UNITED STATES
                       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         May 31, 2005
                                 --------------------

                                       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)

                                 (816) 303-4500
                           (Issuer's telephone number)



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 OR PLAN
               OF OPERATION                                                   7

ITEM 3.    CONTROLS AND PROCEDURES                                            9

PART II -  OTHER INFORMATION                                                  9


ITEM 1.    LEGAL PROCEEDINGS                                                  9
ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS       10
ITEM 3.    DEFAULTS UPON SENIOR SECURITIES                                   10
ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               10
ITEM 5.    OTHER INFORMATION                                                 10
ITEM 6.    EXHIBITS                                                          10



SIGNATURES                                                                   11
EXHIBIT INDEX                                                                12











                                       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>

                                                                           May 31,               November 30,
                                                                            2005                     2004
                                                                        (Unaudited)
ASSETS:
Investment property
   Land                                                              $    1,014,000                1,014,000
   Buildings and improvements                                            16,389,000               16,699,000
                                                                        -----------               -----------
                                                                         17,403,000               17,713,000

   Less accumulated depreciation                                         11,874,000               11,655,000
                                                                        -----------               ----------
           Total investment property                                      5,529,000                6,058,000

Cash and cash equivalents                                                   197,000                  278,000
Escrows and reserves                                                         86,000                  192,000
Accounts receivable                                                         514,000                  110,000
Prepaid expenses                                                            100,000                   54,000
Deferred expenses, less accumulated amortization                             57,000                   62,000
Income tax deposit                                                           15,000                   17,000
                                                                        -----------              -----------
           Total assets                                              $    6,498,000                6,771,000
                                                                        ===========              ===========

LIABILITIES AND PARTNERS' DEFICIT:
Liabilities:

   Mortgage notes payable                                            $    9,900,000                9,900,000
   Accounts payable and accrued expenses                                    430,000                  490,000
   Real estate taxes payable                                                 73,000                  162,000
   Refundable tenant deposits                                                44,000                   52,000
                                                                        -----------              -----------
           Total liabilities                                             10,447,000               10,604,000
Partners' deficit                                                        (3,949,000)              (3,833,000)
                                                                        -----------              -----------
           Total liabilities and partners' deficit                   $    6,498,000                6,771,000
                                                                        ===========              ===========
</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                Six Months Ended
                                                          May 31,         May 31,        May 31,          May 31,
                                                           2005            2004           2005              2004

Revenues:
       Rental                                        $   583,000         639,000        1,184,000        1,292,000
       Other                                              36,000          45,000           79,000           93,000
                                                      ----------      ----------       ----------       ----------
           Total revenues                                619,000         684,000        1,263,000        1,385,000
                                                      ----------      ----------       ----------       ----------


Expenses:
       Depreciation and amortization                     165,000         161,000          319,000          321,000
       Repairs and maintenance                            89,000          66,000          151,000          137,000
       Apartment turnover and leasing costs               36,000          28,000           63,000           50,000
       Property management fees - related parties         41,000          44,000           83,000           89,000
       Utilities                                          37,000          33,000           69,000           73,000
       Real estate taxes                                  45,000          46,000           89,000          115,000
       Insurance                                          33,000          19,000           60,000           36,000
       Professional fees                                  18,000          26,000           37,000           49,000
       Other                                              78,000          68,000          140,000          125,000
                                                      ----------      ----------       ----------       ----------
              Total expenses                             542,000         491,000        1,011,000          995,000
                                                      ----------      ----------       ----------       ----------
              Net operating income                        77,000         193,000          252,000          390,000
                                                      ----------      ----------       ----------       ----------

              Interest
                Interest income                              ---          (5,000)          (1,000)          (6,000)
                Interest expense                         185,000         185,000          369,000          369,000
                                                      ----------      ----------       ----------       ----------
                    Net income (loss)               $   (108,000)         13,000         (116,000)          27,000
                                                      ==========      ==========       ==========       ==========

Net income allocation:
       General partner                              $     (2,000)            ---           (2,000)             ---
       Limited partners                                 (106,000)         13,000         (114,000)          27,000
                                                      ----------      ----------       ----------       ----------
                                                    $   (108,000)         13,000         (116,000)          27,000
                                                      ==========      ==========       ==========       ==========
Limited partners' data:
       Net income (loss) per unit                   $      (9.42)           1.14           (10.13)            2.37
                                                      ==========      ==========       ==========       ==========

Weighted average limited partnership
       units outstanding                                  11,249          11,367           11,249           11,398
                                                      ==========      ==========       ==========       ==========
</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>
                                                                                  Six Months Ended
                                                                                  ----------------
                                                                             May 31,             May 31,
                                                                              2005                2004
                                                                             ------              ------

Cash flows from operating activities:
    Net income (loss)                                                  $    (116,000)             27,000
    Adjustments to reconcile net income to net
         cash provided by operating activities:
                Depreciation and amortization                                319,000             321,000
                Changes in accounts affecting operations:
                     Accounts receivable                                     110,000            (252,000)
                     Tax Deposit                                               2,000                 ---
                     Escrows and reserves                                    106,000             126,000
                     Prepaid expenses                                        (46,000)            (64,000)
                     Accounts payable and accrued expenses                   (60,000)            322,000
                     Real estate taxes payable                               (89,000)            (53,000)
                     Refundable tenant deposits                               (8,000)             (4,000)
                                                                          ----------          ----------
                     Net cash provided by operating activities               218,000             423,000
                                                                          ----------          ----------

Cash flows from investing activities:
         Capital expenditures                                               (299,000)           (276,000)
                                                                          ----------          ----------
Cash flows from financing activities:
         Distributions                                                           ---            (227,000)
         Repurchase of Partnership Units                                         ---             (44,000)
                                                                          ----------          ----------

                        Net cash used in financing activities                    ---            (271,000)
                                                                          ----------          ----------

                        Net decrease in cash and cash equivalents            (81,000)           (124,000)

Cash and cash equivalents, beginning of period                               278,000             466,000
                                                                          ----------          ----------

Cash and cash equivalents, end of period                              $      197,000             342,000
                                                                          ==========          ==========

Supplemental disclosure of cash flow information -
    cash paid during the period for interest                           $     369,000             369,000

Involuntary conversion of investment property to accounts receivable   $     514,000                 ---

</TABLE>










                                       5
<PAGE>



                    MAXUS REAL PROPERTY INVESTORS-FOUR, L.P.
                            (A LIMITED PARTNERSHIP)
                    NOTES TO UNAUDITED FINANCIAL STATEMENTS

                 SIX MONTHS ENDED MAY 31, 2005 AND MAY 31, 2004

(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, 2004, 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 May 31,  2005  and for all  periods
presented have been made. The results for the periods ended May 31, 2005 are not
necessarily indicative of the results that may be expected for the entire year.

Certain classifications 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 June 14, 2004, the  Partnership  commenced an odd-lot offer to purchase up to
4,874 of the  Partnership's  limited  partnership  units from  limited  partners
holding 25 units or fewer (the "Offer").  The Offer expired on July 16, 2004. In
connection  with the Offer,  the  Partnership  redeemed 112 limited  partnership
units of the  Partnership  at $507 per unit.  No units were  redeemed in the six
month  period ended May 31, 2005.  As a result,  as of June 24, 2005,  there are
11,249 outstanding limited partnership units.

(3)  Involuntary Conversion

On April 17, 2005,  Woodhollow  incurred a fire in one building.  The damage was
limited  to the 22 units in that  building.  The  majority  of the  damages,  of
approximately  $619,000,  net of a $10,000 insurance deductible,  are covered by
insurance.  The $10,000 is reflected in Repairs and  Maintenance  expense in the
three months  ended May 31,  2005.  We  currently  have  $514,000  expected as a
reimbursement  from the insurance company due from the fire.  Woodhollow is also
covered by a second policy,  which  provides  business  interruption  insurance.
Currently we are in  discussions  with the  insurance  company in regards to the
possibility of a reimbursement to the Partnership under this policy for its lost
rental income due to the April 17, 2005 fire.

On April 16, 2004,  Woodhollow  incurred a fire in another building.  The damage
was  limited  to the 22  units  in that  building.  The  damages  (approximately
$310,000)  were covered by insurance,  less a $10,000  insurance  deductible and
additional  make-ready expenses of approximately  $10,000.  The insurance policy
also covers loss of rents and the  insurance  company paid  $30,000  towards the
amount of rental loss sustained by the Partnership.




                                       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,  competition and future prospects for
the Partnership.  Actual results could differ materially from those contemplated
by such statements.  Readers should carefully review the risk factors  described
in the  Partnership's  Annual Report on Form 10-KSB for the year ended  November
30, 2004.

CRITICAL ACCOUNTING POLICIES

Refer to the Financial Statements of the Partnership for the year ended November
30, 2004, 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 and estimates require 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 to 31
years using the straight-line method. Furnishings and appliances are depreciated
over periods  ranging  from 5 to 7 years using the  straight-line  method.  Land
improvements are depreciated over the estimated useful life of 15 years.

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


                                       7
<PAGE>

management to be commensurate  with the risk inherent in the property,  compared
to the property's current carrying value.

OVERVIEW

The Partnership currently operates one apartment community.  The last commercial
building  was sold in 2000.  Cash is primarily  generated  by renting  apartment
units to tenants, or securing loans with the Partnership's  assets. Cash is used
primarily  to  pay  operating   expenses  (repairs  and  maintenance,   payroll,
utilities,  taxes,  and  insurance),  make  capital  expenditures  for  property
improvements,   repay  and  interest  on  outstanding   loans  or  to  pay  cash
distributions to unit holders.  The key performance  indicators for revenues are
occupancy  rates and rental  rates.  Revenues are also  impacted by  concessions
(discounts)  offered as rental  incentives.  The key  performance  indicator for
operating  expenses is total operating expense per apartment unit. A significant
change in the turnover rate of rental units can also cause a significant  change
in operating  expenses.  Management  also evaluates  total taxes,  utilities and
insurance rates for each property.

General  economic  trends that  management  evaluates  include  construction  of
apartment units (supply),  unemployment  rates,  job growth,  and interest rates
(demand).  The apartment  industry is sensitive to extremely low interest rates,
which tend to increase home ownership and decrease  apartment  occupancy  rates.
The apartment industry is also sensitive to increased  unemployment rates, which
tend to cause  possible  renters  to double  up in a unit or share a  non-rental
dwelling with relatives or  acquaintances.  New construction in an area with low
occupancy rates can cause a further decline in occupancy or rental rates.

Economic  trends appear to indicate  that  interest  rates have bottomed out and
have begun to rise.  It also appears that  unemployment  rates are  beginning to
decline, with job growth beginning to rise. If the trends are correct and if the
trends  continue,  the Partnership  believes it should be able to begin reducing
concessions, raising rental rates and increasing occupancy, which should improve
revenues.  In such case, the Partnership  believes variable  operating  expenses
will tend to increase, but fixed expense coverage would improve.


Liquidity and Capital Resources

Cash and cash  equivalents  as of May 31,  2005 were  $197,000,  a  decrease  of
$81,000 from November 30, 2004.  Cash provided by operating  activities  for the
six months ended May 31, 2005 was $218,000,  a decrease of $205,000  compared to
the same period in 2004. The decrease is primarily due to the company's net loss
and an increase from accounts  receivable due from the insurance company for the
fire on the complex.  We have accrued  accounts payable of $211,000 and accounts
receivable  of  $514,000  for the  rebuilding  and the  insurance  reimbursement
respectively of the building damaged by fire. Investing activities used $299,000
primarily due to repairs from the fire of $211,000, work on siding and guttering
along  with  other  investments  in  property  improvements   including  carpet,
flooring,  HVAC and  appliance  replacements  of  $58,000.  No cash was used for
financing  activities for the six-month  period ended May 31, 2005. Cash used in
financing  activities  for the  same  period  in 2004  was  $271,000,  comprised
primarily of $227,000 of  distributions  of $10 per limited partner unit,  which
were paid in January  and April  2004,  and  $57,000 to  repurchase  112 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 and six  month  periods  ended  May 31,  2005,  the  Partnership's
revenues  were  $619,000 and  $1,263,000,  respectively.  Revenues  decreased by
$65,000  (9.5%) and $122,000  (8.8%)  respectively  for the three and  six-month
periods  ended May 31, 2005 as compared to the same periods  ended May 31, 2004.
This  decrease was  primarily  due to an increase in vacancy loss of $60,000 and
$106,000 for the three and six-month periods ended May 31, 2005,

                                       8
<PAGE>

respectively.

For the three and six  month  periods  ended  May 31,  2005,  the  Partnership's
operating  expenses  were  $542,000  and  $1,011,000,   respectively.   Expenses
increased by $51,000 (10.4%) and $16,000 (1.6%)  respectively  for the three and
six month  periods  ended May 31, 2005 as compared to the same periods ended May
31, 2004. The increase in expenses was primarily due to an increase in insurance
and an increase in other  operating  expenses.  These  increases  were partially
offset by decreases in real estate taxes.

Woodhollow  was 85% occupied at May 31,  2005,  as compared to 88% as of May 31,
2004. Twenty-two (22) units, or approximately 5% of the property, are vacant due
to the  fire  described  below.  Based  on  industry  information,  the  average
occupancy of the  sub-market  Woodhollow  competes with is in the mid 80% range.
Tenants lost to homes purchased have declined recently.

On April 17, 2005,  Woodhollow  incurred a fire in one building.  The damage was
limited  to the 22 units in that  building.  The  majority  of the  damages,  of
approximately  $619,000,  net of a $10,000 insurance deductible,  are covered by
insurance.  The $10,000 is reflected in Repairs and  Maintenance  expense in the
three months  ended May 31,  2005.  We  currently  have  $514,000  expected as a
reimbursement  from the insurance company due from the fire.  Woodhollow is also
covered by a second policy,  which  provides  business  interruption  insurance.
Currently we are in  discussions  with the  insurance  company in regards to the
possibility of a reimbursement to the Partnership under this policy for its lost
rental income due to the April 17, 2005 fire.

On April 16, 2004, Woodhollow incurred another fire in one building.  The damage
was  limited  to the 22  units  in that  building.  The  damages  (approximately
$310,000)  were covered by insurance,  less a $10,000  insurance  deductible and
additional  make-ready expenses of approximately  $10,000.  The insurance policy
also covers loss of rents and the  insurance  company paid  $30,000  towards the
amount of rental loss sustained by the Partnership.

INFLATION

The effects of inflation  did not have a material  impact upon the  Registrant's
operations  in  fiscal  2004  and are not  expected  to  materially  affect  the
Registrant's operations in 2005.

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

The  Registrant's  managing  general  partner,  including  the managing  general
partner's  principal  executive officer and principal  financial officer,  after
evaluating the design and effectiveness of the Registrant's  disclosure controls
and procedures  (as defined in Exchange Act Rules  13a-15(e) or 15d-15(e)) as of
the end of the period  covered by this  report  (the  "Evaluation  Date"),  have
concluded that as of the Evaluation Date, the Registrant's  disclosure  controls
and procedures were adequately designed and operating effectively to ensure that
material  information  relating to the Registrant would be made known to them by
others within the Registrant,  particularly during the period in which this Form
10-QSB Quarterly Report was being prepared.

There has been no change in the  Registrant's  internal  control over  financial
reporting during its most recent fiscal quarter that has materially affected, or
is reasonably likely to materially  affect,  its internal control over financial
reporting.

PART II.  OTHER INFORMATION

ITEM 1:   LEGAL PROCEEDINGS

None


                                       9
<PAGE>


ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5.   OTHER INFORMATION

None

ITEM 6.   EXHIBITS

          See Exhibit Index on Page 12









                                       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: July 12, 2005            By: /s/ David L. Johnson
       -------------                ---------------------
                                    David L. Johnson
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)


Dated: July 12, 2005            By: /s/ John W. Alvey
       -------------                ---------------------
                                    John W. Alvey
                                    Vice President, Treasurer and
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)




                                       11
<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  from Exhibit 3.1 to the Form
     10-K for the fiscal year ended  November  30, 1999 filed by the  Registrant
     (File No. 000-11023).

3.2  Amendment of Certificate of Limited  Partnership dated 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).

31.1 Certification of the Chief Executive Officer Pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002

31.2 Certification of the Chief Financial Officer Pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002

32.1 Certification of the Chief Executive Officer Pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002

32.2 Certification of the Chief Financial Officer Pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002




                                       12