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

                                   FORM 10-K/A

                                Amendment No. 2


            [x] 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, 1996

                                       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) 678-1109

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. [X]

      State the aggregate market value of the voting stock held by
non-affiliates of the Registrant as of March 15, 1997:Shares of Beneficial
Interest without par value $982,614 *

                   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 $1.483 (the
approximate Net Asset Value as of December 31, 1996) has been ascribed for the
purpose of this calculation.

<PAGE>


Item 6 of the  Registrant's  Form 10-K for the year ended  December  31, 
1996 is amended as follows:

      Selected Financial Data has been revised due to correction of December
31, 1995 financial statements. *


Item 7 of the  Registrant's  Form 10-K for the year ended December 31, 1996
is amended as follows:

Results of Operations for:

      Year Ended December 31, 1996 compared to Year Ended December 31, 1995 *

      Year Ended December 31, 1995 compared to Year Ended December 31, 1994 *

      Year Ended December 31, 1994 compared to Year Ended December 31, 1993 *
have been revised in accordance with Item 303 of Regulation S-K.


Item 8 of the  Registrant's  Form 10-K for the year ended December 31, 1996 is 
amended as follows:

      The financial statements of the Registrant have been revised. *

      The Independent Auditors' Report for the year ended December 31, 1994 has
been included in accordance with Rules 2-05 and 3-02(a). *



*  Filed herewith


<PAGE>



ITEM 6.     SELECTED FINANCIAL DATA.
            
The following table summarizes certain selected financial data for the Trust 
for the years ended December 31, 1996, 1995, 1994, 1993 and 1992, and should be
read in conjunction with the accompanying financial statements.

<TABLE>
<CAPTION>
-------------------------------- ----------------- ---------------- ----------------- ---------------- -----------------
<S>                                   <C>               <C>             <C>                <C>              <C> 
Statement of Operations:              1996              1995            1994               1993             1992
-------------------------------- ----------------- ---------------- ----------------- ---------------- -----------------
Gross Rental Income                   $ 340,768         $ 311,383       $  293,882         $ 306,916        $ 422,341
-------------------------------- ----------------- ---------------- ----------------- ---------------- -----------------
Net Income From
Property Operations (2&3)               (20,187)           51,711         (272,220)         (161,071)           6,914
-------------------------------- ----------------- ---------------- ----------------- ---------------- -----------------
Interest Income                           1,589             1,260            -                   170              233
-------------------------------- ----------------- ---------------- ----------------- ---------------- -----------------
Loss Due to
Disposition of Assets &
Loss Revenue (2,3&4)                                            -            -                     -         ( 15,199)
-------------------------------- ----------------- ---------------- ----------------- ---------------- -----------------
Net Income (Loss)                       (18,598)           33,452         (272,220)         (160,901)        (  8,052)
-------------------------------- ----------------- ---------------- ----------------- ---------------- -----------------
Per Share Data:
-------------------------------- ----------------- ---------------- ----------------- ---------------- -----------------
Net Income (Loss) (1)                     (0.03)             0.05            (0.39)            (0.24)          ( 0.01)
-------------------------------- ----------------- ---------------- ----------------- ---------------- -----------------
Distributions Declared                     0.05              0.00             0.00              0.00             0.00
-------------------------------- ----------------- ---------------- ----------------- ---------------- -----------------
Weighted Average Number
of Shares of Beneficial
Interest Outstanding (1)                718,496           718,649          693,436           684,395          684,395
-------------------------------- ----------------- ---------------- ----------------- ---------------- -----------------
Balance Sheet:
-------------------------------- ----------------- ---------------- ----------------- ---------------- -----------------
Total Assets (2,3&4)                  1,050,867         1,102,288        1,014,331         1,209,933        1,067,160
-------------------------------- ----------------- ---------------- ----------------- ---------------- -----------------
Mortgage Loans Payable
(2,3&4)                                 571,258           598,353          398,606           400,000            -
-------------------------------- ----------------- ---------------- ----------------- ---------------- -----------------
Shareholder's Equity                    405,681           460,618          386,800           629,020          789,921
-------------------------------- ----------------- ---------------- ----------------- ---------------- -----------------
</TABLE>

(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 November 30, 1993, the Trust borrowed $400,000 to extinguish old
      payables, pay delinquent real estate taxes and accumulate working
      capital. The Shoppes at Lake Mary were pledged as collateral for this
      loan. 

(3)   On May 4, 1994, the Trust borrowed $25,000 to accumulate working capital.
      The Shoppes at Lake Mary were pledged as collateral for this loan. 

(4)   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.



<PAGE>

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

Liquidity and Capital Resources

At December 31, 1996, the Trust had cash of approximately $44,404, which is
comprised almost entirely of the remaining proceeds from the refinancing of the
first and second mortgages on the Trust's property during 1995 and the accrual
of 1996's real estate taxes. The Trust anticipates the need for $75,000 to
$100,000 for capital expenditures for mandated new sewer lines and tenant
improvements during December 1996 and the first half of 1997.

During 1995, the cash flow from the operation of The Shoppes at Lake Mary 
included funds received pursuant to refinancing of the first and second
mortgages on the Trust's property. The Advisor (See Item 13 - Certain
Relationships and Related Transactions) of the Trust refinanced the first and
second mortgages on the Trust's real property for $600,000 on October 26,1995.
The proceeds were used to repay the first and second mortgages, in which the
first mortgage was due in December 1996, pay the prior years and current years
property taxes, provide working capital to perform tenant improvements for two
new tenants, provide capital to install sewer lines mandated by the Town of
Lake Mary, and to provide funds to issue a shareholder dividend.

During 1994, the cash flow from the operation of The Shoppes at Lake Mary 
included funds received pursuant to a second mortgage of $25,000 placed on the
property May 4, 1994.

Over the past couple of years, the Trustees have spent a considerable amount of
time investigating various alternatives in order to enhance shareholder value
and return on equity. The Trustee's primary goal in investigating various
investment alternatives is to protect the shareholders' current investment and
to enhance the property's current return by reducing general and administrative
costs through the enhancement of Trust assets. The Trustees have spoken to 
numerous people throughout the country involved in all aspects and segments of
the real estate industry. The Trustees have received various proposals, and 
have performed extensive due diligence in assessing these proposals. The Trust
has retained Prudential Securities to assist the Trustees with the 
identification and evaluation of potential candidates for the Trust to acquire
additional property or a possible merger. As a result of these activities, the 
Trustees have been negotiating with a major Northeast based real estate company
which has expressed serious interest in proceeding with formal talks with the 
Trust.

Prudential Securities' knowledge of, and the Trustees' preliminary 
investigations have indicated, that this company would be an excellent fit with
the Trust. Upon the advice of Prudential Securities, the Trustees anticipate
the possibility of entering into a Letter of Intent with this real estate
company to issue shares of beneficial interest in exchange for the Trust's real
property.  The results of the proposed transaction would likely substantially 
reduce the administrative burden currently being placed on the Trust's 
property. These conversations are preliminary and the Trustees are unable to
predict whether such a transaction will become a reality and if consummated,
whether the shareholders will receive an increased return on their investment.
The Trustees believe this is a significant opportunity for the Trust, as the 
Northeast based real estate company has all the qualities that the Trustees 
believes Wall Street investors are seeking in a REIT. While this direction is
not without risk, the Managing Trustee feels it is in the best interest of the
Shareholders.

The principal assets of the Trust consists of an equity position in an income
producing commercial property and cash.


<PAGE>

Inflation

Inflation has been consistently low during the periods presented in these
financial statements and, as a result, has not had a significant effect on the
operations of the Trust.

Competition

The Trust's remaining property investment is subject to competition from
similar types of properties in the vicinity in which it is located. While the
market in which the property operates is experiencing a recovery, the property
values generally remain below the highs realized in the mid-1980's. The
property's current 96% occupancy rate, and the Trust's holding of several
long-term leases with automatic escalation clauses, are indicators that the
Trust is not currently facing heavy competition for tenants.


Results of Operations

      Year Ended December 31, 1996 compared to Year Ended December 31, 1995
         
For the ended December 31, 1996, the Trust reported a net loss from property
operations of $20,187, as compared to net income from property operations of
$51,711 for the year ended December 31, 1995. Significant variances from 1995
are as follows; repairs and maintenance expenses were higher due to repairs to
the sprinkler system, septic system and air conditioning systems; interest
expense increased due to the refinancing and additional borrowing on October
25, 1995; property management costs increased due to a monthly Trustee fee paid
to the Managing Trustee as a result of the conversion of the REIT to a
self-managed REIT; telephone expenses increased due to increased contact with
shareholders, contact with contractors in Florida, and contacts by the Managing
Trustee when he is traveling; and revenues increased due to increased occupancy
and rent escalations.

The appraised market value of The Shoppes at Lake Mary was $2,050,000 as of
October 15, 1993, based upon an appraisal prepared by Pomeroy Appraisal
Associates of Florida, Inc. This increase in value over the September, 1991
appraisal reflects the stabilization of the tenancy, the increased occupancy at
the center and the firming of the local real estate market in general. The
Trust's administrative expenses consist of shareholder reporting, legal
expenses, recordkeeping and audit expense, all of which are necessary but
provide an unfair burden on a single property (See Item 13 - Certain
Relationships and Related Transactions).

<PAGE>

The Advisor began, and the Managing Trustee is continuing, conversations with
other REIT and real estate portfolios concerning merging in order for both
entities to benefit from the ability to share overhead. The Trustee's primary
goal is to protect the shareholders' current investment and to enhance their
current return by reduced general and administrative costs. These conversations
are preliminary and the Managing Trustee is unable to predict whether such a
merger will become a reality and if consummated, whether the shareholders will
receive an increased return on their investment. While this direction is not
without risk, the Managing Trustee feels it is in the best interest of the
Shareholders.

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 $46,000 for the year ended
December 31, 1996.

      Year Ended December 31, 1995 compared to Year Ended December 31, 1994
         
For the year ended December 31, 1995, the Trust reported net income from 
property operations of $51,711, as compared to a net loss from property 
operations of $272,220 for the year ended December 31, 1994. Significant 
variances from 1994 are as follows: general and administrative expenses were
reduced due to the waiving of the advisor fees by the advisor due to the 
limitation of operating expenses per the Declaration of the Trust (See Item 13
Certain Relationships and Related Transactions) and a reduction in travel 
expenses and costs related to the evaluation of new investments; repairs and
maintenance expenses were lower due to substantial reductions in the costs of
contracted services and less than average repairs were performed; promotion and
administration expense variances are the result of different expense 
classifications between years; interest expense increased due to increases in 
interest rates and the refinancing and additional borrowing on October 25, 
1997; and revenues increased due to increased occupancy and rent escalations.

On October 27, 1995, the Trust changed its operating structure to a
self-administered Trust. The Advisor and the Managing Trustee have made a
concerted effort to reduce the operating expenses and general and
administrative expenses of the Trust. They have terminated the lease for their
administrative offices located in Connecticut and are operating out of an
office provided by the Managing Trustee (See Item 13 - Certain Relationships
and Related Transactions). The travel and investigative expenses have been
curtailed to a level which the Managing Trustee feels will be supported by the
Trust's Cash Flow. The Trust has entered into a new leasing contract with a
local (Florida) real estate company to find new tenants, and the leasing
commission is to be paid on an annual basis, rather than entirely up front.
This contract should reduce the strain on cash flow due to substantial prepaid
fees.

There was no agreement with regards to compensation of the Managing Trustee
(See Item 13 - Certain Relationships and Related Transactions) and no
compensation was provided for the period of October 27, 1995 to December 31,
1995.

      Year Ended December 31, 1994 compared to Year Ended December 31, 1993

For the year ended December 31, 1994, the Trust reported a net loss from 
property operations of $272,220, as compared to a net loss from property 
operations of $160,901 for the year ended December 31, 1993. The loss reported
for 1994 is largely attributable to the cost associated with shareholder 
communication, operational expenses, and the travel and related costs incurred
with evaluating new investments.

<PAGE>


ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.



                      NATIONAL PROPERTIES INVESTMENT TRUST

                                      INDEX




      Independent Auditors' Reports

      Comparative Balance Sheet as of December 31, 1996 and 1995

      Comparative Statement of Operations for the Years Ended December 31,
1996, 1995 and 1994

      Comparative Statement of Changes in Shareholders' Equity for the Years
Ended December 31, 1996, 1995 and 1994

      Comparative Statement of Cash Flows for the Years Ended December 31,
1996, 1995 and 1994

      Comparative Schedule of Real Estate Expenses for the Years Ended December
31, 1996, 1995 and 1994

      Notes to the Financial Statements

      Supplemental Financial Statement Schedules:

      Schedule III, Real Estate and Accumulated Depreciation



      ---------------

      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.


<PAGE>

          [LETTERHEAD OF BERNARDI, ALFIN & KOOS, L.L.C. APPEARS HERE]

                          Independent Auditors Report

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

We have audited the accompanying balance sheet of National Properties
Investment Trust as of December 31, 1996 and December 31, 1995, and the related
statements of operations, changes in shareholders' equity, and cash flows for
the years then ended. These financial statements are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of National
Properties Investment Trust as of December 31, 1994 were audited by other
auditors whose reports dated March 15, 1995, expressed an unqualified opinion
on those statements.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of National Properties Investment
Trust as of December 31, 1996 and December 31, 1995 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles. Also in our opinion, the financial
statement schedules, when considered in relation to the basic financial
statements, presents fairly in all material respects the information shown
therein.

March 18, 1997, except for the      Respectfully submitted, 
Comparative Statement of
Operations  and Notes 1, 2 and 13,
as to which the Date is
October  7, 1997                    /s/Bernardi, Alfin & Koos, L.L.C.
                                    ---------------------------------
                                    BERNARDI, ALFIN & KOOS, L.L.C.
                                    Certified Public Accountants


<PAGE>

          [LETTERHEAD OF KOSTIN, RUFKESS & COMPANY, LLC APPEARS HERE]

                          Independent Auditors Report

The Trustees and Shareholders
National Properties Investment Trust

We have audited the accompanying balance sheets of National Properties
Investment Trust as of December 31, 1994 and 1993 and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
three years in the period ended December 31, 1994. These financial statements
are the responsibility of the Trust's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of National Properties Investment
Trust as of December 31, 1994 and 1993 and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1994, in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
index to item 14 are presented for purposes of complying with the Securities
and Exchange Commission's rules and are not a required part of the basic
financial statements. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, fairly state in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
of National Properties Investment Trust, taken as a whole.


/s/ Kostin Ruffkess & Company, LLC
----------------------------------
KOSTIN, RUFKESS & COMPANY, LLC
West Hartford, Connecticut
March 15, 1995

<PAGE>
<TABLE>
<CAPTION>

                      NATIONAL PROPERTIES INVESTMENT TRUST
                           CANTON CENTER, CONNECTICUT
                           COMPARATIVE BALANCE SHEET
 
                                                               December 31,
                                                           1996          1995
ASSETS:
<S>                                                   <C>           <C>   
  Investments in real estate and personal property .  $   948,583   $   930,294
  Cash and cash equivalents .......................        44,403       108,081
  Receivables .....................................        18,248        13,911
  Prepaid expenses ................................        21,019        22,772
  Deposits ........................................         2,160         1,800
  Deferred expenses ...............................        16,454        25,430
                                                        ---------     ---------
TOTAL ASSETS ......................................   $ 1,050,867   $ 1,102,288
                                                       
LIABILITIES:
  Accounts payable ................................   $    17,307        18,896
  Accrued expenses ................................        35,800         6,225
  Prepaid rent and security deposits ..............        20,821        18,196
  Mortgage payable ................................       571,258       598,353
                                                        ---------     ---------
       Total Liabilities ..........................       645,186       641,670
                                                        ---------     ---------
SHAREHOLDERS' EQUITY:
  Shares of beneficial interest, no par value, unlimited
    authorization, shares issued and outstanding were
    718,496 in 1996 and 718,860 in 1995 ...........    11,754,966    11,754,966
  Accumulated deficit .............................   (11,349,285)  (11,294,348)
                                                        ---------     ---------
       Total Shareholders' Equity .................       405,681       460,618
                                                        ---------     ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ........   $ 1,050,867   $ 1,102,288
                                                       ==========    ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.



<PAGE>

<TABLE>
<CAPTION>


                      NATIONAL PROPERTIES INVESTMENT TRUST
                           CANTON CENTER, CONNECTICUT
                      COMPARATIVE STATEMENT OF OPERATIONS


                                             For the Years Ended December 31,
                                                  1996       1995       1994
PROPERTY OPERATIONS:
<S>                                            <C>        <C>        <C> 

     Gross rental income ..................... $ 340,768  $ 311,383  $ 293,883
     Rental expenses .........................  (241,778)  (214,790)  (212,679)
     General and administrative expenses .....  (119,177)   (64,401)  (353,424)
                                                 -------    -------   --------
         Net Income from Property Operations .   (20,187)    32,192   (272,220)


OTHER INCOME (EXPENSE):

     Interest income .........................     1,589      1,260       --
                                                 -------    -------    -------

NET INCOME (LOSS) ............................ $ (18,598) $  33,452  $(272,220)
                                                 =======    =======    =======

INCOME (LOSS) PER SHARE OF BENEFICIAL INTEREST     (0.03)      0.05      (0.39)
                                                 =======    =======    =======
AVERAGE NUMBER OF SHARES OF BENEFICIAL
     INTEREST ................................   718,496    718,649    693,436
                                                 =======    =======    =======
</TABLE>


The accompanying notes are an integral part of the financial statements.



<PAGE>
<TABLE>
<CAPTION>



                      NATIONAL PROPERTIES INVESTMENT TRUST
                           CANTON CENTER, CONNECTICUT
            COMPARATIVE STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY


                                                  For the Years Ended December 31,
                                                                   
                                        1996                   1995                  1994
                                  Shares    Amount      Shares     Amount     Shares     Amount

SHARES OF BENEFICIAL INTEREST
<S>                              <C>      <C>           <C>      <C>          <C>      <C>  
Balance - January 1, ..........  718,860  $11,754,966   714,395  $11,714,600  684,395  $11,684,600

Shares issued .................     --           --         847          847   30,000       30,000

Contributed capital ...........     --           --        --         39,519     --          --

Corrections of errors .........     (364)        --       3,618         --       --          --

Balance - December 31, ........  718,496  $11,754,966   718,860  $11,754,966  714,395  $11,714,600
                                                    
ACCUMULATED DEFICIT

Balance - January 1, ..........          $(11,294,348)          $(11,327,800)         $(11,055,580)

Net income (loss) .............               (18,598)                33,452              (272,220)

Dividends paid ................               (36,339)                 --                   --
                                                             
Balance - December 31, ........          $(11,349,285)          $(11,294,348)         $(11,327,800)
                                          ===========            ===========           ===========

</TABLE>

The accompanying notes are an integral part of the financial statements.



<PAGE>
<TABLE>
<CAPTION>



                      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,
                                                                     1996       1995       1994
                                                                      
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                               <C>        <C>        <C>
  Net income (loss) ............................................. $ (18,598) $  33,452  $(272,220)
                                                                    -------    -------    -------
  Adjustments to reconcile net income (loss) to net cash
   provided by (used in) operating activities

       Depreciation and amortization ............................    50,899     46,131     45,338
       Issuance of shares of beneficial interest in lieu of cash       --         --       30,000
       Changes in  Assets and Liabilities:
           Receivables ..........................................    (4,337)     1,510     24,884
           Prepaid expenses .....................................     1,753     13,188     89,980
           Deferred expenses ....................................      --      (26,927)     4,516
           Other ................................................      (360)    12,957     (3,444)
           Accounts payable .....................................    (1,589)   (57,119)    30,070
           Accrued expenses .....................................    29,575       (414)    (3,392)
           Prepaid rent and security deposits ...................     2,625     (3,056)       487
           Due to Advisor .......................................      --      (85,481)      --
                                                                    -------    -------    -------
               Total Adjustments ................................    78,566    (98,383)   218,439
                                                                    -------    -------    -------
  Net Cash Provided By (Used In) Operating Activities ...........    59,968    (64,931)   (53,781)
                                                                    -------    -------    -------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchase of personal property .................................   (60,212)   (30,113)    (7,300)
                                                                    -------    -------    -------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Principal payments on debt ....................................   (27,095)  (400,253)   (26,395)
  Mortgage proceeds .............................................      --      600,000       --
  Dividends paid ................................................   (36,339)      --         --
  Proceeds from note ............................................      --         --       45,848
                                                                    -------    -------    -------
       Net Cash Provided by (Used In) Financing Activities ......   (63,434)   199,747     19,453
                                                                    -------    -------    -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ............   (63,678)   104,703    (41,628)

CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR ................   108,081      3,378     45,006
                                                                    -------    -------    -------

CASH AND CASH EQUIVALENTS, END OF THE YEAR ...................... $  44,403  $ 108,081  $   3,378
                                                                    =======    =======    =======
</TABLE>




The accompanying notes are an integral part of the financial statements.



<PAGE>
<TABLE>
<CAPTION>



                      NATIONAL PROPERTIES INVESTMENT TRUST
                           CANTON CENTER, CONNECTICUT
                    COMPARATIVE SCHEDULE OF RENTAL EXPENSES



                                     For the Years Ended December 31,
                                      1996        1995       1994
                                      ----        ----       ----
RENTAL EXPENSES:
<S>                                 <C>        <C>        <C>
Personnel .......................   $   --     $   --     $  6,291
Promotion and administration ....     21,170     21,193     13,206
Property management .............       --       15,569     16,500
Leasing commissions .............     12,713     12,688     12,662
Utilities .......................     21,264     18,596     12,256
Maintenance and repair ..........     26,234     11,811     12,540
Contract services ...............       --         --       22,368
Insurance .......................     13,309      9,451      8,528
Property taxes ..................     35,896     33,339     30,571
Interest expense and late charges     60,293     46,012     32,419
Amortization ....................      8,976      7,481      2,992
Depreciation ....................     41,923     38,650     42,346
                                    --------   --------   --------
      Total Rental Expenses .....  $ 241,778  $ 214,790  $ 212,679

</TABLE>



The accompanying notes are an integral part of the financial statements.


<PAGE>


                      NATIONAL PROPERTIES INVESTMENT TRUST
                         NOTES TO FINANCIAL STATEMENTS

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. The Trust currently owns a single
            property located in central Florida. The results of the Trust's
            operations depend upon the Trust's property's competitive position
            in its respective leasing market. The Shoppes at Lake Mary, a strip
            shopping center located in Lake Mary, Florida, is the Trust's sole
            remaining property.


            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
            1996, 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, 1996 and 1995. 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.


<PAGE>


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

            E.  Real Estate Assets and Depreciation: (Continued)

                  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.

            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 $46,000 and $15,569 as
            compensation for managing the Trust property for the years ended
            December 31, 1996 and 1995, 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 1996 and
            1995, although, the Trust paid utility bills for the office of
            $1,647 in 1996.


<PAGE>



NOTE 2 - Related Party Transactions: (Continued)

      The Trust had entered into an agreement (the "Advisory Agreement") with
First Investment Properties, Inc., (the "Advisor"), a Connecticut corporation,
pursuant to which the Advisor is acting as an investment advisor and
administrator of the Trust's day-to-day affairs. Peter Stein, the Managing
Trustee, is the manager of First Investment Properties, Inc. The Advisory
Agreement expired on October 27, 1995 and was not renewed by the Trust.

      Under the terms of the Advisory Agreement, the Trust pays to the Advisor:
(a) a reimbursement for organizational, offering and selling expenses advanced
on behalf of the Trust by the Advisor; (b) an annual Advisory Fee equal to
2.5% of all cash receipts from operations in the ordinary course of business
after deducting payments for operating expenses, debt service, capital
expenditures with respect to real property investments, amounts set aside for
reserves, after the reimbursement of expenses incurred in the performance of
advisory duties described below, which is subordinate to an annual cumulative
(but not compounded) return to the investors of 10% per annum on the original
Price Per Share to the public in the offering, less all distributions of the
net proceeds from the sale or refinancing of the Trust's properties (the
"Adjusted Price Per Share"); (c) an Acquisition Fee equal to 6% of the purchase
price of any real property acquired by the Trust, from which fee, the Advisor,
will pay all real estate and mortgage commissions due to unaffiliated parties;
(d) a Disposition Fee equal to 15% of any net proceeds from a sale, refinancing
or other capital transaction with respect to any of its investments, after the
Shareholders have received a return of their capital plus a cumulative (but not
compounded) return of 10% per annum on the Adjusted Price Per Share, of which
Disposition Fee, the Advisor, may pay up to 10% to any consultants; and (e) a
Real Estate Brokerage Commission upon the sale of any Trust real property
investments, equal to 3% of the gross sale price. The Trust will also reimburse
the Advisor for any expenses attributable to the performance of its duties
pursuant to the Advisory Agreement. The Advisor will refund to the Trust within
120 days after the end of the fiscal year, the greater of the amount, if any,
by which the Operating Expenses of the Trust (as defined in the Prospectus)
exceeded either (a) 2% of the Book Value of Invested Assets (as defined in the
Prospectus) or (b) 25% of net income of the Trust, whichever is greater, or (c)
2% of the Trust's base assets defined as total assets of the Trust less cash,
cash items and unsecured indebtedness. The Trust had Operating Expenses in
excess of the above limits of $85,481 during 1995 which were applied to a note
payable due to the Advisor.


<PAGE>

NOTE 2 - Related Party Transactions: (Continued)

      The note payable to the Advisor as a Due to Consultant arose as a result
of the costs associated with replacing the prior Advisor and Trustees in 1993.
The contract with the consultant was entered into with First Investment 
Properties, Inc. and the Trust was not a party to the agreement. The 
Declaration of the Trust prohibits the Trust from directly paying third party
contractors of the Advisor, but instructs the Trust to pay the Advisor directly
and the Advisor is responsible for paying the third party. The Trust has no 
liability to the consultant. First Investment Properties, Inc. is solely liable
to the consultant. First Investment Properties, Inc. has received $85,481 
directly and indirectly as payment of this note. The remaining $19,519 due to 
the Advisor has been forgiven by First Investment Properties, Inc. and recorded
as contributed capital. Additionally, First Investment Properties, Inc. has
waived all rights to Advisory fees accrued in 1995 of $32,607 and any fees 
accrued in prior years, which are not payable until such time as the 
shareholders receive a cumulative, but not compounded ten percent return on 
their investment. First Investment Properties, Inc. has agreed to this waiver
due to the fact they recognize that such a condition will never be met.

      In March 1995, the Trust issued 847 shares of Beneficial Interest to
Gretchen Stein, spouse of Peter Stein, in exchange for the note payable at $1
per share per the agreement with the Trust in 1994. The remaining $20,000
balance was contributed to the Trust as capital.

      In December 1994, the Trust issued 30,000 shares of beneficial interest
at $1 per share to the shareholders of the Advisor in lieu of cash
renumeration.

      Leasing commissions paid to Keystone Advisors, Inc. amounted to $0, $0,
and $25,845, for the years ended December 31, 1996, 1995 and 1994,
respectively.


      Due to Advisor is comprised of the following:
<TABLE>
<CAPTION>

                                                 12/31/96       12/31/95

<S>                                             <C>            <C> 
       Balance at the beginning of the year     $    --        $ 105,000
       Additions ..........................          --
       Payments ...........................          --          (85,481)
       Balance written off ................       (19,519)
                                                ---------      ---------
       Balance at the end of the year .....     $    --        $    --
                                                
</TABLE>




<PAGE>

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 Real Estate and Personal Property:

      The Trust purchased The Shoppes at Lake Mary, a 38,125 square foot
shopping center located in Lake Mary, Florida on March 31, 1986 for $3,200,000.
Pursuant to the purchase agreement, the seller guaranteed that the revenues
generated by the project during the first two years of its operation would be
at least equal to the aggregate of all expenses incurred in connection with the
use and operation of the project during each such year plus $360,000. The
seller placed $300,000 of the purchase price in an interest bearing escrow
account as security for the guarantee. On September 26, 1986, the Trust
released the seller from the guarantee in consideration for the funds held in
escrow. The funds held in escrow were forwarded to the Trust on October 2,
1986. The basis of the property acquired has been reduced by the amount
received under the terms of the cash flow guarantee. On December 31, 1991 the
Trust reduced the book value of real property by $1,677,901 to its net
realizable value .

      All of the Trust's property are recorded at historical cost, except for
its real property which is recorded at its historical cost, less $310,762 for
the reduction in basis due to the release of funds escrowed at closing, and
less $1,677,901 loss reserve to reduce the property value to its net realizable
value.

      The Trust's property and equipment are as follows:

                                                   The Shoppes at Lake Mary
                                                      1996          1995

               Land .........................     $  230,299     $  195,299
               Buildings ....................      1,147,584      1,147,584
               Tenant Improvements ..........        210,742        188,924
               Furnishings and Equipment ....         19,544         16,149
                                                  ----------     ----------
                  Total .....................      1,608,169      1,547,956
               Less: Accumulated Depreciation     (  659,586)    (  617,663)
                                                  ----------     ----------
               Net Investment in Real Estate
               and Personal Property ........     $  948,583     $  930,293
                                                   =========      =========    


<PAGE>

NOTE 5- Receivables:
        
      Receivables consist of the following:


                                                 12/31/96    12/31/95

          Tenant Receivables ................     $18,247     $13,911
          Allowance for Doubtful Accounts ...        --          --
                                                  -------     -------
          Tenant Receivables net of Allowance     $18,247     $13,911
                                                  =======     =======
<PAGE>


NOTE 5- Receivables: (Continued)

     The Allowance for Doubtful Accounts is as follows:
                                                   12/31/96     12/31/95

        Balance at the beginning of the year     $    --       $    --
        Charged to expense .................          --            --
        Recoveries .........................          --            --
        Accounts receivable written off
                                                  --------      --------
        Balance at the end of the year .....     $    --       $    --
                                                  ========      ========      


NOTE 6 - Accrued Expenses:

     Accrued Expenses consist of the following:

                                             12/31/96   12/31/95

                Accrued real estate taxes     $35,800     $ --
                Accrued interest ........        --        6,225
                                              -------     ------
                Accrued Expenses ........     $35,800     $6,225
                                              =======     ======

NOTE 7 - Mortgage Payable:

                                                          1996         1995

       Mortgage payable in monthly installments of
       $7,201 of principal plus interest at 2%
       over prime on the outstanding  balance.
       The  balance of principal and interest
       is due in full in October 1998.  The loan
       is secured by a first mortgage lien on The
       Shoppes at Lake Mary ......................     $571,258    $598,353
                                                        =======     =======    

      The following sets forth the principal payments due on the mortgage
payable:


                                1997      29,205
                                1998     542,053

<PAGE>


NOTE 8 - Correction of Errors:

      In May, 1993 First Investment Properties, Inc. entered into a
consulting agreement with a company, owned by a relative of the former Advisor,
to help with the transfer of the Advisor, the resignations of the original
Trustees, and the transfer of management of the Lake Mary property. The Trust
was not a party to the agreement and is not liable on the note payable. The
liability should have been properly classified as an amount Due to Advisor.

      During 1996 and 1995, the Trust has updated its shareholder records and
has corrected several errors by the previous transfer agent. These are
reflected in 1996 and 1995 as corrections in the number of shares.

NOTE 9- Tenant Leases:


      The Trust has entered into operating lease agreements with tenants of its
rental property, which have various termination dates. Certain leases also
contain provisions for inflationary increases and the pass through of a portion
of operating expenses under specified circumstances. Future minimum lease
payments under noncancellable operating leases are as follows: 20

                          1997      $ 279,903
                          1998        215,880
                          1999        145,864
                          2000         67,486
                          2001          6,300
                                      -------
                          Total     $ 715,433


NOTE 10- 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.


<PAGE>

      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.


NOTE 11- Contingencies:

      George Knude, an Independent Trustee, resigned on November 13, 1995. A
successor Trustee had not been appointed until June 25, 1996 which was greater
than the 60 days provided in the Declaration of Trust.

      Salvatore R. Carabetta, an Independent Trustee, resigned on June 30,
1996. A successor Trustee has not been appointed to date, which is more than
60 the 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. 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 need to be present to hold a vote.

      On January 6, 1996 the Managing Trustee has 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.

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



<PAGE>


NOTE 12- Supplemental Disclosure of Cash Flow Information:

                                              1996       1995     1994

        Cash paid during the year -
            Income taxes .................   $  --     $  --     $  --
            Interest .....................   $60,293   $46,012   $30,202
        Non-cash Transactions -
            Issuance of shs. Of beneficial
             Interest in exchange for debt   $  --     $   847   $  --
            Cancellation of indebtedness
               on Due to Advisor .........   $  --     $19,519   $  --
        Conversion of note payable to
         Contributed capital .............   $  --     $20,000   $  --


NOTE 13- Restatement of Financial Statements:

      The Comparative Statement of Operations has been restated to reflect that
general and administrative expenses are a component of income from operations
in accordance with generally accepted accounting principles. Previously,
general and administrate expenses were reported as other expenses. This change
has no effect on the income (loss) reported by the Trust.

      The Comparative Statement of Financial Position, the Comparative
Statement of Operations, the Comparative Statement of Changes in Shareholders'
Equity and the Comparative Statement of Cash Flows for the year ended December
31, 1995 have been restated to reflect the write-off of $19,519 due to First
Investment Properties, Inc. as being reclassified to contributed capital.

      Note 1 of these financial statements has been amended to reflect the
adoption 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". Adoption of this standard did not have a material impact on
the Company's financial position or results of operations.



<PAGE>

<TABLE>
<CAPTION>



                                               NATIONAL PROPERTIES INVESTMENT TRUST
                                                    CANTON CENTER, CONNECTICUT
                                                           SCHEDULE III
                                             REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                         DECEMBER 31, 1996

                                                Costs                   Gross Amount
                                  Initial    Capitalized                 at which
                                   Cost      Subsequent                  Carried at
                                 to Trust  to Acquisition              Close of Period
                                 --------  --------------              ---------------                                  Estimated
                                                                                                                       Useful Life
                                Building,    Building, Basis Reductions  Building,                                       Used in
                      Encum-    Land and     Land and    and Impairment  Land and    Accumulated   Date of      Date    Computing
Description           brances Improvements Improvements    Writedowns  Improvements Depreciation Construction Acquired Depreciation
<S>                   <C>     <C>          <C>         <C>             <C>          <C>          <C>          <C>      <C>

Shoppes at Lake Mary

Land .................   (1)   $  432,840   $  35,000     $  (237,541)   $  230,299    $    497                3/31/86       --
                                                                         
Building .............   (1)    2,898,706        --        (1,751,122)    1,147,584     475,036      9/85      3/31/86       40
                                                                         
Tenant improvements
and furniture & fixtures (1)         --       230,286            --         230,286     184,053     Various    Various       (2)
                                 --------     -------       ---------     ---------     -------   

       Total ...........       $3,331,546   $ 265,286     $(1,988,663)   $1,608,169    $659,586
                                =========    ========       =========     =========     =======
</TABLE>

<PAGE>



                      NATIONAL PROPERTIES INVESTMENT TRUST
                           CANTON CENTER, CONNECTICUT
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                               DECEMBER 31, 1996
                                  (Continued)


NOTES TO SCHEDULE III:

      (1)   Mortgage payable in monthly installments of $7,201 of principal
            plus interest at 2% over prime on the outstanding balance. The
            balance of principal and interest is due in full in October 1998.
            The loan is secured by a first mortgage lien on the real property.

      (2)   The useful lives of tenant improvements are determined based on the
            remaining lease term and vary lease to lease.

      (3)   The aggregate cost of properties owned at December 31, 1996 for
            Federal Income Tax purposes is $1,608,169

      (4)   Reconciliation of Investment Properties Owned:



                                                1996      1995         1994

Balance at the beginning of the period      $1,547,956  $1,517,843  $1,510,543

Additions during the period:
   Sewer lines ........................         35,000        --         --
   Tenant improvements
    and furniture & fixtures ..........         25,213      30,113       7,300

Deductions during the period:
   None                                           --          --          --
                                            ----------  ----------  ----------

Balance at the end of the period ......     $1,608,169 $1,547,956   $1,517,843
                                             =========  =========    =========


      (5)   Reconciliation of Accumulated Depreciation:

<TABLE>
<CAPTION>
                                                1996       1995       1994
                                                ----       ----       ----
<S>                                            <C>        <C>        <C>
Balance at the beginning of the period         $617,662   $579,012   $536,666

Additions during the period:
   Depreciation expense ..............           41,924     38,650     42,346

Deductions during the period:
   None
                                               --------   --------   --------

Balance at the end of the period .....         $659,586   $617,662   $579,012
                                                 

</TABLE>


      (6)   The Trust recorded a basis reduction of $310,762 in October 1986
            for the reduction in basis due to the release of funds escrowed at
            closing from the seller, and recorded an impairment writedown of
            $1,677,901 on December 31, 1991.


<PAGE>




Signatures

Pursuant to the requirements of Section 13 or 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:      10/21/97                     By:  /s/ Peter M. Stein
                                             --------------------
                                                 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



/s/ Peter M. Stein,        Managing Trustee                    10/21/97
-------------------
    Peter M. Stein



  /s/ Jay Goldman          Trustee                             10/21/97
-------------------
      Jay Goldman