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:  March 31, 2004
                               --------------



___ 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  000-13754
                        ---------


                            MAXUS REALTY TRUST, INC.
                          -- -------------------------
        (Exact name of small business issuer as specified in its charter)

             Missouri                                   43-1339136
--------------------------------               -----------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

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

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


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 [ ]

State the  number of shares  outstanding  of the  Trust's  sole  class of common
equity, $1.00 par value common stock, as of May 11, 2004: 1,244,421.
                                                          ---------







                                       1
<PAGE>




                                      INDEX


                                                                            Page
PART I -     FINANCIAL INFORMATION

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

ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR
             PLAN OF OPERATION                                                 7

ITEM 3.      CONTROLS AND PROCEDURES                                          15

PART II -    OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS                                                15
ITEM 2.      CHANGES IN SECURITIES AND USE OF PROCEEDS                        15
ITEM 3.      DEFAULTS UPON SENIOR SECURITIES                                  15
ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS              15
ITEM 5.      OTHER INFORMATION                                                16
ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K                                 16

SIGNATURES                                                                    17
EXHIBIT INDEX                                                                 18










                                       2
<PAGE>




PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                            MAXUS REALTY TRUST, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                               March 31,          December 31,
                                                                                 2004                 2003
                                                                              (Unaudited)
ASSETS:
Investment property
   Land                                                                $       2,174,000           2,174,000
   Buildings and improvements                                                 30,919,000          30,891,000
   Personal property                                                           2,024,000           1,981,000
                                                                             -----------         -----------
                                                                              35,117,000          35,046,000
   Less accumulated depreciation                                              (5,942,000)         (5,601,000)
                                                                             -----------         -----------
           Total investment property, net                                     29,175,000          29,445,000


Cash                                                                             810,000             863,000
Escrows and reserves                                                             977,000             830,000
Accounts receivable                                                              382,000             388,000
Prepaid expenses and other assets                                                111,000             158,000
Deferred expenses, less accumulated amortization                                 433,000             423,000
                                                                             -----------         -----------
           Total assets                                                $      31,888,000          32,107,000
                                                                             ===========         ===========


LIABILITIES AND SHAREHOLDERS' EQUITY:

Liabilities:
   Mortgage notes payable                                              $      20,935,000          21,012,000
   Accounts payable, prepaid rent, and accrued expenses                          648,000             574,000
   Real estate taxes payable                                                     276,000             197,000
   Refundable tenant deposits                                                    142,000             130,000
                                                                             -----------         -----------
           Total liabilities                                                  22,001,000          21,913,000
                                                                             ===========         ===========

Shareholders' equity:
   Common stock, $1 par value: authorized 5,000,000 shares
      1,244,000 and 1,242,000 shares issued and outstanding
      at March 31, 2004 and December 31, 2003, respectively                    1,244,000           1,242,000
   Additional paid-in-capital                                                 17,339,000          17,309,000
   Distributions in excess of accumulated earnings                            (8,696,000)         (8,357,000)
                                                                             -----------         -----------
           Total shareholders' equity                                          9,887,000          10,194,000
                                                                             -----------         -----------
                                                                       $      31,888,000          32,107,000
                                                                             ===========         ===========
</TABLE>

See accompanying notes to consolidated financial statements.



                                       3
<PAGE>




                            MAXUS REALTY TRUST, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                                       Three Months Ended
                                                                  March 31,              March 31,
                                                                     2004                  2003
Income
Revenues:
   Rental                                                  $      1,361,000             1,413,000
   Other                                                            170,000               110,000
                                                                -----------           -----------

           Total revenues                                         1,531,000             1,523,000
                                                                -----------           -----------

Expenses:
   Depreciation and amortization                                    359,000               352,000
   Repairs and maintenance, including common
      area maintenance                                              165,000               136,000
   Real estate taxes                                                107,000               104,000
   General and administrative                                       100,000               108,000
   Utilities                                                        105,000                90,000
   Property management fees - related parties                        71,000                70,000
   Other operating expenses                                         294,000               266,000
                                                                -----------           -----------
           Total operating expenses                               1,201,000             1,126,000
                                                                -----------           -----------

           Net operating income                                     330,000               397,000
                                                                -----------           -----------

           Interest
                Interest income                                      (3,000)               (2,000)
                Interest expense                                    362,000               398,000
                                                                -----------           -----------
Income (loss) from continuing operations                            (29,000)                1,000
Income from discontinued operations                                     ---                32,000
                                                                -----------           -----------

           Net income (loss)                               $        (29,000)               33,000
                                                                ===========           ===========

Per share data (basic and diluted):
   Loss from continuing operations                         $           (.02)                  ---
   Income from discontinued operations                                  ---                   .03
                                                                -----------           -----------

           Total                                           $           (.02)                  .03
                                                                ===========           ===========

   Distributions paid in current year                      $            .25                   .25
                                                                ===========           ===========

   Weighted average shares outstanding                            1,242,000             1,230,000
                                                                ===========           ===========

</TABLE>

See accompanying notes to consolidated financial statements.







                                       4
<PAGE>



                            MAXUS REALTY TRUST, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                            Three Months Ended
                                                                                         March 31,         March 31,
                                                                                           2004              2003
Cash flows from operating activities:
   Net income (loss)                                                               $     (29,000)           33,000
   Adjustments to reconcile net income (loss) to net
     cash provided by operating activities of continuing operations:
       Income from discontinued operations:                                                  ---           (32,000)
       Depreciation and amortization                                                     359,000           352,000
       Changes in accounts affecting operations:
           Accounts receivable                                                             6,000           (12,000)
           Prepaid expenses and other assets                                              19,000            45,000
           Escrows and reserves                                                         (147,000)          (14,000)
           Accounts payable and other liabilities                                        165,000            69,000
                                                                                     -----------       -----------
               Net cash provided by operating activities of continuing operations        373,000           441,000
               Net cash provided by operating activities of discontinued operations          ---           142,000
                                                                                     -----------       -----------
               Net cash provided by operating activities                                 373,000           583,000

Cash flows from investing activities:
       Capital expenditures                                                              (71,000)          (66,000)
                                                                                     -----------       -----------
               Net cash used in investing activities of continuing operations            (71,000)          (66,000)
               Net cash used in investing activities
                    of discontinued operations                                               ---           (12,000)
                                                                                     -----------       -----------
               Net cash used in investing activities                                     (71,000)          (78,000)

Cash flows from financing activities:
       Principal payments on mortgage notes payable                                      (77,000)          (73,000)
       Issuance of common stock                                                           32,000            30,000
       Distributions paid to shareholders                                               (310,000)         (307,000)
                                                                                     -----------       -----------
               Net cash used in financing activities of continuing operations           (355,000)         (350,000)

               Net increase (decrease) in cash                                           (53,000)          155,000

Cash, beginning of period                                                                863,000            85,000
                                                                                     -----------       -----------

Cash, end of period                                                                $     810,000           240,000
                                                                                     ===========       ===========

Supplemental disclosure of cash flow information -
   cash paid during the three-month period for interest (2003 includes Atrium)     $     362,000           411,000
                                                                                     ===========       ===========

</TABLE>

See accompanying notes to consolidated financial statements






                                       5
<PAGE>



                            MAXUS REALTY TRUST, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
              THREE MONTHS ENDED MARCH 31, 2004 AND MARCH 31, 2003
                                   (UNAUDITED)

(1) Summary of Significant Accounting Policies

Refer to the financial  statements  of Maxus Realty Trust,  Inc. (the "Trust" or
"Registrant")  for the year ended December 31, 2003,  which are contained in the
Trust'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 Trust's financial  condition.
The  details  in those  notes  have not  changed  except  as a result  of normal
transactions  in the  interim.  In the opinion of  management,  all  adjustments
(which include only normal  recurring  adjustments)  necessary to present fairly
the financial  position,  results of operations and cash flows at March 31, 2004
and for all periods  presented have been made.  The results for the  three-month
period ended March 31, 2004 are not necessarily  indicative of the results which
may be expected for the entire year. The historical  financial  statements as of
December  31, 2003 and for the three month period ended March 31, 2003 have been
reclassified to present discontinued operations.

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

(2) Segment Reporting

The Trust  has two  reportable  operating  segments--apartments  and  commercial
buildings.  The Trust's  management  evaluates the  performance  of each segment
based on  profit  or loss from  operations  before  allocation  of  general  and
administrative  expenses,  unusual and  extraordinary  items, and interest.  The
accounting  policies  of the  segments  are the  same  as  those  of the  Trust.
Operations at the Atrium at Alpha  Business  Center (the "Atrium") are presented
separately in Note 3 below. The Atrium was classified as held for sale beginning
May 14, 2003 and was previously included in the commercial  segment.  The Atrium
was sold May 29, 2003.

Following is  information  for each segment for the three months ended March 31,
2004 and 2003:

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                                                    Total
                                                                                                    excluding
                                                               Commercial          Corporate        discontinued
March 31, 2004                             Apartments          buildings*          and other        operations
--------------                             ----------          ----------          ---------        ----------

Total revenues                            $ 1,297,000            234,000                 ---         1,531,000
Income (loss) from continuing operations       30,000             38,000             (97,000)          (29,000)
Capital expenditures                           71,000                ---                 ---            71,000
Depreciation and amortization                 298,000             61,000                 ---           359,000
Interest expense                              271,000             91,000                 ---           362,000

March 31, 2003
--------------

Total revenues                            $ 1,289,000            234,000                 ---         1,523,000
Income (loss) from continuing operations       76,000             32,000            (107,000)            1,000
Capital expenditures                           66,000                ---                 ---            66,000
Depreciation and amortization                 291,000             61,000                 ---           352,000
Interest expense                              307,000             91,000                 ---           398,000
</TABLE>

* Commercial buildings excludes discontinued operations at the Atrium.




                                       6
<PAGE>



(3) Property Disposition

The Trust follows the provisions of Statement of Financial  Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
144"), which addresses financial  accounting and reporting for the impairment or
disposal  of  long-lived  assets.  This  statement   supersedes  SFAS  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets To
Be Disposed of, ("SFAS 121") and establishes a single accounting model, based on
the framework  established in SFAS 121, for long-lived  assets to be disposed of
by sale.  The  Trust  has  reclassified  its  Consolidated  Balance  Sheet as of
December  31,  2003,   and  its   Consolidated   Statements  of  Operations  and
Consolidated  Statement  of Cash Flows for the three months ended March 31, 2003
in compliance  with SFAS 144 to reflect  discontinued  operations of the Atrium,
which was classified as held for sale on May 14, 2003. This reclassification has
no impact on the Trust's net income or net income per share.  This  property was
previously  included in the commercial  segment. On May 29, 2003, the Trust sold
the Atrium to an unrelated third party.  The sale resulted in a net book loss of
$26,000 and provided  approximately  $3,500,000 in net sale proceeds,  after the
payoff of the related line of credit secured by the Atrium.

Operating information for Atrium for the three-month period ended March 31, 2003
is set forth below:

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Total revenue                                       $     290,000

Depreciation and amortization                              78,000
Repairs and maintenance, including
   common area maintenance                                 57,000
Real estate taxes                                          56,000
Property management fees                                   10,000
Utilities                                                  23,000
Other                                                      20,000
                                                        ---------
     Total expenses                                       244,000
                                                        ---------

    Net operating income                                   46,000
                                                        ---------

    Interest expense                                       14,000
                                                        ---------

Net income                                           $     32,000
                                                        ---------

Net income per share                                 $       0.03
                                                        =========
</TABLE>


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

Cautionary Note Regarding Forward-Looking Statements

This section includes "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. All statements,  other than statements of historical facts, included in
this section and located  elsewhere in this Form 10-QSB  regarding the prospects
of our  industry  and our  prospects,  plans,  financial  position  and business
strategy may constitute forward-looking statements. In addition, forward-looking
statements generally can be identified by the use of forward-looking terminology
such as "may," "will," "expect,"  "intend,"  "estimate,"  "anticipate,"  "plan,"
"foresee," "believe" or "continue" or the negatives of these terms or variations
of them or  similar  terminology.  Although  we  believe  that the  expectations
reflected in these  forward-looking  statements are  reasonable,  we can give no
assurance  that these  expectations  will prove to have been  correct.  All such
forward-looking  statements are subject to certain risks and uncertainties  that
could cause actual results to differ  materially from those  contemplated by the
relevant  forward-looking  statement.  Important factors that could cause actual
results to differ materially from our expectations  include,  among others:  (i)
the ability to retain key tenants, (ii) general economic,  business,  market and
social  conditions,  (iii)  trends in the real estate  investment  market,  (iv)
projected  leasing and sales, (v)  competition,  (vi) inflation and (vii) future
prospects for the Trust.  Readers are urged to consider these factors  carefully
in evaluating the  forward-looking  statements.  All


                                       7
<PAGE>


subsequent  written and oral  forward-looking  statements  attributable to us or
persons acting on our behalf are expressly  qualified in their entirety by these
cautionary statements.  The forward-looking  statements included herein are made
only as of the date of this Form 10-QSB,  and we do not undertake any obligation
to release publicly any revisions to such forward-looking  statements to reflect
events or  circumstances  after the date hereof or to reflect the  occurrence of
unanticipated events.

CRITICAL ACCOUNTING POLICIES

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  Consolidated
Financial Statements.  The most significant  assumptions and estimates relate to
revenue  recognition,   depreciable  lives  of  investment   property,   capital
expenditures,  properties  held  for  sale,  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.  The
recognition  of scheduled  rent  increases on a  straight-line  basis results in
recognition of a receivable. Such receivable was $379,000 at March 31, 2004.

The Trust  believes this  receivable  will be  collectable  over the life of the
lease. If the lease was terminated,  the receivable could become  uncollectable.
However,  because the  receivable  represents  future cash  earnings,  the Trust
believes the risk of uncollectability is immaterial.

Investment Property Useful Lives

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

Buildings and  improvements are depreciated over their estimated useful lives of
27.5 to 40 years on a straight-line  basis.  Tenant improvements are depreciated
over the term of the  lease  on a  straight-line  basis.  Personal  property  is
depreciated  over its estimated useful life ranging from 5 to 15 years using the
straight-line method.

Capital Expenditures

For reporting  purposes,  the Trust  capitalizes all carpet,  flooring,  blinds,
appliance and HVAC replacements.  The Trust 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.  Repairs
and  maintenance  are charged to expense as incurred.  Additions and betterments
are capitalized.

Classification of Properties

The Trust is required to make  subjective  assessments  as to whether a property
should be classified  as "Held for Sale" under the  provisions of SFAS 144. SFAS
144  contains  certain  criteria  that must be met in order for a property to be
classified as held for sale, including: management commits to a plan to sell the
asset;  the asset is available for immediate sale in its present  condition;  an
active  program to locate a buyer has been  initiated;  the sale of the asset is
probable and transfer of the asset is expected to qualify for  recognition  as a
sale within one year; the asset is being  actively  marketed for sale at a price
that is reasonable in relation to its current fair value;  and actions  required
to complete the plan indicate that it is unlikely  that  significant  changes to
the plan will be made or that the plan will be withdrawn.

Management  believes that a property should not be classified as "Held for Sale"
until a contract for the sale of a property has been  executed,  all  inspection
periods have passed and any earnest deposit becomes  non-refundable and the only
pending  item to  complete  the sale is the  passage of time.  Until this point,
management believes that there may be actions required to complete the plan that
may result in changes to or  termination of the plan, and therefore


                                       8
<PAGE>

the property should not be classified as "Held for Sale" under SFAS 144.

Impairment of Investment Property Values

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

The Trust  follows  the  provisions  of SFAS No.  144.  The Trust  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
may exist 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
an  indicator  of  possible  impairment  exists,  a property  is  evaluated  for
impairment by a comparison of the carrying amount of a property to the estimated
undiscounted future cash flows expected to be generated by the property.  If the
carrying  amount of a property  exceeds  its  estimated  future cash flows on an
undiscounted  basis,  an impairment  charge is recognized by the amount by which
the  carrying  amount of the  property  exceeds the fair value of the  property.
Management   estimates  fair  value  of  its   properties   based  on  projected
undiscounted  cash flows using a discount  rate  determined  by management to be
commensurate with the risk inherent in the Trust.

DESCRIPTION OF BUSINESS

OVERVIEW

The Trust  operates  rental  real  estate in two key  segments,  apartments  and
commercial.  The Trust  currently  operates five apartment  communities  and one
commercial  building.  Cash is  primarily  generated  in each segment by renting
space to  tenants,  or  securing  loans with the  Trust'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  outstanding  loans  or  to  pay  cash   distributions  to
shareholders.  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 in
the  apartment  sector  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.  The commercial contract provides for
the tenant to pay  operating  expenses,  excluding  a portion of the real estate
taxes and  insurance.  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  segment is sensitive to extremely low interest  rates,
which tend to increase home ownership and decrease  apartment  occupancy  rates.
The apartment segment 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.  The
lease  with  the  commercial  tenant,  which  occupies  100%  of the  commercial
property,  is not as sensitive to general economic conditions,  but is sensitive
to the success of the tenant in their business.

Economic  trends appear to indicate  that  interest  rates have bottomed out and
will begin to slowly  rise at some point in the  future.  It also  appears  that
unemployment rates are beginning to decline,  with job growth beginning to rise.
If this is correct and if the trend continues, the Trust should be able to begin
reducing  concessions,  raising  rental rates and  increasing  occupancy,  which
should  improve  revenues.  Variable  operating  expenses  would  also  tend  to
increase, but fixed expense coverage would improve.

The Trust invests in income-producing real properties,  primarily apartments and
commercial  buildings.  As of March 31, 2004 the Trust's  portfolio is comprised
of:

                                       9
<PAGE>

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                       SQUARE
                                        FEET/
PROPERTY                              # UNITS             TYPE           LOCATION              PURCHASE DATE

ACI Worldwide, Inc. (formerly          70,000        Single Tenant       Omaha, NE             January, 1986
Applied Communications, Inc.)                        Office
("ACI")


Forest Park Apartments                    110        Apartments          Kansas City, MO       August, 2000
("Forest Park")
(f.k.a. North Winn)

King's Court Apartments                    82        Apartments          Olathe, KS            August, 2001
("King's Court")

Chalet Apartments - I and II              234        Apartments          Topeka, KS            September, 2001
("Chalet")

The Landings Apartments                   154        Apartments          Little Rock, AR       September, 2001
(the "Landings")

Barrington Hills Apartments               232        Apartments          Little Rock, AR       November, 2001
("Barrington Hills")

</TABLE>

ACI, Forest Park, the Landings,  King's Court,  Chalet and Barrington  Hills are
owned by the following  limited  liability  companies that are directly owned by
the Registrant: ACI Financing, L.L.C., North Winn Acquisition,  L.L.C., Landings
Acquisition,   L.L.C.,  King's  Court/Terrace  Acquisition,   L.L.C.,  Chalet  I
Acquisition,   L.L.C.,  Chalet  II  Acquisition,  L.L.C.  and  Barrington  Hills
Acquisition, L.L.C.

Maxus  Properties,  Inc.,  an affiliate  of the  Registrant,  provides  property
management services for each of the Trust's real properties.

LIQUIDITY AND CAPITAL RESOURCES

Cash as of March 31, 2004 was  $810,000,  a decrease of $53,000 from the balance
of  $863,000 at December  31,  2003.  Escrows and  reserves  were  $977,000  and
$830,000 at March 31, 2004 and December 31, 2003,  respectively,  held in escrow
and reserves by various  lenders,  which are not readily  available  for current
disbursement. Net cash provided by operating activities of continuing operations
decreased  $68,000 to $373,000  for the quarter  ended March 31, 2004  primarily
because of decreased net income from  continuing  operations  in 2004.  Net cash
used in investing activities of continuing operations was $71,000,  comprised of
capital  expenditures.  The  largest  expenditures  included  $32,000 of capital
replacements at all properties  combined,  along with  approximately  $18,000 on
roofs at King's  Court.  Net cash used in  financing  activities  of  continuing
operations was $355,000 of which  distributions  were paid totaling $310,000 and
cash was provided by issuance of common stock for $32,000.

Management  believes  the Trust's  current  cash  position  and the  properties'
ability to generate  operating and financing  cash flows should enable the Trust
to fund  anticipated  operating  and  capital  expenditures  in 2004.  Projected
capital expenditures of approximately  $270,000,  are planned in 2004, primarily
for roofs,  HVAC and plumbing and  painting  projects,  with the majority of the
expenditures  expected to be reimbursed  from reserves held by lenders.  Capital
replacements of  approximately  $245,000 are also expected to be reimbursed from
reserves held by lenders.  Except for the items  mentioned,  management does not
anticipate any material  capital  operating  expenditures at any one property in
2004.  However,  the Trust  will  continue  to  evaluate  opportunities  for the
acquisition of investment properties and may incur material capital expenditures
in connection with these acquisition opportunities.

Management  does not  believe  the risk of  changes  in  operations  that  would
adversely  impact cash flow from  operating  activities  is a material  risk. As
leases expire,  they are expected to be replaced or renewed in the normal course
of business over a reasonable period of time.



                                       10
<PAGE>



The Board of  Trustees  voted to approve  the  listing of the Atrium and the ACI
Building,  and  subsequently  a  listing  agreement  was  entered  into for each
property.  The Atrium was sold in May 2003. On April 28, 2004 a contract for the
sale of the ACI Building was entered  into.  This  contract is described in more
detail under the caption "Subsequent Events."

Contractual Obligations and Commercial Commitments
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                               Balance at               Interest                      Due
                             March 31, 2004               Rate

ACI                             4,159,000                 8.63%                  August 1, 2010

Forest Park                     1,886,000                 4.91%                  September 1, 2007

Chalet I                        3,971,000                 6.59%                  October 1, 2008

Chalet II                       1,499,000                 6.535%                 October 1, 2008

The Landings                    3,710,000                 7.66%                  September 1, 2007

Barrington Hills                5,710,000                 6.035%                 July 1, 2029
                              -----------

Total                       $  20,935,000
                              ===========
</TABLE>


Reference is also made to Note 2 of Notes to Financial  Statements  incorporated
by reference in the Trust's  Annual Report on Form 10-KSB for a  description  of
mortgage indebtedness secured by the Trust's real property investments.

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.

RESULTS OF OPERATIONS

The results of operations for the Trust's  properties for the three months ended
March 31, 2004 and 2003 are detailed below.

Funds from Operations

The white paper on Funds from  Operations  approved by the board of governors of
NAREIT  defines  Funds  from  Operations  as  net  income  (loss)  (computed  in
accordance with GAAP), excluding gains (or losses) from sales of property,  plus
property  related  depreciation  and  amortization,  and after  adjustments  for
unconsolidated partnerships and joint ventures.

Adjustments for unconsolidated partnerships and joint ventures are calculated to
reflect Funds from Operations on the same basis. In 1999,  NAREIT  clarified the
definition of Funds from Operations to include  non-recurring events, except for
those that are defined as "extraordinary  items" under GAAP and gains and losses
from sales of depreciable  operating  property.  In 2002,  NAREIT clarified that
Funds  from  Operations  related  to  assets  held for sale,  sold or  otherwise
transferred and included in results of discontinued  operations  should continue
to be included in consolidated Funds from Operations.

The Trust  computes  Funds from  Operations  in accordance  with the  guidelines
established  by the white  paper,  which may  differ  from the  methodology  for
calculating  Funds  from  Operations   utilized  by  other  equity  REITs,  and,
accordingly, may not be comparable to such other REITs. Funds from Operations do
not represent  amounts  available for management's  discretionary use because of
needed capital replacement or expansion, debt service obligations, distributions
or other  commitments and  uncertainties.  Funds from  Operations  should not be
considered


                                       11
<PAGE>

as an  alternative  to net income  (determined  in  accordance  with GAAP) as an
indication of the Trust's financial  performance or to cash flows from operating
activities  (determined  in  accordance  with GAAP) as a measure of the  Trust's
liquidity,  nor is it  indicative  of funds  available  to fund the Trust's cash
needs including its ability to make distributions. The Trust believes Funds from
Operations is helpful to investors as a measure of the  performance of the Trust
because,  along with cash flows from operating activities,  financing activities
and investing  activities,  it provides  investors with an  understanding of the
ability of the Trust to incur and service debt and make capital expenditures. In
the table below, revenue, expenses, net income and property related depreciation
and  amortization  were  determined  in  accordance  with GAAP.  The addition of
property  related  depreciation  and amortization to net income results in Funds
from Operations, which is not determined in accordance with GAAP.


<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                         Three Months Ended
                                                      March 31,        March 31,
                                                        2004             2003

       Net income (loss)                              (29,000)          33,000

       Property related depreciation
          and amortization (1)                        342,000          408,000
       Funds from operations                        ---------        ---------
                                                 $    313,000          441,000
                                                    =========        =========
</TABLE>


(1) For the three months ended March 31, 2003  depreciation  and amortization of
the Atrium of $78,000 is included in this amount.

Occupancy

The occupancy levels at March 31 were as follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                 OCCUPANCY LEVELS AT MARCH 31,
                                                     2004          2003

         The Atrium                                   N/A           71%
         ACI                                         100%          100%
         Forest Park                                  88%           95%
         King's Court                                 94%           98%
         Chalet                                       99%           91%
         The Landings                                 97%           95%
         Barrington Hills                             97%           98%
</TABLE>

The Atrium was sold May 29, 2003.

The ACI building has a single tenant, which has occupied the building throughout
2004. The lease expires in August 2008.

In 2002 the parent  company  of the  single  tenant  restated  its  consolidated
financial  statements.  In  connection  with the  restatement  of its  financial
statements,  class action  lawsuits  have been  publicly  announced  against the
parent company and certain of its former and present officers and directors. The
lawsuits allege violations of securities laws on the grounds that certain of the
parent  company's  Exchange  Act reports  and press  releases  contained  untrue
statements of material  facts,  or omitted to state facts  necessary to make the
statements  therein not  misleading.  Derivative  action lawsuits have also been
filed on behalf  of the  parent  company  against  certain  named  officers  and
directors of the parent company.  The parent company has publicly  reported that
if it were  to lose  any of  these  lawsuits  or if they  were  not  settled  on
favorable  terms,  the judgment or settlement may have a material adverse effect
on the parent company's consolidated  financial position,  results of operations
and cash flows. The Trust is monitoring this litigation  closely,  but is unable
at this time to determine  what impact,  if any, these lawsuits will have on the
tenant's ability to meet its payment obligations under its lease with the Trust.
The balance of the  receivable  due from ACI to the Trust was  $379,000 at March
31,  2004,   comprised  of   recognition   of  scheduled  rent  increases  on  a
straight-line  basis.  The  Securities  and Exchange  Commission  had previously
issued a formal order of private  investigation  of the parent company,  then on
April 14, 2004 the parent company issued a press release  announcing that it had
received a letter from the Securities and Exchange investigation indicating that
they had terminated their  investigation and that no enforcement action had been
recommended.


                                       12
<PAGE>


Forest  Park ended the first  quarter  of 3004 at 88%  occupancy.  The  Northern
Kansas City,  Missouri market conditions  continue to show heavy concessions and
average  occupancy  of 90%.  King's Court  occupancy  was 94% at March 31, 2004.
Olathe,  Kansas  area  markets  continue  to have  average  occupancy  rates  of
mid-to-high  80% range.  Occupancy  rates in the Topeka,  Kansas market averaged
approximately  90% for 2003,  however,  concessions in the market are extensive.
Chalet,  which is located in Topeka,  ended the  quarter at 99%  occupied,  with
concessions being eliminated rapidly. The Landings and Barrington Hills are both
located in Little Rock, Arkansas, where the market occupancy rates are currently
in the mid 90% range.  The Landings and Barrington Hills had occupancy of 97% on
March 31, 2004. Concessions in the Little Rock area have not been as significant
as some other parts of the country.

Comparison of Consolidated Results From Continuing Operations

For the  three-month  period  ended  March  31,  2004 the  Trust's  consolidated
revenues from continuing  operations were $1,531,000.  Revenues increased $8,000
(0.5%) from the period ended March 31, 2003.

For the  three-month  period ended March 31, 2004 and March 31, 2003 the Trust's
consolidated  operating expenses from continuing  operations were $1,201,000 and
$1,126,000,  respectively.  Expenses increased $75,000 (6.7%) as compared to the
period ended March 31, 2003. The increase in consolidated operating expenses for
the  three-month  period is  attributable  to a $57,000  increase in repairs and
maintenance and other operating expenses.

The net loss from  continuing  operations for the three month period ended March
31, 2004 was ($29,000) or ($.02) per share.  The net income for the  three-month
period ended March 31, 2003 was $1,000 ($.00) per share.

Comparison of Results from Continuing Operations by Segment

For the  three-month  period  ended  March 31,  2004,  revenues  for the Trust's
Commercial  Building  Segment were  consistent  with prior year  (excluding  the
Atrium), and expenses decreased by $6,000.

For the  three-month  period ended March 31, 2004,  revenues for the  Apartments
Segment increased $8,000 (0.5%) from the period ended March 31, 2003.

For the three and nine month  periods  ended March 31,  2004,  expenses  for the
Apartments Segment increased $54,000 (4.1%),  primarily as a result of increased
repairs and  maintenance,  other  operating  expenses and  utilities of $86,000,
offset by a decrease in interest expense of $36,000.

MARKET RISK

The Trust has  considered  the provision of Financial  Reporting  Release No. 48
"Disclosure of Accounting  Policies for  Derivative  Financial  Instruments  and
Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative
Information  about Market Risk  Inherent in  Derivative  Financial  Instruments,
Other Financial Instruments and Derivative Commodity Instruments". The Trust had
no holdings of derivative financial or commodity instruments at March 31, 2004.

The Trust does not believe  that it has any material  exposure to interest  rate
risk.  The debt on the ACI  building is at a fixed rated of 8.63% and matures in
2010;  the debt on the Landings is at a fixed rate of 7.66% and matures in 2007;
the debt on Chalet is at fixed  rates of 6.59% and 6.535%  and  matures in 2008;
and the debt on  Barrington  Hills is at a fixed rate of 6.035%,  is repriced in
2009 and matures in 2029.  The debt on Forest  Park is  variable  and matures in
2007.  The  current  interest  rate on Forest  Park is 4.91%.  A 100 basis point
increase in the variable rate debt on an annual basis would impact net income by
approximately $19,000.

INFLATION

The  effects  of  inflation  did not have a  material  impact  upon the  Trust's
operations in the period ended March 31, 2004, or in fiscal 2003.


                                       13
<PAGE>


SUBSEQUENT EVENTS

Sale of the ACI Building

On April 28,  2004,  ACI  Financing,  L.L.C.,  a  subsidiary  of the Trust ("ACI
Financing"),  entered  into a  contract  to sell  the ACI  Building,  an  office
building located in Omaha, Nebraska (the "ACI Building"),  to an unrelated third
party, DBSI Housing Inc., an Idaho corporation ("DBSI"). The sale price is Eight
Million Two Hundred Two Thousand Five Hundred  Dollars  ($8,202,500)  before the
brokerage commission and other standard closing costs. Pursuant to the contract,
at the closing DBSI will assume the existing  loan secured by the ACI  Building,
which has an  outstanding  balance of  approximately  $4.1  million,  as partial
payment of the sale price.

The sale is subject to certain  standard closing  conditions,  including but not
limited  to (i) a 60 day due  diligence  review  period,  (ii)  ACI  Financing's
delivery of a satisfactory title commitment and survey and (iii) lender approval
of DBSI's assumption of the existing loan secured by the ACI Building.

Conversion to UPREIT Structure

The Board of Trustees  previously  approved a plan to restructure  the manner in
which the Trust holds its assets,  by converting to what is commonly referred to
as an umbrella  partnership  REIT, or UPREIT,  structure.  The Board of Trustees
determined that the UPREIT  restructuring did not require shareholder  approval.
To effect the UPREIT  restructuring,  the Trust formed Maxus  Operating  Limited
Partnership,  a  Delaware  limited  partnership  ("MOLP"),  to which  the  Trust
contributed all of its assets, in exchange for a 99.999% partnership interest in
MOLP and the assumption by MOLP of all of the Trust's liabilities. The Trust now
conducts and intends to continue to conduct all of its activities  through MOLP.
Maxus Realty GP, Inc., a Delaware corporation that is wholly owned by the Trust,
is the sole general  partner of MOLP and has a 0.001%  interest in MOLP. As sole
general partner of MOLP, Maxus Realty GP, Inc. will generally have the exclusive
power under the  partnership  agreement  to manage and  conduct the  business of
MOLP,  subject to certain  limited  approval  and voting  rights of the  limited
partners.

Pursuant  to  MOLP's  limited  partnership  agreement,  MOLP may  issue  limited
partnership operating units (and corresponding limited partnership interests) in
return for cash or other property that is  contributed to MOLP.  Holders of MOLP
limited  partnership  operating  units may redeem  the units (and  corresponding
limited partnership  interests) in return for the issuance of the Trust's common
stock or cash, at the Trust's election, after a one (1) year holding period. The
Trust  anticipates  that the UPREIT  structure will enable it to make additional
acquisition of properties from  tax-motivated  sellers.  As an UPREIT, the Trust
believes that MOLP will be able to issue limited partnership  operating units to
tax-motivated  sellers who contribute properties to MOLP, thereby enabling those
sellers to realize certain tax benefits that would be unavailable to them if the
Trust  purchased those  properties  directly for cash or common stock. A copy of
MOLP's  limited  partnership  agreement  is  attached as an exhibit to this Form
10-QSB.

Acquisition of The Terrace Apartments

On April 30, 2004, the Trust, through one of the Trust's subsidiaries,  acquired
The  Terrace  Apartments  in  the  transaction   described  below.  The  Terrace
Apartments  are  located in Olathe,  Kansas and  contain  eighty-four  apartment
units.

On December 22, 2003, Terrace Acquisition, L.P. (the "Partnership") entered into
an Agreement and Plan of Merger with Kings Court/Terrace Acquisition,  L.L.C., a
Missouri limited liability company ("Kings Court").  Kings Court is wholly owned
by MOLP,  which in turn is owned by the  Trust.  Under the  terms of the  merger
agreement,  Kings Court was the surviving entity which  effectively  resulted in
Kings  Court  succeeding  to  the  ownership  of  The  Terrace  Apartments,  the
Partnership's sole asset.

In consideration for the merger, the Trust:

         Issued  5,455  MOLP  limited  partnership  operating  units  valued  at
approximately $65,460 to certain of the Partnership's limited partners electing
to receive units and qualifying as accredited investors under the Securities Act
of 1933, as amended, and

                                       14
<PAGE>

         Made cash payments totaling approximately $172,000 to the Partnership's
limited partners from the Trust's available cash reserves.

         Assumed  a   mortgage   loan   of  approximately   $1,650,000  and  the
Partnership's   other   liabilities   valued  for  purposes  of  the  merger  at
approximately $28,000.

The consideration  paid was based on a 2003 third party appraisal of The Terrace
Apartments.  David L. Johnson,  recently  elected as one of the Trust's trustees
and  beneficial  owner of more than 10% of the  Trust's  issued and  outstanding
common stock, is the principal owner and President of DLJ Enterprises, Inc., the
general partner of the Partnership, and is the primary equity owner of a limited
partner of the Partnership  owning  approximately  18% of the  Partnership.  DLJ
Enterprises,  Inc. received a brokerage commission of $72,000 in connection with
the closing of the  transaction in  the form of 6,000 MOLP  limited  partnership
operating units.

ITEM 3:  CONTROLS AND PROCEDURES

An evaluation was performed with the participation of our management,  including
the  principal   executive  officer  and  principal  financial  officer  of  the
Registrant's,  of the effectiveness of the Registrant's  disclosure controls and
procedures  (as such terms are defined in Rule  13a-15(e)  and  15d-15(e) of the
Exchange Act). Based on that evaluation, the Registrant's management,  including
the  principal   executive  officer  and  principal  financial  officer  of  the
Registrant's, concluded that the Registrant's disclosure controls and procedures
were  designed to be and were adequate and effective as of the end of the fiscal
2003 year to reasonably ensure that information  required to be disclosed by the
Registrant  in the  reports  that the  Registrant  files or  submits  under  the
Exchange Act are recorded,  processed,  summarized and reported, within the time
periods specified in the SEC's rules and forms.

It should  be noted  that any  system of  disclosure  controls  and  procedures,
however  well  designed  and  operated,  can provide  only  reasonable,  and not
absolute,  assurance that the objectives of the system are met. In addition, the
design of any system of disclosure controls and procedures is based in part upon
assumptions  about the likelihood of future  events.  Because of these and other
inherent  limitations  of any such system,  there can be no  assurance  that any
design will always  succeed in achieving  its stated  goals under all  potential
future conditions, regardless of how remote.


PART II    OTHER INFORMATION


ITEM 1.    LEGAL PROCEEDINGS

           None


ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

           None


ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

           None


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

           On  May  11, 2004, the Trust held its Annual Meeting of Shareholders.
           At the meeting the shareholders elected seven trustees to hold office
           until  the  next  Annual  Meeting  of  Shareholders  and  until their
           successors are elected and qualify.


                                       15
<PAGE>


           The following  individuals were the nominees of management voted upon
           and elected  as  trustees  by the  shareholders  of the  Trust at the
           meeting: Monte McDowell,  Danley K. Sheldon, Jose Evans, Kevan Acord,
           David L. Johnson,  Chris  Garlich and W. Robert  Kohorst.  There were
           958,025 votes "for" Mr. McDowell and 10,975 votes  "withheld."  There
           were 958,025  votes "for" Mr.  Sheldon and 10,975  votes  "withheld."
           There were 958,225 votes "for" Mr. Evans and 10,775 votes "withheld."
           There were 958,225 votes "for" Mr. Acord and 10,775 votes "withheld."
           There  were  948,775  votes  "for"  Mr.   Johnson  and  20,225  votes
           "withheld."  There were  958,225  votes "for" Mr.  Garlich and 10,975
           votes  "withheld."  There were  958,225  votes "for" Mr.  Kohorst and
           10,775 votes "withheld."


 ITEM 5.   OTHER INFORMATION

           (a) On May 11,  2004,  the Board of Trustees of the Trust  declared a
               cash dividend of $0.25 per share payable to the holders of record
               on May 31, 2004 of the Trust's $1.00 par value, common stock. The
               Board  anticipates  that  the  dividend  will be paid on June 21,
               2004. The Trust's Board of Trustees intends, subject to continued
               performance and  availability  of sufficient  funds, to declare a
               $.25 per share cash dividend  each quarter,  at least in the near
               future.

           (b) On May 11, 2004, the Board of Trustees established the Nominating
               Committee and adopted a charter for the Nominating Committee. The
               purpose of the Nominating  Committee is to identify and recommend
               individuals  to the Board for nomination as members of the Board.
               The Board elected Messrs.  Acord, Evans,  McDowell,  and Kohorst,
               all of whom are independent  directors within the meaning of NASD
               listing  standards,  to serve on the  Nominating  Committee.  The
               Nominating   Committee   Charter  provides  that  the  Nominating
               Committee  will establish  policies and procedures  regarding the
               trustee nominating  process,  including  consideration of trustee
               candidates    recommended   by   shareholders   of   the   Trust,
               qualification  criteria  to be  considered  and the  process  for
               identifying and evaluating candidates.

          (c)  On May 11,  2004,  at the  Registrant's  annual Board of Trustees
               meeting,  David L.  Johnson  was  appointed  as the  Registrant's
               President  and Chief  Executive  Officer,  and John W.  Alvey was
               appointed as the  Registrant's  Chief  Financial  and  Accounting
               Officer.  Danley K. Sheldon was not  reelected  as President  and
               Chief Executive Officer,  but, as indicated above, was re-elected
               as a trustee.


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

           (a) Exhibits

               See Exhibits Index on Page 18


           (b) Reports on Form 8-K

               None

               On May 4, 2004,  the Trust  filed a Form 8-K (Item 5)  announcing
               that one of its  subsidiaries had entered into a contract to sell
               the  ACI  Building  on  April  28,  2004  and  that  one  of  its
               subsidiaries  had  acquired The Terrace  Apartments  on April 30,
               2004. (File Number 000-13754.)






                                       16
<PAGE>



SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
there unto duly authorized.

                                          MAXUS REALTY TRUST, INC.

Date: May 11, 2004                   By:  /s/ Danley K. Sheldon
                                          ---------------------
                                          Danley K. Sheldon
                                          President and Chief Executive Officer
                                          Trustee

Date: May 11, 2004                   By:  /s/ John W. Alvey
                                          ------------------
                                          John W. Alvey
                                          Vice President
                                          Chief Financial and Accounting Officer













                                       17
<PAGE>




EXHIBIT INDEX

Exhibit
Number            Description

3.1               Articles of Incorporation dated June 12, 1984, as amended, are
                  incorporated  by  reference to Exhibit 3.1 to the Registrant's
                  Quarterly  Report on Form 10-Q for the quarter ended March 31,
                  2000, as  filed  pursuant  to Rule 13a-13 under the Securities
                  Exchange Act of 1934 (File No. 000-13754).

3.2               Bylaws  of  the  Registrant,  as amended,  are incorporated by
                  reference  to  Exhibit  3.2,  to  the  Registrant's  Quarterly
                  Report  on  Form  10-QSB for the quarter  ended June 30, 2003,
                  as  filed  pursuant  to  Rule  13a-13  under  the   Securities
                  Exchange Act of 1934 (File No. 0000-13754).

10.1              First  Amended and Restated  Agreement of Limited  Partnership
                  of Maxus  Operating  Limited  Partnership  dated as of October
                  15, 2003.

10.2              Management Agreement  for  King's  Court/Terrace  Acquisition,
                  LLC dated April 15, 2004 by and  between  King's Court/Terrace
                  Acquisition, LLC and Maxus Properties, Inc.

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.



                                       18