Exhibit (a)(6)


        Form of Amendment No. 1 to Offer to Purchase dated May 8, 2001.



                               Amendment No. 1 to
                          Offer to Purchase for Cash by
                    Maxus Real Property Investors-Four, L.P.
                                 of up to 2,025
                            Limited Partnership Units
                   of Maxus Real Property Investors-Four, L.P.
                                at $300 per Unit[FN1]

   THE OFFER AND  WITHDRAWAL  RIGHTS  WILL  EXPIRE  AT 12:00  MIDNIGHT,  EASTERN
STANDARD TIME, ON TUESDAY, JUNE 5, 2001, UNLESS THE OFFER IS EXTENDED.

   As an  amendment  to the terms of the Offer to  Purchase  filed by Maxus Real
Property  Investors-Four,  L.P. (the  "Partnership"),  dated April 20, 2001 (the
"Offer to Purchase"), please be aware of the following changes to our offer (the
"Offer").

   Notwithstanding the terms of the Offer to Purchase:

   o There will be no subsequent  offering  period after the expiration  date of
     the Offer (including any extensions of the expiration date);

   o The  Partnership  may  not  withdraw  the  Offer  in  the  event  that  any
     significant  change  in the  general  level  of  market  prices  of  equity
     securities  or  securities  convertible  into or  exchangeable  for  equity
     securities in the United States or abroad occurs.

   o The Partnership will assert or waive any and all conditions to the Offer on
     or before the expiration date of the Offer (including any extensions of the
     expiration date).

   You  should  read  this  Amendment  No. 1 along  with the  Offer to  Purchase
carefully (including the Risk Factors set forth in the Offer to Purchase) before
deciding whether to tender your limited partnership units.

   Questions  and  requests  for  assistance  or for  additional  copies of this
Amendment No. 1 or the Offer to Purchase, the Letter of Transmittal or any other
documents  relating  to the  Offer  may be  directed  to Keith  Madsen  at (816)
303-4500.

   THIS  TRANSACTION  HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES  COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION OR
UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

        The date of this Amendment No.1 to Offer to Purchase is May 8, 2001.

--------

   [FN1]  A $75  transfer  fee  per  transaction  charged  by the  Partnership's
independent transfer agent will reduce the aggregate payment received by limited
partners.