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 periods ended SEPTEMBER 30, 1999




                         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)


                                 (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___






    Shares of Beneficial Interest outstanding at October 22, 1999: 1,100,495

<PAGE>





                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES

                         INDEX OF FINANCIAL INFORMATION


PART I   FINANCIAL INFORMATION                                              PAGE

Item 1   Financial Statements

         Condensed Consolidated Balance Sheets (unaudited) as of
         September 30, 1999 and December 31, 1998                             3

         Condensed Consolidated Statements of Operations (unaudited)
         for the three and nine months ended September 30, 1999 and
         September 30, 1998                                                   4

         Condensed Consolidated Statements of Cash Flows (unaudited)
         for the nine months ended September 30, 1999 and 1998                5

         Notes to Condensed Consolidated Financial Statements                 6

Item 2   Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                  15

PART II  OTHER INFORMATION/SIGNATURE

Item 6   Exhibits and Reports on Form 8-K                                     20

         Signature                                                            21


<PAGE>
<TABLE>

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
<CAPTION>
                                                                                 September 30,      December 31,
                                                                                --------------     -------------
                                                                                     1999              1998
                                                                                --------------     -------------
Real estate assets:
<S>                                                                               <C>               <C>
    Land                                                                          $ 8,247,900       $ 2,884,500
    Buildings and improvements                                                     55,671,351        15,399,690
    Furniture, fixtures & equipment                                                 3,746,176         1,025,222
Less:  accumulated depreciation                                                    (2,801,133)       (1,664,678)
                                                                                --------------     -------------
         Net real estate assets                                                    64,864,294        17,644,734


Investment in unconsolidated Joint Venture                                          1,614,550                 -
Cash and cash equivalents                                                             238,941           158,302
Restricted cash                                                                     1,895,568           458,877
Receivables and other assets                                                          362,876           694,998
Deferred financing costs, less accumulated amortization of $112,620 and
    $77,258 at September 30, 1999 and December 31, 1998, respectively                 132,945           139,064
Deferred leasing costs, less accumulated amortization of $52,835 and
    $32,861 at September 30, 1999 and December 31, 1998, respectively                  44,439            52,203
                                                                                --------------     -------------
Total assets                                                                      $69,153,613       $19,148,178
                                                                                ==============     =============


LIABILITIES AND SHAREHOLDERS' EQUITY

Mortgage notes payable                                                            $55,153,838       $13,640,065
Line of credit                                                                        976,000         2,000,000
Accounts payable and accrued liabilities                                            1,787,971           546,249
Distributions payable to Preferred Unitholders                                        232,375                 -
Acquisition advances from Joint Venture                                               363,837                 -
                                                                                --------------     -------------
         Total liabilities                                                         58,514,021        16,186,314
                                                                                --------------     -------------

Minority interests of unitholders in Operating Partnership:
    Preferred partnership interests                                                 8,625,621                 -
    Common partnership interests                                                      363,709           534,892
                                                                                --------------     -------------
         Total minority interests                                                   8,989,330           534,892

Shareholders' equity:
    Common shares of beneficial interest, without par or stated value,
    25,000,000 authorized,  1,100,499 and 1,100,505 shares issued and
    outstanding at September 30, 1999 and December 31, 1998,  respectively                  -                 -

    Additional paid in capital                                                      3,351,079         3,406,103

    Accumulated deficit                                                            (1,700,817)         (979,131)
                                                                                --------------     -------------
       Total shareholders' equity                                                   1,650,262         2,426,972
                                                                                --------------     -------------
Total liabilities and shareholders' equity                                        $69,153,613       $19,148,178
                                                                                ==============     =============
<FN>
The accompanying notes are an integral part of these consolidated
financial statements.
</FN>
</TABLE>

<PAGE>
<TABLE>

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

                                                                  For the three months ended        For the nine months ended
                                                                          September 30,                   September 30,
                                                                 ---------------------------       ----------------------------
                                                                     1999           1998                1999           1998
                                                                 ------------    -----------       ------------    ------------
REVENUES

<S>                                                              <C>             <C>               <C>              <C>
     Rental revenues                                             $ 2,866,225     $  988,340        $ 6,034,948      $ 2,952,715
     Other property revenues                                         194,898         34,602            340,764          108,952
     Other income                                                      4,867            316             23,137            1,945
                                                                 ------------    -----------       ------------    -------------
                                                                   3,065,990      1,023,258          6,398,849        3,063,612
                                                                 ------------    -----------       ------------    -------------
EXPENSES

     Property operating and maintenance                            1,203,329        409,629          2,447,411        1,213,273
     Depreciation and amortization                                   562,557        163,482          1,156,428          482,706
     Amortization of deferred financing costs                         15,036          7,726             35,361           23,177
     Interest expense                                              1,270,653        337,114          2,559,036          998,829
     General and administrative                                      178,140        155,422            439,977          455,133
     Unusual item                                                          -            476                  -         (260,910)
                                                                 ------------    -----------       ------------    -------------
                                                                   3,229,715      1,073,849          6,638,213        2,912,208
                                                                 ------------    -----------       ------------    -------------


     Income (loss) before equity in loss of unconsolidated
         Joint Venture and minority interests                       (163,725)       (50,591)          (239,364)         151,404

     Equity in loss of unconsolidated Joint Venture                  (57,022)             -            (74,790)               -
                                                                 ------------    -----------       ------------    -------------

     Income (loss) before minority interests                        (220,747)       (50,591)          (314,154)         151,404

     Less Minority interests in Operating Partnership:
         Preferred partnership interests                             336,757              -            566,587                -
         Common partnership interests                               (100,682)        (9,136)          (159,056)          27,613
                                                                 ------------    -----------       ------------    -------------

     Net income (loss)                                           $  (456,822)    $  (41,455)        $ (721,685)     $   123,791
                                                                 ============    ===========       ============    =============


NET INCOME (LOSS) PER SHARE - BASIC                                  $ (0.42)       $ (0.04)           $ (0.66)          $ 0.11
                                                                 ============    ===========       ============    =============

NET INCOME (LOSS) PER SHARE - DILUTED                                $ (0.42)       $ (0.04)           $ (0.66)          $ 0.11
                                                                 ============    ===========       ============    =============


WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC                        1,100,499      1,100,508          1,100,504        1,087,348
                                                                 ============    ===========       ============    =============

WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED                      1,343,045      1,343,054          1,343,050        1,334,961
                                                                 ============    ===========       ============    =============
<FN>
The accompanying notes are an integral part of these consolidated
financial statements.
</FN>
</TABLE>






<PAGE>
<TABLE>

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<CAPTION>
                                                                             For the nine months
                                                                              ended September 30,
                                                                         ---------------------------
                                                                             1999            1998
                                                                         -----------      ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                      <C>              <C>
Net income (loss)                                                        $ (721,685)      $ 123,791
                                                                         -----------      ----------

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

        Depreciation and amortization                                     1,156,428         482,706
        Amortization of deferred financing costs                             35,361          23,177

        Equity in loss of unconsolidated Joint Venture                       74,790               -
        Minority interests in Operating Partnership:
           Preferred partnership interests                                  566,587               -
           Common partnership interests                                    (159,056)         27,613
        Distributions to common unitholders                                 (12,127)              -
        Distributions to preferred unitholders                             (158,591)              -
        Noncash compensation expense                                              -          80,000
        Changes in assets and liabilities, net of the effect
           of real estate assets acquired
               Restricted cash                                             (411,220)        (76,951)
               Receivables and other assets                                (194,470)        (43,293)
               Capitalized leasing costs                                    (12,213)        (24,821)
               Accounts payable and accrued liabilities                     442,603         (96,620)
                                                                         -----------      ----------

        Total adjustments                                                 1,328,092         371,811
                                                                         -----------      ----------

Net cash provided by operating activities                                   606,407         495,602
                                                                         -----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of real estate assets                                           (6,066,073)              -
Capital expenditures                                                       (297,196)       (120,779)
Refundable deposits and acquisition costs                                         -        (640,463)
Investment in unconsolidated Joint Venture                               (1,705,100)              -
Distributions from Joint Venture                                             15,760               -
Acquisition advances from Joint Venture                                     363,837               -
                                                                         -----------      ----------

Net cash used in investing activities                                    (7,688,772)       (761,242)
                                                                         -----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES:

Deferred financing costs                                                    (29,242)              -
Net proceeds (repayments) on line of credit                              (1,024,000)        281,796
Principal repayments on mortgage notes payable                             (178,730)       (107,274)
Purchase of retired shares                                                       (3)            (17)
Proceeds from issuance of preferred partnership interests                 8,450,000               -
Distributions to shareholders                                               (55,021)              -
                                                                         -----------      ----------
Net cash provided by financing activities                                 7,163,004         174,505
                                                                         -----------      ----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                    80,639        (91,135)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                            158,302         164,843
                                                                         -----------      ----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                               $  238,941       $  73,708
                                                                         ===========      ==========
<FN>
The accompanying notes are an integral part of these consolidated
financial statements.
</FN>
</TABLE>
<PAGE>

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)
                               September 30, 1999


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  which are  leased to  middle-income  residents.
         Current  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.

         Currently  Vinings  conducts  all of  its  operations  through  Vinings
         Investment Properties,  L.P. (the "Operating Partnership"),  a Delaware
         limited  partnership.  As of September 30, 1999, the Trust was the sole
         1% general  partner  and an 80.94%  limited  partner  in the  Operating
         Partnership.  (This  structure  is commonly  referred to as an umbrella
         partnership REIT or "UPREIT").

         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.
         (See Notes 3 and 4.) As of  September  30,  1999,  a total of 1,988,235
         Preferred  Units had been  issued for an  aggregate  purchase  price of
         $8,450,000. (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, 1999,
         the average occupancy of Vinings' portfolio,  including the communities
         held by the unconsolidated joint venture, was 94 %.
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

         The condensed  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 nine month period ended  September  30, 1999
         are not necessarily  indicative of the results that may be expected for
         the year ending December 31, 1999.

         The accompanying condensed 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  (18.06%  as  of  September  30,  1999)
         multiplied  by the  Operating  Partnership's  net assets.  The minority
         interests of the  preferred  unitholders  on the  accompanying  balance
         sheet  represent  cash  contributed in exchange for those units and the
         accrued liquidation preference of $0.21 per Preferred Unit ($175,621 at
         September 30, 1999). 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  represents  the accrued
         preferred 11% return on the Preferred  Units ($232,375 and $390,966 for
         the  three  and  nine  month   periods   ended   September   30,  1999,
         respectively) and the accrued pro rata liquidation  preference of $0.21
         per Preferred  Unit ($104,382 and $175,621 for the three and nine month
         periods ended September 30, 1999, respectively.) (See Note 5.)

         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, 1998.
<PAGE>

         Net Income (Loss) Per Share
         ---------------------------

         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>

                                                         For the three months         For the nine months
                                                          ended September 30,          ended September 30,
                                                       ---------------------------  -------------------------
                                                             1999         1998           1999        1998
                                                       ---------------------------  -------------------------
<S>                                                       <C>          <C>            <C>          <C>
Net income (loss) - basic                                 $(456,822)   $(41,455)      $(721,685)   $123,791
 Minority interests in Operating Partnership:
    Preferred partnership interests                             -           -               -           -
    Common partnership interests                           (100,682)     (9,136)       (159,056)     27,613
                                                        --------------------------  -------------------------
Total minority interest                                    (100,682)     (9,136)       (159,056)     27,613
                                                        --------------------------  -------------------------

Net income (loss) - diluted                               $(557,504)   $(50,591)      $(880,741)   $151,404
                                                        ==========================  =========================

Weighted average shares - basic                           1,100,499   1,100,508       1,100,504   1,087,348
Dilutive Securities:
    Weighted average Common Units                           242,546     242,546         242,546     242,546
    Weighted average Preferred Units                            -           -               -           -
    Share options                                               -           -               -         5,067
                                                        ==========================  =========================
Weighted average shares - diluted                         1,343,045   1,343,054       1,343,050   1,334,961
                                                        ==========================  =========================
</TABLE>

         Both common and preferred  units in the Operating  Partnership  held by
         the  minority  unitholders  are  redeemable  for  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 the nine  months
         ended  September  30,  1999  options to  purchase  107,750  shares were
         excluded and for the three  months and the nine months ended  September
         30, 1998 options to purchase 108,750 shares were excluded as the impact
         of such  options was  antidilutive.  For the three  months and the nine
         months ended September 30, 1999 the Preferred Units totaling  1,988,235
         were also excluded as the impact of such units was antidilutive.


         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     condensed     consolidated    financial    statements.

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

         Certain 1998  financial  statement  amounts have been  reclassified  to
         conform with the current year presentation.


NOTE 3 - ACQUISITION

         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 "Vinings 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 Vinings  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 Vinings Properties was
         $47,665,396 (excluding closing costs), which included the assumption of
         debt of  approximately  $41,693,000 and the balance being paid in cash,
         which was funded by the  issuance of the  Preferred  Units.  A total of
         approximately  $749,200  in  escrows  held by the  mortgagees  was also
         purchased.


NOTE 4 - INVESTMENT IN UNCONSOLIDATED JOINT VENTURE

         On May 1,  1999,  Vinings  also  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. 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 and the balance being 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 month period from July 1,
         1999 to  September  30, 1999 and the five month period from May 1, 1999
         to September 30, 1999:
<PAGE>
<TABLE>

<CAPTION>

                                                                             For the three           For the five
                                                                             months ended            months ended
                                                                             September 30,           September 30,
                                                                                 1999                     1999
                                                                          -------------------      ----------------

<S>                                                                              <C>                  <C>
         Revenues                                                                $1,753,513           $ 2,944,209

         Expenses:
              Property operating and maintenance                                    799,583             1,254,519
              Depreciation and amortization                                         373,220               620,742
              Interest expense                                                      865,818             1,442,895
                                                                          ------------------      -----------------
                  Total Expenses                                                  2,038,621             3,318,156
                                                                          ------------------      -----------------

         Net loss                                                                  (285,108)             (373,947)

              Vinings' equity percentage                                               20%                  20%
                                                                          ------------------      -----------------
         Vinings' equity in loss of unconsolidated Joint Venture               $    (57,022)         $    (74,790)
                                                                          ==================      =================
         Distributions received by Vinings from Joint Venture                  $     15,760          $     15,760
                                                                          ==================      =================
         Cash flows provided by operating activities                                                  $   313,975
                                                                                                  =================
         Cash flows used in investing activities                                                      $(8,567,210)
                                                                                                  =================
         Cash flows provided by financing activities                                                  $ 8,342,098
                                                                                                  =================

        The following  summarizes  the balance sheet of the Joint Venture as of
        September 30, 1999:



                  Real estates assets, net of accumulated depreciation                                $46,542,732
                  Cash and other assets                                                                 1,898,991
                                                                                                  -----------------
                            Total assets                                                              $48,441,723
                                                                                                  =================

                  Mortgage notes payable                                                              $39,185,580
                  Other liabilities                                                                     1,183,790
                                                                                                  -----------------
                       Total liabilities                                                               40,369,370
                                                                                                  -----------------

                  Capital - Vinings                                                                     1,614,550
                  Capital - Other                                                                       6,457,802
                                                                                                  -----------------
                       Total capital                                                                    8,072,352
                                                                                                  -----------------

                           Total liabilities and capital                                              $48,441,723
                                                                                                  =================
</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.  The  holders  of  Preferred  Units  are
         entitled to receive  cumulative  preferential cash distributions at the
         per annum rate of $0.4675 per Preferred  Unit.  Upon the  occurrence of
         certain  triggering events, the holders of Preferred Units are entitled
         to  receive,  in  addition to an amount  equal to any  accumulated  and
         unpaid  distributions  on such holder's  Preferred Units, a liquidation
         preference  of $4.46 per  Preferred  Unit,  or, if any such  triggering
         event  occurs  prior to one year  from the date of  issuance  $4.25 per
         Preferred Unit.

         Under certain circumstances, the holders of Preferred Units may convert
         any part or all of such  Preferred  Units  into  Common  Units,  Common
         Shares,  or  shares  of  preferred  interests  of  Vinings  ("Preferred
         Shares"). In lieu of converting Preferred Units into Common Shares, the
         Operating  Partnership,   in  its  sole  discretion,  may  satisfy  its
         conversion  obligations  through certain cash payments,  as further set
         forth in the partnership agreement of the Operating Partnership.

         Generally, the holders of Preferred Units do not have the right to vote
         on any matter on which any general or limited  partner of the Operating
         Partnership may vote. The holders of Preferred Units do, however,  have
         the  right to vote as a  separate  class of  Partnership  Interests  on
         certain   transactions   including,    without   limitation,    certain
         authorizations   and  issuances  of  preferred   units  of  Partnership
         Interests  designated as ranking senior to the Preferred Units, certain
         amendments  to the  Partnership  Agreement,  and certain sales or other
         dispositions of assets of the Operating Partnership, certain mergers or
         consolidations  of the Operating  Partnership,  and transactions  which
         result in the liquidation of the Partnership.

         As of September 30, 1999, a total of 1,988,235 Preferred Units had been
         issued for an aggregate  purchase  price of  $8,450,000.  The Operating
         Partnership  used the proceeds of such sales of Preferred  Units to pay
         the cash consideration for the Operating Partnership's interests in the
         property  partnerships  that acquired the Vinings  Properties,  and its
         interest in the Joint Venture. (See Notes 3 and 4.)

         At the annual meeting of shareholders  held on June 29, 1999,  Vinings'
         shareholders  approved  proposals to amend the Trust's  Declaration  of
         Trust to  decrease  the total  number of  common  shares of  beneficial
         interest  authorized  from an  unlimited  amount to  25,000,000  and to
         authorize  a new class of  7,050,000  preferred  shares  of  beneficial
         interest which, upon the affirmative vote of two-thirds of the Board of
         Trustees,  may be issued in such  amounts,  in one or more series,  and
         with such  designations,  preferences,  limitations and relative rights
         for each series as the Board of Trustees shall determine.

<PAGE>
NOTE 6 - NOTES PAYABLE

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

         Mortgage  notes payable were secured by the following  apartment
         communities  at September 30, 1999 and December 31, 1998, as follows:

<TABLE>

                                                      Fixed Interest
                                                        Rate as of            Principal Balance as of
                                    Maturity            9/30/99              9/30/99           12/31/98
                                  ------------      -----------------   ------------------ ----------------
<S>                                <C>                   <C>             <C>                <C>
        The Thicket                07/01/2003            9.04 %          $ 7,216,585        $ 7,262,759
        Windrush                   07/01/2024            7.50 %            6,307,177          6,377,306
        Cottonwood                 10/01/2036            8.875%            4,687,989                -
        Delta Bluff                08/01/2036            9.25 %            6,208,578                -
        Foxgate I                  06/01/2037            8.50 %            6,604,571                -
        Hampton House              08/01/2037            8.50 %            5,173,990                -
        Heritage Place             10/01/2036            8.75 %            3,144,710                -
        Northwoods                 06/01/2034            8.75 %            4,487,885                -
        River Pointe               01/01/2037            8.625%            5,986,952                -
        Trace Ridge                07/01/2036            8.50 %            5,335,401                -
                                                                     ------------------ ----------------

             Total                                                       $55,153,838        $13,640,065
                                                                     ================== ================
</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,
         1999 are as follows:

                        1999              $    78,915
                        2000                  332,715
                        2001                  361,792
                        2002                  393,425
                        2003                7,314,761
                        Thereafter         46,672,230
                                         -------------
                        Total             $55,153,838
                                         =============



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

         On June 28,  1998  Vinings  renewed its line of credit in the amount of
         $2,000,000 for six months,  which expired on December 28, 1998. Vinings
         did not  renew the line of credit  and on  February  4, 1999 one of the
         independent  Trustees  purchased  the line of credit  from the bank and
         Vinings  paid  interest  to the  Trustee  monthly at the annual rate of
         8.50% from such date  through  April 27,  1999,  at which time  Vinings
         obtained  a new line of  credit  in the  amount  of  $2,000,000  from a
         financial  institution.  The independent Trustee who purchased the line
         of credit was repaid in full on April 27, 1999.  The  interest  rate on
         the line of  credit  is one  percent  over  prime as posted in The Wall
         Street  Journal,  which was 9.25% at September 30, 1999.  The principal
         balance of the line of credit as of September 30, 1999 was $976,000 and
         the maturity date is April 27, 2000.

<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.  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 own  rent,  administrative  and other
         overhead  charges  as  well as  salaries  for the  officers  and  other
         employees providing services to Vinings.

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

                                                 Three months                       Nine months
                                              ended September 30,               ended September 30,
                                             1999           1998               1999            1998
                                         -------------- -------------     ---------------- -------------

 Vinings
<S>                                         <C>              <C>              <C>              <C>
      Management fees                       $126,036         $61,449          $281,497         $161,656
      Data processing fees                    14,288           6,840            36,480           20,520
      Overhead reimbursements                 17,750          44,250           124,250           96,750
                                         ============== =============     ================ =============
           Total                            $158,074        $112,539          $442,227         $278,926
                                         ============== =============     ================ =============

 Joint Venture
      Management fees                        $77,400             -            $126,036              -
      Data processing fees                    14,520             -              24,200              -
                                         ============== =============     ================ =============
            Total                            $91,920             -            $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.
         For more information regarding the line of credit see Note 6.

         In connection  with the  acquisition of the Portfolio  Properties,  MFI
         Realty,  Inc.,  an affiliate of the  officers,  received  fees totaling
         $400,276 of which  $167,103 was paid by the Operating  Partnership  and
         $233,173 was paid by the Joint Venture.


NOTE 8 - DISTRIBUTIONS

         On August 6, 1999,  Vinings declared a dividend of five cents per share
         which was paid  September 1, 1999 to  shareholders  of record on August
         16,  1999.   Vinings  intends  to  continue  to  pay  distributions  to
         shareholders  in  amounts  at least  sufficient  to enable the Trust to
         qualify as a REIT. (See Note 2.)

<PAGE>
NOTE 9 - 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 10 - SUPPLEMENTAL CASH FLOW INFORMATION

         Vinings paid  interest of  $2,453,449  and $998,829 for the nine months
         ended September 30, 1999 and 1998, respectively. In connection with the
         acquisition  of  the  Vinings  Properties,   Vinings  assumed  mortgage
         indebtedness totaling $41,692,503.

<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 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 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.  Current
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.

Currently  Vinings  conducts all of its operations  through  Vinings  Investment
Properties,  L.P. (the "Operating  Partnership").  As of September 30, 1999, the
Trust was the sole 1%  general  partner  and an 80.94%  limited  partner  in the
Operating  Partnership.  (This structure is commonly  referred to as an umbrella
partnership REIT or "UPREIT").

On April 29, 1999, the Operating  Partnership  offered, in a private transaction
pursuant to a Securities Purchase Agreement (the "Purchase Agreement"), Series A
Preferred  Partnership interests (the "Preferred Units"). See Note 5 to Vinings'
September 30, 1999 Condensed Consolidated Financial Statements.  As of September
30, 1999, a total of 1,988,235  Preferred Units had been issued for an aggregate
purchase  price of  $8,450,000,  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  (the  "Vinings   Properties")   were  purchased  through
subsidiary  partnerships of the Operating  Partnership.  The remaining Portfolio
Properties  (the "Joint  Venture  Properties")  were  purchased  through a joint
venture in which the Operating  Partnership has a 20% limited  partner  interest
and is the general partner (the "Joint Venture").  See Notes 3 and 4 to Vinings'
September 30, 1999 Condensed Consolidated Financial Statements.

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


Results of Operations
---------------------

Rental and other property revenues increased $2,038,181 or 199%, from $1,022,942
for the three months ended  September 30, 1998 to $3,061,123 for the same period
in 1999,  and  $3,314,045  or 108%,  from  $3,061,667  for the nine months ended
September 30, 1998 to $6,375,712  for the same period in 1999.  This increase is
due primarily to the revenues generated in connection with the Trust's ownership
of the Vinings  Properties for the five months ended  September 30, 1999,  which
were not in Vinings'  portfolio  during  1998.  There were slight  increases  to
Windrush and Thicket's rental and other property revenues for the three and nine
months ended September 30, 1999.

Other income increased $4,551 from $316 for the three months ended September 30,
1998 to $4,867 for the same period of 1999, and $21,192 from $1,945 for the nine
months  ended  September  30, 1998 to $23,137  for the same period in 1999.  The
increase  for the three  months  ended  September  30,  1999 was due to interest
earned mainly on security  deposit  escrow  accounts.  The increase for the nine
months  ended  September  30, 1999 was due to interest  earned on earnest  money
deposits  held in escrow in  connection  with the  acquisition  of the Portfolio
Properties, and security deposit escrow accounts.

<PAGE>

Property operating and maintenance expense increased by $793,700,  or 194%, from
$409,629 for the three months ended  September 30, 1998,  to $1,203,329  for the
same period in 1999,  and  $1,234,138,  or 102%,  from  $1,213,273  for the nine
months ended  September 30, 1998 to  $2,447,411  for the same period in 1999. Of
this increase,  $1,267,041 was due to expenses  generated in connection with the
Trusts' ownership of the Vinings  Properties for the five months ended September
30, 1999,  which were not in Vinings'  portfolio  during 1998. This increase was
offset by a decrease in  operating  expenses of $15,782 for the three months and
$32,904 for the nine months ended  September 30, 1999,  due primarily to savings
in Thicket's cable TV and salary and benefits incurred in 1998.

Depreciation  and  amortization  increased by $399,075 or 244% from $163,482 for
the three  months  ended  September  30, 1998 to $562,557 for the same period in
1999,  and $673,722 or 140%,  from $482,706 for the nine months ended  September
30,  1998 to  $1,156,428  for the same  period  in 1999.  This  increase  is due
primarily to depreciation  generated in connection with the Trusts' ownership of
the Vinings  Properties for the five months ended September 30, 1999, which were
not in Vinings'  portfolio  during 1998. There was a slight increase in Windrush
and Thicket's depreciation due to additional capital expenditures.

Amortization of deferred  financing costs increased by $7,310 or 95% from $7,726
for the three months ended  September 30, 1998 to $15,036 for the same period in
1999,  and $12,184 or 53% from $23,177 for the nine months ended  September  30,
1998 to $35,361 for the same period in 1999, due to costs incurred in connection
with the refinancing of the line of credit.

Interest expense increased $933,539, or 277%, from $337,114 for the three months
ended  September  30,  1998 to  $1,270,653  for the same  period  in  1999,  and
$1,560,207,  or 156%, from $998,829 for the nine months ended September 30, 1998
to  $2,559,036,  for the same  period in 1999,  due  primarily  to the  mortgage
interest  generated  in  connection  with the Trusts'  ownership  of the Vinings
Properties for the five months ended  September 30, 1999,  which were not in the
Vinings' portfolio during 1998. In addition, interest on Vinings' line of credit
decreased  slightly due to the reduced  balance on the line of credit.  Windrush
and  Thicket  had  slight   decreases  in  interest   expense  due  to  mortgage
amortization.

General and  administrative  expense increased $22,718 or 15%, from $155,422 for
the three  months  ended  September  30, 1998 to $178,140 for the same period in
1999,  and  decreased  $15,156,  or 3% from  $455,133  for the nine months ended
September 30, 1998 to $439,977 for the same period in 1999. For the three months
ended September 30, 1999, this increase  consists of: (1)  compensation  expense
relating to the direct payment of Trust  associates  totaling  $69,570;  and (2)
rent  expense  totaling  $5,000.  This  increase  is  offset  by  the  following
decreases:  (1) professional fees totaling $14,450; (2) corporate  communication
and investor  relations  costs  totaling  $15,900;  (3) overhead  reimbursements
totaling  $19,000 as these expenses were  eliminated when the Trust began paying
direct associate  salaries;  and (4) abandoned projects totaling $4,100. For the
nine months ended  September 30, 1999, the decrease  consists of: (1) $10,430 in
compensation  expense  consisting of $69,570  relating to the direct  payment of
Trust  associates less $80,000 in Restricted  Stock awarded on July 1, 1998; (2)
corporate  communications  and investor  relations costs totaling  $32,300;  (3)
travel expense totaling $9,200; and (4) professional fees totaling $6,200;  This
decrease  is offset by the  following  increases:  (1)  overhead  reimbursements
totaling  $35,000;  (2) rent  expense  totaling  $5,000 and (3) trustee  expense
totaling $4,660.

<PAGE>

The Unusual item of $476 for the three months and ($260,910) for the nine months
ended September 30, 1998, relates to cost incurred,  net of settlement proceeds,
in  connection  with  litigation  involving an  acquisition  in which the seller
breached  its  contract  with the Trust.  There were no costs  incurred  in this
regard during the three months or nine months ended September 30, 1999.


Liquidity and Capital Resources
-------------------------------

Net cash  provided by  operating  activities  increased  $156,664  or 35%,  from
$449,743 for the nine months ended  September  30, 1998 to $606,407 for the nine
months ended  September 30, 1999.  This increase is due primarily to the Trust's
ownership  of the Vinings  Properties  for the five months ended  September  30,
1999, which were not in the Trust's portfolio during 1998.

Cash flows used in investing  activities are made up of the following items: (1)
the cash used to purchase the Vinings  Properties  during the second  quarter of
1999 totaling $6,066,073;  (2) the cash investment in the Joint Venture totaling
$1,705,100  during the second  quarter of 1999; (3) cash advances from the Joint
Venture  relating to the  acquisition of the Joint Venture  Properties  totaling
$363,837; (4) distributions received from the Joint Venture in the third quarter
of $15,760; and (5) cash used for capital expenditures at the properties,  which
increased  $176,417 or 146%,  from $120,779 for the nine months ended  September
30, 1998 to $297,196 for the nine months ended  September 30, 1999 due primarily
to the ownership of the Vinings  Properties for the five months ended  September
30, 1999, which were not in Trust's portfolio during 1998.

Cash flows provided by financing activities increased by $6,988,499 for the nine
months ended  September 30, 1999 as compared to the same period in 1998. Of this
increase,  $8,450,000 was provided by the issuance of the Preferred Units, which
was offset by cash used for:  (1)  deferred  financing  costs  totaling  $29,242
relating to the  refinancing  of the line of credit during the second quarter of
1999; (2) cash used to make principal  repayments on the line of credit totaling
$1,024,000 during the first nine months of 1999 as compared to draw downs on the
line of credit totaling  $281,796 for the same period during 1998; (3) cash used
to make principal  repayments on mortgage notes payable totaling $178,730 during
the first nine months of 1999 as compared to  principal  repayments  on mortgage
notes  payable  totaling  $107,274  for the same  period  during  1998;  and (4)
distributions to common shareholders totaling $55,021.

The cash held by Vinings at September 30, 1999, 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 all current operating obligations.
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 expand and grow its income producing investments.


Year 2000
---------

The statements in the following section include "Year 2000 readiness disclosure"
within the meaning of the Year 2000 Information and Readiness  Disclosure Act of
1998.

The "Year 2000 issue" is the phrase used to describe the various problems caused
from  the  improper  processing  of  dates  and date  sensitive  information  by
computers and other  machinery and equipment.  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.  Vinings is
continuing  its  assessment of the  potential  impact Year 2000 will have on its
operations. A compliance program has been implemented, to (1) determine Vinings'
state  of  readiness  for the  Year  2000,  including  the  Trust's  information
technology  ("IT")  systems,  its non-IT  systems and the state of  readiness of
Vinings' material suppliers and third party vendors;  (2) assess where potential
risks may occur,  recognizing that date sensitive  systems may fail at different
points in time  depending on their  function,  and prioritize  those risks;  (3)
determine  what  steps  need to be taken in order to bring  remaining  software,
hardware and systems, including embedded systems, into Year 2000 compliance; (4)
implement,   test  and  re-evaluate  all  solutions  in  time  to  minimize  any
significant  detrimental effects on operations;  and (5) determine a contingency
plan in the event that the Trust or any of its material suppliers or third party
vendors will not be Year 2000 compliant (the "Compliance Program").

<PAGE>

Vinings  believes  that most of its  computer  systems and related  software are
already  Year  2000  compliant.  These  systems  include  the  on-site  resident
management  software and associated  hardware as well as corporate financial and
accounting  software and related  hardware.  The costs  incurred to date for new
on-site  hardware and software total  approximately  $72,000.  The financial and
accounting  systems  are shared with The Vinings  Group.  The costs  incurred to
upgrade these systems total approximately $70,000 and are in the form of monthly
lease payments of $1,178,  which expire in November 2002.  Currently these lease
payments  are a shared  cost  between  the  Trust  and The  Vinings  Group.  Any
additional  costs to upgrade or modify  these  systems  are not  expected  to be
material.

Vinings is continuing its process of determining  whether its other  operational
systems are Year 2000 compliant. These systems include administrative systems as
well as mechanical  systems.  Vinings has been in contact with the suppliers and
manufacturers of these systems and believes that all material systems within its
control  will be Year 2000  compliant by December  31,  1999.  However,  Vinings
cannot  determine  at this time the  potential  impact on the Trust's  financial
condition and results of operations if any of these systems were not compliant.

Vinings'  most  reasonably  likely  worst  case  scenario  relates  to Year 2000
non-compliance by third party vendors and service providers. Vinings relies on a
number of suppliers for utility services,  financial services,  materials,  etc.
Interruption  of  suppliers'  operations  due to Year 2000  issues  could have a
material adverse effect on the Trust's future financial condition and results of
operations. Vinings has taken steps to evaluate the status of suppliers' efforts
in order to  determine  whether  any of these  suppliers  will  have an  adverse
material  effect.  Once  evaluation  is  complete,  Vinings will  determine  any
required alternatives and contingency plan requirements.

The information  provided above regarding Vinings' Year 2000 compliance includes
forward-looking  statements  based on  management's  best  estimates  of  future
events.  Such   forward-looking   statements  involve  risks  and  uncertainties
including the  availability  of  resources,  the ability to identify and correct
potential  Year 2000  sensitive  problems  that could  have a serious  impact on
operations and the ability of third party  suppliers to bring their systems into
Year 2000  compliance.  There can be no  assurance  that any of the  factors  or
statements regarding the Trust's Year 2000 preparedness will not change and that
any  change  will  not  affect  the  accuracy  of  the  Trust's  forward-looking
statements.


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  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 continue to acquire  properties 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,  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  identify  and correct all
potential Year 2000  sensitive  problems.  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 7A - 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,
1999 Condensed Consolidated Financial Statements. All of Vinings' borrowings are
under fixed rate instruments,  except the line of credit, which is at prime plus
1%. As of September 30, 1999 Vinings  exposure to market risk has changed due to
the  acquisition  of the Vinings  Properties  and the  assumption of the related
mortgage indebtedness. 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, 1999 and should be read in conjunction with Vinings'  December 31,
1998 SEC form 10-K:

<TABLE>


<CAPTION>
                                                                                                           Fair Value
                                                                                  There-                    September
(In Thousands)                   1999      2000       2001    2002       2003      after        Total        30, 1999
----------------------------------------------------------------------------------------------------------------------

<S>                           <C>          <C>        <C>     <C>      <C>        <C>         <C>           <C>
Principal Reductions
  In Mortgage Notes           $    79      $333       $362    $393     $7,315    $46,672      $55,154       $55,154

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

Line Of Credit                $   976       -         -         -         -           -       $   976       $   976

Interest Rate                   9.25%       -         -         -         -           -         9.25%         9.25%

----------------------------------------------------------------------------------------------------------------------
</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 the Trust
                 effective July 1, 1999 (filed herewith)

         27 -    Financial Data Schedule

(b)      Reports on Form 8-K

Current  Report on Form 8-K, dated April 29, 1999, was filed with the Securities
and Exchange  Commission on May 10, 1999, and Amendment No. 1 was filed with the
Securities  and  Exchange  Commission  on July 15,  1999,  with  respect  to the
Vinings'  issuance of Preferred  Partnership  Units and the  acquisition  of the
Portfolio Properties.



<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:   November 15, 1999