SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


       For the quarter ended June 30, 1998 Commission file number 0-13693


                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES

               (Exact name of registrant as specified in charter)



         Massachusetts                                            13-6850434
         ---------------                                      ----------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)



3111 Paces Mill Road, Suite A-200, Atlanta, GA                       30339
------------------------------------------------               ----------------
(Address of principal executive offices)                          (Zip Code)



Registrant's telephone number, including area code:            (770) 984-9500



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 such  filing
requirements for the past 90 days.

                       Yes X             No___
                       
                           

     Shares of Beneficial Interest outstanding at August 8, 1998: 1,100,508

<PAGE>
                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES

                         INDEX OF FINANCIAL INFORMATION

<TABLE>
<CAPTION>

<S>                                                                                            <C>
PART I   FINANCIAL INFORMATION                                                                 PAGE

Item 1            Financial Statements

                  Consolidated Balance Sheets as of June 30, 1998 (unaudited)
                  and December 31, 1997                                                          3

                  Consolidated Statements of Operations (unaudited) for the
                  three and six months ended June 30, 1998 and June 30, 1997                     4

                  Consolidated Statements of Shareholders' Equity for the
                  six months ended June 30, 1998 (unaudited)                                     5

                  Consolidated Statements of Cash Flows (unaudited)
                  for the six months ended June 30, 1998 and 1997                                6

                  Notes to Consolidated Financial Statements                                     7

Item 2            Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                                            16

PART II  OTHER INFORMATION/SIGNATURE

Item 1            Legal Proceedings                                                              21

Item 4            Submission of Matters to a Vote of Security Holders                            21

Item 6            Exhibits and Reports on Form 8-K                                               22

                  Signature                                                                      23

</TABLE>
<PAGE>


                      VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                    June 30,        December 31,
                                                                                      1998             1997
                                                                                 --------------     -------------
<S>                                                                              <C>                <C>
ASSETS

Real estate assets:
    Land                                                                           $ 2,884,500       $ 2,884,500
    Buildings and improvements                                                      15,333,328        15,267,009
    Furniture, fixtures & equipment                                                  1,015,454         1,011,483
      Less:  accumulated depreciation                                               (1,347,661)       (1,036,311)
                                                                                 --------------     -------------

         Net real estate assets                                                     17,885,621        18,126,681

Cash and cash equivalents                                                              344,280           282,851
Cash escrows                                                                           435,590           314,684
Receivables and other assets                                                            76,535            63,402
Deferred financing costs, less accumulated amortization of $61,806 and
    $54,459 at June 30, 1998 and December 31, 1997, respectively                       154,516           169,968
Deferred leasing costs, less accumulated amortization of $21,341 and
    $39,087 at June 30, 1998 and December 31, 1997, respectively                        37,070           (12,979)
                                                                                 ==============     =============
Total assets                                                                      $ 18,933,612      $ 18,944,607
                                                                                 ==============     =============


LIABILITIES AND SHAREHOLDERS' EQUITY

Mortgage notes payable                                                            $ 13,713,775      $ 13,784,566
Line of credit                                                                       1,463,104         1,718,104
Accounts payable and accrued liabilities                                               776,749           708,876
                                                                                 --------------     -------------
       Total liabilities                                                            15,953,628        16,211,546
                                                                                 --------------     -------------

Minority interest in Operating Partnership                                             546,231           509,209
                                                                                 --------------     -------------
Contingencies (Note 8)

Shareholders' equity:
    Shares  of  beneficial  interest,   without  par  value,   unlimited  shares
      authorized, 1,080,508 and 1,080,512 shares issued and outstanding
      at June 30, 1998 and December 31, 1997, respectively                          19,429,721        19,429,735

    Cumulative earnings                                                             37,382,561        37,217,597

    Cumulative distributions                                                       (54,378,529)      (54,378,529)
                                                                                 --------------     -------------
        Total shareholders' equity                                                    2,433,753         2,268,803
                                                                                 --------------     -------------
 Total liabilities and shareholders' equity                                        $ 18,933,612      $ 18,989,558
                                                                                 ==============     =============
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>


                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
<TABLE>
<CAPTION>

                                                        For the three months                 For the six months
                                                           Ended June 30,                      Ended June 30,
                                                    -----------------------------      -------------------------------

                                                       1998             1997              1998                1997
                                                    -----------      ------------      ------------       ------------
<S>                                                  <C>              <C>               <C>                <C>
REVENUES

     Rental revenues                                 $ 987,560         $ 575,868       $ 1,964,375        $ 1,152,373
     Other property revenues                            35,034            23,747            74,350             43,072
     Other income                                      501,032               431           501,629                965
                                                    -----------      ------------      ------------       ------------
                                                      1,523,626          600,046         2,540,354          1,196,410
                                                    -----------      ------------      ------------       ------------

EXPENSES

     Property operating and maintenance                430,974           255,952           803,644            512,515
     Depreciation and amortization                     160,475           108,559           319,223            215,403
     Amortization of deferred financing costs            7,727             9,755            15,452             19,506
     Interest expense                                  330,224           200,206           661,715            399,916
     General and administrative                        345,159            84,745           538,325            160,061
                                                    -----------      ------------      ------------       ------------
                                                     1,274,559           659,217         2,338,359          1,307,401
                                                    -----------      ------------      ------------       ------------

     Income (loss) before minority interest            249,067           (59,171)          201,995           (110,991)
                                                    -----------      ------------      ------------       ------------

     Minority interest                                  45,660                 -            37,031                  -
                                                    -----------      ------------      ------------       ------------

     Net income (loss)                               $ 203,407         $ (59,171)        $ 164,964         $ (110,991)
                                                    ===========      ============      ============       ============
NET INCOME (LOSS) PER SHARE - BASIC AND DILUTED         $ 0.19           $ (0.05)           $ 0.15            $ (0.10)
                                                    ===========      ============      ============       ============
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC          1,080,508         1,080,516         1,080,509          1,080,518
                                                    ===========      ============      ============       ============
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED        1,323,054         1,080,516         1,323,055          1,080,518
                                                    ===========      ============      ============       ============
<FN>
The accompanying notes are an integral part of these consolidated financial statements
</FN>
</TABLE>





                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                     For the six months ended June 30, 1998
                                   (unaudited)

<TABLE>
<CAPTION>

                                                        Shares of                                                        Total
                                                       beneficial           Cumulative           Cumulative          shareholders'
                                                        interest             earnings          distributions            equity
                                                     ----------------    -----------------    -----------------     ----------------

<S>                                                     <C>                  <C>                 <C>                    <C>
BALANCE AT DECEMBER 31, 1997                            $ 19,429,735         $ 37,217,597        $ (54,378,529)         $ 2,268,803

Net income                                                         -              164,964                    -              164,964

Retirement of shares                                             (14)                   -                    -                  (14)
                                                     ----------------    -----------------    -----------------     ----------------
BALANCE AT JUNE 30, 1998                                $ 19,429,721         $ 37,382,561        $ (54,378,529)         $ 2,433,753
                                                     ================    =================    =================     ================

<FN>
The accompanying notes are an integral part of these consolidated financial statements
</FN>
</TABLE>




                      VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>


                                                                                For the six months ended June 30,
                                                                              -------------------------------------

                                                                                   1998                    1997
                                                                              --------------            ----------
<S>                                                                               <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)                                                                 $ 164,964             $ (110,991)

Adjustments to  reconcile  net income  (loss) to net cash
   provided by operating activities:

        Depreciation and amortization                                               319,223                215,403
        Amortization of deferred financing costs                                     15,452                 19,506
        Minority interest of unitholders in Operating Partnership                    37,031                      -
        Changes in assets and liabilities:
           Cash escrows                                                            (120,906)                (8,538)
           Receivables and other assets                                             (13,133)                29,406
           Capitalized leasing costs                                                (12,979)               (21,352)
           Accounts payable and accrued liabilities                                  67,873                 43,949
                                                                              --------------           ------------
        Total adjustments                                                           292,561                278,374
                                                                              --------------           ------------
 Net cash provided by operating activities                                           457,525                167,383
                                                                              --------------           ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

The Thicket capital expenditures                                                    (21,444)               (73,851)
Peachtree capital expenditures                                                      (26,869)                     -
Windrush  capital expenditures                                                      (21,978)                     -
                                                                              --------------           ------------
Net cash used in investing activities                                               (70,291)               (73,851)
                                                                              --------------           ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

Principal repayments on line of credit                                             (255,000)                     -
Principal repayments on mortgage payable                                            (70,791)               (25,419)
Purchase of retired shares                                                              (14)                   (70)
                                                                              --------------           ------------
Net cash used in investing activities                                              (325,805)               (25,489)
                                                                              --------------           ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                            61,429                 68,043

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                    282,851                171,736
                                                                              --------------           ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                        $ 344,280              $ 239,779
                                                                              ==============           ============

<FN>
The accompanying notes are an integral part of these consolidated financial statements
</FN>
</TABLE>



<PAGE>


                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)
                                  June 30, 1998

NOTE 1 - FORMATION AND ORGANIZATION

         Vinings  Investment  Properties  Trust  ("Vinings"  or the "Trust") was
         organized on December 7, 1984 as a twenty year  finite-life real estate
         investment  trust  ("REIT")  whose  original  purpose  was to invest in
         participating,   shared   appreciation,   convertible  and  fixed  rate
         mortgages and joint venture financing secured by office, industrial and
         retail facilities located throughout the United States. The Declaration
         of Trust  provided,  among other  things,  that the Trustees  would use
         their best efforts to  terminate  the Trust  within  approximately  ten
         years.  The Trustees  proceeded with the orderly  liquidation of assets
         and the  distribution of proceeds to the  shareholders.  As of December
         31, 1995,  all of the assets to be liquidated  had been sold except the
         Hawthorne  Note, as hereinafter  defined,  which was sold on January 3,
         1996. The remaining assets of the Trust were Peachtree Business Center,
         a  75,000  square  foot  business  park  located  in  Atlanta,  Georgia
         ("Peachtree") and approximately $163,000 in cash.

         On  January  31,  1996,  Vinings  Investment   Properties,   Inc.  (the
         "Purchaser")  commenced a cash tender offer (the "Tender  Offer") for a
         minimum of a majority and a maximum of 85% of the outstanding shares of
         beneficial  interest,  without par value (the "Shares"),  of the Trust.
         The Tender Offer  expired in  accordance  with its terms at midnight on
         February 28, 1996, and the Purchaser  accepted  approximately  73.3% of
         the  outstanding  Shares.  In connection  with the  consummation of the
         Tender  Offer,  all of the Trustees and officers of the Trust  resigned
         and were replaced with  designees of the Purchaser  ("Management").  In
         addition,  the Trust was an  externally  advised REIT for which it paid
         advisory  fees  to an  unrelated  third  party  (the  "Advisor").  Upon
         consummation of the Tender Offer, the relationship with the Advisor was
         terminated and Vinings became self-administered.

         The purpose of the Tender Offer was for  Management to acquire  control
         of the Trust  and to  rebuild  Vinings  assets  by  expanding  into the
         multifamily real estate markets through the acquisition of garden style
         apartment  communities  which are  leased to  middle-income  residents.
         Management  believes  that these  investments  will provide  attractive
         sources of income to Vinings  which will not only  increase  net income
         and provide cash available for future distributions,  but will increase
         the value of Vinings' real estate portfolio as well.

         On June 11, 1996, Vinings Investment  Properties,  L.P. (the "Operating
         Partnership"),  a Delaware limited  partnership,  was organized.  As of
         June 30, 1998, the Trust was the sole 1% general  partner and an 80.67%
         limited  partner  in the  Operating  Partnership.  (This  structure  is
         commonly referred to as an umbrella partnership REIT or "UPREIT").

         Vinings  currently  owns three real  estate  assets,  which are (1) The
         Thicket Apartments ("Thicket"), a 254-unit apartment complex located in
         Atlanta,  Georgia,  owned through Thicket Apartments,  L.P., a Delaware
         limited partnership of which the Operating Partnership is a 99% limited
         partner  and  Thicket  Holdings,   Inc.,  a  Delaware  corporation  and
         wholly-owned  subsidiary of the Trust, is the sole general partner; (2)
         Windrush  Apartments  ("Windrush"),   a  202-unit  apartment  community
         located in Atlanta, Georgia owned through Vinings Communities,  L.P., a
         Delaware  limited  partnership of which the Operating  Partnership is a
         99% limited partner and the Trust is the sole general partner;  and (3)
         Peachtree,  an approximately 75,000 square foot,  single-story business
         park located in Atlanta,  Georgia,  owned by the Operating Partnership.
         At June 30, 1998,  Thicket,  Windrush and  Peachtree  were 98%, 95% and
         100% leased, respectively.

         On July 1, 1996,  Vinings  effected a 1-for-8  reverse share split (the
         "Share  Split")  of  its  8,645,000  outstanding  Shares.  Shareholders
         tendered  their  Shares and  received  one Share for every eight Shares
         owned.  Vinings has purchased and continues to purchase any  fractional
         Shares at a cost of $5.50 per share.  As of June 30,  1998,  fractional
         Shares totaling 117 had been repurchased and retired leaving  1,080,508
         Shares  outstanding.  All  share  and per share  data  included  in the
         accompanying  financial statements and notes thereto have been restated
         to reflect the Share Split.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis of Presentation
         ---------------------
         The consolidated  financial statements have been prepared in accordance
         with generally  accepted  accounting  principles for interim  financial
         information  and with the  instructions  to Form 10-Q and Article 10 of
         Regulation S-X. Accordingly, they do not include all of the information
         and footnotes required by generally accepted accounting  principles for
         complete  financial  statements.  In the  opinion  of  management,  all
         adjustments necessary (consisting only of normal recurring adjustments)
         for a fair presentation  have been included.  Operating results for the
         six month period ended June 30, 1998 are not necessarily  indicative of
         the results that may be expected for the year ending December 31, 1998.

         The accompanying  consolidated  financial statements of Vinings include
         the  consolidated  accounts  of the  Trust  and its  subsidiaries.  All
         significant intercompany balances and transactions have been eliminated
         in  consolidation.  The  minority  interest of the  unitholders  in the
         Operating  Partnership on the accompanying  balance sheet is calculated
         based on the minority interest ownership  percentage (18.33% as of June
         30, 1998)  multiplied by the Operating  Partnership's  net assets.  The
         minority  interest  of the  unitholders  in the  income  or loss of the
         Operating  Partnership on the  accompanying  statement of operations is
         calculated based on the weighted average number of Shares and Units (as
         hereinafter  defined) outstanding during the period. The term "Vinings"
         or "Trust"  hereinafter refers to Vinings  Investment  Properties Trust
         and its subsidiaries, including the Operating Partnership.

         These financial  statements should be read in conjunction with Vinings'
         audited   consolidated   financial  statements  and  footnotes  thereto
         included  in  Vinings'  Annual  Report on Form 10-K for the year  ended
         December 31, 1997.


<PAGE>
         Income Taxes
         ------------
         Vinings  has elected to be taxed as a REIT under the  Internal  Revenue
         Code of 1986,  as  amended  (the  "Code").  As a result,  Vinings  will
         generally not be subject to federal income  taxation on that portion of
         its income that  qualifies  as REIT  taxable  income to the extent that
         Vinings  distributes  at  least  95%  of  its  taxable  income  to  its
         shareholders and satisfies certain other requirements.  Accordingly, no
         provision   for  federal   income  taxes  has  been   included  in  the
         accompanying consolidated financial statements.


         Cash and Cash Equivalents
         -------------------------
         Vinings  considers  all highly  liquid  investments  purchased  with an
         original maturity of three months or less to be cash equivalents.


         Cash Escrows
         ------------
         Cash  escrows  consist of real estate tax,  insurance  and  replacement
         reserve  escrows held by  mortgagees.  These escrows are funded monthly
         from property  operations and released solely for the purpose for which
         they were established.


         Use of Estimates
         ----------------
         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires  management  to make certain
         estimates and  assumptions  that affect the reported  amounts of assets
         and liabilities, the disclosure of contingent assets and liabilities at
         the  date of the  financial  statements  and the  reported  amounts  of
         revenues and expenses during the reporting period. Actual results could
         differ from those estimates.


         Real Estate Assets
         ------------------
         Real estate assets are stated at depreciated  cost less  reductions for
         impairment,  if any. In identifying  potential  impairment,  management
         considers   such  factors  as  declines  in  a   property's   operating
         performance  or market  value,  a change in use, or adverse  changes in
         general market conditions. In determining whether an asset is impaired,
         management  estimates  the future cash flows  expected to be  generated
         from the asset's use and its eventual disposition.  If the sum of these
         estimated  future cash flows on an undiscounted  basis is less than the
         asset's  carrying cost, the asset is written down to its fair value. In
         management's  opinion,  there has been no  impairment  of Vinings' real
         estate assets as of June 30, 1998.

         Ordinary  repairs  and  maintenance  are  expensed as  incurred.  Major
         improvements  and  replacements  are capitalized  and depreciated  over
         their estimated useful lives when they extend the useful life, increase
         capacity or improve  efficiency of the related asset.  Depreciation  is
         computed  on a  straight-line  basis over the useful  lives of the real
         estate  assets  (buildings  and  improvements,  5-40 years;  furniture,
         fixtures and equipment,  5 years;  and tenant  improvements,  generally
         over the life of the related lease.)


         Revenue Recognition
         -------------------
         All leases are  classified  as  operating  leases and rental  income is
         recognized   when  earned   which   materially   approximates   revenue
         recognition on a straight-line basis.


         Deferred Financing Costs and Amortization
         -----------------------------------------
         Deferred  financing  costs  include  fees and costs  incurred to obtain
         financing  and are  capitalized  and  amortized  over  the  term of the
         related debt.


         Net Income (Loss) Per Share
         ---------------------------
         Effective  beginning with the quarter and year ended December 31, 1997,
         Vinings  computes net income  (loss) per share under the  provisions of
         Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
         per Share." As  prescribed by SFAS No. 128, all prior period net income
         (loss) per share data has been restated to conform with the  provisions
         of SFAS No. 128.  Under SFAS No. 128, basic net income (loss) per share
         is computed  based upon the weighted  average  number of common  shares
         outstanding  during the period.  Diluted net income (loss) per share is
         computed  to reflect  the  potential  dilution  of all  instruments  or
         securities  which are  convertible  into  common  shares of the  Trust.
         Previously  reported net income (loss) per share under prior accounting
         standards  was equal to basic and diluted  net income  (loss) per share
         under SFAS No. 128.

         The following is a reconciliation of net income (loss) available to the
         common  shareholders  and the weighted  average shares used in Vinings'
         basic and diluted net income (loss) per share computations:
<TABLE>
<CAPTION>

                                                    For the three months                 For the six months
                                                       Ended June 30,                      Ended June 30,
                                              -------------------------------- -----------------------------------
                                                    1998             1997              1998             1997
                                              --------------------------------------------------------------------

<S>                                                <C>             <C>                <C>             <C>       
     Net income (loss) - basic                     $203,407        $(59,171)          $164,964        $(110,991)
     Minority interest                               45,660             -               37,031                -
                                               ===================================================================
     Net income (loss) - diluted                   $249,067        $(59,171)          $201,995        $(110,991)
                                               ===================================================================

     Weighted average shares - basic              1,080,508      1,080,516           1,080,509        1,080,518
     Dilutive Securities
         Weighted average Units in
         Operating Partnership                      242,546              -             242,546                -
         Share options                                    -              -                   -                -
                                               ===================================================================
     Weighted average shares - diluted            1,323,054      1,080,516           1,323,055        1,080,518
                                               ===================================================================
</TABLE>

         Units in the Operating Partnership held by the minority unitholders are
         redeemable for Shares of the Trust on a one-for-one basis, or for cash,
         at the option of the Trust. For the three and six months ended June 30,
         1998,  the dilutive  effect of share options on Vinings' net income per
         share  calculations were excluded,  as the impact of such share options
         was antidilutive.

         Reclassification
         ----------------
         Certain 1997  financial  statement  amounts have been  reclassified  to
         conform with the current year presentation.


NOTE 3 - REAL ESTATE ASSETS

         Windrush Apartments
         -------------------
         On December 19, 1997, Vinings acquired Windrush for a purchase price of
         $7,555,000 consisting of the assumption of an existing mortgage loan in
         the amount of  $6,464,898  and other  liabilities  and the  issuance of
         224,330  limited   partnership  units  in  the  Operating   Partnership
         ("Units").


         The Thicket Apartments
         ----------------------
         On June 28,  1996,  Vinings  acquired  Thicket for a purchase  price of
         $8,650,000.  The  acquisition  was  financed by a mortgage  loan on the
         property in the amount of $7,392,000 and borrowings  from Vinings' line
         of credit.


         Peachtree Business Center
         -------------------------
         Vinings  acquired  Peachtree  through a deed-in-lieu  of foreclosure on
         April 12, 1990.  Peachtree was recorded at $1,700,000,  its fair market
         value,  which  was less  than the book  value of the  Trust's  mortgage
         investment at the date of foreclosure.  Subsequent to the  acquisition,
         approximately $1,115,000 of improvements have been capitalized.


         Acquisition Transaction
         -----------------------
         On June 18, 1998 Vinings entered into 18 separate contracts to purchase
         14 multifamily communities totaling 2,184 units (the "Portfolio").  The
         Portfolio  will  be  acquired  for  an  aggregate   purchase  price  of
         $104,434,605,  consisting  of cash and the  assumption of existing debt
         (the "Acquisition Transaction"). Vinings is currently in the process of
         conducting  its due  diligence.  The  contracts  are subject to various
         approvals from third parties for the assumption of the mortgage  notes,
         as well as certain customary conditions,  including without limitation,
         satisfactory due diligence review. If Vinings is satisfied with its due
         diligence review, obtains sufficient capital to finance the transaction
         and  certain  other  closing  conditions  are met,  the  closing of the
         Portfolio  could take place  during  the third and fourth  quarters  of
         1998. However, there can be no assurance that the Portfolio acquisition
         will take place.


<PAGE>


NOTE 4 - NOTES PAYABLE

         Mortgage Notes Payable
         ----------------------
         At June 30, 1998, Vinings had the following mortgage notes payable:

         1)  9.04%  mortgage  note payable in the original  principal  amount of
             $7,392,000,  which is secured by Thicket and which  matures on July
             1, 2003. Principal and interest are payable in monthly installments
             of $59,691.

         2)  7.5%  mortgage  note payable which was assumed on December 19, 1997
             with a  principal  balance  of  $6,464,898,  which  is  secured  by
             Windrush and which matures on July 1, 2024.  Principal and interest
             are payable in monthly installments of $47,457.

         At June 30, 1998,  the total  outstanding  principal for both notes was
         $13,713,775.  Scheduled  maturites of the mortgage  notes payable as of
         June 30, 1998 are as follows:

                         1998            $    73,710
                         1999                156,664
                         2000                169,860
                         2001                184,179
                         2002                199,716
                         Thereafter       12,929,646
                                         -----------
                             Total       $13,713,775
                                         ===========


         Line of Credit
         --------------
         Vinings  renewed  for six  months  its line of credit in the  amount of
         $2,000,000,  which  expired on June 28, 1998.  The line of credit bears
         interest at the bank's base rate, which approximates prime. At June 30,
         1998, the interest rate was 8.50%. Interest is payable monthly with the
         entire  principal  balance due on December 28, 1998. It is  anticipated
         that the line of credit will be repaid from new equity sources prior to
         its expiration. The line of credit is secured by Peachtree. At June 30,
         1998, the outstanding balance of the line of credit was $1,463,104.


NOTE 5 - RELATED PARTY TRANSACTIONS

         Vinings  entered into management  agreements  with Vinings  Properties,
         Inc. to provide property  management  services for Thicket and Windrush
         for a fee equal to five percent of gross  revenues  plus a fee for data
         processing.  Vinings  Properties,  Inc.  is  an  affiliate  of  certain
         officers  and  Trustees of Vinings.  A total of $100,207 and $45,560 in
         management  fees and  $13,680 and $7,620 in data  processing  fees were
         incurred by Vinings  during the six month  periods  ended June 30, 1998
         and 1997, respectively.

         In addition,  as a commitment to the  rebuilding  of Vinings,  prior to
         1998 The  Vinings  Group,  Inc.,  the  parent  corporation  of  Vinings
         Properties, Inc. (collectively, "The Vinings Group"), provided numerous
         services at no cost to Vinings relating to administration, acquisition,
         and capital and asset advisory  services.  Certain direct costs paid on
         Vinings' behalf have been reimbursed to The Vinings Group and beginning
         January 1, 1998, The Vinings Group has charged  Vinings nominal amounts
         for the  reimbursement  of certain  overhead  charges.  However,  while
         Vinings has been in its initial  growth  stages,  The Vinings Group has
         been committed to providing as many services as possible to promote the
         Trust's  growth.  A total of $22,500 and $22,500  were paid for the six
         month  periods  ended  June 30,  1998 and  1997,  respectively,  to The
         Vinings Group for shareholder services provided for the sole benefit of
         Vinings by one of The Vinings Group's employees.  In addition,  a total
         of $30,000  has been  accrued for the six month  period  ended June 30,
         1998 to The Vinings Group for the  reimbursement of overhead  expenses.
         The  officers  did not  receive  compensation  from  Vinings  for their
         services  during the first and second  quarters  of 1998 except for the
         restricted  stock, as hereinafter  defined,  awarded on July 1, 1998. (
         See  Note  11  to  Vinings   June  30,  1998   Consolidated   Financial
         Statements.)


NOTE 6 - DISTRIBUTIONS

         There were no  distributions  declared or  distributed  for the periods
         ended  June 30,  1998 and 1997.  Since the  consummation  of the Tender
         Offer,  management  has not  declared  any  dividends.  In an effort to
         rebuild Vinings' assets,  all operating cash flow has been reserved for
         future  growth  and  expansion.  However,  as assets are  acquired  and
         operating cash flow increases,  Vinings intends to pay distributions to
         shareholders  in  amounts  at least  sufficient  to enable the Trust to
         qualify as a REIT.


NOTE 7 - LEASING ACTIVITY

         The following is a schedule of future minimum rents due under operating
         leases that have  initial or  remaining  noncancellable  lease terms in
         excess of one year as of June 30, 1998, at Peachtree:

                             1998             $  254,415
                             1999                516,577
                             2000                396,903
                             2001                292,052
                             2002                120,559
                                             -----------
                             Total            $1,580,506
                                             ===========

         One tenant  generated 53% of Peachtree's  revenues for the period ended
         June 30, 1998.  The same tenant  accounts for 70% of the future minimum
         lease payments.


NOTE 8 - CONTINGENCIES

         Vinings is, from time to time,  subject to various claims that arise in
         the ordinary course of business. These matters are generally covered by
         insurance.  While the  resolution of these matters  cannot be predicted
         with  certainty,  management  believes  that the final  outcome of such
         matters  will not  have a  material  adverse  effect  on the  financial
         position or results of operations of Vinings.

         In August  1997,  Vinings,  through the  Operating  Partnership,  began
         contract  negotiations for the acquisition of a 2,365-unit portfolio of
         16  multifamily  properties.  The  sellers,  which  were 16  individual
         partnerships (the "Sellers"),  were to contribute the properties to the
         Operating  Partnership  in exchange for a  combination  of Units and/or
         cash  and  the  assumption  of  existing  mortgage   indebtedness  (the
         "Portfolio  Transaction").  The officers of Vinings  spent  substantial
         amounts of time and the Trust spent substantial amounts of money in its
         due  diligence  on  the   properties   and  in  contract   negotiations
         specifically  for this  portfolio.  Vinings  believes that it secured a
         binding  commitment  from the  Sellers for the  Portfolio  Transaction.
         Conditional  commitments for equity financing were obtained and Vinings
         was prepared to close on the  transaction in early 1998.  Within thirty
         days of closing,  the general  partner of the  Sellers  terminated  the
         contract for reasons  Vinings  believes to be pretextual,  in breach of
         the  contract  and not in the best  interests  of the  partners  of the
         selling partnerships or the shareholders of the Trust.

         On February 3, 1998,  Vinings  commenced an action against the Sellers,
         their  general  partners  and a  related  property  management  company
         seeking  specific  enforcement  of the  contract  and  damages  for the
         defendant's willful breach of contract,  lack of good faith negotiation
         and tortious interference in connection with the breach and termination
         of the  contract.  In a related  case,  the Sellers  filed an action on
         January 29, 1998 seeking a declaratory  judgement that the contract was
         not valid, binding and enforceable against them.

         On June 3,  1998,  a  settlement  was  agreed to  between  the  parties
         pursuant to a Settlement  Agreement  and Mutual  Release,  the terms of
         which are confidential. All pending claims have been dismissed. Amounts
         received under the Settlement Agreement and Mutual Release are included
         in other income in the accompanying statement of operations.


NOTE 9 - SUPPLEMENTAL CASH FLOW INFORMATION

         Vinings paid interest of $650,130 and $399,916 for the six months ended
         June 30, 1998 and 1997, respectively.


<PAGE>
NOTE 10 - DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

         Based on interest rates and other  pertinent  information  available to
         Vinings as of June 30,  1998,  the Trust  estimates  that the  carrying
         value of cash and cash  equivalents,  the mortgage notes  payable,  the
         line of credit,  and other  liabilities  approximate  their fair values
         when compared to instruments of similar type, terms and maturity.

         Disclosure  about  fair  value  of  financial  instruments  is based on
         pertinent  information  available  to  management  as of June 30, 1998.
         Although   management   is  not  aware  of  any   factors   that  would
         significantly  affect its estimated  fair value  amounts,  such amounts
         have not been comprehensively  revalued for purposes of these financial
         statements since June 30, 1998.


NOTE 11 - 1997 STOCK OPTION AND INCENTIVE PLAN

         At the 1997 annual  shareholders  meeting held on July 1, 1997, Vinings
         adopted the Vinings  Investment  Properties Trust 1997 Stock Option and
         Incentive Plan (the "Plan") in order to provide incentives to officers,
         employees,  Trustees,  and other key persons. The Plan provides for the
         grant of share  options,  share  appreciation  rights,  restricted  and
         unrestricted  share  awards,  performance  share  awards,  and dividend
         equivalent rights.

         Under the Plan,  the maximum  number of shares that may be reserved and
         available for issuance is 10% of the total number of outstanding shares
         at any time  plus 10% of the  number of Units  outstanding  at any time
         that are  subject  to  redemption  rights.  At June 30,  1998 the total
         number of shares available for issuance under the Plan was 132,305.

         On July 1, 1997, Vinings granted a total of 26,000  non-qualified share
         options (the "1997 Options") to the officers,  Trustees and certain key
         persons. The 1997 Options are exercisable at a price of $5.00 (based on
         a closing  sales  price of a share of the Trust on the Nasdaq  SmallCap
         Market on June 30,  1997 of $4.56)  and became  exercisable  in full on
         July 9, 1998. No options had been exercised as of June 30, 1998.

         On June 9, 1998, Vinings granted a total of 81,250  non-qualified share
         options (the "1998 Options") to the officers,  Trustees and certain key
         persons. The 1998 Options are exercisable at a price of $4.00 (based on
         the Fair  Market  Value of a share of the Trust on the grant  date) and
         become exercisable in full on June 9, 1999.

         On July 1, 1998 Vinings  awarded  20,000 shares of restricted  stock to
         the   officers  and  certain   trustees   (the   "Restricted   Stock"),
         representing  a total value of $80,000  (based on the Fair Market Value
         of a share of the Trust on the award  date)  which was  accrued on June
         30, 1998. The Restricted Stock was awarded as compensation for services
         provided to the Trust by such officers and certain  trustees as well as
         The Vinings Group.


NOTE 12 - SUBSEQUENT EVENT

         In  addition to the  Acquisition  Transaction  described  in Note 3, on
         August 11, 1998 Vinings  entered into contracts for the purchase of two
         apartment  communities  in  Atlanta,  Georgia  totaling  482 units (the
         "Atlanta  Properties").  The combined purchase price totals $19,500,000
         and  consists  of the  assumption  of the  existing  debt on one of the
         communities  and the remainder in cash.  Vinings has just begun its due
         diligence  review.  The contracts are subject to various approvals from
         third  parties for the  assumption  of the  mortgage  note,  as well as
         certain   customary    conditions,    including   without   limitation,
         satisfactory due diligence review. If Vinings is satisfied with its due
         diligence review, obtains sufficient capital to finance the transaction
         and certain other closing  conditions are met,  management  anticipates
         that the  closing of the  Atlanta  Properties  could take place  either
         simultaneously  with or shortly  after the  closing of the  Acquisition
         Transaction.  However,  there can be no assurance that the  acquisition
         will take place.




<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW
--------

Vinings Investment  Properties Trust ("Vinings" or the "Trust") was organized on
December  7, 1984 as a twenty year  finite-life  real  estate  investment  trust
("REIT")  whose  original  purpose  was  to  invest  in  participating,   shared
appreciation,  convertible and fixed rate mortgages and joint venture  financing
secured by office,  industrial  and retail  facilities  located  throughout  the
United States. The Declaration of Trust provided,  among other things,  that the
Trustees   would  use  their  best  efforts  to   terminate   the  Trust  within
approximately ten years. The Trustees proceeded with the orderly  liquidation of
assets and the distribution of proceeds to the shareholders.  As of December 31,
1995,  all of the assets to be  liquidated  had been sold  except the  Hawthorne
Note, as hereinafter  defined,  which was sold on January 3, 1996. The remaining
assets of the  Trust  were  Peachtree  Business  Center,  a 75,000  square  foot
business  park  located in  Atlanta,  Georgia  ("Peachtree")  and  approximately
$163,000 in cash.

On January 31, 1996,  Vinings  Investment  Properties,  Inc.  (the  "Purchaser")
commenced a cash tender offer (the  "Tender  Offer") for a minimum of a majority
and a maximum of 85% of the outstanding shares of beneficial  interest,  without
par value (the "Shares"),  of the Trust.  The Tender Offer expired in accordance
with its terms at midnight on February  28,  1996,  and the  Purchaser  accepted
approximately   73.3%  of  the  outstanding   Shares.  In  connection  with  the
consummation of the Tender Offer,  all of the Trustees and officers of the Trust
resigned and were replaced with  designees of the Purchaser  ("Management").  In
addition,  the Trust was an  externally  advised REIT for which it paid advisory
fees to an  unrelated  third party (the  "Advisor").  Upon  consummation  of the
Tender  Offer,  the  relationship  with the Advisor was  terminated  and Vinings
became self-administered.

The purpose of the Tender  Offer was for  Management  to acquire  control of the
Trust and to rebuild  Vinings  assets by  expanding  into the  multifamily  real
estate markets  through the  acquisition of garden style  apartment  communities
which are leased to  middle-income  residents.  Management  believes  that these
investments will provide  attractive sources of income to Vinings which will not
only increase net income and provide cash  available  for future  distributions,
but will increase the value of Vinings' real estate portfolio as well.

On  June  11,  1996,  Vinings  Investment   Properties,   L.P.  (the  "Operating
Partnership"),  a Delaware limited  partnership,  was organized.  As of June 30,
1998,  Vinings was the sole 1% general  partner and an 80.67% limited partner in
the  Operating  Partnership.  (This  structure  is  commonly  referred  to as an
umbrella partnership REIT or "UPREIT").

On July 1, 1996,  Vinings  effected a 1-for-8  reverse  share  split (the "Share
Split") of its 8,645,000 outstanding Shares.  Shareholders tendered their Shares
and received one Share for every eight Shares  owned.  Vinings has purchased and
continues to purchase any fractional  Shares at a cost of $5.50 per share. As of
June 30, 1998,  fractional  Shares totaling 117 had been repurchased and retired
leaving 1,080,508 Shares outstanding.

At June 30, 1998,  Vinings'  real estate assets were The Thicket  Apartments,  a
254-unit apartment community located in Atlanta,  Georgia ("Thicket"),  Windrush
Apartments,   a  202-unit  apartment  community  located  in  Atlanta,   Georgia
("Windrush") and Peachtree, which were 98%, 95% and 100% leased, respectively.

On June 18, 1998 Vinings  entered  into 18 contracts to purchase 14  multifamily
communities  totaling  2,184  units (the  "Portfolio").  The  Portfolio  will be
acquired for an aggregate purchase price of $104,434,605, consisting of cash and
the  assumption  of  existing  debt.  Vinings  is  currently  in the  process of
conducting  its due  diligence.  The contracts are subject to various  approvals
from third parties for the assumption of the mortgage  notes, as well as certain
customary conditions,  including without limitation,  satisfactory due diligence
review.  If  Vinings  is  satisfied  with  its  due  diligence  review,  obtains
sufficient  capital  to  finance  the  transaction  and  certain  other  closing
conditions are met, the closing of the Acquisition  Transaction could take place
during the third and fourth quarters of 1998. However, there can be no assurance
that the acquisition will take place.

On August 11,  1998  Vinings  entered  into  contracts  for the  purchase of two
apartment  communities  in Atlanta,  Georgia  totaling  482 units (the  "Atlanta
Properties"). The combined purchase price totals $19,500,000 and consists of the
assumption of the existing debt on one of the  communities  and the remainder in
cash. Vinings has just begun its due diligence review. The contracts are subject
to various approvals from third parties for the assumption of the mortgage note,
as  well  as  certain  customary   conditions,   including  without  limitation,
satisfactory  due  diligence  review.  If  Vinings  is  satisfied  with  its due
diligence  review,  obtains  sufficient  capital to finance the  transaction and
certain  other  closing  conditions  are met,  management  anticipates  that the
closing of the Atlanta Properties could take place either simultaneously with or
shortly after the closing of the Acquisition Transaction.  However, there can be
no assurance that the acquisition will take place.

The following  discussion and analysis of the financial condition and results of
operations  should be read in  conjunction  with the  accompanying  consolidated
financial statements of Vinings and the notes thereto.


RESULTS OF OPERATIONS
---------------------

Rental and other property revenues increased $422,979, or 71%, from $599,615 for
the three months ended June 30, 1997 to $1,022,594  for the same period in 1998,
and $843,280,  or 71%, from $1,195,445 for the six months ended June 30, 1997 to
$2,038,725  for the same period in 1998.  This  increase is due primarily to the
revenues generated in connection with Vinings' ownership of Windrush during 1998
which was not in  Vinings'  portfolio  during the first and second  quarters  of
1997. In addition to the increased  revenues  generated from Windrush,  revenues
from both  Thicket and  Peachtree  increased  due to  occupancy  and rental rate
increases.

Other income of $501,032 was generated for the three months and $501,629 for the
six months  ended June 30,  1998 due  primarily  to proceeds  received  from the
settlement  of the  previously  disclosed  litigation  in  connection  with  the
Portfolio  Transaction.  (See Part II, Item 1 - Legal  Proceedings and Note 8 to
Vinings' June 30, 1998 Consolidated Financial Statements.)

Property operating and maintenance  expense increased by $175,022,  or 68%, from
$255,952  for the three  months  ended June 30,  1997,  to $430,974 for the same
period in 1998,  and  $291,129,  or 57%,  from $512,515 for the six months ended
June 30, 1997 to  $803,644  for the same  period in 1998.  This  increase is due
primarily to the expenses  generated in connection  with  Vinings'  ownership of
Windrush during 1998,  which was not in Vinings'  portfolio during the first and
second quarters of 1997.

Depreciation  and amortization  increased by $51,916,  or 48%, from $108,559 for
the three  months  ended June 30, 1997 to $160,475  for the same period in 1998,
and  $103,820,  or 48%,  from $215,403 for the six months ended June 30, 1997 to
$319,223  for the same  period  in  1998.  This  increase  is due  primarily  to
depreciation  generated in connection with Vinings' ownership of Windrush during
1998,  which was not in Vinings'  portfolio during the first and second quarters
of 1997.  Amortization  of  capitalized  lease  commissions  at  Peachtree  also
increased slightly.

Interest expense increased $130,018,  or 65%, from $200,206 for the three months
ended June 30, 1997 to $330,224 for the same period in 1998,  and  $261,799,  or
65%,  from  $399,916  for the six months ended June 30, 1997 to $661,715 for the
same period in 1998,  due primarily to the interest on the mortgage note secured
by Windrush.  Interest on Vinings' line of credit increased  slightly due to the
increased balance of the line of credit.

General and administrative  expense increased $260,414 or 307%, from $84,745 for
the three  months  ended June 30, 1997 to $345,159  for the same period in 1998,
and  $378,264,  or 236% from  $160,061 for the six months ended June 30, 1997 to
$538,325 for the same period in 1998. Of this  increase,  $158,752 and $263,282,
for the three months and six months ended respectively, is legal and accounting,
the  majority  of  which  is  legal  expense  incurred  in  connection  with the
litigation  involving  the Portfolio  Transaction.  (See Part II, Item 1 - Legal
Proceedings  and  Note  8  to  Vinings  June  30,  1998  Consolidated  Financial
Statements.) In addition, $80,000 of the increase is the accrual of compensation
expense  relating to the Restricted  Stock awarded on July 1, 1998. (See Note 11
to Vinings June 30, 1998  Consolidated  Financial  Statements.) The remainder of
the  increase  is the accrual of overhead  reimbursements  to The Vinings  Group
totaling  $15,000 and $30,000 for the three months and six months ended June 30,
1998, respectively.  (See Note 5 to Vinings June 30, 1998 Consolidated Financial
Statements.)


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Net cash provided by operating  activities  increased  $290,142,  or 173%,  from
$167,383  for the six months  ended June 30, 1997 to $457,525 for the six months
ended June 30, 1998.  This  increase is due  primarily to the proceeds  from the
Portfolio Transaction  settlement,  net of litigation costs. Property operations
from Windrush also contributed to this increase.

Cash flows used in  investing  activities  are for capital  expenditures  at the
properties and remained  fairly  constant for the six months ended June 30, 1997
and 1998.

Cash flows used in financing  activities increased $300,316 from $25,489 for the
six months ended June 30, 1997 to $325,805 for the same period in 1998.  Of this
increase,  $255,000  is due to  principal  repayments  on the line of credit and
$45,372 is  attributable  to the principal  repayments made on the mortgage note
payable secured by Windrush, which Vinings did not hold at June 30, 1997.

The cash held by  Vinings  at June 30,  1998,  plus the cash flow from  Vinings'
assets, is expected to provide sources of liquidity to allow Vinings to meet all
current operating obligations. In addition, the remaining balance of $536,896 on
Vinings'  $2,000,000  line of credit may be drawn for working  capital  needs or
acquisition  funding. It is anticipated that the line of credit, which is due in
December  1998,  will be repaid through the issuance of new equity in connection
with the Acquisition Transaction. (For additional information regarding the line
of  credit  see  Note  4  to  Vinings'  June  30,  1998  Consolidated  Financial
Statements).  It  is  anticipated  that  the  Acquisition  Transaction  and  the
acquisition of the Atlanta  Properties  will be funded through the assumption of
existing  debt and cash  provided  by the  issuance  of new  equity in a private
transaction.  (See  Note 3 to  Vinings  June  30,  1998  Consolidated  Financial
Statements).  There can be no assurance,  however,  that Vinings will be able to
raise the necessary equity to finance these transactions.

Management  intends to continue ongoing  discussions with capital sources,  both
public and private,  as well as explore financing  alternatives,  so as to allow
the Trust to expand and grow its income producing investments.


RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 128"), which
supersedes the authoritative literature and related interpretations for earnings
per share under  Accounting  Principles  Board Opinion No. 15. Effective for the
quarter and year ended  December 31, 1997,  the Trust computes net income (loss)
per share under the  provisions  of SFAS No. 128. As prescribed by SFAS No. 128,
all prior period net income  (loss) per share data has been  restated to conform
with the provisions of SFAS No. 128. Under SFAS No. 128, basic net income (loss)
per share is computed  based upon the weighted  average  number of common shares
outstanding  during the period.  Diluted net income (loss) per share is computed
to reflect the potential  dilution of all  instruments  or securities  which are
convertible  into common  shares of the Trust.  Previously  reported  net income
(loss) per share under prior accounting standards was equal to basic and diluted
net income (loss) per share under SFAS No. 128.


OTHER MATTERS
-------------

Vinings  was  informed  on April 3, 1998 by NASDAQ that its shares no longer met
certain  maintenance  requirements for continued listing on the SmallCap Market.
Although  the Trust  believes  that all  requirements  had been met, it made the
strategic decision not to submit a proposal for achieving compliance so that its
listing would be transferred  from the SmallCap  Market to the  Over-the-Counter
Bulletin  Board.  Vinings  made this  decision  because it feels that its growth
would have been severely  hindered by newly  implemented  SmallCap  requirements
pertaining to shareholder approval of new share issuances.  Therefore, effective
April 28,  1998,  Vinings'  shares are traded on the  Bulletin  Board  under the
symbol "VIPIS."

Vinings is  currently  assessing  the  potential  impact of the year 2000 on the
processing of date sensitive  information.  The year 2000 issue is the result of
many  computer  programs  recognizing  a date  ending with "00" as the year 1900
rather than the year 2000,  causing potential system failures or miscalculations
which could result in disruptions of normal business operations.  However,  year
2000  computer  issues are not  expected  to have a material  adverse  impact on
Vinings'  financial  position,  results  of  operations  or cash flows in future
periods.  Vinings'  software systems are either currently year 2000 compliant or
will be compliant well in advance of January 1, 2000.

This Form 10-Q contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Vinings' actual results could differ materially from those set forth in
the  forward-looking  statements.  Certain  factors  that  might  cause  such  a
difference  include  the  following:   the  inability  of  Vinings  to  identify
properties  within  existing   multifamily   property   portfolios  of  entities
affiliated  with  Management  which will have a strategic fit with Vinings,  the
inability of Vinings to identify  unaffiliated  properties for acquisition,  the
inability  of  Vinings  to close  the  transactions  currently  under  contract,
including the Acquisition  Transaction and the Atlanta  Properties or such other
contracts  as Vinings may enter into in the future,  the less than  satisfactory
performance of any property which might be acquired by Vinings, the inability to
access  the  capital  markets  in  order to fund  Vinings'  present  growth  and
expansion strategy,  the cyclical nature of the real estate market generally and
locally  in  Georgia  and the  surrounding  southeastern  states,  the  national
economic  climate,  the local  economic  climate in Georgia and the  surrounding
southeastern  states,  and the local real estate  conditions and  competition in
Georgia and the surrounding southeastern states. There can be no assurance that,
as a result of the foregoing  factors,  Vinings'  growth and expansion  strategy
will be  successful  or that the business and  operations of Vinings will not be
adversely affected thereby.


<PAGE>


                                     PART II



                                OTHER INFORMATION


Item 1.  Legal Proceedings
--------------------------

In August 1997,  Vinings,  through the  Operating  Partnership,  began  contract
negotiations  for the  acquisition  of a 2,365-unit  portfolio of 16 multifamily
properties.  The sellers, which were 16 individual partnerships (the "Sellers"),
were to contribute the properties to the Operating Partnership in exchange for a
combination  of  Units  and/or  cash and the  assumption  of  existing  mortgage
indebtedness  (the  "Portfolio  Transaction").  The  officers  of Vinings  spent
substantial  amounts of time and the Trust spent substantial amounts of money in
its due diligence on the  properties and in contract  negotiations  specifically
for this portfolio.  Vinings believes that it secured a binding  commitment from
the Sellers for the Portfolio  Transaction.  Conditional  commitments for equity
financing were obtained and Vinings was prepared to close on the  transaction in
early 1998.  Within thirty days of closing,  the general  partner of the Sellers
terminated the contract for reasons Vinings believes to be pretextual, in breach
of the  contract  and not in the best  interests  of the partners of the selling
partnerships or the shareholders of the Trust.

On February 3, 1998,  Vinings  commenced an action  against the  Sellers,  their
general  partners and a related  property  management  company seeking  specific
enforcement  of the contract and damages for the  defendant's  willful breach of
contract, lack of good faith negotiation and tortious interference in connection
with the breach and termination of the contract.  In a related case, the Sellers
filed an action on January 29, 1998  seeking a  declaratory  judgement  that the
contract was not valid, binding and enforceable against them.

On June 3, 1998,  a settlement  was agreed to between the parties  pursuant to a
Settlement Agreement and Mutual Release, the terms of which are confidential.
All pending claims have been dismissed.

Item 4.    Submission of Matters to a Vote of Security Holders
--------------------------------------------------------------

The Trust held its annual meeting of shareholders (the "Annual Meeting") on June
2, 1998. At the Annual Meeting,  the shareholders  voted to elect Peter D. Anzo,
Stephanie  A.  Reed,  Martin  H.  Petersen,  Gilbert  H.  Watts,  Jr.,  Phill D.
Greenblatt,  Henry  Hirsch and James D. Ross to serve as  Trustees  of the Trust
until the 1999 annual meeting of  shareholders.  The following  table sets forth
the  results of the  shareholder  votes  with  respect  to the  election  of the
Trustees.

                   TRUSTEES                   FOR          AGAINST
                   --------                   ---          -------
            Peter D. Anzo                    999,621         5,551
            Stephanie A. Reed              1,000,821         4,351
            Martin H. Petersen               913,509        91,663
            Gilbert H. Watts, Jr.          1,000,821         4,351
            Phill D. Greenblatt            1,000,821         4,351
            Henry Hirsch                   1,000,821         4,351
            James D. Ross                  1,000,758         4,414

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

         27 - Financial Data Schedule

(b)      Reports on Form 8-K

         No reports on Form 8-K were filed  during the three  months  ended June
         30, 1998.



<PAGE>


                                    SIGNATURE


Pursuant  to the  requirements  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.

                                             Vinings Investment Properties Trust



                                            By: /s/ Stephanie A. Reed
                                            -------------------------
                                                Stephanie A. Reed
                                                Vice President and Treasurer



Dated:   August 14, 1998