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 period ended SEPTEMBER 30, 2000




                         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.)


2839 Paces Ferry Road, Suite 1170, Atlanta, GA                         30339
----------------------------------------------                    --------------
(Address of principal executive offices)                             (Zip Code)


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


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___

The number of shares outstanding as of November 7, 2000 was 1,100,489.

<PAGE>
VININGS INVESTMENT PROPERTIES TRUST
                                                   AND SUBSIDIARIES

                                            INDEX OF FINANCIAL INFORMATION

                                                                            PAGE
PART I   FINANCIAL INFORMATION

Item 1   Financial Statements

         Consolidated Balance Sheets (unaudited) as of September 30, 2000
         and December 31, 1999                                                 3

         Consolidated Statements of Operations (unaudited)
         for the three and nine months ended September 30, 2000 and 1999       4

         Consolidated Statement of Shareholders' Equity (unaudited)
         for the nine months ended September 30, 2000                          5

         Consolidated Statements of Cash Flows (unaudited)
         for the three and nine months ended September 30, 2000 and 1999       6

         Notes to Consolidated Financial Statements                            7

Item 2   Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                  19


PART II  OTHER INFORMATION/SIGNATURE

Item 6            Exhibits and Reports on Form 8-K                            23

                  Signature                                                   24

<PAGE>
<TABLE>
                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
<CAPTION>

                                                                                  September 30,         December 31,
                                                                                       2000                 1999
                                                                                ----------------      ---------------

   Real estate assets:
<S>                                                                              <C>                   <C>
       Land                                                                         $ 8,247,900         $ 8,247,900
       Buildings and improvements                                                    55,609,852          55,545,257
       Furniture, fixtures & equipment                                                4,102,335           3,968,848
   Less:  accumulated depreciation                                                   (5,029,109)         (3,351,811)
                                                                                ----------------     ---------------
            Net real estate assets                                                   62,930,978         64,410,194

   Investment in unconsolidated Joint Venture                                         1,392,377          1,551,974
   Cash and cash equivalents                                                            552,704            916,215
   Restricted cash                                                                    1,864,790          1,816,102
   Receivable from Joint Venture                                                         13,373             27,356
   Receivables and other assets                                                         262,249            236,900
   Deferred financing costs, less accumulated amortization of $171,831 and
       $127,656 at September 30, 2000 and December 31, 1999, respectively                93,734            117,908
   Deferred leasing costs, less accumulated amortization of $74,584 and
       $59,240 at September 30, 2000 and December 31, 1999, respectively                 22,322             37,665
                                                                                ----------------     ---------------
   Total assets                                                                    $ 67,132,527       $ 69,114,314
                                                                                ================    ===============

   LIABILITIES AND SHAREHOLDERS' EQUITY

   Mortgage notes payable                                                          $ 54,828,032       $ 55,074,923
   Line of credit                                                                     1,864,990          1,715,000
   Accounts payable and accrued liabilities                                           1,766,844          1,899,937
   Distributions payable to Preferred Unitholders                                             -            464,750
   Dividends payable to Preferred Shareholders                                          232,376                  -
                                                                                ----------------     ---------------
            Total liabilities                                                        58,692,242         59,154,610
                                                                                ----------------     ---------------

   Minority interests of unitholders in Operating Partnership:
       Preferred partnership interests                                                        -          8,730,003
       Common partnership interests                                                     (77,127)           222,084
                                                                                ----------------     ---------------
            Total minority interests                                                    (77,127)         8,952,087
                                                                                ----------------     ---------------

  Shareholders' equity:
       Series A convertible preferred shares of beneficial interest,                  8,867,529                -
       (par value $.01 per share) 2,050,000 authorized, 1,988,235
       and 0 shares issued and outstanding at September 30, 2000 and
       December 31, 1999, respectively

       Common shares of beneficial interest, without par or stated value,
       25,000,000 authorized,  1,100,490 and 1,100,493 shares issued and
       outstanding at September 30, 2000 and December 31, 1999,  respectively

       Additional paid in capital                                                     3,295,970          3,295,998
       Accumulated deficit                                                           (3,646,087)        (2,288,381)
                                                                                ----------------     ---------------
          Total shareholders' equity                                                  8,517,412          1,007,617
                                                                                ----------------     ---------------
   Total liabilities and shareholders' equity                                      $ 67,132,527       $ 69,114,314
                                                                                ================     ===============

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

<TABLE>

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)



                                                             For the three months                For the nine months
                                                              ended September 30,                ended September 30,
                                                        -------------------------------   -------------------------------
                                                            2000               1999            2000              1999
                                                        -------------      ------------   -------------     -------------
REVENUES

<S>                                                      <C>               <C>             <C>               <C>
     Rental revenues                                     $ 2,796,239       $ 2,866,225     $ 8,334,522       $ 6,034,948
     Other property revenues                                 159,587           194,898         460,515           340,764
     Other income                                             16,570             4,867          44,001            23,137
                                                        -------------     -------------    ------------      ------------
                                                           2,972,396         3,065,990       8,839,038         6,398,849
                                                        -------------     -------------    ------------     -------------

EXPENSES

     Property operating and maintenance                    1,194,500         1,173,329       3,402,647         2,417,411
     Depreciation and amortization                           564,698           562,557       1,692,641         1,156,428
     Amortization of deferred financing costs                 11,476            15,036          44,175            35,361
     Interest expense                                      1,296,993         1,270,653       3,880,148         2,559,036
     General and administrative                              126,167           208,140         492,095           469,977
                                                        -------------     -------------    ------------     -------------
                                                           3,193,834         3,229,715       9,511,706         6,638,213

     Loss before equity in loss of unconsolidated
         Joint Venture and minority interests               (221,438)         (163,725)       (672,667)         (239,364)

     Equity in loss of unconsolidated Joint Venture          (42,857)          (57,022)       (149,597)          (74,790)
                                                        -------------     -------------    ------------     -------------

     Loss before minority interests                         (264,295)         (220,747)       (822,264)         (314,154)

     Less Minority interests in Operating Partnership:
         Preferred partnership interests                           -           336,757         336,758           566,587
         Common partnership interests                        (89,662)         (100,682)       (299,211)         (159,056)
                                                        -------------     -------------    ------------     -------------

     Net loss                                               (174,633)         (456,822)       (859,811)         (721,685)
                                                        -------------     -------------    ------------     -------------

         Distributions to preferred shareholders             232,376                 -         464,751                -
         Accretion to preferred shareholders                       -                 -          33,144                -
                                                        -------------     -------------    ------------     -------------

     Net loss available to common shareholders'           $ (407,009)       $ (456,822)    $(1,357,706)      $  (721,685)
                                                        =============     =============    ============     =============


NET LOSS PER SHARE - BASIC                                   $ (0.37)          $ (0.42)        $ (1.23)         $ (0.66)
                                                        =============     =============    ============     =============
NET LOSS PER SHARE - DILUTED                                 $ (0.37)          $ (0.42)        $ (1.23)         $ (0.66)
                                                        =============     =============    ============     =============


WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC                1,100,490         1,100,499       1,100,491         1,100,504
                                                        =============     =============    ============     =============
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED              1,343,036         1,343,045       1,343,037         1,343,050
                                                        =============     =============    ============     =============
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<CAPTION>
                                                                                            For the nine months
                                                                                            ended September 30,
                                                                                         2000               1999
                                                                                    --------------       -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                  <C>                <C>
Net loss                                                                             $ (859,811)        $  (721,685)
                                                                                    --------------       -----------
Adjustments to reconcile net loss to net cash
   provided by operating activities:

        Depreciation and amortization                                                 1,692,641           1,156,428
        Amortization of deferred financing costs                                         44,175              35,361
        Equity in loss of unconsolidated Joint Venture                                  149,597              74,790
        Minority interests in Operating Partnership:
           Preferred partnership interests                                              336,758             566,587
           Common partnership interests                                                (299,211)           (159,056)
        Distributions to common unitholders                                                   -             (12,127)
        Distributions to preferred unitholders                                         (697,125)           (158,591)
        Changes in assets and liabilities, net of the effect
           of real estate assets acquired
               Restricted cash                                                          (48,688)           (411,220)
               Receivable from Joint Venture                                             13,983                   -
               Receivables and other assets                                             (25,349)           (194,470)
               Capitalized leasing costs                                                      -             (12,213)
               Accounts payable and accrued liabilities                                (133,093)            442,603
                                                                                    ------------         -----------
        Total adjustments                                                             1,033,688           1,328,092
                                                                                    ------------         -----------
Net cash provided by operating activities                                               173,877             606,407
                                                                                    ------------         -----------
CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of real estate assets                                                                -          (6,066,073)
Capital expenditures                                                                   (198,083)           (297,196)
Investment in unconsolidated Joint Venture                                                    -          (1,705,100)
Acquisition advances from Joint Venture                                                       -             363,837
Distributions from Joint Venture                                                         10,000              15,760
                                                                                    ------------         -----------

Net cash used in investing activities                                                  (188,083)         (7,688,772)
                                                                                    ------------         -----------
CASH FLOWS FROM FINANCING ACTIVITIES:

Deferred financing costs                                                                (20,000)            (29,242)
Net proceeds (repayments) from/to line of credit                                        149,990          (1,024,000)
Principal repayments on mortgage notes payable                                         (246,891)           (178,730)
Purchase of retired shares                                                                  (28)                 (3)
Proceeds from issuance of preferred partnership interests                                     -           8,450,000
Distributions to preferred shareholders                                                (232,376)                  -
Distributions to shareholders                                                                 -             (55,021)
                                                                                    ------------         -----------

Net cash provided (used) by financing activities                                       (349,305)          7,163,004
                                                                                    ------------         -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                   (363,511)             80,639

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                        916,215             158,302
                                                                                    ------------         -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                            $ 552,704         $   238,941
                                                                                    ============         ===========
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                  For the three months ended September 30, 2000
                                   (unaudited)


                                               Series A         Additional                               Total
                                              Convertible        paid in          Accumulated        Shareholders'
                                             Preferred Shares    capital           deficit               equity
                                            ---------------    -------------    --------------    -----------------

<S>                                            <C>              <C>              <C>                 <C>
BALANCE AT DECEMBER 31, 1999                   $     -          $ 3,295,998      $ (2,288,381)       $ 1,007,617

Net loss                                             -                -            (1,357,706)        (1,357,706)

Conversion of preferred units to
    preferred shares                             8,867,529                                             8,867,529

Retirement of shares                                 -              (28)                -                    (28)

Distributions Common                                 -                -                 -                  -
                                            ---------------    -------------    --------------   ------------------

BALANCE AT SEPTEMBER 30, 2000                  $ 8,867,529      $ 3,295,970      $ (3,646,087)       $ 8,517,412
                                            ===============    =============    ==============   ==================

<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)
                               September 30, 2000


NOTE 1 - BUSINESS AND ORGANIZATION
----------------------------------

         Vinings  Investment  Properties  Trust  ("Vinings"  or the "Trust") was
         organized  on  December 7, 1984 as a mortgage  real  estate  investment
         trust   ("REIT")   whose   original   plan  was  to  liquidate   within
         approximately  ten years.  On February  28,  1996,  Vinings  Investment
         Properties,  Inc.  completed a tender  offer to acquire  control of the
         Trust  in  order  to  rebuild  Vinings  assets  by  expanding  into the
         multifamily real estate markets through the acquisition of garden style
         apartment  communities  that are  leased  to  middle-income  residents.
         Effective  July 1,  2000,  Vinings  no longer  qualifies  as a REIT for
         federal  income tax  purposes and will be taxed as a  corporation  (See
         Note 2).

         Vinings  currently  conducts  all of  its  operations  through  Vinings
         Investment Properties,  L.P. (the "Operating Partnership"),  a Delaware
         limited  partnership.  As of September 30, 2000, the Trust was the sole
         1% general  partner  and an 92.72%  limited  partner  in the  Operating
         Partnership, controlling 80.94% of the common partnership interests and
         100% of the preferred partnership interests (See Note 5).

         On April 29, 1999,  the  Operating  Partnership  offered,  in a private
         transaction  pursuant to a Securities Purchase Agreement (the "Purchase
         Agreement"),  Series A Convertible Preferred Partnership interests (the
         "Preferred  Units"),  the  proceeds  from  which  were used to  acquire
         thirteen   multifamily   communities   (collectively,   the  "Portfolio
         Properties") from seventeen limited  partnerships and limited liability
         companies.  Eight of the Portfolio  Properties  were purchased  through
         subsidiary  partnerships  of the Operating  Partnership.  The remaining
         Portfolio  Properties were purchased through a joint venture structure.
         Effective  April 1, 2000,  100% of the 1,988,235  Preferred  Units were
         converted to Series A  Convertible  Preferred  Shares of the Trust (the
         "Preferred Shares") with the same rights, preferences and privileges as
         the Preferred Units (See Note 5).

         Vinings  currently  owns,  through   wholly-owned   subsidiaries,   ten
         apartment  communities  totaling  1,520 units and a 75,000 square foot,
         single story business  park. In addition,  Vinings holds a 20% interest
         in and is the general partner of an unconsolidated joint venture, which
         owns  through   subsidiary   partnerships  five  additional   apartment
         communities totaling 968 units (See Note 4). At September 30, 2000, the
         average occupancy of Vinings' portfolio, including the communities held
         by the unconsolidated joint venture, was 92%.


<PAGE>


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

         Basis of Presentation
         ---------------------

         The consolidated  financial statements have been prepared in accordance
         with generally accepted accounting principles and with the instructions
         to Form 10-Q and Article 10 of Regulation S-X.

         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.   Vinings   accounts  for  its  investment  in  the
         unconsolidated joint venture using the equity method of accounting. The
         term  "Vinings"  or "Trust"  hereinafter  refers to Vinings  Investment
         Properties  Trust  and  its   subsidiaries,   including  the  Operating
         Partnership.

         The  minority  interests  of the common  unitholders  in the  Operating
         Partnership (the "Common Units") reflected on the accompanying  balance
         sheets  are  calculated  based  on  the  common  unitholders'  minority
         interest   ownership   percentage  as  compared  to  the  total  common
         unitholders'  interest  (18.06% as of September 30, 2000) multiplied by
         the Operating  Partnership's net assets.  The minority interests of the
         preferred  unitholders at December 31, 1999 on the accompanying balance
         sheet  represents cash  contributed of $8,450,000 in exchange for those
         units and the accrued  liquidation  preference  of $0.21 per  Preferred
         Unit  ($280,003  at  December  31,  1999).  The  Preferred  Units  were
         exchanged  for  Preferred  Shares  effective  April  1,  2000  and  are
         reflected on the accompanying balance sheet as the cash contributed and
         the  accrued  liquidation  preference  of  $0.21  per  Preferred  Share
         ($417,529 at September 30, 2000).

         The minority  interests of the common unitholders in the income or loss
         of  the  Operating  Partnership  on  the  accompanying   statements  of
         operations  is  calculated  based  on  the  weighted  average  minority
         interest  ownership  percentage  (approximately  18%  for  all  periods
         presented)  multiplied by income (loss) before minority interests after
         subtracting  income allocated to the preferred  partnership  interests.
         The minority  interests of the preferred  unitholders on the statements
         of operations for the three months ended  September 30, 1999 ($336,757)
         and for the nine months ended September 30, 1999 and 2000 ($566,587 and
         $336,758  respectively)  represents the accrued preferred 11% return on
         the Preferred Units and the accrued pro rata liquidation  preference of
         $0.21 per Preferred Unit.


         Income Taxes
         ------------

         Prior to June 30, 2000, Vinings had elected to be taxed as a REIT under
         the  Internal  Revenue  Code of 1986,  as amended  (the  "Code").  As a
         result, Vinings was generally not subject to federal income taxation on
         that portion of its income that qualified as REIT taxable income to the
         extent that Vinings  distributed  at least 95% of its taxable income to
         its shareholders and satisfied  certain other  requirements.  Effective
         July 1, 2000,  Vinings no longer qualifies as a REIT for federal income
         tax purposes and will be taxed as a corporation.  The Trust, however is
         not currently generating taxable income and accordingly,  no provisions
         for federal  income taxes and deferred  income taxes have been included
         in the accompanying consolidated financial statements.

<PAGE>
         Cash and Cash Equivalents
         -------------------------

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


         Restricted Cash
         ---------------

         Restricted cash consists of real estate tax,  insurance and replacement
         reserve  escrows  held by  mortgagees,  which are funded  monthly  from
         property  operations and released solely for the purpose for which they
         were  established.  Restricted  cash also  includes  security  deposits
         collected and held on behalf of the residents and tenants.


         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 September 30, 2000.

         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,  3-7 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.
<PAGE>
         Net Loss Per Share
         ------------------

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

<CAPTION>

                                                                          For the three months            For the nine months
                                                                           ended September 30,            ended September 30,
                                                                           2000           1999           2000             1999
                                                                      ------------------------------------------------------------
<S>                                                                     <C>           <C>             <C>              <C>
            Net loss - basic                                            $(407,009)    $ (456,822)     $(1,357,706)     $ (721,685)
             Minority interests in Operating Partnership:
                Preferred partnership interests                               -              -                -               -
                Common partnership interests                              (89,662)      (100,682)        (299,211)       (159,056)
                                                                      ------------------------------------------------------------
            Total minority interest                                       (89,662)      (100,682)        (299,211)       (159,056)
                                                                      ------------------------------------------------------------

            Net loss - diluted                                          $(496,671)    $ (557,504)     $(1,656,917)     $ (880,741)
                                                                      ============================================================

            Weighted average shares - basic                             1,100,490      1,100,499        1,100,491       1,100,504
            Dilutive Securities
                Weighted average Common Units                             242,546        242,546          242,546         242,546
                Weighted average Preferred Units/Shares                       -              -                -               -
                Share options                                                 -              -                -               -
                                                                      ------------------------------------------------------------
            Weighted average shares - diluted                           1,343,036      1,343,045        1,343,037       1,343,050
                                                                      ============================================================

</TABLE>
          Both common units and  preferred  units in the  Operating  Partnership
          held by the minority unitholders and preferred shares of the Trust are
          redeemable  for  common  shares of  beneficial  interest  of the Trust
          ("Shares") on a one-for-one  basis,  or for cash, at the option of the
          Trust.  For the three months and nine months ended  September 30, 1999
          and 2000,  options to  purchase  108,750  shares and  102,750  shares,
          respectively,  were  excluded  as  the  impact  of  such  options  was
          antidilutive.  For the three and nine months ended  September 30, 1999
          Preferred  Units totaling  1,988,235 and for the three and nine months
          ended September 30, 2000 Preferred Shares totaling 1,988,235 were also
          excluded as the impact of such units was antidilutive.


         Recent Accounting Pronouncement
         -------------------------------

         Vinings adopted Statements of Financial  Accounting  Standards ("SFAS")
         No. 130,  "Reporting  of  Comprehensive  Income,"  during  1998,  which
         establishes  a standard  for  reporting  and  display of  comprehensive
         income  and its  components.  Comprehensive  income is the total of net
         income and all other nonowner  changes in shareholders'  equity.  As of
         September   30,   2000  and  1999,   Vinings  had  no  items  of  other
         comprehensive income.

         Vinings also adopted SFAS No. 131,  "Disclosures  About  Segments of an
         Enterprise and Related Information," during 1998, which establishes new
         standards  for  disclosure  of  segment  information  on the so  called
         "management approach." The management approach is based on the way that
         the chief operating  decision maker organizes segments within a company
         for  making  operating  decisions  and  assessing  performance.   Since
         Vinings' real estate  portfolio has similar  economic  characteristics,
         customers,  products and  services,  Vinings  evaluates  the  operating
         performance of its real estate portfolio as one reportable  segment, on
         the same basis of  presentation  for internal  and external  reporting.
         Therefore, no additional segment information is presented herein.

<PAGE>
         Reclassifications
         -----------------

         Certain 1999  financial  statement  amounts have been  reclassified  to
         conform to the current year presentation.


NOTE 3 - REAL ESTATE ASSETS
---------------------------

         On May 1,  1999,  Vinings,  through  its  subsidiaries,  completed  the
         acquisition  of  the  Portfolio   Properties  from  seventeen   limited
         partnerships and limited  liability  companies.  Eight of the Portfolio
         Properties  (the  "Mississippi   Properties")  were  purchased  through
         subsidiary  partnerships  of the Operating  Partnership.  The remaining
         Portfolio  Properties (the "Joint Venture  Properties")  were purchased
         through a joint venture structure. (See Note 4.)

         The  Mississippi  Properties,  totaling 1,064 units,  were purchased by
         eight individual partnerships in each of which Vinings Holdings,  Inc.,
         a wholly owned subsidiary of the Trust, owns a .1% general  partnership
         interest and the Operating Partnership owns a 99.9% limited partnership
         interest.  The aggregate purchase price for the Mississippi  Properties
         was  $47,665,396   (excluding   closing  costs),   which  included  the
         assumption of debt of  approximately  $41,693,000 with the balance paid
         in cash.  The  acquisition  was funded by the issuance of the Preferred
         Units, which effective April 1, 2000 were converted to Preferred Shares
         (See Note 5). A total of approximately  $749,200 in escrows held by the
         mortgagees was also purchased.

         In addition Vinings owns, also through  subsidiary  partnerships of the
         Operating Partnership,  two additional  multifamily  communities in the
         metropolitan   Atlanta  area  with  a  total  of  1,520  units  in  ten
         communities,  as well as a 75,000 square foot business  center.  All of
         the  multifamily  communities  are  encumbered  by fixed rate  mortgage
         financing and the business center is security for the line of credit.


NOTE 4 - INVESTMENT IN UNCONSOLIDATED JOINT VENTURE
---------------------------------------------------

         On May 1, 1999, Vinings  purchased,  through a joint venture structure,
         five  apartment  communities,  totaling  968 units (the "Joint  Venture
         Properties").  The Joint  Venture  Properties  were  purchased  by nine
         individual  partnerships  in each of which  Vinings  Holdings,  Inc., a
         wholly owned  subsidiary of the Trust,  owns a .1% general  partnership
         interest and Vinings/CMS Master Partnership,  L.P.  (collectively,  the
         "Joint Venture"), a Delaware limited partnership,  owns a 99.9% limited
         partnership  interest.  The  Operating  Partnership  has a .1%  general
         partner  interest and a 19.98%  limited  partner  interest in the Joint
         Venture,  for which it paid  $1,705,100.  This investment was funded by
         the issuance of the Preferred Units, which effective April 1, 2000 were
         converted  to  Preferred  Shares  (See Note 5). The  remaining  limited
         partnership  interests in the Joint Venture are held by an unaffiliated
         third party. The Joint Venture was formed on March 22, 1999,  primarily
         to acquire the limited partner  interest in limited  partnerships  that
         acquire,   operate,  manage,  hold  and  sell  certain  real  property,
         specifically the Joint Venture Properties. The aggregate purchase price
         paid by the property  partnerships for the Joint Venture Properties was
         $46,634,603 (excluding closing costs), which included the assumption of
         approximately  $39,265,000  of debt with the  balance  paid in cash.  A
         total of  approximately  $716,400 in escrows held by the mortgagees was
         also purchased.

         Vinings  accounts for its  investment  in the Joint  Venture  using the
         equity method of accounting.  The following is a summary of the results
         of operations of the Joint Venture and Vinings'  share of the equity in
         the loss from the Joint  Venture  for the three  months and nine months
         ended September 30, 2000:

<PAGE>
<TABLE>

<CAPTION>

                                                                             For the three            For the nine
                                                                              months ended            months ended
                                                                           September 30, 2000      September 30, 2000
                                                                         ----------------------- -----------------------

<S>                                                                             <C>                    <C>
        Revenues                                                                $1,760,736             $5,149,450

        Expenses:
             Property operating and maintenance                                    715,011              2,129,164
             General and administrative                                             11,897                 37,558
             Depreciation and amortization                                         380,730              1,136,201
             Interest expense                                                      867,382              2,594,512
                                                                         ----------------------- -----------------------
                 Total Expenses                                                  1,975,020              5,897,435
                                                                         ----------------------- -----------------------

        Net loss                                                                  (214,284)              (747,985)
             Vinings' equity percentage                                               20%                   20%
                                                                         ----------------------- -----------------------
        Vinings' equity in loss of unconsolidated Joint Venture                $   (42,857)           $  (149,597)
                                                                         ======================= =======================
        Distributions received by Vinings from Joint Venture                    $    10,000          $     10,000
                                                                         ======================= =======================
        Cash flows provided by operating activities                                                   $   207,781
                                                                                                 =======================
        Cash flows used in investing activities                                                       $  (137,144)
                                                                                                 =======================
        Cash flows used in financing activities                                                       $  (213,507)
                                                                                                 =======================
</TABLE>
        The following  summarizes  the balance sheet of the Joint Venture as of
September 30, 2000:
<TABLE>
              <S>                                                                                  <C>
               Real estates assets, net of accumulated depreciation                                $45,218,659
               Cash and other assets                                                                 1,788,726
                                                                                               ----------------
                         Total assets                                                              $47,007,385
                                                                                               ================

               Mortgage notes payable                                                              $38,982,330
               Other liabilities                                                                     1,063,569
                                                                                               ----------------
                    Total liabilities                                                               40,045,899
                                                                                               ----------------

               Capital - Vinings                                                                     1,392,377
               Capital - Other                                                                       5,569,109
                                                                                               ----------------
                   Total capital                                                                     6,961,486
                                                                                               ----------------
                        Total liabilities and capital                                              $47,007,385

                                                                                               ================
</TABLE>

         Mortgage notes payable held by the Joint Venture are non-recourse fixed
         rate  notes  secured  by the  individual  properties.  All of the notes
         except one are  insured  by the U.S.  Department  of Housing  and Urban
         Development ("HUD") and,  therefore,  distributions from the properties
         are subject to "surplus  cash" as defined by HUD. The maturity dates of
         the notes  payable  range from June 2007 to November  2037 and interest
         rates range from 8.00% to 8.75%.

<PAGE>

NOTE 5 - SHAREHOLDERS' EQUITY AND PREFERRED PARTNERSHIP INTERESTS
----------------------------------------------------------------

         On April 29,  1999,  the  Operating  Partnership  offered  in a private
         transaction Preferred Units pursuant to the Purchase Agreement. A total
         of  1,988,235  Preferred  Units were issued for an  aggregate  purchase
         price of $8,450,000. The Operating Partnership used the proceeds of the
         sales of the  Preferred  Units to pay the  cash  consideration  for the
         Operating  Partnership's  interests in the property  partnerships  that
         acquired  the  Mississippi  Properties,  and its  interest in the Joint
         Venture. (See Notes 3 and 4.)

         Effective April 1, 2000,  Vinings  converted all of the Preferred Units
         to  Preferred  Shares,  which  have the same  rights,  preferences  and
         privileges as the Preferred  Units. The holders of Preferred Shares are
         entitled to receive  cumulative  preferential cash distributions at the
         per annum rate of $0.4675 per Preferred  Share.  Upon the occurrence of
         certain triggering events, the holders of Preferred Shares are entitled
         to  receive,  in  addition to an amount  equal to any  accumulated  and
         unpaid  distributions on such holder's  Preferred Shares, a liquidation
         preference of $4.46 per Preferred Share.

         Under  certain  circumstances,  the  holders  of  Preferred  Shares may
         convert any part or all of such Preferred Shares into common shares. In
         lieu of converting  Preferred Shares into common shares,  the Trust, in
         its sole  discretion,  may satisfy its conversion  obligations  through
         certain  cash  payments,  as further  set forth in the  Declaration  of
         Trust.

         Generally,  the  holders of  Preferred  Shares do not have the right to
         vote on any  matter on which any of the  holders  of common  shares may
         vote. The holders of Preferred  Shares do,  however,  have the right to
         vote as a  separate  class  of  shareholders  on  certain  transactions
         including, without limitation,  certain authorizations and issuances of
         preferred shares  designated as ranking senior to the Preferred Shares,
         certain  amendments to the  Declaration of Trust,  and certain sales or
         other dispositions of assets of the Trust or the Operating Partnership,
         certain  mergers  or  consolidations  of the  Trust  or  the  Operating
         Partnership,  and  transactions  that result in the  liquidation of the
         Trust or the Operating Partnership.

         As of September  30, 2000, a total of 1,988,235  Preferred  Shares were
         outstanding.  In addition, as of September 30, 2000 a total of $417,529
         had been accrued as a liquidation preference on the Preferred Shares.
<PAGE>

NOTE 6 - NOTES PAYABLE
----------------------

         Mortgage Notes Payable
         ----------------------


         Mortgage  notes  payable  were  secured  by  the  following   apartment
         communities at September 30, 2000 and December 31, 1999, as follows:
<TABLE>
<CAPTION>
                                                       Fixed interest rate      Balance as of:        Balance as of:
                                      Maturity            as of 9/30/00            9/30/00              12/31/99
                                 -------------------- ----------------------  ------------------  -------------------
<S>                                   <C>   <C>               <C>               <C>                  <C>
        Cottonwood                    10/01/2036              8.875%            $ 4,671,026          $ 4,683,888
        Delta Bluff                   08/01/2036              9.25 %              6,187,924            6,203,591
        Foxgate I                     06/01/2037              8.50 %              6,579,697            6,598,549
        Hampton House                 08/01/2037              8.50 %              5,154,069            5,169,167
        Heritage Place                10/01/2036              8.75 %              3,132,948            3,141,865
        Northwood                     06/01/2034              8.75 %              4,467,120            4,482,862
        River Pointe                  01/01/2037              8.625%              5,964,335            5,981,475
        Trace Ridge                   07/01/2036              8.50 %              5,313,610            5,330,125
        The Thicket                   07/01/2003              9.04 %              7,149,962            7,200,487
        Windrush                      07/01/2024              7.50 %              6,207,341            6,282,914
                                                                              -----------------   -------------------
          Total                                                                 $54,828,032          $55,074,923
                                                                              =================   ===================
</TABLE>
         All of the notes except The Thicket are insured by HUD and,  therefore,
         distributions  from the  properties  are subject to  "surplus  cash" as
         defined by HUD.

         Scheduled maturities of the mortgage notes payable as of September 30,
         2000 are as follows:


                            2000                   $    85,823
                            2001                       361,792
                            2002                       393,425
                            2003                     7,314,761
                            2004                       367,596
                            Thereafter              46,304,635
                                                ---------------
                            Total                  $54,828,032
                                                ===============

         Line of Credit
         --------------

         On April 27,  1999  Vinings  obtained a line of credit in the amount of
         $2,000,000 from a financial institution.  The line of credit is secured
         by Peachtree  Business Center.  The interest rate on the line of credit
         is one percent over prime as posted in The Wall Street  Journal,  which
         was 9.50% at September 30, 2000.  The principal  balance of the line of
         credit as of September  30, 2000 and  December 31, 1999 was  $1,864,990
         and $1,715,000,  respectively.  The line of credit expired on April 27,
         2000 and was renewed until April 30, 2001.
<PAGE>
NOTE 7 - RELATED PARTY TRANSACTIONS
-----------------------------------

         On January 1, 1999, Vinings entered into management agreements with VIP
         Management,  LLC ("VIP"),  an affiliate of the  officers,  who are also
         Trustees of Vinings,  to provide property management services for a fee
         equal to  varying  percentages  ranging  from three and one half to six
         percent of gross revenues,  plus a fee for data  processing.  Effective
         January 1, 2000, the management fee  percentages  were reduced to three
         and one half percent on all of the  multifamily  communities.  Prior to
         January 1, 1999,  Vinings had entered into  management  agreements with
         Vinings Properties, Inc., also an affiliate of the officers of Vinings,
         to provide property management services on substantially the same terms
         as  the  current  agreements.  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 with VIP,
         "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 were reimbursed
         to The Vinings Group.  Beginning January 1, 1998, The Vinings Group has
         charged Vinings for certain overhead charges. Beginning August 1, 1999,
         the Trust has also paid for its pro-rata share of rent,  administrative
         and other  overhead  charges,  which includes  reimbursing  The Vinings
         Group for a pro-rata  portion of salaries and benefits for the officers
         and other employees  providing  services to Vinings.  Effective July 1,
         2000,   Vinings   restructured  its  relationship  with  VIP  who  will
         administer  the  Trust  for an  advisory  fee  equal to 1 1/2% of gross
         revenues, including the revenues from the Joint Venture Properties. The
         advisory fee is in lieu of reimbursing  VIP for all overhead,  salaries
         and other indirect costs attributable to the Trust's operations.

         The following table reflects payments made to The Vinings Group:
<TABLE>
<CAPTION>

                                            Three months ended              Nine months ended
                                               September 30,                  September 30,
                                        ------------------------     -----------------------------
                                            2000         1999             2000            1999
                                        ------------- ----------     -------------     -----------

 VININGS
<S>                                       <C>         <C>               <C>             <C>
      Management fees                     $105,234    $126,036          $314,240        $281,497
      Data processing fees                  16,416      14,288            49,248          36,480
      Overhead reimbursements                  -        90,565           189,219         197,065
       Advisory fee                         70,909         -              70,909             -
                                        ------------- ----------     -------------     -----------
           Total                          $192,559    $230,889          $623,616        $515,042
                                        ============= ==========     =============     ===========

 JOINT VENTURE
      Management fees                     $ 75,290    $ 77,400          $217,970        $126,036
      Data processing fees                  14,520      14,520            43,560          24,200
                                        ------------- ----------     -------------     -----------
            Total                         $ 89,810    $ 91,920          $261,530        $150,236
                                        ============= ==========     =============     ===========

</TABLE>

         On February 4, 1999,  one of the  independent  Trustees  purchased  the
         Trust's line of credit,  which expired on December 28, 1998 and Vinings
         paid  interest  to the  Trustee  monthly  at the  annual  rate of 8.50%
         through April 27, 1999, at which time the Trustee was repaid in full.
<PAGE>
         In connection with the  acquisition of the Portfolio  Properties on May
         1, 1999,  MFI Realty,  Inc.,  an  affiliate of the officers of Vinings,
         received  fees  totaling  $400,276  of which  $167,103  was paid by the
         Operating Partnership and $233,173 was paid by the Joint Venture.

         Effective March 1, 2000,  628,927 shares of Vinings were purchased in a
         privately  negotiated   transaction  by  the  Officers,  one  of  their
         affiliates  and an  affiliate  of one of the  Trustees  from a  limited
         number  of  shareholders,  which  included  three of the  Trustees  and
         certain of their  affiliates (the "Stock  Transaction").  In connection
         with the Stock  Transaction,  the three  selling  Trustees  -- James D.
         Ross, Martin H. Petersen and Gilbert H. Watts, Jr. -- resigned from the
         Board of Trustees.

         On March 15, 2000,  the Board of Trustees  voted to waive the ownership
         limitations   in  Vinings'   Declaration   of  Trust  with  respect  to
         shareholders acquiring shares in the Stock Transaction, as well as with
         respect to certain holders of Preferred Shares.


NOTE 8 - DISTRIBUTIONS
----------------------

         Vinings has not declared or paid any common  dividends during the three
         and nine months ended September 30, 2000.  Vinings  declared two common
         dividends  of five cents per share each,  which were paid  September 1,
         1999 and December 8, 1999,  respectively  to  shareholders of record on
         August 16, 1999 and November 26, 1999, respectively. For federal income
         tax purposes these distributions represented a return of capital.

         Effective April 1, 2000,  Vinings  converted all of the Preferred Units
         to Preferred Shares.  (See Note 5). The holders of Preferred Shares are
         entitled to receive  cumulative  preferential cash distributions at the
         per annum rate of $0.4675  per  Preferred  Share.  For the nine  months
         ended September 30, 2000, Vinings paid distributions  totaling $232,376
         to Preferred Shareholders.


NOTE 9 - 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 September 30, 2000, at Peachtree:


                         2000             $96,549
                         2001             386,175
                         2002             148,236
                                        ----------
                         Total           $630,960
                                        ==========


         One tenant  generated 48% of Peachtree's  revenues for the period ended
         September  30,  2000.  The same tenant  accounts  for 76% of the future
         minimum lease payments.
<PAGE>
NOTE 10 - 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.


NOTE 11 - SUPPLEMENTAL CASH FLOW INFORMATION
--------------------------------------------

         Vinings paid interest of $3,699,141  and $2,453,449 for the nine months
         ended September 30, 2000 and 1999, respectively.


NOTE 12 - DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
--------------------------------------------------------------

         Based on interest rates and other  pertinent  information  available to
         Vinings  as of  September  30,  2000 and  December  31,  1999 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 September 30, 2000
         and December 31, 1999.  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 September 30, 2000.


NOTE 13 - 1997 STOCK OPTION AND INCENTIVE PLAN
----------------------------------------------

         Vinings'  1997 Stock Option and  Incentive  Plan (the "Plan")  provides
         incentives  to  officers,  employees,  Trustees,  and other key persons
         including  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.
         As of September  30, 2000,  the total number of shares  authorized  for
         issuance  under the Plan was 132,305.  Options  granted  under the Plan
         expire ten years from the date of grant.

         During 1998 and 1997,  Vinings granted  non-qualified  share options to
         the officers, Trustees and certain key persons. The options were vested
         in full  after one year from the date of the  grant.  A total of 26,000
         options were granted in 1997, which have an exercise price of $5.00 per
         share as compared to a fair value of $4.56 per share on the date of the
         grant. Of the options granted in 1998, 75,250 have an exercise price of
         $4.00 per share as compared to a fair value of $3.63 on the date of the
         grant and 1,500 have an  exercise  price of $4.75 per share,  which was
         equal to the fair  value on the date of grant.  There  were no  options
         granted during 1999 or 2000.

         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  reflected  in
         compensation  expense and shareholders'  equity in 1998. The Restricted
         Stock was awarded as compensation for services to the Trust provided by
         such officers and trustees as well as by The Vinings Group.


<PAGE>

ITEM 2 - 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 mortgage  real estate  investment  trust  ("REIT")  whose
original plan was to liquidate within  approximately  ten years. On February 28,
1996,  Vinings Investment  Properties,  Inc. completed a tender offer to acquire
control of the Trust in order to rebuild  Vinings'  assets by expanding into the
multifamily  real  estate  markets  through  the  acquisition  of  garden  style
apartment communities that are leased to middle-income residents. Effective July
1, 2000 Vinings no longer  qualifies  as a REIT for federal  income tax purposes
and will be taxed as a corporation.  (See Note 2 to Vinings'  September 30, 2000
consolidated financial statements.)

Vinings  currently  conducts all of its operations  through  Vinings  Investment
Properties, L.P. (the "Operating Partnership"),  a Delaware limited partnership.
As of  September  30,  2000,  the Trust was the sole 1% general  partner  and an
92.72% limited partner in the Operating  Partnership,  controlling 80.94% of the
common  partnership  interests and 100% of the preferred  partnership  interests
(See Note 5 to Vinings' September 30, 2000 consolidated financial statements.)

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 decreased $105,297 or 3%, from $3,061,123 for
the three months ended  September 30, 1999 to $2,955,826  for the same period in
2000.  This  decrease  is due  primarily  to an  increase  in  vacancy  loss  of
approximately  2%. Rental and other property  revenues  increased  $2,419,326 or
38%, from  $6,375,712 for the nine months ended September 30, 1999 to $8,795,038
for the same period in 2000.  This  increase is due  primarily  to the  revenues
generated in connection with the Trust's ownership of the Mississippi Properties
for the nine months ended  September  30, 2000,  as compared to only five months
during the same period in 1999.

Other income  increased  $11,703 or 240%, from $4,867 for the three months ended
September  30, 1999 to $16,570  for the same period in 2000,  and $20,864 or 90%
from  $23,137 for the nine months  ended  September  30, 1999 to $44,001 for the
same period in 2000. This increase is due to interest earned on cash balances.

Property  operating  and  maintenance  expense  increased  $21,171  or 2%,  from
$1,173,329  for the three months ended  September 30, 1999 to $1,194,500 for the
same period in 2000, and increased $985,236 or 41%, from $2,417,411 for the nine
months ended  September 30, 1999 to $3,402,647  for the same period in 2000. For
the three months ended  September 30, 2000, this increase is due primarily to an
increase in real estate taxes on one of the Mississippi Properties. For the nine
months ended  September  30, 2000,  this  increase is due  primarily to expenses
generated in connection with the Trusts' ownership of the Mississippi Properties
for the nine months in 2000,  as  compared  to only five months  during the same
period in 1999,  which was  offset  by a  decrease  in  management  fee  expense
relating to Windrush and Thicket.

<PAGE>
Depreciation and amortization increased by $2,141, or .4%, from $562,557 for the
three months ended  September  30, 1999 to $564,698 for the same period in 2000,
and $536,213 or 46 % from  $1,156,428  for the nine months ended  September  30,
1999 to  $1,692,641  for the same  period in 2000.  This  increase  for the nine
months ended  September 30, 2000 is due primarily to  depreciation  generated in
connection  with the Trusts'  ownership of the  Mississippi  Properties for nine
months in 2000,  as compared to only five months during the same period in 1999.
There was a slight  increase  in  Windrush  and  Thicket's  depreciation  due to
additional capital expenditures.

Amortization  of deferred  financing  costs  decreased by $3,560,  or 24%,  from
$15,036 for the three  months ended  September  30, 1999 to $11,476 for the same
period in 2000,  and  increased  $8,814 or 25%, from $35,361 for the nine months
ended  September  30, 1999 to $44,175 for the same period in 2000.  The increase
for the  nine  months  ended  September  30,  2000 is due to costs  incurred  in
connection with the refinancing of the line of credit.

Interest expense increased $26,340,  or 2%, from $1,270,653 for the three months
ended  September  30,  1999 to  $1,296,993  for the same  period  in  2000,  and
$1,321,112 or 52% from  $2,559,036 for the nine months ended  September 30, 1999
to $3,880,148 for the same period in 2000. For the three months ended  September
30, 2000,  this increase is due to rising  interest rates on the line of credit.
For the nine months ended  September 30, 2000, this increase is due primarily to
the mortgage interest  generated in connection with the Trusts' ownership of the
Mississippi  Properties for nine months in 2000, as compared to only five months
during the same period in 1999, as well as rising  interest rates on the line of
credit.

General and administrative  expense decreased $81,973, or 39%, from $208,140 for
the three  months  ended  September  30, 1999 to $126,167 for the same period in
2000,  and  increased  $22,118 or 5%, from  $469,977  for the nine months  ended
September 30, 1999 to $492,095 for the same period in 2000. For the three months
ended  September 30, 2000,  this decrease  consists of (1) overhead  allocations
paid to The Vinings Group totaling  $90,565,  which was offset by an increase in
the advisory fee totaling $70,909;  (2) professional fees totaling $29,276;  (3)
office expense totaling $15,375; (4) corporate  communications  expense totaling
$7,126;  (5) travel expense  totaling  $4,211;  and (6) trustee expense totaling
$3,810.  The increase for the nine months ending September 30, 2000 consists of:
(1)  advisory  fees  paid to The  Vinings  Group  totaling  $70,909  offset by a
decrease  in  overhead  allocations  totaling  $7,846;  and (2)  office  expense
totaling  $5,695.  This  increase  is offset  by the  following  decreases:  (1)
professional  fees totaling $14,683;  (2) trustee expense totaling $14,586;  (3)
corporate  communications  expense  totaling  $13,378;  and (4)  travel  expense
totaling $4,044.

<PAGE>
Liquidity and Capital Resources
-------------------------------

Net cash of $173,877 was provided by  operating  activities  for the nine months
ended  September  30, 2000 as compared  to  $606,407  for the nine months  ended
September 30, 1999. This change is due primarily to the increased  distributions
paid to the holders of Preferred  Units made by the Operating  Partnership.  The
distributions  paid  during  2000 were for the period from July 1, 1999 to March
31, 2000, while the distribution  made during 1999 was for the period from April
1, 1999 to June 30, 1999.

Net cash of $188,083 was used in investing  activities for the nine months ended
September  30,  2000 as  compared to net cash of  $7,688,772  used in  investing
activities  for the nine months ended  September 30, 1999.  The cash used during
1999 was due  primarily to the purchase of the  Mississippi  Properties  and the
investment in the Joint Venture in May, 1999 and higher capital expenditures for
the first nine months of 1999.

Net cash of $349,305was  used by financing  activities for the nine months ended
September 30, 2000 as compared to net cash of  $7,163,004  provided by financing
activities  for the same period in 1999.  The cash used by financing  activities
for the nine months ended  September 30, 2000 is due primarily to: (1) principal
payments  made  on  mortgage  notes  payable  totaling  $246,891;  (2)  deferred
financing costs on the line of credit totaling  $20,000;  and (3)  distributions
paid to preferred  shareholders  totaling  $232,376.  These uses wereoffset by a
draw  of  $149,990  on the  line of  credit.  The  cash  provided  by  financing
activities  for the nine months  ended  September  30, 1999 is due  primarily to
proceeds of  $8,450,000  from the  issuance of preferred  partnership  interests
which was offset by: (1) $1,024,000 pay down on the line of credit;  (2) $29,242
deferred  financing costs relating primarily to the line of credit; (3) $178,730
repayments on mortgage  notes  payable;  and (4) $55,021  distributed  to common
shareholders.

The cash held by Vinings at September 30, 2000, plus the cash flow from Vinings'
assets,  including the investment in the Joint  Venture,  is expected to provide
sources of liquidity  to allow  Vinings to meet  current  operating  obligations
excluding the  distributions  to the preferred  shareholders.  While Vinings has
been able to pay  currently the  preferred  distributions  from the Trust's cash
flow,  Vinings may not have  sufficient cash flow from operations to make future
distributions  on the Preferred  Shares  without  drawing on the line of credit.
This is due to a slight decline in occupancy at the  Mississippi  Properties and
the less than anticipated distributions from the Joint Venture. However, Vinings
continues  its efforts to increase  revenues as well as decrease its general and
administrative expenses. There can be no assurance however, that sufficient cash
flow will be generated  from the Trust's  operations.  In  addition,  management
plans to continue  ongoing  discussions  with capital  sources,  both public and
private, as well as explore financing alternatives,  so as to allow the Trust to
continue to grow its income producing investments.


Other Matters
-------------

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  for  acquisition;  the  inability  of Vinings to continue to acquire
properties in the future; the less than satisfactory performance of any property
that might be acquired by Vinings;  the inability to access the capital  markets
in order to fund Vinings' growth and expansion strategy;  the cyclical nature of
the real estate  market  generally and locally in Georgia,  Mississippi  and the
surrounding  southeastern  states;  the  national  economic  climate;  the local
economic  climate  in  Georgia,  Mississippi  and the  surrounding  southeastern
states; the local real estate conditions and competition in Georgia, Mississippi
and the surrounding  southeastern states; and the ability of Vinings to generate
sufficient cash flow to pay the entire preferred  distribution.  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>

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------

Vinings is exposed to market  risk from  changes in  interest  rates,  which may
adversely affect its financial  position,  results of operations and cash flows.
In seeking  to  minimize  the risks from  interest  rate  fluctuations,  Vinings
manages  exposures  through  its regular  operating  and  financing  activities.
Vinings  does not use  financial  instruments  for trading or other  speculative
purposes.  Vinings  is exposed  to  interest  rate risk  primarily  through  its
borrowing  activities,  which are described in Note 6 to Vinings'  September 30,
2000 Consolidated  Financial  Statements.  All of Vinings'  borrowings are under
fixed rate  instruments,  except the line of credit,  which is at prime plus 1%.
However,  Vinings has determined  that there is no material market risk exposure
to its consolidated financial position,  results of operations or cash flows due
to changes in interest  rates  because of the fixed rate nature of its long-term
debt.

The following table presents  principal  reductions and related weighted average
interest rates by year of expected  maturity for Vinings' debt obligations as of
September 30, 2000 and should be read in conjunction with Vinings'  December 31,
1999 SEC form 10-K:

<TABLE>
                                                                                                         Fair Value
                                                                                 There                 September 30,
(In Thousands)                 2000       2001      2002      2003     2004     -after        Total        2000
-----------------------------------------------------------------------------------------------------------------------

<S>                          <C>        <C>         <C>    <C>          <C>     <C>          <C>         <C>
Principal Reductions
  In Mortgage Notes          $   86     $ 362       $393   $7,315       $367    $ 46,305     $54,828     $54,828

Average Interest Rates        8.63%     8.63%      8.63%    8.63%      8.63%       8.58%       8.63%       8.63%

Line Of Credit               $1,865        -         -         -         -         -        $  1,865     $ 1,865

Interest Rate                10.50%       -         -         -         -         -           10.50%      10.50%
-----------------------------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>


                                     PART II

                                OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

         3.1    Third  Amended and  Restated  Declaration  of Trust of Vinings
                effective July 1, 1999 (incorporated by reference to Exhibit 3.1
                to Vinings'  Quarterly Report on Form 10-Q for the quarter ended
                September 30, 1999, No. 0-13693).

         3.2    Seventh Amendment to the Amended and Restated Agreement of
                Limited Partnership of Vinings Investment Properties, L.P.
                (filed herewith).

         27    Financial Data Schedule (filed herewith).

(b)      Reports on Form 8-K

         None.



<PAGE>


                                   SIGNATURES


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:   November 14, 2000