SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   SCHEDULE TO
            Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934
                                (Amendment No. 3)
                    Maxus Real Property Investors-Four, L.P.
                       (Name of Subject Company (Issuer))

          Maxus Real Property Investors-Four, L.P. (Offeror and Issuer)
                            (Names of Filing Persons
            (Identifying status as offeror, issuer or other person))

                            LIMITED PARTNERSHIP UNITS
                         (Title of Class of Securities)

                                       N/A
                      (CUSIP Number of Class of Securities)


                    Maxus Real Property Investors-Four, L.P.
                           Attn: Christine A. Robinson
                                 104 Armour Road
                        North Kansas City, Missouri 64116
                                 (816) 303-4500
            (Name, address and telephone number of person authorized
               to receive notices and communications on behalf of
                                 filing persons)

                                    Copy to:

                             Scott M. Herpich, Esq.
                               Lathrop & Gage L.C.
                        2345 Grand Boulevard, Suite 2400
                        Kansas City, Missouri 64108-2684
                                 (816) 460-5806

Calculation of Filing Fee
 ------------------------------------------------------------------------------
|   Transaction Valuation: $607,500         |   Amount of Filing Fee           |
|   2,025 Limited Partnership Units         |   $122.00                        |
|   at $300 per Unit (a)                    |                                  |
|                                           |                                  |
 ------------------------------------------------------------------------------

(a)  Calculated as the aggregate maximum purchase price for limited  partnership
     units.
(b)  Calculated as 1/50th of 1% of the Transaction Value.




[X]  Check box if any part of the fee is offset as provided  by Rule  0-11(a)(2)
     and identify the filing with which the offsetting fee was previously  paid.
     Identify the previous filing by registration  statement number, or the form
     or Schedule and the date of its filing.

     Amount Previously Paid:           $122.00
     Form or Registration No.:         Schedule TO-I
     Filing Party:                     Maxus Real Property Investors - Four L.P.
     Date Filed:                       April 20, 2001

[ ]  Check box if the filing relates solely to preliminary  communications  made
     before the commencement of a tender offer.

Check the  appropriate  boxes below to designate any  transactions  to which the
statement relates:

     [ ]  third-party tender offer subject to rule 14d-1.
     [X]  issuer tender offer subject to rule 13e-4.
     [ ]  going private transaction subject to Rule 13e-3.
     [ ]  amendment to Schedule 13D under rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]



   This  Amendment  No. 3 (this  "Amendment")  to the  Schedule TO relates to an
Offer to Purchase  dated April 20, 2001,  as amended June 14, 2001 (the "Offer")
by Maxus Real Property Investors-Four,  L.P. a Missouri limited partnership (the
"Partnership"  or the  "Offeror"),  to purchase up to 2,025 limited  partnership
units in the  Partnership.  Information in the Offer to Purchase is incorporated
herein by  reference.  Specifically,  this  Amendment  address the fact that the
Partnership  received  misinformation  with  respect  to the  number of  limited
partnership units tendered and as a result the Partnership  redeemed twenty (20)
fewer limited partnership units than it initially disclosed on June 14, 2001.

Item 11.  Additional information

   (b) In  connection  with the  expiration  of the Offer on June 5,  2001,  the
Partnership has redeemed 1,356 limited  partnership  units of the Partnership at
$300 per unit. As a result, there are now 12,173 outstanding limited partnership
units.

                                    SIGNATURE

   After due inquiry and to the best of my knowledge and belief,  I certify that
the information set forth in this statement is true, complete and correct.

Date:    July 12, 2001              MAXUS REAL PROPERTY INVESTORS-FOUR, L.P.,
                                    a Missouri limited partnership

                                    By: Maxus Capital Corp,
                                        General Partner

                                        By: /s/ David L. Johnson
                                        Name:   David L. Johnson
                                        Title:  Chairman and
                                                Executive Vice President