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, 2001

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                       To
                                 ------------------       -------------------

                         Commission file number 0-13754


                            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 Road, North Kansas City, Missouri                64116
(Address of principal executive offices)                  (Zip Code)

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

Check whether the Trust (1) filed all reports required to be filed by Section 13
or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12 months (or
for such shorter period that the Trust 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 April 30, 2001: 1,049,624 shares


<PAGE>





                                      INDEX

                                                                            Page
PART I - FINANCIAL INFORMATION

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

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
            OF OPERATIONS                                                     6

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                   12
ITEM 2.  CHANGES IN SECURITIES                                               12
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                     12
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 12
ITEM 5.  OTHER INFORMATION                                                   13
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                    13


SIGNATURES                                                                   14
EXHIBIT INDEX                                                                15

                                        2
<PAGE>

PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                            MAXUS REALTY TRUST, INC.
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
<S>                                                       <C>              <C>
                                                          March 31, 2001   Dec. 31, 2000
                                                            (Unaudited)
ASSETS:
Investment property
   Land                                                   $  2,322,000       2,322,000
   Buildings and improvements                               16,813,000      16,460,000
                                                          ------------    ------------
                                                            19,135,000      18,782,000

   Less accumulated depreciation                            (6,471,000)     (6,324,000)
                                                          ------------    ------------
                                                            12,664,000      12,458,000

   Investment property held for sale                         3,208,000       3,242,000

      Total investment property                             15,872,000      15,700,000

Cash                                                           500,000         817,000
Accounts receivable                                            441,000         367,000
Prepaid expenses and other assets                              122,000          88,000
Deferred expenses, less accumulated amortization               431,000         470,000
                                                          ------------    ------------
      Total assets                                        $ 17,366,000      17,442,000
                                                          ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY:

Liabilities:
   Mortgage notes payable                                 $  6,811,000       6,698,000
   Accounts payable and accrued expenses                       237,000         387,000
   Real estate taxes payable                                   298,000         212,000
   Refundable tenant deposits                                  107,000          96,000
                                                          ------------    ------------
      Total liabilities                                      7,453,000       7,393,000
                                                          ------------    ------------
Shareholders' equity:
   Common stock, $1 par value: authorized 5,000,000 shares
     1,039,624 shares issued and outstanding                 1,040,000       1,040,000
   Additional paid-in-capital                               15,463,000      15,463,000
   Distributions in excess of accumulated earnings          (6,590,000)     (6,454,000)
                                                          ------------    ------------
      Total shareholders' equity                             9,913,000      10,049,000
                                                          ------------    ------------
                                                          $ 17,366,000      17,442,000
                                                          ============    ============
</TABLE>
See accompanying notes to financial statements.

                                       3
<PAGE>

                            MAXUS REALTY TRUST, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                 Three Months Ended
                                                 March 31     March 31
                                                   2001         2000

Revenues:
   Rental                                    $  853,000      657,000
   Other                                         59,000       68,000
                                             ----------   ----------
      Total revenues                            912,000      725,000
                                             ----------   ----------

Expenses:
   Depreciation and amortization                215,000      178,000
   Repairs and maintenance, including common
     area maintenance                           149,000       82,000
   Real estate taxes                            125,000      129,000
   Interest, net                                138,000       95,000
   Professional fees                             50,000      118,000
   General and administrative                    43,000       29,000
   Utilities                                    110,000       68,000
   Property management fees - related parties    31,000       25,000
   Other operating expenses                      21,000       37,000
                                             ----------   ----------
      Total expenses                            882,000      761,000
                                             ----------   ----------

      Net income (loss)                      $   30,000      (36,000)
                                             ==========   ==========
Per share data (basic and diluted):
   Net income (loss)                         $      .03         (.04)
                                             ==========   ==========

   Distributions:
    Paid in current year:                    $      .16         --
                                             ==========   ==========

      Total paid in current year             $  166,000         --
                                             ==========   ==========

Weighted average shares outstanding           1,040,000      867,000
                                             ==========   ==========


See accompanying notes to financial statements.


                                        4
<PAGE>

                            MAXUS REALTY TRUST, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
<S>                                                                       <C>         <C>
                                                                       Three Months Ended
                                                                      March 31     March 31
                                                                         2001         2000
Cash flows from operating activities:
   Net income (loss)                                                 $  30,000      (36,000)
   Adjustments to reconcile net income (loss) to net
      cash provided by (used in) operating activities:
         Depreciation and amortization                                 215,000      178,000
         Changes in accounts affecting operations:
            Accounts receivable                                        (74,000)     (19,000)
            Prepaid expenses and other assets                          (29,000)     (47,000)
            Accounts payable and other liabilities                     (53,000)    (207,000)
                                                                     ---------    ---------


               Net cash provided by (used in) operating activities      89,000     (131,000)
                                                                     ---------    ---------

Cash flows from investing activities:
      Capital expenditures                                            (353,000)      (8,000)
                                                                     ---------    ---------

Cash flows from financing activities:
      Principal payments on mortgage notes payable                     (12,000)     (28,000)
      Proceeds from Line of Credit                                     125,000         --
      Dividends paid ($.16 per share)                                 (166,000)        --
                                                                     ---------    ---------

               Net cash used in financing activities                   (53,000)     (28,000)
                                                                     ---------    ---------

               Net decrease in cash                                   (317,000)    (167,000)

Cash, beginning of period                                              817,000      208,000
                                                                     ---------    ---------

Cash, end of period                                                  $ 500,000       41,000
                                                                     =========    =========

Supplemental disclosure of cash flow information -
   cash paid during the quarter for interest                         $  97,000       95,000
                                                                     =========    =========
</TABLE>
See accompanying notes to financial statements

                                        5
<PAGE>

                            MAXUS REALTY TRUST, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
              THREE MONTHS ENDED MARCH 31, 2001 AND MARCH 31, 2000

(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, 2000,  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 changes in financial position
at March 31, 2001 and for all periods  presented have been made. The results for
the three-month  period ended March 31, 2001 are not  necessarily  indicative of
the results which may be expected for the entire year.

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

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

This  10-QSB  contains  forward-looking  information  (as defined in the Private
Securities  Litigation  Reform Act of 1995) that involves risk and  uncertainty,
including trends in the real estate  investment  market,  projected  leasing and
sales,  and  future  prospects  for  the  Trust.  Actual  results  could  differ
materially from those contemplated by such statements.

DESCRIPTION OF BUSINESS

Maxus Realty Trust,  Inc., a Missouri  corporation  invests in  income-producing
real  properties,  primarily  commercial and light  industrial  properties.  The
Trust's   portfolio  is  comprised  of  Atrium  at  Alpha  Business   Center,  a
multi-tenant  office  building  located in  Bloomington,  Minnesota  ("Atrium at
Alpha");  Applied  Communications,  Inc. Office Building, a single-tenant office
building located in Omaha, Nebraska ("ACI Building"); Franklin Park Distribution
Center,  a  warehouse  and  distribution  facility in  Franklin  Park,  Illinois
("Franklin  Park");  and North Winn Apartments,  an apartment complex located in
Kansas City, Missouri ("North Winn").  These properties  generated 38%, 33%, 12%
and 17% of total revenues, respectively, for the quarter ended March 31, 2001.

On January 11, 2001,  the  Registrant  entered into a contract to sell  Franklin
Park  to  an  unrelated  third  party,  Vanguard  Archives,  Inc.,  an  Illinois
corporation ("Vanguard"), for a sale price of $4,550,000. The sale closed on May
2, 2001 and resulted in a net book gain  estimated at  approximately  $1,100,000
and provided more than  $4,150,000 in net sale proceeds.  Management  intends to
evaluate  uses for the net  sale  proceeds  including  investing  in  additional
income- producing real estate properties, working capital purposes and increased
dividends to shareholders.

                                       6
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Cash on hand as of March 31, 2001,  was  $500,000,  a decrease of $317,000  from
December  31,  2000.  The  decrease  in cash is  attributable  mainly to capital
expenditures of $353,000. Management believes the Trust's current cash position,
available borrowing under the Trust's line of credit and the properties' ability
to provide  operating  cash flow  should  enable  the Trust to fund  anticipated
capital   expenditures  and  service  debt  in  2001.  The  anticipated  capital
expenditures by property for 2001 are as follows:

                                     TOTAL
Atrium at Alpha                    $240,000
Franklin Park Dist. Center             --
Applied Communications Inc. Bldg    350,000
North Winn                          350,000
                                   --------
                                   $940,000

The  anticipated  capital  expenditures  at the Atrium at Alpha Business  Center
include tenant  alterations and lease commissions for new and renewal tenants as
well as capital funds for window  replacements.  At the Applied  Communications,
Inc.  Building,  $350,000  had been  placed in escrow as of December  31,  2000.
$225,000 has been paid out as of March 31, 2001. The remainder is anticipated to
be paid out in 2001 for tenant  improvements  in accordance  with the lease with
the building's only tenant.  At the North Winn Apartments,  anticipated  capital
expenditures  include  various  renovation  projects  to  improve  the  physical
condition  of the  property.  A  portion  of these  funds  are held in escrow in
conjunction with the acquisition financing of the property.


CONTINGENCIES

The Trust's  multi-tenant office building located in Bloomington,  Minnesota has
been classified in the Minneapolis Airport Committee's (the "MAC") Safety Zone A
in the future  expansion of the  Minneapolis  Airport.  The expansion  runway is
anticipated to be completed in 2003. The MAC began buying out impacted buildings
during 1999. Safety Zone A is adjacent to the Federal Aviation Authority's noise
buy out  zone.  The MAC has not  indicated  whether  or not it will  buy out the
Trust's building.  The Trust is monitoring  whether the increased noise from the
new runway will have an impact on future  leasing of the building.  If the Trust
determines  there is a negative  impact,  the Trust will petition the MAC to buy
the  building.  If the building  continues to be classified in Safety Zone A, it
will be classified as  nonconforming  use.  Given the  preliminary  state of the
future expansion, management is unable at this time to determine what impact, if
any, this matter will have on the Trust.

RESULTS OF OPERATIONS

The results of  operations  for the Trust's  properties  for the quarters  ended
March 31,  2001 and 2000 are  detailed  in the  schedule  below.  Administrative
expenses, including professional fees, of the Trust are excluded.

                                        7
<PAGE>
FUNDS FROM OPERATIONS

The white paper on Funds from  Operations  approved by the board of governors of
NAREIT in March 1999 defines funds from operations as net income (loss)(computed
in accordance  with GAAP),  excluding  gains (or losses) from sales of property,
plus real estate related  depreciation and  amortization,  and after adjustments
for   unconsolidated   partnerships   and   joint   ventures.   Adjustment   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.

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.
<TABLE>
<CAPTION>
<S>                                   <C>                     <C>                 <C>                   <C>
                                      ATRIUM AT ALPHA         FRANKLIN PARK       ACI BUILDING          NORTH WINN
                                                                      (in thousands)
2001     Revenues                          $ 348.2           $    107.1            $ 304.0             $ 152.7
         Expenses                            283.5                 98.0              249.8               192.1
                                             ------             --------            ------               -----
         Net Income (loss)                    64.7                 9.1                54.2               (39.4)
         Depreciation and Amortization        93.6                 37.6               46.9                33.0
                                          --------              -------              -----                ----
         Funds from Operations               158.3                 46.7              101.1                (6.4)
                                           =======            =========              =====               =====

2000     Revenues                          $ 312.6           $    113.5            $ 298.9                ----
         Expenses                            274.9                140.7              204.5                ----
                                            ------              -------             ------
         Net Income (loss)                    37.7                (27.2)              94.4                ----
         Depreciation and Amortization        95.3                 36.3               44.9                ----
                                          --------              -------              -----                ----
         Funds from Operations               133.0                  9.1              139.3                ----
                                           =======             ========              =====                ====
</TABLE>
COMPARISONS BY PROPERTY

Revenues at the Atrium at Alpha for the quarter  ended March 31, 2001  increased
$35,600 compared to the same period in 2000. The increase in revenues was mainly
due to an increase in rental rates of $33,200. Operating expense for the quarter
ended March 31, 2001 increased  $8,600  compared to the same period in 2000. The
increase in operating  expense was  primarily due to an increase in utilities of
$11,800 offset by a decrease in repairs and maintenance of $4,200.

                                        8
<PAGE>

COMPARISONS BY PROPERTY- CONTINUED

At Franklin Park, revenues for the quarter ended March 31, 2001 decreased $6,400
compared to the same  period in 2000.  Operating  expense for the quarter  ended
March 31,  2001  decreased  $42,700  compared  to the same  period in 2000.  The
decrease  in  operating  expense  was  primarily  due to a decrease  in interest
expense of  $20,500,  real  estate  taxes of $14,400  and  professional  fees of
$13,600.

Revenues  at the ACI  Building  for the quarter  ended March 31, 2001  increased
$5,100  compared to the same period in 2000.  Operating  expense for the quarter
ended March 31, 2001 increased  $45,300 compared to the same period in 2000. The
increase  in  operating  expense  was  primarily  due to an increase in interest
expense of $23,200, repairs and maintenance of $14,800 and utilities of $4,600.

The occupancy levels at March 31 were as follows:

                                 OCCUPANCY LEVELS AT MARCH 31,
                                         2001   2000
Atrium at Alpha                           86%    83%
Franklin Park                             57%    57%
ACI Building                             100%   100%
North Winn                                92%    N/A

During the quarter ended March 31, 2001, the occupancy  level at Atrium at Alpha
stayed  consistent  with  December  31, 2000 at 86%.  One tenant  vacated  which
occupied  3,200 square  feet.  One tenant  renewed  their lease for 1,205 square
feet.  One tenant moved in which  occupied 743 square feet. The property has one
major tenant occupying 16% of the building. The lease for this tenant expires in
December 2003.

Franklin Park has one tenant occupying 57% of the building. The lease expires in
December 2004.

The ACI Building has a single tenant  occupying 100% of the building.  The lease
expires in August 2008.

The Trust reviews long-lived assets for impairment whenever events or changes in
circumstances  indicate  that  the  carrying  amount  of a  property  may not be
recoverable.  The Trust  considers a history of operating  losses or a change in
occupancy to be primary indicators of potential impairment.  The Trust deems the
property  to be impaired if a forecast of  undiscounted  future  operating  cash
flows directly related to a property,  including disposal value, if any, is less
than its carrying amount. If the property is determined to be impaired, the loss
is measured as the amount by which the carrying  amount of the property  exceeds
its fair value.  Fair value is based on quoted market prices in active  markets,
if available.  If quoted market  prices are not  available,  an estimate of fair
value is based on the best information  available,  including prices for similar
properties or the results of valuation techniques such as discounting  estimated
future cash flows.  Considerable  management  judgment is  necessary to estimate
fair value.  Accordingly,  actual  results  could vary  significantly  from such
estimates.

                                       9
<PAGE>
PRO FORMA RESULTS
The table below  presents the pro-forma  results of  operations  with North Winn
Apartments  included for the three  months ended March 31, 2000.  North Winn was
purchased in August, 2000. These pro forma operating results are not necessarily
indicative of what the actual results would have been had North Winn  Apartments
been purchased at the beginning of the earliest period presented.

                                                    Three Months Ended
                                                 March 31,        March 31,
                                                   2001             2000

   Revenues                                  $   912,000          872,000
   Depreciation and amortization                 215,000          210,000
   Repairs and maintenance, including
      common area maintenance                    149,000          115,000
   Interest, net                                 138,000          132,000
   General and administrative                     43,000           46,000
   Other                                         337,000          424,000
                                                 -------          -------
       Total expenses                            882,000          927,000
                                                 -------          -------
   Net income (loss)                         $    30,000          (55,000)
                                                 =======         ========
   Net income (loss) per share:              $       .03             (.06)
                                              ==========      ===========

COMPARISON OF CONSOLIDATED RESULTS

For the quarter  ended March 31, 2001,  the Trust's  consolidated  revenues were
$912,000  compared to $725,000 for the quarter  ended March 31,  2000.  Revenues
increased $187,000 (25.8%).  The increase in consolidated  revenues is primarily
due to the addition of North Winn Apartments  complex  contributing  $153,000 in
revenue for the first quarter and an increase in revenues at the Atrium at Alpha
of $36,000.

For the quarter  ended March 31, 2001,  the Trust's  consolidated  expenses were
$882,000 compared to $761,000 for the quarter ended March 31, 2000. The increase
in expenses of $121,000  (15.9%) is due  primarily to the addition of North Winn
Apartment complex expenses of $192,000 for the first quarter.  This increase was
offset by a decrease in professional fees of $68,000.

The net income for the  quarter  ended  March 31,  2001 was  $30,000 or $.03 per
share. The net loss for the quarter ended March 31, 2000 was $36,000 or $.04 per
share.

Cash flow  provided by operating  activities  was $89,000 for the quarter  ended
March 31, 2001 compared to $131,000 used in operating  activities  for 2000. The
increase in cash flow provided by operating  activities was due primarily to the
decrease in accounts  payable and other  liabilities  of $53,000 for the quarter
ended March 31, 2001 compared to $207,000 for the same period for the year 2000.
Cash flow used in investing  activities was $353,000 for the quarter ended March
31, 2001 compared to $8,000 in 2000. The increase in cash flow used in investing
activities was due primarily to an increase in capital  expenditures  related to
the tenant  improvements at the ACI building which had been escrowed in 2000 and
which were  completed and paid in 2001.  Cash flow used in financing  activities
was $53,000 for the  quarter  ended March 31, 2001  compared to $28,000 in 2000.
The cash flow used in financing  activities  primarily consisted of the dividend
of $.16 paid in March  2001,  offset  by  additional  proceeds  from the line of
credit of $125,000.

                                       10
<PAGE>

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, 2001.

The Trust does not believe  that it has any material  exposure to interest  rate
risk.  The debt on the ACI  building  matures  in 2010,  the debt on North  Winn
matures in 2007,  and the line of credit  matures  in 2001.  The debt on the ACI
building  is at a fixed  rated of 8.63%.  The debt on North Winn and the line of
credit are each variable.  The current  interest rates on the line of credit and
North Winn are 8.0% and 6.9%,  respectively.  A 100 basis point  increase in the
variable  rate debt on an annual basis would impact net income by  approximately
$25,000.

INFLATION

The  effects  of  inflation  did not have a  material  impact  upon the  Trust's
operations in the quarter ended March 31, 2001 or in fiscal 2000.

                                       11
<PAGE>

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 8, 2001, 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 8.8 of Article  VIII of the Trust's  Bylaws to
     amend the Trust's "9.8% stock  ownership  limitation" (i) to allow David L.
     Johnson,  the Trust's Chairman of the Board and Chief Executive Officer, to
     own up to 19.6% of the  outstanding  shares of the Trust's common stock and
     (ii) to decrease the  percentage of the  outstanding  shares of the Trust's
     common stock that others may own from 9.8% to 7.6%.

2.   To elect seven  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 were  cast as follows: 630,560 voted "for",
     71,355 voted "against" and 5,384 "abstentions".

Each  of  the  proposals  received  the  necessary  votes  for  approval  by the
shareholders of the Trust.

The  following  were the  nominees of  management  voted upon and elected by the
shareholders of the Trust: David L. Johnson,  Monte McDowell,  Daniel W. Pishny,
John W. Alvey,  Robert B. Thomson,  Steven Rosenberg,  and Chris Garlich.  There
were 715,181  votes "for" Mr.  Johnson and 31,484 votes  "withheld."  There were
716,079 votes "for" Mr. McDowell and 30,586 votes "withheld." There were 715,812
votes "for" Mr.  Pishny and 30,853 votes  "withheld."  There were 707,812  votes
"for" Mr. Alvey and 38,853 votes  "withheld." There were 717,112 votes "for" Mr.
Thomson  and  29,553  votes  "withheld."  There  were  759,829  votes  "for" Mr.
Rosenberg  and 30,586  votes  "withheld."  There were  716,079  votes  "for" Mr.
Garlich and 30,586 votes "withheld."

                                       12
<PAGE>

ITEM 5.    OTHER INFORMATION

On May 8, 2001 the newly  appointed  Board of Trustees  of the Trust  declared a
cash  dividend  of $0.20 per share  payable to the  holders of record on May 31,
2001 of the Trust's $1.00 par value,  common stock.  The Board  anticipates that
the dividend will be paid on June 21, 2001.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

           (a) Exhibits

           See Exhibits Index on Page 15

           (b) Reports on Form 8-K

The  following  reports  on Form 8-K were  filed by the Trust  during  the first
quarter of 2001:

On January 18, 2001,  the Trust filed a report on Form 8-K (File No.  00013754),
which  reported the Trust's  execution of a contract to sell Franklin Park (Item
5).

On May 7, 2001, the Trust filed a report on Form 8-K (File No. 00013754),  which
reported the Trust's sale of Franklin Park (Item 2).

                                      13
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, the Trust has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.

                                               MAXUS REALTY TRUST, INC.


Date: May 10, 2001                             By: /s/ Daniel W. Pishny
                                                       Daniel W. Pishny
                                                       Trustee
                                                       President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on May 10, 2001, by the following persons on behalf of the
Trust and in the capacities indicated.


                                               By: /s/ John W. Alvey
                                                       John W. Alvey
                                                       Trustee
                                                       Vice President
                                                       Chief Financial and
                                                       Accounting Officer

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<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 For 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.

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