Exhibit 3.1



                            ARTICLES OF INCORPORATION
                                       OF
                            MAXUS REALTY TRUST, INC.

                        (As amended through May 10, 2005)


     The undersigned natural person of the age of eighteen years or more for the
purpose of forming a corporation under The General and Business  Corporation Law
of Missouri adopts the following Articles of Incorporation:

                                  ARTICLE ONE

     The name of the corporation is "Maxus Realty Trust, Inc."

                                  ARTICLE TWO

     The address of the corporation's initial registered office in this state is
7701 Forsyth  Boulevard,  St. Louis,  Missouri 63105 and the name of its initial
agent at such address is Gregory J. Nooney, Jr.

                                 ARTICLE THREE

     The aggregate  number of shares which the corporation  shall have authority
to issue is (i) Five  Million  shares  (5,000,000)  of Common Stock all of which
shall  have a par  value of one  Dollar  ($1.00)  per  share,  amounting  in the
aggregate to Five Million Dollars  ($5,000,000.00)  and (ii) Five Million shares
(5,000,000) of Preferred  Stock, all of which shall have a par value of one Cent
($0.01)  per  share,  amounting  in the  aggregate  to  Fifty  Thousand  Dollars
($50,000.00).  The Preferred  Stock, or any class or any series  thereof,  shall
have  such  powers,  designations,   preferences  and  relative,  participating,
optional  or  other  rights,  if  any,  or the  qualifications,  limitations  or
restrictions  thereof,  if any, as shall be provided  for in the  resolution  or
resolutions  adopted by the Board of  Trustees  and may be made  dependent  upon
facts  ascertainable  outside such  resolution or resolutions  providing for the
issue of such stock  adopted by the Board of Trustees,  provided that the matter
in which  such  facts  shall  operate  upon  the  voting  powers,  designations,
preferences,  rights and  qualifications,  limitations or  restrictions  of such
class or series of stock is clearly and expressly set forth in the resolution or
resolutions  providing  for the  issue of such  stock  adopted  by the  Board of
Trustees.

                                  ARTICLE FOUR

     No stock or other  security of the  corporation  shall carry with it and no
owner of any share or shares of stock or other  security  or  securities  of the
corporation   shall  be  entitled  to  any  preferential  or  pre-emptive  right
whatsoever to acquire additional shares of stock or of any other security of the
corporation.

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                                  ARTICLE FIVE

     The name and address of the incorporator is:

     Connie B. Walsh
     500 N. Broadway
     Suite 2000
     St. Louis, Missouri 63102

                                  ARTICLE SIX

     The number of directors to constitute the first board of directors is nine.
Thereafter, the number of directors shall be fixed by, or in the manner provided
in the bylaws.  Any changes in the number will be reported to the  Secretary  of
State within thirty calendar days of such change.

                                 ARTICLE SEVEN

     The duration of the corporation is perpetual.

                                 ARTICLE EIGHT

     The Corporation is formed for the following purposes:

     1. To acquire, own, finance,  develop,  improve,  lease,  operate,  manage,
dispose of, sell,  liquidate and  otherwise  invest in and deal with real estate
primarily consisting of income-producing property.

     2.  To  engage  in any  lawful  activity  for  which a  corporation  may be
organized under The General and Business Corporation Law of Missouri.

                                  ARTICLE NINE

     The  board of  directors  is  expressly  authorized  to make and  adopt the
original  bylaws of the  corporation.  Such  bylaws may be  altered,  amended or
repealed or new bylaws may be adopted in lieu thereof by the affirmative vote of
a majority of the shares  issued and  outstanding  and entitled to vote thereon;
provided,  however,  that the board of  directors  may  amend the  bylaws of the
corporation  without  the vote or consent of the  shareholders  in the event the
board  of  directors   deems  such  necessary  to  conform  the  bylaws  to  the
requirements of the Internal  Revenue Code of 1954, as amended,  with respect to
real estate investment trusts, to applicable state or federal securities laws or
to other applicable state or federal laws or regulations.