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

                                    FORM 10-Q


            [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                For the Quarterly Period ended March 31, 1998
                                       OR



                   TRANSITION REPORT PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


                         Commission File Number 2-95449


                      NATIONAL PROPERTIES INVESTMENT TRUST
                   Formerly Richard Roberts Real Estate Growth
                Trust I (Exact name of registrant as specified in
                                  its charter)




         Massachusetts                                              06-6290322
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                           Identification Number)


  P.O. Box 148 Canton Center,  CT                                        06020
(Address of Principal Executive Offices)                             (Zip Code)


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






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



<PAGE>
                                     PART I

                              FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS.

                      NATIONAL PROPERTIES INVESTMENT TRUST

                                      INDEX


     Accountants' Review Report

     Comparative Balance Sheet as of March 31, 1998 and December 31, 1997

     Comparative  Statement of Operations  for the Quarters Ended March 31, 1998
and 1997

     Comparative  Statement of Changes in Shareholders'  Equity for the Quarters
Ended March 31, 1998 and 1997

     Comparative  Statement of Cash Flows for the Quarters  Ended March 31, 1998
and 1997

     Notes to the Financial Statements



<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS.

     NATIONAL PROPERTIES INVESTMENT TRUST (the "Trust") was organized on January
16, 1985, as a Massachusetts Business Trust. On July 23, 1993, the Trust changed
its name from Richard  Roberts Real Estate  Growth Trust I to its current  name.
The Trust has made for 1997 and prior  years,  and intends to make for 1998,  an
election to file as a real estate  investment  trust "REIT" under the provisions
of the Internal  Revenue Code and intends to maintain  this status as long as it
will benefit the Trust's  shareholders.  The Trust  considers its business to be
operating in one industry segment, investment in real property.

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

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

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

Liquidity and Capital Resources

     The Trust's primary cash  requirements are for operating  expenses relating
to continuing the existence of the Trust.

     At March 31,  1998 the Trust had no cash.  Current  liabilities  and future
expenses are  expected to be funded from the  proceeds  from the sale of Philips
International Realty Corp. stock.

     The  Trust  is  currently   searching  for  potential  new  properties  for
acquisition.  When a new  property is  identified,  the Trust plans to raise new
capital or exchange shares of beneficial interest to finance the purchase of the
property.  In exchange for capital  raised,  the Trust intends to issue stock to
the new investors.  This stock will be in addition to the stock now  outstanding
for the Trust. Currently no new properties have been contracted for purchase and
no new capital has been raised.


     The  principal  asset of the Trust  consists of an investment in the common
stock of Philips International Realty Corp.

Inflation

Not applicable


Competition

Not applicable


Results of Operations

     Not  applicable.  The  Trust has no  current  operations  and has  incurred
$10,726  of  expenses  as a result of winding  up its  rental  operations  as of
December  31, 1997 and expenses  necessary  for the  continued  existence of the
Trust.
<PAGE>
                 [Letterhead of Bernardi, Alfin & Koos, L.L.C.]

                                   May 5, 1998

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

     We have  reviewed the  accompanying  balance  sheet of National  Properties
Investment Trust as of March 31, 1998 and the related  statements of operations,
changes in shareholders'  equity and cash flows for the three months ended March
31,  1998  and  1997,  included  in the  accompanying  Securities  and  Exchange
Commission  Form 10-Q for the period  ended  March 31, 1998 in  accordance  with
Statements  on  Standards  for  Accounting  and  Review  Services  issued by the
American Institute of Certified Public Accountants.  All information included in
these financial  statements is the  representation of the management of National
Properties Investment Trust.

     A review of interim financial information consists principally of inquiries
of company personnel and analytical  procedures applied to financial data. It is
substantially less in scope than an audit conducted in accordance with generally
accepted  auditing  standards,  the  objective of which is the  expression of an
opinion regarding the financial statements taken as a whole. Accordingly,  we do
not express such an opinion.

     Based on our reviews,  we are not aware of any material  modifications that
should  be made  to the  accompanying  financial  statements  for  them to be in
conformity with generally accepted accounting principles.

     We have previously  audited, in accordance with generally accepted auditing
standards, the balance sheet as of December 31, 1997, and the related statements
of operations,  shareholders' equity and cash flows for the year then ended (not
presented  herein).  In  our  report  dated  March  4,  1998,  we  expressed  an
unqualified  opinion  on  those  financial  statements.   In  our  opinion,  the
information set forth in the accompanying balance sheet as of December 31, 1997,
is fairly stated in all material  respects in relation to the balance sheet from
which it has been derived.

<PAGE>

     The accompanying  financial statements have been prepared assuming that the
Trust will continue as a going concern.  As discussed in Note 7 to the financial
statements,  the  Trust  has  sold  its real  property  and its  sole  remaining
substantial asset is an interest in Philips International Realty Corp. The Trust
does not  currently own any operating  assets.  These factors raise  substantial
doubt about the Trust's  ability to  continue as a going  concern.  Management's
plans in regard to these  matters are also  discussed  in Note 7. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

                                     Respectfully submitted,


                       /s/ Bernardi, Alfin & Koos, L.L.C.

                                     BERNARDI, ALFIN & KOOS, L.L.C.
                                     Certified Public Accountants


<PAGE>

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

<TABLE>
<CAPTION>
                                                       (Reviewed)   (Audited)
                                                        March 31,  December 31,
                                                          1998         1997

ASSETS:
<S>                                                    <C>         <C>        
      Investments in personal property                 $     4,005 $     4,287
      Cash and cash equivalents                                -        32,171
      Receivables                                              -         1,314
      Investments                                          400,000   1,412,800
      Other assets                                             -         1,543
                                                       ----------- -----------
                                                       $   404,005 $ 1,452,115
                                                        ========== ===========

LIABILITIES:
      Accounts payable, accrued expenses and
        checkbook overdraft                            $     6,536 $    31,755
      Security deposits held and prepaid rent                8,575       8,575
      Due to shareholders                                      635         -
      Note payable                                          89,821      89,821
                                                       ----------- -----------
           Total Liabilities                               105,567     130,151
                                                       ----------- -----------
SHAREHOLDERS' EQUITY:
      Shares of beneficial interest, no par value, unlimited
        authorization, shares issued and outstanding were
        747,553 in 1998 and 749,276 in 1997             11,791,190  11,791,190
      Accumulated deficit                              (11,492,752)(10,469,226)
                                                       ----------- -----------

           Total Shareholders' Equity                      298,438   1,321,964
                                                       ----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             $   404,005 $ 1,452,115
------------------------------------------             =========== ===========



    The accompanying notes are an integral part of the financial statements.
</TABLE>

<PAGE>
                      NATIONAL PROPERTIES INVESTMENT TRUST
                           CANTON CENTER, CONNECTICUT
                      COMPARATIVE STATEMENT OF OPERATIONS
                         See Accountants' Review Report

<TABLE>
<CAPTION>

                                                        For the Quarter Ended
                                                               March 31,
                                                             1998       1997
INCOME (LOSS) FROM OPERATIONS OF DISCONTINUED
          LAKE MARY REAL ESTATE:
<S>                                                        <C>       <C>      
         Gross rental income                               $    -    $  87,016
         Rental expenses                                        -      (62,477)
         General and administrative expenses                (10,726)   (23,547)
                                                            -------    -------
           Net Income (Loss) from Property Operations       (10,726)       992
                                                            -------    -------

OTHER INCOME:
         Interest income                                        -          109
                                                            -------    -------
NET INCOME (LOSS)                                          $(10,726)  $  1,101
                                                           ========   ========


INCOME (LOSS) PER SHARE OF BENEFICIAL INTEREST             $  (0.01)  $    -
                                                           ========   ========
AVERAGE NUMBER OF SHARES OF BENEFICIAL
         INTEREST                                           747,553    728,323
                                                           ========   ========

    The accompanying notes are an integral part of the financial statements.
</TABLE>

<PAGE>
                      NATIONAL PROPERTIES INVESTMENT TRUST
                           CANTON CENTER, CONNECTICUT
            COMPARATIVE STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                         See Accountants' Review Report

<TABLE>
<CAPTION>

                                            For the Quarter Ended      For the Quarter Ended

                                                   March 31,                   March 31,
                                                     1998                        1997
                                             Shares        Amount       Shares        Amount
SHARES OF BENEFICIAL INTEREST

<S>                                          <C>        <C>             <C>       <C>         
     Balance - Beginning of the Period       747,553    $ 11,791,190    718,860   $ 11,735,447

     Shares issued                               -             -         30,416         36,900
                                             -------      ----------    -------     ----------

     Balance - End of the Period             747,553    $ 11,791,190    749,276   $ 11,772,347
                                             =======    ============    =======   ============


ACCUMULATED DEFICIT
     Balance - Beginning of the Period                  $(10,469,226)             $(11,329,767)

     Net income (loss)                                       (10,726)                    1,101

     Dividends paid                                       (1,012,800)                      -
                                                         -----------                -----------

     Balance - End of the Period                        $(11,492,752)             $ (11,328,666)
                                                        ============              =============




    The accompanying notes are an integral part of the financial statements.
</TABLE>

<PAGE>
                           CANTON CENTER, CONNECTICUT
                       COMPARATIVE STATEMENT OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents
                         See Accountants' Review Report

<TABLE>
<CAPTION>

                                                          For the Quarter Ended
                                                                March 31,
                                                         1998          1997

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                         <C>       <C>     
     Net income (loss)                                      $(10,726) $  1,101
                                                            --------  --------
     Adjustments to reconcile net income to net cash
      provided by (used in) operating activities

          Depreciation and amortization                          282    13,097

          Changes in  Assets and Liabilities:
              Receivables                                      1,314      (715)
              Other assets                                     1,543     7,823
              Accounts payable and accrued expenses          (25,219)  (29,168)
              Security deposits held and prepaid rent            -       3,162
                                                              ------    ------
                  Total Adjustments                          (22,080)   (5,801)
                                                             -------    ------
     Net Cash Provided By (Used In) Operating Activities     (32,806)   (4,700)
                                                             -------    ------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of personal property                               -     (45,223)
                                                             -------   -------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Principal payments on debt                                  -      (7,024)
     Proceeds from the issuance of  shares                       -      36,900
     Due to shareholders                                         635       -
                                                              ------    ------
          Net Cash Provided By Financing Activities              635    29,876
                                                              ------    ------


NET DECREASE IN CASH AND CASH EQUIVALENTS                    (32,171)  (20,047)

CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD            32,171    44,403
                                                              ------    ------

CASH AND CASH EQUIVALENTS, END OF THE PERIOD                $    -    $ 24,356
                                                            ========  ========










  The accompanying notes are an integral part of the financial statements.
</TABLE>

<PAGE>
                      NATIONAL PROPERTIES INVESTMENT TRUST
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - Organization and Summary of Accounting Policies:
              A. Organization:
                  National Properties Investment Trust (formerly Richard Roberts
              Real Estate Growth Trust I) (the "Trust") was organized on January
              16, 1985 as a  Massachusetts  Business  Trust.  The Trust  invests
              directly in equity  interests  in  commercial,  industrial  and/or
              residential   properties   in  the   United   States   which  have
              income-producing  capabilities  and intends to hold its properties
              for long-term investment.

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

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

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

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


<PAGE>



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

              D.  Income Taxes:
                  The Trust has made for prior  years,  and  intends to make for
              1998, an election to file as a real estate investment trust (REIT)
              for federal tax purposes,  and if so qualified,  will not be taxed
              on earnings distributed to shareholders. Accordingly, no provision
              for federal income taxes has been made for the periods ended March
              31,  1998 and March 31,  1997.  However,  the Trust is  subject to
              state income taxes, where applicable.

              E.  Depreciation:
                  Depreciation was computed using the straight-line  method over
              an estimated depreciable life of 7 years for personal property.

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

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


NOTE 2 - Related Party Transactions:

                  The  Trust  offices  are  located  at  premises  owned  by the
              Managing Trustee.  No rent was charged to the Trust in the quarter
              ended March 31, 1998,  however,  the Trust paid utility  bills for
              the office of $338 in the quarter ended March 31, 1998.


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


NOTE 4 - Investments:

                  Investments  consist of 8,000 shares of Philips  International
              Realty Corp.  common stock valued at $50 per share,  which was the
              value  assigned to the shares on December  31, 1997 as part of the
              sales transaction.


NOTE 5 - Investment in Personal Property:

                  All of the Trust's  property is recorded at  historical  cost.
              The Trust's property and equipment are as follows:

<TABLE>
<CAPTION>
                                                         March 31, December 31,
                                                           1998       1997
                                                           ----       ----
<S>                                                    <C>       <C>  
Furnishings and Equipment ..................               6,545      6,545
Less: Accumulated Depreciation .............             ( 2,540)   ( 2,258)
                                                          ------     ------
  Net Investment in Personal Property ......              $4,005     $4,287
                                                          ======     ======
</TABLE>


NOTE 6- Receivables:
                  Receivables consist of the following:
<TABLE>
<CAPTION>
                                                           3/31/98     12/31/97
<S>                                                      <C>             <C>   
Tenant Receivables ...............................       $   --          $1,314
Allowance for Doubtful Accounts ..................           --            --
                                                         --------        ------
Tenant Receivables net of Allowance ..............       $   --          $1,314
                                                         ========        ======
</TABLE>


NOTE 7 - Note Payable:

                  As part of the  sale of the  Lake  Mary  property,  the  Trust
              entered into a secured  non-recourse note agreement for settlement
              adjustments  in favor of the  purchaser.  The note  balance  as of
              March 31,  1998 and  December  31, 1997 was  $89,821.  The note is
              secured by 4,000  shares of Phillips  International  Realty  Corp.
              stock.


NOTE 8- Going Concern:

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


NOTE 9- Sale of Lake Mary Property:

                  The Trust  exchanged  its sole real estate  holding for 32,000
              shares of the Common Stock of New REIT,  valued at $1,600,000 plus
              the assumption of its first mortgage.  The total selling price was
              $2,161,940,  resulting in a gain of $1,106,368.  The Trust remains
              contingently liable on the first mortgage.

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

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


NOTE 10- Dividends Paid to Shareholders:

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


<PAGE>



NOTE 11- Contingencies:

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

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

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

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

NOTE 11- Contingencies: (Continued)

                  A  lawsuit  has been  brought  by a  successor  of the  former
              Advisor ("Former Advisor") in the State of Connecticut against the
              Trust,   Peter   Stein  (the   Managing   Trustee  of  the  Trust)
              individually,  and First  Investment  Properties,  Inc.  (a former
              Advisor  of the  Trust)  for  $105,000  plus  interest,  costs and
              attorney's  fees.  The suit  contends  that the Trust  assumed and
              ratified the contract between First Investment  Properties,  Inc.,
              which succeeded the Former Advisor as Advisor.  The Trust contends
              it was never  party to the  contract  and  intends  to  vigorously
              defend these actions which it considers  groundless.  The ultimate
              resolution of these matters is not  ascertainable at this time. No
              provision  has been made in the  financial  statements  related to
              these claims.  Peter Stein,  the Managing  Trustee,  has put 2,100
              shares of Phillips  International Realty Corp. stock, owned by him
              individually,  in escrow as collateral  pending a judicial outcome
              in Florida.

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


NOTE 12- Supplemental Disclosure of Cash Flow Information:

<TABLE>
<CAPTION>
                                                          3-31-98      3-31-97
Cash paid during the year -
<S>                                                     <C>           <C>   
    Income taxes ..........                             $      --     $   --
    Interest ..............                             $      --     $ 14,579

Non-cash transactions -
    20,246 shares of Philips International
       Realty Corp. common stock distributed 
       as a property dividend ............               $1,012,800   $   --

</TABLE>



<PAGE>


Signatures

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

NATIONAL PROPERTIES INVESTMENT TRUST



Date:                       By:   \s\ Peter M. Stein
                                  Peter M. Stein
                                  Managing Trustee

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

Signature                  Title                             Date


 
/s/ Peter M. Stein       Managing Trustee                   5/15/98
Peter M. Stein



/s/ Jay Goldman          Trustee                            5/15/98
Jay W. Goldman



/s/ Robert Reibstein     Trustee                            5/15/98
Robert Reibstein