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    June 30, 2003
                              -----------------



         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
                                ----------------
                (Trust's telephone number, including area code)


State the  number of shares  outstanding  of the  Trust's  sole  class of common
equity, $1.00 par value common stock, as of August 1, 2003: 1,235,923.





                                       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 OF RESULTS
             OF OPERATIONS                                                     9

ITEM 3.      CONTROLS AND PROCEDURES                                          17

PART II -    OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS                                                17
ITEM 2.      CHANGES IN SECURITIES                                            17
ITEM 3.      DEFAULTS UPON SENIOR SECURITIES                                  17
ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS              17
ITEM 5.      OTHER INFORMATION                                                18
ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K                                 18

SIGNATURES                                                                    19
EXHIBIT INDEX                                                                 20




                                       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>
                                                                                June 30,         December 31,
                                                                                  2003               2002
                                                                              (Unaudited)
ASSETS:
Investment property
   Land                                                                $       2,174,000           2,174,000
   Buildings and improvements                                                 30,767,000          30,698,000
   Personal property                                                           1,905,000           1,795,000
                                                                             -----------         -----------
                                                                              34,846,000          34,667,000
   Less accumulated depreciation                                              (4,935,000)         (4,269,000)
                                                                             -----------         -----------
           Total investment property, net                                     29,911,000          30,398,000


Cash                                                                           3,379,000              85,000
Escrows and reserves                                                             885,000             885,000
Accounts receivable                                                              412,000             388,000
Prepaid expenses and other assets                                                240,000             224,000
Deferred expenses, less accumulated amortization                                 488,000             525,000
                                                                             -----------         -----------
           Total                                                              35,315,000          32,505,000
   Assets of property held for sale - discontinued operations                      9,000           4,978,000
                                                                             -----------         -----------
           Total assets                                                $      35,324,000          37,483,000
                                                                             ===========         ===========


LIABILITIES AND SHAREHOLDERS' EQUITY:

Liabilities:
   Mortgage notes payable                                                 $   23,366,000          23,510,000
   Accounts payable, prepaid rent, and accrued expenses                          565,000             530,000
   Real estate taxes payable                                                     317,000             222,000
   Refundable tenant deposits                                                    151,000             160,000
                                                                             -----------         -----------
           Total                                                              24,399,000          24,422,000
   Liabilities of property held for sale - discontinued operations                11,000           1,556,000
                                                                             -----------         -----------
           Total liabilities                                                  24,410,000          25,978,000
Shareholders' equity:
   Common stock, $1 par value: authorized 5,000,000 shares
      1,236,000 and 1,230,000 shares issued and outstanding
      at June 30, 2003 and December 31, 2002, respectively                     1,236,000           1,230,000
   Additional paid-in-capital                                                 17,249,000          17,194,000
   Distributions in excess of accumulated earnings                            (7,571,000)         (6,919,000)
                                                                            ------------         -----------
           Total shareholders' equity                                         10,914,000          11,505,000
                                                                            ------------         -----------
                                                                          $   35,324,000          37,483,000
                                                                            ============         ===========
See accompanying notes to consolidated financial statements.
</TABLE>



                                       3
<PAGE>

                            MAXUS REALTY TRUST, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                      Three Months Ended                   Six Months Ended
                                                     June 30,      June 30,              June 30,      June 30,
                                                       2003          2002                  2003          2002
Income
Revenues:
   Rental                                      $     1,373,000    1,379,000             2,786,000     2,764,000
   Other                                               143,000       81,000               253,000       230,000
                                                    ----------    ---------            ----------    ----------

           Total revenues                            1,516,000    1,460,000             3,039,000     2,994,000
                                                    ----------    ---------            ----------    ----------
Expenses:
   Depreciation and amortization                       351,000      361,000               703,000       694,000
   Repairs and maintenance, including common
      area maintenance                                 182,000      221,000               318,000       397,000
   Real estate taxes                                   112,000      107,000               217,000       206,000
   General and administrative                           45,000       55,000               153,000       147,000
   Utilities                                            87,000       78,000               177,000       170,000
   Property management fees - related parties           70,000       82,000               139,000       149,000
   Other operating expenses                            306,000      235,000               572,000       452,000
                                                    ----------    ---------            ----------    ----------
           Total operating expenses                  1,153,000    1,139,000             2,279,000     2,215,000
                                                    ----------    ---------            ----------    ----------

           Net operating income                        363,000      321,000               760,000       779,000
                                                    ----------    ---------            ----------    ----------

           Interest
                Interest income                         (1,000)      (3,000)               (3,000)       (6,000)
                Interest expense                       399,000      399,000               798,000       800,000
                                                    ----------    ---------            ----------    ----------
   Loss from continuing operations                     (35,000)     (75,000)              (35,000)      (15,000)
   Income (loss) from discontinued operations
     including loss on disposal of $26,000 in 2003     (35,000)      85,000                (2,000)      130,000
                                                    ----------    ---------            ----------    ----------

           Net income (loss)                   $       (70,000)      10,000               (37,000)      115,000
                                                    ==========    =========            ==========    ==========

Per share data (basic and diluted):
   Loss from continuing operations             $          (.03)        (.06)                 (.03)         (.01)
   Income (loss) from discontinued operations             (.03)         .07                   ---           .10
                                                    ----------    ---------            ----------    ----------

           Total                               $          (.06)         .01                  (.03)          .09
                                                    ==========    =========            ==========    ==========

    Distributions paid in current year         $           .25          .25                   .50           .50
                                                    ==========    =========            ==========    ==========

   Weighted average shares outstanding               1,233,000    1,222,000             1,232,000     1,221,000
                                                    ==========    =========            ==========    ==========
</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>
                                                                                               Six Months Ended
                                                                                          June 30,         June 30,
                                                                                           2003              2002
Cash flows from operating activities:
   Net income (loss)                                                               $     (37,000)          115,000
   Adjustments to reconcile net income (loss) to net
     cash provided by operating activities of continuing operations:
       (Income) loss from discontinued operations:                                         2,000          (130,000)
       Depreciation and amortization                                                     703,000           686,000
       Changes in accounts affecting operations:
           Accounts receivable                                                           (24,000)          (12,000)
           Prepaid expenses and other assets                                             (16,000)           54,000
           Escrows and reserves                                                              ---          (404,000)
           Accounts payable and other liabilities                                        121,000            40,000
                                                                                      ----------         ---------
               Net cash provided by operating activities of continuing operations        749,000           349,000
               Net cash provided by operating activities of discontinued operations       20,000           255,000
                                                                                      ----------         ---------
               Net cash provided by operating activities                                 769,000           604,000

Cash flows from investing activities:
       Capital expenditures                                                             (179,000)         (289,000)
                                                                                      ----------         ---------
               Net cash used in investing activities of continuing operations           (179,000)         (289,000)
               Net cash provided by (used in) investing activities
                    of discontinued operations                                         4,787,000           (50,000)
                                                                                      ----------         ---------
               Net cash provided by (used in) investing activities                     4,608,000          (339,000)

Cash flows from financing activities:
       Principal payments on mortgage notes payable                                     (144,000)         (137,000)
       Issuance of common stock                                                           61,000            55,000
       Distributions paid to shareholders                                               (615,000)         (610,000)
                                                                                      ----------         ---------
               Net cash used in financing activities of continuing operations           (698,000)         (692,000)
               Net cash provided by (used in) financing activities
                    of discontinued operations                                        (1,385,000)          227,000
                                                                                      ----------         ---------
               Net cash used in financing activities                                  (2,083,000)         (465,000)

               Net increase (decrease) in cash                                         3,294,000          (200,000)

Cash, beginning of period                                                                 85,000           200,000
                                                                                      ----------         ---------

Cash, end of period                                                                $   3,379,000               ---
                                                                                      ==========         =========
Supplemental disclosure of cash flow information -
   cash paid during the six-month period for interest (includes Atrium)            $     820,000           829,000
                                                                                      ==========         =========
</TABLE>


See accompanying notes to consolidated financial statements



                                       5
<PAGE>

                            MAXUS REALTY TRUST, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                SIX MONTHS ENDED JUNE 30, 2003 AND JUNE 30, 2002
                                   (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, 2002,  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 June 30, 2003
and for all periods  presented  have been made.  The  results for the  six-month
period ended June 30, 2003 are not  necessarily  indicative of the results which
may be expected for the entire year. The historical  financial  statements as of
December  31, 2002 and for the three and six month  periods  ended June 30, 2002
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 June 30,
2003 and 2002:

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

                                                                                                    Total
                                                                                                    excluding
                                                               Commercial         Corporate         discontinued
June 30, 2003                              Apartments          buildings*          and other        operations
--------------                             ----------          ----------          ---------        ----------

Total revenues                            $ 1,263,000           253,000               ---           1,516,000
Income (loss) from continuing operations      (44,000)           55,000           (46,000)            (35,000)
Capital expenditures                          113,000               ---               ---             113,000
Depreciation and amortization                 291,000            60,000               ---             351,000
Interest expense                              308,000            91,000               ---             399,000

June 30, 2002
--------------

Total revenues                            $ 1,226,000            234,000               ---          1,460,000
Income (loss) from continuing operations      (36,000)            17,000           (56,000)           (75,000)
Capital expenditures                          186,000                ---               ---            186,000
Depreciation and amortization                 290,000             71,000               ---            361,000
Interest expense                              306,000             93,000               ---            399,000

* Commercial buildings excludes discontinued operations at the Atrium.

</TABLE>
                                       6
<PAGE>


(2) Segment Reporting - Continued

Following is information for each segment for the six months ended June 30, 2003
and 2002:

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                                                     Total
                                                                                                     excluding
                                                               Commercial           Corporate        discontinued
June 30, 2003                               Apartments         buildings*           and other        operations
--------------                              ----------         ----------           ---------        ----------

Total revenues                             $ 2,553,000           486,000                 ---          3,039,000
Income (loss) from continuing operations        32,000            86,000            (153,000)           (35,000)
Capital expenditures                           179,000               ---                 ---            179,000
Depreciation and amortization                  582,000           121,000                 ---            703,000
Interest expense                               615,000           183,000                 ---            798,000
Assets                                      26,799,000         5,106,000           3,410,000         35,315,000

June 30, 2002
--------------

Total revenues                             $ 2,523,000           471,000                 ---          2,994,000
Income (loss) from continuing operations        61,000            72,000            (148,000)           (15,000)
Capital expenditures                           289,000               ---                 ---            289,000
Depreciation and amortization                  577,000           117,000                 ---            694,000
Interest expense                               616,000           184,000                 ---            800,000
Assets                                      27,181,000         5,316,000               8,000         32,505,000
</TABLE>
* Commercial buildings excludes discontinued operations at the Atrium.

(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, 2002 and its  Consolidated  Statements of Operations  for the three
and six months ended June 30, 2002 and Consolidated  Statement of Cash Flows for
the six  months  ended  June 30,  2002 in  compliance  with SFAS 144 to  reflect
discontinued  operations of the Atrium, which was classified as held for sale on
May 14, 2003 and was sold on May 29, 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.  The table below  presents the pro forma  results of  operations  of the
Trust as if the sale of  investment  property  had  occurred  at January 1, 2002
(unaudited):
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                       Three Months Ended:                     Six Months Ended:
                                                      June 30,      June 30,                June 30,      June 30,
                                                        2003          2002                    2003          2002

Total revenue                                   $   1,516,000      1,460,000              3,039,000      2,994,000

Depreciation and amortization                         351,000        361,000                703,000        694,000
Repairs and maintenance, including
   common area maintenance                            182,000        221,000                318,000        397,000
Real estate taxes                                     112,000        107,000                217,000        206,000
Property management fees                               70,000         82,000                139,000        149,000

                                       7
<PAGE>

General and administrative                             45,000         55,000                153,000        147,000
Utilities                                              87,000         78,000                177,000        170,000
Other                                                 306,000        235,000                572,000        452,000
                                                   ----------     ----------             ----------     ----------
     Total expenses                                 1,153,000      1,139,000              2,279,000      2,215,000
                                                   ----------     ----------             ----------     ----------

Net operating income                                  363,000        321,000                760,000        779,000
                                                   ----------     ----------             ----------     ----------

           Interest
                Interest income                        (1,000)        (3,000)                (3,000)        (6,000)
                Interest expense                      399,000        399,000                798,000        800,000
                                                   ----------     ----------             ----------     ----------
Net loss                                         $    (35,000)       (75,000)               (35,000)       (15,000)
                                                   ==========     ==========             ==========     ==========

Net loss per share (basic and diluted)           $       (.03)          (.06)                  (.03)          (.01)
                                                   ==========     ==========             ==========     ==========
</TABLE>

This pro forma information does not purport to be indicative of the results that
actually would have been obtained if the transactions  had actually  occurred at
the beginning of 2002, and is not intended to be a projection of future results.

Condensed  financial  information for the rental property classified as held for
sale is below.


                            DISCONTINUED OPERATIONS
                                    (ATRIUM)
                           BALANCE SHEETS (UNAUDITED)
<TABLE>
<S>                                                                                        <C>           <C>
                                                                                  June 30,         December 31,
                                                                                    2003              2002
ASSETS:
Investment property
   Land                                                                     $        ---             823,000
   Buildings and improvements                                                        ---           8,597,000
                                                                               ---------           ---------
                                                                                     ---           9,420,000

   Less accumulated depreciation                                                     ---          (4,538,000)
                                                                               ---------           ---------
           Total investment property                                                 ---           4,882,000

Cash                                                                               9,000              38,000
Accounts receivable                                                                  ---              32,000
Prepaid expenses and other assets                                                    ---               1,000
Deferred expenses, less accumulated amortization                                     ---              25,000
                                                                               ---------           ---------
           Total assets                                                     $      9,000           4,978,000
                                                                               =========           =========


LIABILITIES AND SHAREHOLDERS' EQUITY:

Liabilities:
   Mortgage notes payable                                                   $        ---           1,385,000
   Accounts payable, prepaid rent, and accrued expenses                           11,000             171,000
                                                                               ---------           ---------
   Total liabilities                                                              11,000           1,556,000
                                                                               ---------           ---------

Shareholders' equity - accumulated earnings                                       (2,000)          3,422,000
                                                                               ---------           ---------
           Total liabilities and shareholder's equity:                      $      9,000           4,978,000
                                                                               =========           =========

</TABLE>
                                       8
<PAGE>

                             DISCONTINUED OPERATIONS
                                     ATRIUM
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                   Three Months Ended:                    Six Months Ended:
                                                June 30,           June 30,           June 30,           June 30,
                                                 2003                2002               2003               2002

Total revenue                              $   188,000             350,000             478,000            660,000

Depreciation and amortization                   39,000              75,000             117,000            153,000
Repairs and maintenance, including
   common area maintenance                      57,000              65,000             114,000            128,000
Real estate taxes                               36,000              52,000              92,000            111,000
Property management fees                         8,000              17,000              18,000             29,000
Utilities                                       33,000              28,000              56,000             57,000
Other                                           15,000              13,000              33,000             24,000
                                             ---------           ---------           ---------          ---------
     Total expenses                            188,000             250,000             430,000            502,000
                                             ---------           ---------           ---------          ---------
     Net operating income                          ---             100,000              48,000            158,000
                                             ---------           ---------           ---------          ---------

     Interest expense                            9,000              15,000              24,000             28,000
                                             ---------           ---------           ---------          ---------

Net income (loss) before loss on sale           (9,000)             85,000              24,000            130,000
                                             ---------           ---------           ---------          ---------

Loss on sale                                   (26,000)                ---             (26,000)               ---
                                             ---------           ---------           ---------          ---------
Net income (loss)                          $   (35,000)             85,000              (2,000)           130,000
                                             =========           =========           =========          =========

Net income (loss) per share                       (.03)               0.07                 ---               0.10
                                             =========           =========           =========          =========
</TABLE>



ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

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 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.

                                       9
<PAGE>

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 $386,000 at June 30, 2003.

The Trust  believes this  receivable  will be  collectable  over the life of the
lease. If the lease was terminated,  the receivable could become  uncollectable,
since the receivable  represents  future cash  earnings,  the Trust believes the
risk 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 35 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 7 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 the property
should not be classified as "Held for Sale" under SFAS 144.

The classification of a property as held for sale can have a significant impact,
in certain  situations in  determining  whether a property's  carrying  value is
impaired under SFAS 144.

                                       10
<PAGE>

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 discounted
cash flows using a discount rate  determined  by  management to be  commensurate
with the risk inherent in the Trust.

DESCRIPTION OF BUSINESS

The Trust invests in income-producing real properties,  primarily apartments and
commercial buildings. As of June 30, 2003 the Trust's portfolio is comprised of:

<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,  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.,  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.

                                       11
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Cash and escrows and reserves as of June 30, 2003 were  $4,264,000,  an increase
of  $3,294,000  from the balance of $970,000 at December 31,  2002.  Escrows and
reserves  includes  $885,000 at June 30, 2003 and  December  31,  2002,  held in
escrow and  reserves by various  lenders,  which are not readily  available  for
current  disbursement.  The primary reason for the increase in cash was the sale
of the Atrium,  which  generated  approximately  $3,500,000 in net cash proceeds
after the payoff of the related line of credit.  Net cash  provided by operating
activities of continuing operations for the six-month period ended June 30, 2003
was $749,000  compared to $349,000 for the six-month period ended June 30, 2002.
The increase was primarily due to funding of escrow balances of $404,000 in 2002
and an increase in accounts  payable of $121,000  for the period  ended June 30,
2003.  This  increase  in cash was  offset by an  increase  in  prepaid  expense
compared to 2002. Net cash used in investing activities of continuing operations
was  $179,000  and  $289,000  for the  periods  ended  June 30,  2003 and  2002,
respectively, and consisted solely of capital expenditures. Capital expenditures
in 2003 consisted  primarily of $93,000 for  replacements  of carpet,  flooring,
HVAC,  appliances and blinds,  along with various other  property  replacements,
upgrades  and  tenant  improvements  of $86,000  with  $35,000 at North Winn and
$41,000 at King's Court representing the largest expenditures.  Net cash used in
financing activities of continuing  operations was $698,000 in 2003 and $692,000
in 2002, including  distributions paid totaling $615,000 in 2003 and $610,000 in
2002.

Net cash provided by operations of  discontinued  operations was $20,000 in 2003
and $255,000 in 2002. Net cash provided by investing  activities of discontinued
operations  was  $4,787,000  in 2003 and net cash used was $50,000 in 2002.  The
cash provided by investing activities in 2003 relates primarily to cash provided
by the sale  proceeds of the Atrium (net of costs of the sale) offset by capital
expenditures of $74,000 at the Atrium. Net cash used in financing  activities of
discontinued  operations was  $1,385,000,  which was used to pay off the line of
credit  secured by the Atrium after its sale in May 2003. In 2002,  $227,000 was
provided by financing operations of discontinued operations, which represents an
increase in the line of credit in 2002.

Contractual Obligations and Commercial Commitments

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

                                Balance at              Interest                       Due
                              June 30, 2003               Rate

ACI                             4,186,000                 8.63%                  August 1, 2010

Forest Park                     1,910,000                 4.91%                  September 1, 2007

King's Court                    2,209,000                 5.69%                  November 1, 2026

Chalet I                        4,014,000                 6.59%                  October 1, 2008

Chalet II                       1,515,000                 6.535%                 October 1, 2008

The Landings                    3,751,000                 7.66%                  September 1, 2007

Barrington Hills                5,781,000                 6.035%                 July 1, 2029
                              -----------

Total                        $ 23,366,000
                              ===========
</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.

Management   believes   the   Trust's   current   cash    position    and    the
properties'  ability   to  provide  operating   cash  flows  should  enable  the
Trust to  fund  anticipated  operating  and capital expenditures in 2003. Tenant
improvement  costs  at  the  Atrium  were  $74,000  in  2003.  Projected capital
improvement  expenditures  of approximately  $215,000 were planned at Barrington
Hills  in  2003,  primarily for painting the complex,  with  the majority of the
expenditures  expected   to   be   reimbursed  from  reserves  held  by  lender.
Management    has   determined    that     the     painting    will    not    be

                                       12
<PAGE>

contracted in  2003,  therefore  projected  capital improvement expenditures  at
Barrington are now less than $30,000. Except for the items mentioned, management
does not  anticipate  any material  capital  improvement operating  expenditures
at  any  one  property  in  2003.  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. The Trust's ability to acquire investment properties and to incur
material capital expenditures if desirable opportunities arise will be dependent
on the Trust's ability to obtain suitable  financing on reasonable terms to fund
the acquisitions.

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.

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 May 29, 2003 to an unrelated third party. The sale
price  was  $5,117,500  and  net  proceeds,  after  the  payoff  of the  Atriums
$1,385,000  line  of  credit  and  payment  of  related   closing  costs,   were
approximately  $3,500,000.  The current market may not support the listing price
for the  remaining  building,  and no guarantee can be made as to whether or not
the sale of this asset will occur in the near future.

Insurance

Industry wide,  insurance rates continue to rise. In 2002, the Trust experienced
rate  increases  upon the renewal of  insurance  policies on its  properties  of
approximately  30%  or  $44,000  on an  annualized  basis  due  to a  continuing
tightening of risk  underwriting.  Assuming 2003 insurance rate increases do not
significantly  exceed those experienced in 2002,  management  believes the Trust
will be able to absorb  future  increases  in  insurance  rates  and  eventually
expects to pass these expenses on to tenants through increased rents.

RESULTS OF OPERATIONS

The  results of  operations  for the  Trust's  properties  for the three and six
months ended June 30, 2003 and 2002 are detailed in the schedule 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 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  and

                                       13
<PAGE>

the  exclusion  of  the  loss  on  sale  from  net  income results in Funds from
Operations, which is not determined in accordance with GAAP.
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

       Funds From Operations
                                                      Three Months Ended                     Six Months Ended
                                                    June 30,        June 30,              June 30,       June 30,
                                                      2003            2002                  2003           2002


       Net income (loss)                            (70,000)         10,000               (37,000)       115,000
       Property related depreciation
          and amortization (1)                      379,000         425,000               798,000        823,000
       Loss on sale                                  26,000             ---                26,000            ---
                                                  ---------       ---------             ---------      ---------
       Funds from operations                   $    335,000         435,000               787,000        938,000
                                                  =========       =========             =========      =========
</TABLE>

(1) Depreciation and amortization of the Atrium is included in this amount

Comparison of Consolidated Results From Continuing Operations

For the three and six month periods ended June 30, 2003 the Trust's consolidated
revenues  from   continuing   operations   were   $1,516,000   and   $3,039,000,
respectively. Revenues increased $56,000 (3.8%) and $45,000 (1.5%) for the three
and six-month  periods ended June 30, 2003 as compared to the same periods ended
June 30, 2002. The increase in consolidated  revenue for the six-month period is
attributable to a $16,000  increase in CAM  reimbursements  at ACI in the second
quarter, along with a $30,000 increase in income from the apartment segment.

For the three and six month periods ended June 30, 2003 the Trust's consolidated
operating  expenses from  continuing  operations were $1,153,000 and $2,279,000,
respectively. Expenses increased $14,000 (1.2%) and $64,000 (2.9%) for the three
and six-month  periods ended June 30, 2003 as compared to the same periods ended
June 30, 2002. The increase in consolidated operating expenses for the six-month
period is attributable to a $120,000 increase in other operating expenses offset
by a $79,000 decrease in repairs and maintenance  expense. The increase in other
operating expenses was due primarily to increases in insurance rates of $50,000,
along with increased office and payroll expense of $25,000 and increased leasing
expenses  of  $20,000  (primarily  at  Chalet).   The  decrease  in  repair  and
maintenance expenses occurred primarily at Barrington ($40,000) and King's Court
($25,000) and was comprised of various items significant only as a whole.

The net loss from  continuing  operations  for the  three and six month  periods
ended June 30, 2003 was  ($35,000)  or ($.03) per share and  ($35,000) or ($.03)
per share, respectively.  The net loss for the three and six month periods ended
June 30,  2002 was  ($75,000)  or ($.06) per share and  ($15,000)  or ($.01) per
share.

Cash and escrows and reserves as of June 30, 2003 were  $4,264,000,  an increase
of  $3,294,000  from the balance of $970,000 at December 31,  2002.  Escrows and
reserves  includes  $885,000 at June 30, 2003 and  December  31,  2002,  held in
escrow and  reserves by various  lenders,  which are not readily  available  for
current  disbursement.  The primary reason for the increase in cash was the sale
of the Atrium,  which  generated  approximately  $3,500,000 in net cash proceeds
after the payoff of the related line of credit.  Net cash  provided by operating
activities of continuing operations for the six-month period ended June 30, 2003
was $749,000  compared to $349,000 for the six-month period ended June 30, 2002.
The increase was primarily due to funding of escrow balances of $404,000 in 2002
and an increase in accounts  payable of $121,000  for the period  ended June 30,
2003.  This  increase in cash was offset by an  increase in prepaid  expense
compared to 2002. Net cash used in investing activities of continuing operations
was  $179,000  and  $289,000  for the  periods  ended  June 30,  2003 and  2002,
respectively, and consisted solely of capital expenditures. Capital expenditures
in 2003 consisted  primarily of $93,000 for  replacements  of carpet,  flooring,
HVAC,  appliances and blinds,  along with various other  property  replacements,
upgrades  and  tenant  improvements  of $86,000  with  $35,000 at North Winn and
$41,000 at King's Court representing the largest expenditures.  Net cash used in
financing activities of continuing  operations was $698,000 in 2003 and $692,000
in 2002, including  distributions paid totaling $615,000 in 2003 and $610,000 in
2002.

                                       14
<PAGE>

Net cash provided by operations of  discontinued  operations was $20,000 in 2003
and $255,000 in 2002. Net cash provided by investing  activities of discontinued
operations  was  $4,787,000  in 2003 and net cash used was $50,000 in 2002.  The
cash provided by investing activities in 2003 relates primarily to cash provided
by the sale  proceeds of the Atrium (net of costs of the sale) offset by capital
expenditures of $74,000 at the Atrium. Net cash used in financing  activities of
discontinued  operations was  $1,385,000,  which was used to pay off the line of
credit  secured by the Atrium after its sale in May 2003. In 2002,  $227,000 was
provided by financing operations of discontinued operations, which represents an
increase in the line of credit in 2002.

Comparison of Results from Continuing Operations by Segment

For the  three and six month  periods  ended  June 30,  2003,  revenues  for the
Trust's  Commercial  Building Segment  (excluding the Atrium)  increased $19,000
(8.1%) and $15,000 (3.2%) respectively as compared to the same time periods last
year.  This  increase is primarily  due to an increase in CAM  reimbursement  of
$16,000 over prior year.

For the  three and six month  periods  ended  June 30,  2003,  expenses  for the
Commercial  Buildings  Segment  (excluding  the  Atrium)  decreased  $19,000 and
remained consistent with 2002 results, respectively.

For the  three and six month  periods  ended  June 30,  2003,  revenues  for the
Apartments  Segment  increased  $37,000 (3.0%) and $30,000 (1.2%),  respectively
from the periods ended June 30, 2002.

For the  three and six month  periods  ended  June 30,  2003,  expenses  for the
Apartments  Segment increased  $45,000 (3.6%) and $59,000 (2.4%),  respectively,
primarily  as a result of increased  other  operating  expenses of $113,000,  of
which $50,000 represents an increase in insurance expense,  offset by a decrease
in repairs and maintenance of $80,000.

Comparison of Results of Discontinued Operations

For the three and six month  periods  ended  June 30,  2003,  revenue  decreased
$162,000  and $182,000  respectively  as compared to the same periods last year.
This decrease is primarily due to 2003 representing five months of operations as
compared  to six in 2002,  combined  with a decrease  in 2003 CAM  reimbursement
compared to 2002.

For the three and six month  periods  ended June 30,  2003,  expenses  decreased
$62,000 and $72,000 respectively as compared to the same periods last year. This
decrease is due  primarily  to 2003  representing  only 5 months of  operations,
compared to six in 2002.

Net cash provided by operations of  discontinued  operations was $20,000 in 2003
and $255,000 in 2002. Net cash provided by investing  activities of discontinued
operations  was  $4,787,000  in 2003 and net cash used was $50,000 in 2002.  The
cash provided by investing activities in 2003 relates primarily to cash provided
by the sale  proceeds of the Atrium (net of costs of the sale) offset by capital
expenditures of $74,000 at the Atrium. Net cash used in financing  activities of
discontinued  operations was  $1,385,000,  which was used to pay off the line of
credit  secured by the Atrium after its sale in May 2003. In 2002,  $227,000 was
provided by financing operations of discontinued operations, which represents an
increase in the line of credit in 2002.

Occupancy

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

The occupancy levels at June 30 were as follows:

                                                             OCCUPANCY LEVELS AT JUNE 30,
                                                              2003                  2002

         The Atrium                                            N/A                   76%
         ACI                                                  100%                  100%
         Forest Park                                           97%                   99%
         King's Court                                          96%                   96%
         Chalet                                                93%                   94%
         The Landings                                          94%                   94%
         Barrington Hills                                      94%                   87%

</TABLE>

                                       15
<PAGE>

The Atrium was sold May 29, 2003.

The ACI building has a single tenant  occupying 100% of the building.  The lease
expires  in August  2008.  Recently,  the parent  company  of the single  tenant
restated  its  consolidated   financial  statements.   In  connection  with  the
restatement of its financial statements,  the Securities and Exchange Commission
has issued a formal order of private  investigation  and 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,
the  investigation  and 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 $386,000 at June 30, 2003, comprised of
recognition of scheduled rent increases on a straight-line basis.

At Forest Park,  occupancy of 97% on June 30, 2003 is ahead of market.  Northern
Kansas City,  Missouri  market  conditions  show heavy  concessions  and average
occupancy of 93%. Forest Park has experienced  above market  occupancy and lower
than market  concessions  throughout  2003.  King's Court has  maintained  above
market occupancy by continuing to offer concessions for new move-ins.  Occupancy
was 96% on June 30, 2003.  The Olathe,  Kansas area market  occupancy  rates are
averaging 88% with concessions and specials. In Topeka,  Kansas, newly completed
apartments  built near Chalet compete for the same tenants.  Occupancy  rates in
the market are in the low 90% range,  however,  concessions are up and rates are
down in the market.  Chalet's  occupancy at June 30, 2003 of 93% reflects market
conditions.  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 was 94% occupied, and Barrington Hills was 94% occupied at June 30,
2003. Both properties have experienced  rental increases  compared to the period
ended June 30, 2002.

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 June 30, 2003.

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 King's Court is at a fixed rate of 5.69% and matures in 2026;
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.  The current  interest
rate on Forest  Park is 4.91%.  The debt on Forest Park  matures in 2007.  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 June 30, 2003, or in fiscal 2002.

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.

                                       16
<PAGE>

ITEM 3:  CONTROLS AND PROCEDURES

Under the  supervision  and with the  participation  of the  management of Maxus
Realty Trust,  Inc.,  including the Trust's  Chief  Executive  Officer and Chief
Financial  Officer,  the Trust has  established  a system of controls  and other
procedures  designed to ensure that information  required to be disclosed in its
periodic  reports  filed under the  Securities  Exchange Act of 1934, as amended
(the "Exchange Act"), is recorded, processed, summarized and reported within the
time periods  specified in the  Securities and Exchange  Commission's  rules and
forms.  These  disclosure  controls and procedures have been evaluated under the
direction of the Chief Executive  Officer and Chief Financial Officer as of June
30,  2003.  Based on such  evaluations,  the Chief  Executive  Officer and Chief
Financial Officer have concluded that the disclosure controls and procedures (as
defined in the Exchange Act Rule  13a-15(e) and Rule  15d-15(e))  are effective.
There have been no significant  changes in the system of internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the evaluation by the Chief Executive Officer and Chief Financial Officer.


PART II    OTHER INFORMATION


ITEM 1.    LEGAL PROCEEDINGS

           None


ITEM 2.    CHANGES IN SECURITIES

           None


ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

           None


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

           On  May  13, 2003, the Trust held its Annual Meeting of Shareholders.
           At  the  meeting,  the  following  matters  were  voted  upon  by the
           shareholders:

           1. A  proposal  to amend Section 3.1(k) of Article III of the Trust's
           Bylaws and  Section 6.2(j) of Article VI of the Trust's Bylaws (i) to
           eliminate the restriction on the Trust from making investments in the
           form of  joint ventures, partnerships, or other entities if the Trust
           or an  affiliate  of  the  Trust or both taken together do not have a
           controlling interest in the entity and (ii) to change the requirement
           for approval of such an investment with an affiliate or an advisor of
           the Trust from currently requiring the unanimous approval of the full
           Board of Trustees to requiring the approval of a majority of the full
           Board of disinterested Trustees.

           2. To elect six trustees to hold office until the next Annual Meeting
           of Shareholders and until their successors are elected and qualify.

           The total votes for Proposal 1(i) were cast as follows: 750,683 voted
           "for",  69,989  voted  "against"  and 22,273 "abstentions". The total
           votes for  Proposal 1 (ii) were cast as follows: 748,111 voted "for",
           71,076  voted  "against"  and  23,760  "abstentions".  As  a  result,
           Proposal 1 (i) and Proposal 1 (ii) each received the necessary  votes
           for  approval  by  the shareholders of the Trust.

           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,   Steven   Rosenberg,   Chris   Garlich  and  W.  Robert
           Kohorst.  There   were   1,038,550   votes  "for"  Mr.  McDowell  and


                                       17
<PAGE>

            0 votes"withheld." There were 1,031,258 votes "for" Mr. Sheldon  and
            0 votes "withheld." There  were 1,035,041  votes "for" Mr. Evans and
            0 votes "withheld." There  were 1,024,181  votes "for" Mr. Rosenberg
            and 0 votes "withheld." There were 1,039,851 votes "for" Mr. Garlich
            and 0 votes "withheld." There were 1,046,265 votes "for" Mr. Kohorst
            and 0 votes "withheld."

 ITEM 5.    OTHER INFORMATION

            On  August  6, 2003, the  Board  of Trustees of the Trust declared a
            cash dividend of $0.25 per share payable to the holders of record on
            August  31, 2003  of  the Trust's $1.00 par value, common stock. The
            Board  anticipates  that  the dividend will be paid on September 22,
            2003. 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.

  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

            (a)  Exhibits

                 See Exhibits Index on Page 20

            (b)  Reports on Form 8-K

                 On  May  14, 2003,  the  Registrant  filed a report on Form 8-K
                 (File No. 000-13754) under Item 5, reporting that on such date,
                 the  Registrant  issued  a  press  release  announcing that its
                 wholly-owned subsidiary had entered into a contract to sell the
                 Atrium at Alpha  Business Center, an office building located in
                 Bloomington, Minnesota.

                 On  June  2,  2003,  the  Registrant filed a report on Form 8-K
                 (File No. 000-13754) under Items 2 and 7, reporting that on May
                 29, 2003, the  Registrant's  wholly  owned  subsidiary sold the
                 Atrium at Alpha Business Center to an unrelated third party.


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<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: August 11, 2003                By:  /s/ Danley K. Sheldon
                                          ----------------------
                                          Danley K. Sheldon
                                          President and Chief Executive Officer
                                          Trustee


Date: August 11, 2003                By:  /s/ John W. Alvey
                                          ----------------------
                                          John W. Alvey
                                          Vice President
                                          Chief Financial and Accounting Officer






                                       19

<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.

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.



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