ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year ended December 31, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

 Commission File Number 2-95449
NATIONAL PROPERTIES INVESTMENT TRUST
Formerly Richard Roberts Real Estate Growth Trust I
(Exact name of registrant as specified in its charter)

         Massachusetts
	          06-6290322
(State or Other Jurisdiction of                 	   (I.R.S. Employer
Incorporation or Organization)                  	Identification Number)
  P.O. Box 148 Canton Center,  CT                   	    06020
(Address of Principal Executive Offices)
(Zip Code)

Registrant's Telephone Number, Including Area Code:    (860) 693-9624

Securities registered pursuant to Section 12 (b) of the Act:  None
Securities registered pursuant to Section 12 (g) of the Act:
Shares of Beneficial Interest
No Par Value

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days.     	Yes   X     	No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K .

State the aggregate market value of the voting stock held by non-affiliates of
the Registrant as of March 15, 2001:        Shares of Beneficial Interest
without par value $76,313 *
Documents Incorporated by Reference:   None

Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date:      Not Applicable

* As no established public trading market exists, a value of $0.121 (the
approximate Net Asset Value as of December 31, 2000) has been ascribed for the
purpose of this calculation.


PART I

ITEM 1.     BUSINESS.

NATIONAL PROPERTIES INVESTMENT TRUST (the "Trust") was organized on January
16, 1985, as a Massachusetts Business Trust. On July 23, 1993, the Trust
changed its name from Richard Roberts Real Estate Growth Trust I to its
current name. The Trust has made for 2000 and prior years, and intends to make
for 2001, an election to file as a real estate investment trust "REIT" under
the provisions of the Internal Revenue Code and intends to maintain this
status as long as it will benefit the Trust's shareholders.

Since inception, the Trust has invested directly in equity interests in five
commercial properties in the United States, which have income-producing
capabilities, four of which have been lost to foreclosure and the last
property was sold on December 31, 1997.   The Trust has experienced a loss of
$33,980, $26,837 and $220,401 for fiscal years ended December 31, 2000, 1999
and 1998, respectively.  The Trust considers its business to be operating in
one industry segment, investment in real property.

On December 31, 1997, the Trust, sold its sole real estate asset (the
"Property") to a newly formed real estate investment trust company, Philips
International Realty Corp., a Maryland corporation ("New REIT"), in exchange
for 32,000 shares of the common stock of the New REIT pursuant to a
Contribution and Exchange Agreement, dated August 11, 1997, as amended, among
the Trust, the Board of Trustees of the Trust, New REIT and certain affiliated
partnerships or limited liability companies associated with a private real
estate firm controlled by Philip Pilevsky and certain partners and members
thereof (the "Contribution and Exchange Agreement"). Soon after the issuance
of the New REIT stock, the stock split 1.706 to 1 and the shares were issued
on May 8, 1998.  The New REIT indirectly owns ten shopping center properties
in the New England, Mid-Atlantic and Southeast regions of the United States.
New REIT is not affiliated with the Trust or the Trustees of the Trust and the
sale price for the Property was determined by arm's-length negotiations
between the parties. The Property is an approximately 38,125 square foot
shopping center located in Lake Mary, Florida and, as of the date of sale, was
100% occupied. The consummation of the transactions contemplated by the
Contribution and Exchange Agreement, including the sale of the Property, was
approved by a majority of the shareholders of the Trust at its special meeting
held on December 30, 1997.   499,097 of the 747,553 shares entitled to vote at
such meeting approved the transaction proposal, with 13,219 opposed and 10,624
abstaining.

The Trust exchanged its sole real estate holding for 32,000 shares of the
Common Stock of New REIT plus the assumption of its first mortgage. The total
selling price was $2,161,940, resulting in a gain of $1,106,368.  3,744 shares
of the New REIT Common Stock were distributed to the Trust shareholders on
December 31, 1997 and approximately 20,256 of such shares were distributed to
the Trust shareholders on January 7, 1998 (representing in the aggregate not
less than 75% of the Common Stock received by the Trust). The remaining 8,000
shares were retained by the Trust and any distributions on the shares or net
proceeds from the sale of the shares will be available to the Trust for
working capital purposes.  The New REIT stock split 1.706 to 1 and the Trust
was issued a total of 13,648 on May 8, 1998.  The Trust is contingently liable
on the first mortgage.

The Trust, during 1998, sold all 13,648 shares that it owned in Philips
International Realty Corp.  The Trust received gross proceeds of $221,480 and
had realized losses of $178,520.  Substantially all of the Trust's assets were
held as cash as of December 31, 2000.    The Trust does not currently own any
operating assets.  The Trustees of the Trust are investigating new properties
as possible acquisitions for the Trust. Very preliminary negotiations are
currently underway with a potential merger candidate.  Should the Trust be
unable to acquire a new property(ies) by the end of 2001, the Trustees will
evaluate their options as to the best course of action for the Trust and will
liquidate the Trust if it were to lose its REIT status.


ITEM 2.     PROPERTIES.

The Shoppes at Lake Mary (Lake Mary, Florida)

On March 31, 1986, the Trust purchased The Shoppes at Lake Mary, a 38,125
square foot neighborhood strip shopping center located on 4.7 acres of land in
Lake Mary, Florida, from an unaffiliated entity for $3,200,000 in cash. The
Shoppes at Lake Mary is a two-story shopping center and office facility
consisting of three buildings and a parking lot with 191 parking spaces.  Lake
Mary is located in Seminole County, Florida, slightly north and to the east of
Orlando.

On December 31, 1997, the Trust, sold its sole real estate asset (the
"Property") to a newly formed real estate investment trust company, Philips
International Realty Corp., a Maryland corporation ("New REIT"), in exchange
for 32,000 shares of the common stock of the New REIT pursuant to a
Contribution and Exchange Agreement, dated August 11, 1997, as amended, among
the Trust, the Board of Trustees of the Trust, New REIT and certain affiliated
partnerships or limited liability companies associated with a private real
estate firm controlled by Philip Pilevsky and certain partners and members
thereof (the "Contribution and Exchange Agreement"). Soon after the issuance
of the New REIT stock, the stock split 1.706 to 1 and the shares were issued
on May 8, 1998.  The New REIT indirectly owns ten shopping center properties
in the New England, Mid-Atlantic and Southeast regions of the United States.
New REIT is not affiliated with the Trust or the Trustees of the Trust and the
sale price for the Property was determined by arm's-length negotiations
between the parties. The Property is an approximately 38,125 square foot
shopping center located in Lake Mary, Florida and, as of the date of sale, was
100% occupied.

The Trust during 1998, sold all 13,648 shares that it owned in Philips
International Realty Corp.  The Trust received gross proceeds of $221,480 and
had realized losses of $178,520.  Substantially all of the Trust's assets were
held as cash as of December 31, 2000.    The Trust does not currently own any
operating assets. The Trustees of the Trust are investigating new properties
as possible acquisitions for the Trust. Very preliminary negotiations are
currently underway with a potential merger candidate.  Should the Trust be
unable to acquire a new property(ies) by the end of 2001, the Trustees will
evaluate their options as to the best course of action for the Trust and will
liquidate the Trust if it were to lose its REIT status.




ITEM 3.     LEGAL PROCEEDINGS.

A lawsuit was brought by a successor of the former Advisor ("Former Advisor")
in the State of Connecticut against the Trust, Peter Stein (the Managing
Trustee of the Trust) individually, and First Investment Properties, Inc. (a
former Advisor of the Trust) for $105,000 plus interest, costs and attorney's
fees.  The suit contended that the Trust assumed and ratified the contract
between First Investment Properties, Inc., which succeeded the Former Advisor
as Advisor.   The Trust contended it was never party to the contract and
vigorously defended these actions which it considered groundless. The suit was
dismissed in November 2000.


ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF HOLDERS OF BENEFICIAL
	INTEREST.

A special meeting was held on December 30, 1997.  At this meeting, the
shareholders of the Trust voted to approve the acceptance of the "Contribution
and Exchange Agreement" between National Properties Investment Trust and the
New REIT, which agreement had been approved by the Trustees of the Trust in
August, 1997 for the sale of the Lake Mary property and approve certain
amendments to the Restated Declaration of Trust of National Properties
Investment Trust, and both proposals were approved by a majority of the
shareholders of the Trust.   499,097 of the 747,553 shares entitled to vote at
such meeting approved the transaction proposal, with 13,219 opposed and 10,624
abstaining.

An annual meeting of the shareholders was not held during 1997.  The
Declaration of Trust of National Properties Investment Trust requires an
annual meeting to be held within six months of the Trust's year end.

The annual meeting of shareholders was held May 29, 1998 and the shareholders
of the Trust reelected the Trustees of the Trust and voted to amend the
Declaration of Trust  and ratify the following:   In accordance with the
Declaration of Trust, the Trustees have approved amending the Trusts
Declaration of Trust, to the following effect, and recommend that the
Shareholders approve and ratify the same: (i) to confirm self-management of
the Trust by the Trustees, and the Managing Trustee and such officers as the
Trustees may appoint acting under their direction, (ii) to substitute for
provisions contemplating a finite life of the Trust and self-liquidation upon
sale of the Trust's last real estate asset, provision for perpetual life of
the Trust until terminated by action of a majority in interest of the
Shareholders, and (iii) to broaden the Trust's investment guidelines and
remove certain investment restrictions in order to give the Trustees greater
flexibility in managing the Trust's remaining assets for maximum realization
of value in the Trust, subject always to the purpose of the Trust to operate
so as to qualify as a real estate investment trust within the meaning of the
Internal Revenue Code.







PART II

ITEM 5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                   STOCKHOLDER MATTERS.

The Trust was engaged in a public offering through April 30, 1987. The Trust
has the authority to issue unlimited number of shares of Beneficial Interest,
without par value.  There is no established public trading market for the
Trust's shares. The Trust had 1,664 shareholders of record at December 31,
2000.

The Trusts old CUSIP number was 763-077-104 and its new CUSIP number is 637-
255-100.

On December 31, 1997, the Trust, sold its sole real estate asset (the
"Property") to a newly formed real estate investment trust company, Philips
International Realty Corp., a Maryland corporation ("New REIT"), in exchange
for 32,000 shares of the common stock of the New REIT pursuant to a
Contribution and Exchange Agreement, dated August 11, 1997, as amended, among
the Trust, the Board of Trustees of the Trust, New REIT and certain affiliated
partnerships or limited liability companies associated with a private real
estate firm controlled by Philip Pilevsky and certain partners and members
thereof (the "Contribution and Exchange Agreement"). Soon after the issuance
of the New REIT stock, the stock split 1.706 to 1 and the shares were issued
on May 8, 1998.  The New REIT indirectly owns ten shopping center properties
in the New England, Mid-Atlantic and Southeast regions of the United States.
New REIT is not affiliated with the Trust or the Trustees of the Trust and the
sale price for the Property was determined by arm's-length negotiations
between the parties. The Property is an approximately 38,125 square foot
shopping center located in Lake Mary, Florida and, as of the date of sale, was
100% occupied. The consummation of the transactions contemplated by the
Contribution and Exchange Agreement, including the sale of the Property, was
approved by a majority of the shareholders of the Trust at its special meeting
held on December 30, 1997.   499,097 of the 747,553 shares entitled to vote at
such meeting approved the transaction proposal, with 13,219 opposed and 10,624
abstaining.

The Trust exchanged its sole real estate holding for 32,000 shares of the
Common Stock of New REIT plus the assumption of its first mortgage. The total
selling price was $2,161,940, resulting in a gain of $1,106,368.  3,744 shares
of the New REIT Common Stock were distributed to the Trust shareholders on
December 31, 1997 and approximately 20,256 of such shares were distributed to
the Trust shareholders on January 7, 1998 (representing in the aggregate not
less than 75% of the Common Stock received by the Trust). The remaining 8,000
shares were retained by the Trust and any distributions on the shares or net
proceeds from the sale of the shares will be available to the Trust for
working capital purposes.  The New REIT stock split 1.706 to 1 and the Trust
was issued a total of 13,648 on May 8, 1998.  The Trust is contingently liable
on the first mortgage.






The Trust during 1998, sold all 13,648 shares that it owned in Philips
International Realty Corp.  The Trust received gross proceeds of $221,480 and
had realized losses of $178,520.  Substantially all of the Trust's assets were
held as cash as of December 31, 2000.    The Trust does not currently own any
operating assets. The Trustees of the Trust are investigating new properties
as possible acquisitions for the Trust. Very preliminary negotiations are
currently underway with a potential merger candidate.  Should the Trust be
unable to acquire a new property(ies) by the end of 2001, the Trustees will
evaluate their options as to the best course of action for the Trust and will
liquidate the Trust if it were to lose its REIT status.

The Trust declared and paid cash distributions on a monthly basis from
February 1986 through September 1988.  On April 11, 1989, the Trustees voted
to suspend the quarterly shareholders' dividend indefinitely, effective with
the scheduled distribution for the first quarter of 1989.  This decision was
predicated upon the desire to direct all available funds into property
operations.  A one-time dividend was declared in January 1996, paid in
February 1996, payable to shareholders of record as of September 30, 1995, of
$0.05 per share.  This dividend was a return of capital to the shareholders.
The dividend was declared by the sole vote of the Managing Trustee (See Item
13 - Certain Relationships and Related Transactions).  The Trust declared and
paid a property dividend on December 31, 1997, payable to the shareholders of
record as of December 4, 1997, of 3,744 shares Philips International Realty
Corp. common stock.  The dividend had an approximate value of $0.25 per share.
The Trust declared and paid a property dividend on January 7, 1998, payable to
the shareholders of record as of December 4, 1997, of 20,256 shares Philips
International Realty Corp. common stock.  The dividend had an approximate
value of $1.35 per share.

The Trust has made for prior years, and intends to make for 2000, an election
to file as a real estate investment trust (REIT) for federal tax purposes, and
if so qualified, will not be taxed on earnings distributed to shareholders.
Dividends to shareholders will be taxable dividends to the extent the Trust
has taxable income.  Dividends in excess of taxable income will be a return of
capital to the shareholders.






ITEM 6.     SELECTED FINANCIAL DATA.

The following table summarizes certain selected financial data for the Trust
for the years ended December 31, 2000, 1999, 1998, 1997 and 1996, and should
be read in conjunction with the accompanying financial statements.

Statement of
Operations:
2000
1999
1998
1997
1996
Gross Rental Income
$     -

$     -

$    -
 $
350,302
$ 340,768
Net Income (Loss) From
Property Operations

-

-

-

(39,765)

(20,187)
Interest & Dividend
Income
794
2,411
3,565
656
1,589
Gain (Loss) Due to
Disposition of Assets
&
Loss Revenue (3) (4)


-


-


(223,966)


1,106,368


-
Net Income (Loss)
(33,980)
(26,837)
(220,401)
1,067,259
(18,598)
Per Share Data:





Net Income (Loss) (1)
(.05)
(.04)
(0.30)
1.45
(0.03)
Distributions Declared
-
-
1.35
0.25
0.05
Weighted Average
Number
of Shares of
Beneficial
Interest Outstanding
(1)


746,882


747,528


747,528


735,288


718,496
Balance Sheet:





Total Assets (2&3)
38,300
62,593
102,818
1,452,115
1,050,867
Mortgage Loans Payable
(2&3)

-

-

 -
-

-

571,258
Shareholder's Equity
23,511
58,770
85,638
1,319,622
405,681

(1)	Earnings (Loss) per Share of Beneficial Interest are computed based on
the weighted average number of Shares of Beneficial Interest outstanding
during the period.

(2)	On October 26, 1995, the Trust borrowed $600,000 to extinguish the
mortgage payable, make capital and tenant improvements, pay delinquent
real estate taxes, accumulate working capital and to provide funds to
pay a one-time dividend.  The Shoppes at Lake Mary were pledged as
collateral for this loan

(3)	On December 31, 1997, the Trust sold its sole remaining real property in
exchange for 32,000 shares of Philips International Realty Corp. common
stock and the assumption of the 1st mortgage of $546,940.
 .
      (4) The loss for 1998 is comprised of a loss from discontinued
operations of $47,628 and a loss from the sale of investments of $178,520.





ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS.

Liquidity and Capital Resources

At December 31, 2000, the Trust has cash of approximately $37,400, which is
comprised almost entirely of proceeds from the sale of investments.

On December 31, 1997, the Trust, sold its sole real estate asset (the
"Property") to a newly formed real estate investment trust company, Philips
International Realty Corp., a Maryland corporation ("New REIT"), in exchange
for 32,000 shares of the common stock of the New REIT pursuant to a
Contribution and Exchange Agreement, dated August 11, 1997, as amended, among
the Trust, the Board of Trustees of the Trust, New REIT and certain affiliated
partnerships or limited liability companies associated with a private real
estate firm controlled by Philip Pilevsky and certain partners and members
thereof (the "Contribution and Exchange Agreement"). Soon after the issuance
of the New REIT stock, the stock split 1.706 to 1 and the shares were issued
on May 8, 1998.  The New REIT indirectly owns ten shopping center properties
in the New England, Mid-Atlantic and Southeast regions of the United States.
New REIT is not affiliated with the Trust or the Trustees of the Trust and the
sale price for the Property was determined by arm's-length negotiations
between the parties. The Property is an approximately 38,125 square foot
shopping center located in Lake Mary, Florida and, as of the date of sale, was
100% occupied. The consummation of the transactions contemplated by the
Contribution and Exchange Agreement, including the sale of the Property, was
approved by a majority of the shareholders of the Trust at its special meeting
held on December 30, 1997.   499,097 of the 747,522 shares entitled to vote at
such meeting approved the transaction proposal, with 13,219 opposed and 10,624
abstaining.

The Trust exchanged its sole real estate holding for 32,000 shares of the
Common Stock of New REIT plus the assumption of its first mortgage. The total
selling price was $2,161,940, resulting in a gain of $1,106,368.  3,744 shares
of the New REIT Common Stock were distributed to the Trust shareholders on
December 31, 1997 and approximately 20,256 of such shares were distributed to
the Trust shareholders on January 7, 1998 (representing in the aggregate not
less than 75% of the Common Stock received by the Trust). The remaining 8,000
shares were retained by the Trust and any distributions on the shares or net
proceeds from the sale of the shares will be available to the Trust for
working capital purposes.  The New REIT stock split 1.706 to 1 and the Trust
was issued a total of 13,648 on May 8, 1998.  The Trust is contingently liable
on the first mortgage.

The Trust during 1998, sold all 13,648 shares that it owned in Philips
International Realty Corp.  The Trust received gross proceeds of $221,480 and
had realized losses of $178,520.  Substantially all of the Trust's assets were
held as cash as of December 31, 2000.    The Trust does not currently own any
operating assets.  The Trustees of the Trust are investigating new properties
as possible acquisitions for the Trust. Very preliminary negotiations are
currently underway with a potential merger candidate.  Should the Trust be
unable to acquire a new property(ies) by the end of 2001, the Trustees will
evaluate their options as to the best course of action for the Trust and will
liquidate the Trust if it were to lose its REIT status.

The principal assets of the Trust consist of cash.

Results of Operations

Year Ended December 31, 2000 compared to Year Ended December 31, 1999

For the year ended December 31, 2000, the Trust reported no income or loss
from operations.  The Trust sold its sole remaining operating asset on
December 31, 1997.  During 2000, the Trust incurred $35,903 in general and
administrative expenses incurred in administering the Trust and for searching
for new merger candidates.

Year Ended December 31, 1999 compared to Year Ended December 31, 1998

For the year ended December 31, 1999, the Trust reported no income or loss
from operations.  The Trust sold its sole remaining operating asset on
December 31, 1997.  During 1999, the Trust incurred $29,248 in general and
administrative expenses incurred in administering the Trust and for searching
for new merger candidates.

Year Ended December 31, 1998 compared to Year Ended December 31, 1997

For the year ended December 31, 1998, the Trust reported no income or loss
from operations.  The Trust sold its sole remaining operating asset on
December 31, 1997.  During 1998, the Trust incurred $45,446 in general and
administrative expenses incurred in administering the Trust and for searching
for new merger candidates.  The Trust sold its remaining interest in Philips
International Realty Corp. and had realized losses from the sale of
investments of $178,520.

Year Ended December 31, 1997 compared to Year Ended December 31, 1996

For the year ended December 31, 1997, the Trust reported a net loss from
property operations of  $39,765, as compared to net loss from property
operations of  $20,187 for the year ended December 31, 1996. Significant
variances from 1996 are as follows; the increase in gross rental income for
the year ended December 31, 1997 is the result of decreases in vacancies
resulting in an increase of gross rental of $5,641 and rent escalations
resulting in an increase of gross rental income of $10,586 and a decrease in
gross rental income due to rent concessions of $6,693. Rental expenses
increased by $23,774 for the year ended December 31, 1997 as a result of the
write-off of the remaining balance of capitalized loan origination costs of
$7,478, increase in depreciation of $4,133 as a result of the new sewer
construction and improvements, an increase in property taxes of $7,104 over
the prior year, and the write-off of the remaining balance of capitalized
leasing commissions of $5,531.  General and administrative expenses increased
by $5,338 for the year ended December 31, 1997 over the year ended December
31, 1996 due to increases in expenses related to the Trust's preparation for
the proposed sale of $3,831, decreases in travel and entertainment of $3,571,
and increases in health insurance premiums of $6,095. Also, the Trust had net
income of $1,067,259 for the year ended December 31, 1997, compared to a net
loss of $18,598 for the year ended December 31, 1996.  The increase is the
result of a gain on the sale of real estate of $1,106,368 on December 31,
1997.

On December 31, 1997, the Trust, sold its sole real estate asset (the
"Property") to a newly formed real estate investment trust company, the
Philips International Realty Corp., a Maryland corporation ("New REIT"), in
exchange for 32,000 shares of the Common Stock of New REIT plus the assumption
of its first mortgage. The total selling price was $2,161,940, resulting in a
gain of $ 1,106,368. 3,744 shares of the New REIT Common Stock were
distributed to the Trust shareholders on December 31, 1997 and approximately
20,256 of such shares were distributed to the Trust shareholders on January 7,
1998 (representing in the aggregate not less than 75% of the Common Stock
received by the Trust). The remaining 8,000 shares are to be retained by the
Trust and any distributions on the shares or net proceeds from the sale of the
shares will be available to the Trust for working capital purposes.

The Trust's sole remaining substantial asset is an interest in Philips
International Realty Corp.   The Trust does not currently own any operating
assets.   The Trust is contractually bound to operate for one year until
December 31, 1998.  The Trustees of the Trust plan to investigate new
properties as possible acquisitions for the Trust.  No potential properties
are currently under investigation.  Should the Trust be unable to acquire a
new property(ies) by the end of 1998, the Trustees will evaluate their options
as to the best course of action for the Trust.

Currently, there is no agreement with regards to compensation of the Managing
Trustee (See Item 13 - Certain Relationships and Related Transactions) and
compensation paid to the Managing Trustee was $48,000 for the year ended
December 31, 1997.



ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.





NATIONAL PROPERTIES INVESTMENT TRUST

INDEX




	Independent Auditors' Reports

 	Comparative Balance Sheet as of December 31, 2000 and 1999

	Comparative Statement of Operations for the Years Ended December 31,
2000, 1999 and 1998

	Comparative Statement of Changes in Shareholders' Equity for the Years
Ended December 31, 2000, 1999 and 1998

	Comparative Statement of Cash Flows for the Years Ended December 31,
2000, 1999 and 1998

	Notes to the Financial Statements

          Supplemental Financial Statement Schedules:

	None



	_______________

	Schedules Not Filed:
All schedules except, those indicated above, have been omitted because
either the required information is not applicable or the information is
shown in the financial statements or notes thereto.



Trustees
National Properties Investment Trust
P.O. Box 148
Canton Center, Connecticut  06020

We have compiled the accompanying balance sheet of National Properties
Investment Trust as of December 31, 2000 and 1999, and the related statements
of operations, changes in shareholders' equity, and cash flows for the years
then ended, in accordance with Statements on Standards for Accounting and
Review Services issued by the American Institute of Certified Public
Accountants.

A compilation is limited to presenting in the form of financial statements
information that is the representation of management.  We have not audited or
reviewed the accompanying 2000 and 1999 financial statements and, accordingly,
do not express an opinion or any other form of assurance on them.

The financial statements for the year ended 1998, was audited by us and we
expressed an unqualified opinion on them in our report dated March 12, 1999,
but we have not performed any auditing procedures since that date.

The accompanying financial statements have been prepared assuming that the
Trust will continue as a going concern.  As described in Note 1 and Note 6 to
the financial statements, the Trust has sold its remaining operating assets,
which raise substantial doubt its ability to continue as a going concern.
Management's plans regarding those matters are also described in Note 6.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


January 26, 2001

Respectfully submitted,



BERNARDI & COMPANY, LLC
Certified Public Accountants

NATIONAL PROPERTIES INVESTMENT TRUST
CANTON CENTER, CONNECTICUT
COMPARATIVE BALANCE SHEET
See Accountants' Compilation Report


















December 31,




2000

1999




(Compiled)

(Compiled)
ASSETS:





Investments in personal property
$
               900
$
            2,029

Cash and cash equivalents

          37,400

          60,564







TOTAL ASSETS
$
          38,300
$
          62,593







LIABILITIES:





Accounts payable and accrued expenses
$
          14,183
$
            3,217

Due to shareholders

               606

               606


Total Liabilities

          14,789

            3,823







SHAREHOLDERS' EQUITY:





Shares of beneficial interest, no par value, unlimited





  authorization, shares issued and outstanding were





  746,262 in 2000 and 747,502 in 1999

   11,790,226

   11,790,376

Accumulated deficit

(  11,766,715)

(  11,731,606)


Total Shareholders' Equity

          23,511

          58,770







TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$
          38,300
$
          62,593


































































For the Years Ended December 31




2000

1999

1998




(Compiled)

(Compiled)

(Audited)








Restated
 LAKE MARY REAL ESTATE:







Gross rental income

$
              -
$
               -

               -
Rental expenses


              -

               -

               -
General and administrative expenses


(  35,903)

(    29,248)

(    45,446)

Net Income (Loss) from Property Operations


(  35,903)

(    29,248)

(    45,446)


















Interest income


         794

        2,290

             18
Dividend income


              -

           121

        3,547
Loss on sale of investments


              -

               -

(  178,520)

Total Other Income (Expense)


         794

        2,411

(  174,955)













(  35,109)

(    26,837)

(  220,401)






























$
(      0.05)
$
(        0.04)

(        0.30)



























INTEREST


  746,882

    747,528

    747,528






















NATIONAL PROPERTIES INVESTMENT TRUST
CANTON CENTER, CONNECTICUT
COMPARATIVE STATEMENT OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents



















For the Years Ended December 31,







2000

1999

1998







(Compiled)

(Compiled)

(Audited)











Restated
CASH FLOWS FROM OPERATING ACTIVITIES:








Net income (loss)


$
(  35,109)
$
(    26,837)
$
(  220,401)












Adjustments to reconcile net income (loss) to net cash








  provided by (used in) operating activities








Depreciation and amortization



     1,129

        1,129

        1,129
(Gain) loss on sale of asset



             -

               -

    178,520
Changes in Assets and Liabilities:









Receivables



             -

        1,137

           177

Deposits



             -

               -

        1,543

Accounts payable



   10,964

(      4,782)

(    10,489)

Accrued expenses



             -

               -

(    13,427)

Due to shareholders



             -

               -

           606

Prepaid rent and security deposits



             -

(      8,575)

               -


Total Adjustments



   12,093

(    11,091)

    158,059


Net Cash Provided By (Used In) Operating Activities



(  23,016)

(    37,928)

(    62,342)












CASH FLOWS FROM INVESTING ACTIVITIES:








Proceeds from sale of investments



             -

               -

    221,480

Net Cash Flows Provided By (Used In) Investing Activities



             -

               -

    221,480












CASH FLOWS FROM FINANCING ACTIVITIES:








Principal payments on debt



             -

               -

(    89,821)
Proceeds from the issuance of shares



     1,189

        1,772

        3,478
Redemption of shares



(    1,337)

(      1,803)

(      4,261)

Net Cash Provided By (Used In) Financing Activities



(       148)

(           31)

(    90,604)












NET INCREASE (DECREASE) IN CASH



(  23,164)

(    37,959)

      68,534

AND CASH EQUIVALENTS




















CASH AND CASH EQUIVALENTS, BEGINNING OF



   60,564

      98,523

      32,171

YEAR




















CASH AND CASH EQUIVALENTS, END OF YEAR


$
   37,400
$
      60,564
$
    100,705
























See Accompanying Notes


NOTE 1 - 	Organization and Summary of Accounting Policies:

A.  Organization:
National Properties Investment Trust (formerly Richard Roberts
Real Estate Growth Trust I) (the "Trust") was organized on January
16, 1985 as a Massachusetts Business Trust.  The Trust invests
directly in equity interests in commercial, industrial and/or
residential properties in the United States, which have income-
producing capabilities, and intends to hold its properties for long-
term investment.

On December 31, 1997, the Trust, sold its sole real estate asset (the
"Property") to a newly formed real estate investment trust company,
Philips International Realty Corp., a Maryland corporation ("New
REIT"), in exchange for 32,000 shares of the common stock of the New
REIT pursuant to a Contribution and Exchange Agreement, dated August
11, 1997, as amended, among the Trust, the Board of Trustees of the
Trust, New REIT and certain affiliated partnerships or limited
liability companies associated with a private real estate firm
controlled by Philip Pilevsky and certain partners and members
thereof (the "Contribution and Exchange Agreement"). Soon after the
issuance of the New REIT stock, the stock split 1.706 to 1 and the
shares were issued on May 8, 1998.  The New REIT indirectly owns ten
shopping center properties in the New England, Mid-Atlantic and
Southeast regions of the United States. New REIT is not affiliated
with the Trust or the Trustees of the Trust and the sale price for
the Property was determined by arm's-length negotiations between the
parties. The Property is an approximately 38,125 square foot shopping
center located in Lake Mary, Florida and, as of the date of sale, was
100% occupied. The consummation of the transactions contemplated by
the Contribution and Exchange Agreement, including the sale of the
Property, was approved by a majority of the shareholders of the Trust
at its special meeting held on December 30, 1997.   499,097 of the
747,522 shares entitled to vote at such meeting approved the
transaction proposal, with 13,219 opposed and 10,624 abstaining.

The Trust exchanged its sole real estate holding for 32,000 shares of
the Common Stock of New REIT plus the assumption of its first
mortgage. The total selling price was $2,161,940, resulting in a gain
of $1,106,368.  3,744 shares of the New REIT Common Stock were
distributed to the Trust shareholders on December 31, 1997 and
approximately 20,256 of such shares were distributed to the Trust
shareholders on January 7, 1998 (representing in the aggregate not
less than 75% of the Common Stock received by the Trust). The
remaining 8,000 shares were retained by the Trust and any
distributions on the shares or net proceeds from the sale of the
shares will be available to the Trust for working capital purposes.
The New REIT stock split 1.706 to 1 and the Trust was issued a total
of 13,648 on May 8, 1998.  The Trust is contingently liable on the
first mortgage.




NOTE 1 - 	Organization and Summary of Accounting Policies: (Continued)

B.  Method of Accounting:
The financial statements of the Trust have been prepared on the
accrual basis of accounting.

C.  Cash Equivalents:
For financial statement purposes, the Trust considers all highly
liquid investments with original maturities of three months or less
to be cash equivalents.

D.  Income Taxes:
The Trust has made for prior years, and intends to make for 2000,
an election to file as a real estate investment trust (REIT) for
federal tax purposes, and if so qualified, will not be taxed on
earnings distributed to shareholders.  Accordingly, no provision for
federal income taxes has been made for the periods ended December 31,
2000, 1999 and 1998.  However, the Trust is subject to state income
taxes, where applicable.

E.  Real Estate Assets and Depreciation:
On January 1, 1996, the Company adopted the provisions of
Statement of Financial Accounting Standards  ("SFAS") No. 121"
Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of." The statement requires impairment losses
to be recognized for long-lived assets, on a property by property
basis, used in operations when indicators of impairment are present
and the undiscounted future cash flows are not sufficient to recover
the assets, carrying value. If such indicators are present, an
impairment loss is recognized based on the excess of the carrying
amount of the impaired asset over its fair value.

For long-lived assets to be disposed of, impairment losses are
recognized when the fair value of the asset, less the estimated cost
to sell, is less than the carrying value of the asset measured at the
time management commits to a plan to dispose of the asset.  Assets
are classified as assets to be disposed of when management has
committed to sell and is actively marketing the property.  Assets to
be disposed of are carried at the lower of carrying value or fair
value less cost to dispose, determined on an asset by asset basis.
Depreciation is not recorded during the period in which assets are
held for disposal and gains (losses) from initial and subsequent
adjustments to the carrying value of the assets, if any, are recorded
as a separate component of income from continuing operations.
Adoption of this standard did not have a material impact on the
Company's financial position or results of operations.

Depreciation was computed using the straight-line method over an
estimated depreciable life of 40 years for real property, 7 years for
personal property, and over the life of the related lease for tenant
improvements.  The only property owned by the Trust was written down
to its realizable value at December 31, 1991.


NOTE 1 - 	Organization and Summary of Accounting Policies: (Continued)

F.   Accumulated Deficit:
The accumulated deficit, reported as a reduction of Shareholders'
Equity, includes net losses recognized and distributions made to
Shareholders as a return of capital invested.

G.  Use of Estimates:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures.  Accordingly, actual results could differ from those
estimates.

NOTE 2 - 	Related Party Transactions:
The Trust paid the Managing Trustee $0, $0 and $0 as compensation
for managing the Trust property for the years ended December 31,
2000, 1999 and 1998, respectively.  In addition, effective in
November 1995, the Trust offices are located at premises owned by the
Managing Trustee.  No rent was charged to the Trust in 2000, 1999 and
1998; however, the Trust paid utility bills for the office of $990 in
2000, $780 in 1999, and $845 in 1998.

In 2000 and 1999, the Trust paid health insurance premiums of
$3,589 and $8,090 on behalf of two Trustees, respectively.  The Trust
paid $0 and $315 to a credit card account of the Managing Trustee for
reimbursement of Trust expenses during 2000 and 1999, respectively.

On March 3, 1997, the Trust issued 30,416 shares of beneficial
interest to a Profit Sharing Retirement Plan for the benefit of a
Trustee of the Trust.  The shares were issued for $1.2132 per share,
totaling $36,900.

As part of their compensation for their involvement in the sale of
the real estate by the Trust to Philips International Realty Corp.,
two Trustees received a total of 5,000 shares of Philips
International Realty corp. common stock, valued at $250,000.  In
addition the two Trustees received warrants to purchase an additional
8,000 shares of Philips International Realty Corp. common stock.

NOTE 3 - 	Earnings Per Share:
Earnings per Share of Beneficial Interest are computed on the
weighted average number of Shares of Beneficial Interest outstanding
during the period.






NOTE 4 - 	Investment in Personal Property:
All of the Trust's properties are recorded at historical cost.

On December 31, 1997, National Properties Investment Trust, sold
its sole real estate asset to a newly formed real estate investment
trust company, the Philips International Realty Corp., a Maryland
corporation.

The Trust's property and equipment are as follows:



NOTE 5 - 	Correction of Error:
     The accrued expenses and general and administrative expenses
were overstated  $2,182 in 1998.  Accordingly, the accrual and
related expense were adjusted to reflect the correct expense.

NOTE 6 - 	Going Concern:
The Trust during 1998, sold all 13,648 shares that it owned in
Philips International Realty Corp.  The Trust received gross proceeds
of $221,480 and had realized losses of $178,520.  Substantially all
of the Trust's assets were held as cash as of December 31, 2000.
The Trust does not currently own any operating assets.   The Trust
was contractually bound to operate for one year until December 31,
1998.  The Trustees of the Trust are investigating new properties as
possible acquisitions for the Trust. Very preliminary negotiations
are currently underway with a potential merger candidate.  Should the
Trust be unable to acquire a new property(ies) by the end of 2001,
the Trustees will evaluate their options as to the best course of
action for the Trust and will liquidate the Trust if it were to lose
its REIT status.

NOTE 7- 	Sale of Lake Mary Property:
On December 31, 1997, the Trust exchanged its sole real estate
holding for 32,000 shares of the Common Stock of New REIT, valued at
$1,600,000 plus the assumption of its first mortgage. The total
selling price was $2,161,940, resulting in a gain of $1,106,368.  The
Trust remains contingently liable on the first mortgage.






NOTE 7- 	Sale of Lake Mary Property: (Continued)
The value of the Philips International Realty Corp. stock and the
value of the Lake Mary real property were determined based upon the
opinions of the each parties financial advisors.  The relative
valuations of the Partnership Properties, and the Trust's Property,
were considered independently by the Philips Group and the Trust, and
negotiated on an arm's-length basis. The Trust and the Philips Group
are not related parties and retained separate legal counsel and
financial advisors. The terms of the Contribution and Exchange
Agreement were the result of lengthy negotiations. However, no third-
party appraisals of the Properties or any other assets were used to
value such property for purposes of the Transaction.

Accordingly, no assurance can be given that the valuation of
Philips International Realty Corp. implied by the market
capitalization of Philips International Realty Corp. does not exceed
the aggregate value of the Properties that might have been obtained
from an independent appraisal, or that the common stock received by
the Trust in the Transactions reflects the fair value of the Trust's
Property.

NOTE 8- 	Dividends Paid to Shareholders:
The Trust declared and paid cash dividends on a monthly basis from
February 1986 through September 1988.  On April 11, 1989, the
Trustees voted to suspend the quarterly shareholders' dividend
effective with the scheduled distribution for the first quarter of
1989.

A one-time dividend was declared in January 1996, paid in February
1996, and payable to shareholders of record as of September 30, 1995,
of $0.05 per share.  This dividend was a return of capital to the
shareholders.  The dividend was declared by the sole vote of the
Managing Trustee.

A specific date of re-establishment of the quarterly shareholders'
dividend has not yet been determined.  Distributions made by the
Trust are at the discretion of the Trustees.  Future distributions,
if any, will be dependent upon the earnings and cash flow of the
Trust, its financial condition and other relevant factors.

Dividends declared per share, are based upon the actual number of
shares outstanding on the date of declaration and not upon the
weighted average number of shares outstanding during the period used
in computing earnings per share.

The Trust declared a property dividend of 3,744 shares of the New
REIT common stock distributed to the Trust shareholders on December
31, 1997 to the shareholders of record on December 4, 1997 and
declared a property dividend of 20,256 of such shares distributed to
the Trust shareholders on January 7, 1998 to the shareholders of
record on December 4, 1997 (representing in the aggregate not less
than 75% of the Common Stock received by the Trust). The remaining
8,000 shares are to be retained by the Trust and any distributions on
the shares or net proceeds from the sale of the shares will be
available to the Trust for working capital purposes.

NOTE 9 - 	Contingencies:
Salvatore R. Carabetta, an Independent Trustee, resigned on June
30, 1996.  A successor Trustee was not appointed until June 16, 1997,
which is greater than the 60 day period required by the Declaration
of Trust for the appointment of a successor Trustee.   The
Declaration of the Trust requires a new Trustee to be appointed
within 60 days.   On June 16, 1997 Robert Reibstein was appointed as
Trustee of the Trust.

On January 6, 1996 the Managing Trustee, Peter Stein, declared a
dividend without the express approval of Mr. Carabetta.  Mr. Stein
believes that the request for a vote sent to Mr. Carabetta twice by
certified mail and not responded to, constitutes a presence at a vote
and abstention from the vote.  Additionally until June 25, 1996 when
Jay Goldman was elected as Trustee of the Trust, Peter Stein, the
Managing Trustee, had been acting on behalf of the Trust without the
express approval of  the majority of the Trustees.  Peter Stein and
Salvatore Carabetta were the sole remaining Trustees and since a
majority of Trustees need to be present to have a vote, both Trustees
needed to be present to hold a vote.  On June 16, 1997, a Trustee
meeting was held and the Trustees acknowledged that the Trust was
operating without the full complement of Trustees and approved and
ratified all actions carried out by the officers of the Trust.

On June 16, 1997, the Trustees adopted an Amended and Restated
Declaration of Trust, which provides that the Trust may choose to
elect officers, including a President who shall act as Managing
Trustee, and which further defines the powers and limitations of the
officers of the Trust.  As of September 30, 1997, no officers of the
Trust have been appointed to oversee the management of the Trust.

In July 1993, the then trustees of Trust amended the Declaration
of Trust, without seeking or obtaining shareholder approval, to,
among other things, create an open-end trust such that National would
have an infinite life. Since the date of such amendment, National and
its trustees have been acting at all times in a manner consistent
with such infinite life status. Although the current Trustees believe
that such trustees acted within their discretionary authority under
the original Declaration of Trusts in effecting such amendment
without seeking shareholder approval and that such amendment was
properly adopted, there can be no assurance that one or more
shareholders of the Trust will not challenge the validity of such
amendment premised upon the need for such shareholder approval under
the terms of the original Declaration of Trust or seek damages for
breach of the contractual provisions of the original Declaration of
Trust. If such a challenge was successfully brought, Trust may be
required to obtain shareholder approval of such amendment in order to
maintain its infinite life status (as opposed to liquidating one year
after the completion of the Formation Transactions), and there can be
no assurances that such shareholder approval, if required, would be
obtained.


NOTE 9 - 	Contingencies: (Continued)

A lawsuit was brought by a successor of the former Advisor
("Former Advisor") in the State of Connecticut against the Trust,
Peter Stein (the Managing Trustee of the Trust) individually, and
First Investment Properties, Inc. (a former Advisor of the Trust) for
$105,000 plus interest, costs and attorney's fees.  The suit
contended that the Trust assumed and ratified the contract between
First Investment Properties, Inc., which succeeded the Former Advisor
as Advisor.   The Trust contended it was never party to the contract
and vigorously defended these actions which it considered groundless.
The suit was dismissed in November 2000.

Management is unable to determine the effects the above event will
have on the financial condition of the Trust, if any.

NOTE 10-	Supplemental Disclosure of Cash Flow Information:


2000
1999
1998
Cash paid during the year -



    Income taxes
$  321
$   -
$
         -

    Interest

$   -
$   -
$       4,
937
Non-cash transaction -
  Share of Philips
International



    Realty Corp. common
stock
    Distributed as a
dividend

$   -

$   -

$
1,012,800

NOTE 11 -	Prior Period Adjustment:
During the year ended December 31, 2000, as a result of an
audit of the 1997 state tax return a change was made to the
retained earnings of the Company.  The adjustment increased
accrued expenses and accumulated deficit by $2,342.



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                   ACCOUNTING AND FINANCIAL DISCLOSURE.

		NONE


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The Trustees collectively have ultimate control over the management of the
Trust and the conduct of its affairs.  Peter Stein, the Managing Trustee, (See
Item 13 - Certain Relationships and Related Transactions) administers the day-
to-day operations of the Trust.

Under the Declaration of Trust, the Trustees or their nominees hold legal
title to the property of the Trust.  Independent Trustees will at all times
comprise a majority of the Trustees in office.  The Trustees serve for a term
of one year or until their successors are elected and qualified.  Trustees
were re-elected at the annual meeting.  The Declaration of Trust calls for a
minimum of three Trustees, and a majority of the Trustees must be independent
Trustees.  Should a trustee resign and there are less than three trustees,
then the Trust may operate as if it has the required minimum Trustees until a
new Trustee is appointed, which shall be done within sixty days.  A Trustee
may be removed with cause by all the remaining Trustees, or with or without
cause by the holders of a majority of the outstanding Shares.  The independent
Trustees do not serve the Trust on a full-time basis and will devote only so
much of their time to the Trust as is necessary or required for the conduct of
the Trust's business.  Each of the independent Trustees has, and will continue
to have, a principal occupation and/or source of income other than that of the
Trust and it is contemplated that they will not devote a substantial portion
of their time to the discharge of their duties as Trustees.

The Trustees are as follows:

PETER M. STEIN

Mr. Stein, who is 50 years old, has a 26-year involvement in investment real
estate, being involved in over 55 investment programs.  Mr. Stein has directed
his own firm since graduating from Lafayette College in 1973.  As Managing
Trustee (See Item 13 - Certain Relationships and Related Transactions) of the
Trust, Mr. Stein oversees the administration of the Trust, and as such, is
empowered to implement the intentions of the Trustees.








JAY GOLDMAN

Jay Goldman, a lawyer in Boston, Massachusetts, received a B.A. from Lake
Forrest College, a J.D. from Boston University Law School, and a L.L.M.
(Taxation) from Boston University Law School.  He has extensive experience in
various segments of the real estate industry including development, finance,
and tax related syndications.

In addition to his decades of real estate experience, Mr. Goldman has been
involved in a broad range of investment banking and financial advisory
services for principals and joint venture partners, including such services
for start up and emerging companies.  Mr. Goldman has also been active in
international merchant banking transactions.

ROBERT H. REIBSTEIN

Robert H. Reibstein graduated from Boston University with a B.A. in Economics
in 1978 and a Masters in Business Administration with a concentration in
Finance in 1984.  He began working in the real estate industry in 1984,
acquiring commercial and multi-family properties for growth and income
syndication funds.  Since 1988, Mr. Reibstein has provided consulting and
advisory services to private and institutional real estate companies and
pension funds.  Currently, he is involved with analysis and valuation of
commercial debt and equity portfolios for portfolio management purposes.  Mr.
Reibstein is experienced in structuring portfolios and managing the due
diligence process for commercial mortgage backed security transactions.

Salvatore R. Carabetta, an Independent Trustee, resigned on June 30, 1996.  A
successor Trustee was not appointed until June 16, 1997, which is greater than
the 60 day period required by the Declaration of Trust for the appointment of
a successor Trustee.   The Declaration of the Trust requires a new Trustee to
be appointed within 60 days.   On June 16, 1997 Robert Reibstein was appointed
as Trustee of the Trust.   (See Item 13 - Certain Relationships and Related
Transactions).


ITEM 11.   EXECUTIVE COMPENSATION.

Under the Declaration of Trust, the Independent Trustees are entitled to
receive reasonable compensation for their services as Trustees (See Item 13 -
Certain Relationships and Related Transactions).   In addition, the Trust will
reimburse the Trustees (including those who are affiliates) for travel and
other expenses incurred in connection with their duties as Trustees.

The Managing Trustee was not paid in 2000 for managing the Trust's property.
However, the Trust paid health insurance premiums of  $3,589 on behalf of two
Trustees.

Management does not anticipate any management fees or other trustee fees to be
paid to any trustee unless the Trust is able to acquire new real property.



ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT.

To the best knowledge of the Trust, on January 15, 2001, two shareholders of
record owned more than five percent of its Shares of Beneficial Interest.  The
following Trustees hold shares of beneficial interest of the Trust.

		Name of		Amount and Nature
		Beneficial 		      Of Beneficial			Percentage
		   Owner		        Ownership			Ownership

		Gretchen Stein		73,255 Shares   		   	9.8%
Peter Stein		Indirectly -  54,124.77 Shares		7.2%
			 (same shares as above)
		Jay Goldman		Indirectly -  58,693.68 Shares	    	7.8%
		Robert R. Reibstein	4,003.00 Shares			0.5%


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Effective in November 1995, the Trust offices are located at premises owned by
the Managing Trustee.  No rent was charged to the Trust in 2000, 1999 and
1998; however, the Trust paid utility bills for the office of $990 in 2000,
$780 in 1999 and $845 in 1998.

In 2000 and 1999, the Trust paid health insurance premiums of  $3,589 and
$8,090 on behalf of two Trustees, respectively.  The Trust paid $0 and $315 to
a credit card account of the Managing Trustee for reimbursement of Trust
expenses during 2000 and 1999, respectively.

Jay Goldman was elected by the shareholders of the Trust as a Trustee of the
Trust on June 25, 1996 at a Special Meeting of the shareholders.

Salvatore R. Carabetta, an Independent Trustee, resigned on June 30, 1996.  A
successor Trustee was not appointed until June 16, 1997, which is greater than
the 60 day period required by the Declaration of Trust for the appointment of
a successor Trustee.   The Declaration of the Trust requires a new Trustee to
be appointed within 60 days.   On June 16, 1997 Robert Reibstein was appointed
as Trustee of the Trust.

George Knude, a Trustee, resigned on November 13, 1995.  A successor Trustee
was appointed June 25, 1996.





On January 6, 1996 the Managing Trustee, Peter Stein, declared a dividend
without the express approval of Mr. Carabetta.  Mr. Stein believes that the
request for a vote sent to Mr. Carabetta twice by certified mail and not
responded to, constitutes a presence at a vote and abstention from the vote.
Additionally until June 25, 1996 when Jay Goldman was elected as Trustee of
the Trust, Peter Stein, the Managing Trustee, had been acting on behalf of the
Trust without the express approval of the majority of the Trustees.  Peter
Stein and Salvatore Carabetta were the sole remaining Trustees and since a
majority of Trustees need to be present to have a vote, both Trustees needed
to be present to hold a vote.  On June 16, 1997, a Trustee meeting was held
and the Trustees acknowledged that the Trust was operating without the full
complement of Trustees and approved and ratified all actions carried out by
the officers of the Trust.

On June 16, 1997, the Trustees adopted an Amended and Restated Declaration of
Trust, which provides that the Trust may choose to elect officers, including a
President who shall act as Managing Trustee, and which further defines the
powers and limitations of the officers of the Trust.  As of September 30,
1997, no officers of the Trust have been appointed to oversee the management
of the Trust.

On March 3, 1997, the Trust issued 30,416 shares of beneficial interest to a
Profit Sharing Retirement Plan for the benefit of a Trustee of the Trust.  The
shares were issued for $1.2132 per share, totaling $36,900.

As part of their compensation for their involvement in the sale of the real
estate by the Trust to Philips International Realty Corp., two Trustees
received a total of 5,000 shares of Philips International Realty Corp. common
stock, valued at $250,000.  In addition, the two Trustees received warrants to
purchase an additional 8,000 shares of Philips International Realty Corp.
common stock.




ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
                  FORM 8-K.

(a)	The following documents are enclosed:

	(1)     Financial Statements (See index to financial statements filed as
part of Item 8).

(2)   	Supplemental Financial Statement Schedules (See index to
financial statements filed as part of Item 8).

	(3)     Exhibits:

	3.1	Amended and Restated Declaration of Trust of the Registrant
(Exhibit 3.1 to Amendment No. 2 Filed on April 10, 1985 to the
Registrant's Registration Statement on Form S-ll, File No. 2-
95449, is incorporated herein by reference).

	3.2.     Trustee's Regulations of the Registrant (Exhibit 3.2 to
Amendment No. 1 filed on March 14, 1985, to the Registrant's
Registration Statement on Form S-ll, File No. 2-95449, is
incorporated herein by reference).

	10.1    Advisory Agreement between the Registrant and First
Investment Properties, Inc. (Exhibit 10.1 to Amendment No. 2 filed
on August 3, 1993 to the Registrant's Registration Statement on
Form S-ll, File No. 2-95449, incorporated herein by reference).

	10.2    Dividend Reinvestment Plan (Exhibit 10.2 to Amendment No.
2 filed on April 10, 1985 to the Registrant's Registration
Statement on Form S-ll, file No. 2-95449, is incorporated herein
by reference).

The Trust filed a Form 10-Q/A, Amendment No. 1 to the Quarterly
Report pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 for the quarter ended September 30, 1997.

The Trust filed a Form 10-Q/A, Amendment No. 2 to the Quarterly
Report pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 for the quarter ended September 30, 1997.

(b)	The following Reports on Form 8-K ("Reports") were filed during the last
quarter of the fiscal period.

None.



Signatures

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

NATIONAL PROPERTIES INVESTMENT TRUST



Date: ___________________   By:   __________________________________
                                                     	Peter M. Stein
                                                     	Managing Trustee

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:


Signature

Title
Date









Managing Trustee

Peter M. Stein








Trustee

Jay Goldman








Trustee

Robert Reibstein





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549


NATIONAL PROPERTIES INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS


NATIONAL PROPERTIES INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS
(Continued)