEEDINGS

O. BRUCE MILLS V. MAXUS  CAPITAL CORP.  AND MAXUS REAL PROPERTY  INVESTORS-FOUR,
L.P., CASE NO. 01CC-004237, CIRCUIT COURT OF ST. LOUIS COUNTY, MISSOURI.

On December 11, 2001,  Mills filed suit against the Registrant and Maxus Capital
Corp., the Managing General Partner, in St. Louis County, Missouri alleging that
the  Registrant  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
Registrant 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  asking  that Mills be recorded on the books and records
of the  Registrant  as the owner of units that were  tendered  to him during his
tender offer and seeking the escrow of any distributions  made by the Registrant
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  Registrant,  but the Court did require  that the  Registrant
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.  The
Registrant and Maxus Capital Corp. filed a motion for summary judgment on August
23,  2002  asserting  that they had sole  discretion  to deny Mills  Substituted
Limited  Partner  status.  Mills responded on September 23, 3002. On January 19,
2003, the Court granted the Registrant and Maxus Capital Corp.  summary judgment
on  all  claims.  The  only  remaining  issue  in the  case  is  release  of the
distributions that have been escrowed during this litigation.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

On November 14, 2002, the Partnership  commenced an odd-lot offer to purchase up
to 2,209 of the  Registrant's  limited  partnership  units from limited partners
holding 12 units or fewer (the "Offer"). The Offer expired on December 31, 2002.
In connection with the Offer,  the Registrant  redeemed 332 limited  partnership
units of the  Registrant  at $430 per unit.  As a result,  as of March 15,  2003
there are 11,596 outstanding limited partnership units.

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 cash distributions of $10 per limited  partnership unit, payable
to holders of record as of January 1, 2003 and April 1, 2003,  that were paid on
January  10,  2003  and  are  payable  on  April  10,  2003,  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
             first quarter of 2003.












                                       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: April 1, 2003         By:    /s/ Danley K. Sheldon
                                    ------------------------
                                    Danley K. Sheldon
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)

Dated: April 1, 2003         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: April 1, 2003                     /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: April 1, 2003                            /s/ John W. Alvey
                                               -----------------------
                                               John W. Alvey
                                               Vice President, Treasurer, and
                                               Chief Financial Officer of
                                               Maxus Capital Corp.,
                                               General Partner of the Registrant




                                       13
<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.




                                       14