SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                   ******************************************

                                   FORM 10-Q

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

                   ******************************************
                       For the quarter ended JUNE 30, 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 August 2, 1999: 1,100,503



<PAGE>
                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                         INDEX OF FINANCIAL INFORMATION
                       -----------------------------------
                                                                            PAGE
PART I   FINANCIAL INFORMATION                                              ----

Item 1   Financial Statements

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

         Consolidated Statements of Operations (unaudited) for the
         three months ended June 30, 1999 and 1998........................... 4

         Consolidated Statements of Cash Flows (unaudited)
         for the three months ended June 30, 1999 and 1998................... 5

         Notes to Consolidated Financial Statements.......................... 7

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

PART II  OTHER INFORMATION/SIGNATURE

Item 4   Submission of Matters to a Vote of Security Holders................. 20

Item 6   Exhibits and Reports on Form 8-K.................................... 21

         Signature........................................................... 22
<PAGE>
<TABLE>
                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
                      -------------------------------------
<CAPTION>
                                                                                June 30,          December 31,
                                                                           --------------       ---------------
                                                                                 1999                 1998
                                                                           --------------       ---------------
ASSETS
<S>                                                                         <C>                  <C>
Real estate assets:
    Land................................................................... $  8,247,900         $  2,884,500
    Buildings and improvements.............................................   55,572,437           15,399,690
    Furniture, fixtures & equipment........................................    3,739,744            1,025,222
Less:  accumulated depreciation............................................   (2,245,207)          (1,664,678)
                                                                           --------------       ---------------
    Net real estate assets.................................................   65,314,874           17,644,734

Investment in unconsolidated Joint Venture.................................    1,687,332                    -
Cash and cash equivalents..................................................      396,381              158,302
Restricted cash............................................................    1,719,992              458,877
Receivables and other assets...............................................      173,713              694,998
Deferred financing costs, less accumulated amortization of $97,583 and
    $77,258 at June 30, 1999 and December 31, 1998, respectively...........      147,981              139,064
Deferred leasing costs, less accumulated amortization of $46,203 and
    $32,861 at June 30, 1999 and December 31, 1998, respectively...........       51,069               52,203
                                                                           --------------       ---------------
Total assets............................................................... $ 69,491,342         $ 19,148,178
                                                                           ==============       ===============

LIABILITIES AND SHAREHOLDERS' EQUITY

Mortgage notes payable..................................................... $ 55,231,119         $ 13,640,065
Line of credit.............................................................      935,000            2,000,000
Accounts payable and accrued liabilities...................................    1,642,933              546,249
Distribution payable.......................................................      158,591                    -
Acquisition advances from Joint Venture....................................      363,837                    -
                                                                           --------------       ---------------
         Total liabilities.................................................   58,331,480           16,186,314
                                                                           --------------       ---------------

Minority interests of unitholders in Operating Partnership:
    Preferred partnership interests........................................    8,521,239                    -
    Common partnership interests...........................................      476,518              534,892
                                                                           --------------       ---------------
         Total minority interests..........................................    8,997,757              534,892


Shareholders' equity:
    Shares of beneficial interest, without par value.......................   19,502,907           19,502,911

    Cumulative earnings....................................................   37,037,727           37,302,590

    Cumulative distributions...............................................  (54,378,529)         (54,378,529)
                                                                           --------------       ---------------
         Total shareholders' equity........................................    2,162,105            2,426,972
                                                                           --------------       ---------------
Total liabilities and shareholders' equity................................. $ 69,491,342         $ 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                For the six months
                                                                            ended June 30,                      ended June 30,
                                                                    -------------------------------    -----------------------------
                                                                         1999              1998             1999            1998
                                                                    -------------     -------------    -------------   -------------
REVENUES
<S>                                                                   <C>                <C>             <C>             <C>
     Rental revenues ..............................................   $2,170,334         $ 987,560       $3,168,723      $1,964,375
     Other property revenues.......................................      105,492            35,034          145,866          74,350
     Other income..................................................        6,270             1,032           18,270           1,629
                                                                    -------------     -------------    -------------   -------------
                                                                       2,282,096         1,023,626        3,332,859       2,040,354
                                                                    -------------     -------------    -------------   -------------
EXPENSES

     Property operating and maintenance............................      846,533           430,974        1,244,082         803,644
     Depreciation and amortization.................................      427,314           160,475          593,871         319,223
     Amortization of deferred financing costs......................       12,599             7,727           20,325          15,452
     Interest expense .............................................      956,304           330,224        1,288,383         661,715
     General and administrative ...................................      118,300           194,510          261,837         299,711
     Unusual item .................................................            -          (349,351)               -        (261,386)
                                                                    -------------     -------------    -------------   -------------
                                                                       2,361,050           774,559        3,408,498       1,838,359
                                                                    -------------     -------------    -------------   -------------

     Income (loss) before equity in loss of unconsolidated
         Joint Venture and minority interests .....................      (78,954)          249,067          (75,639)        201,995

     Equity in loss of unconsolidated Joint Venture ...............      (17,768)                -          (17,768)              -
                                                                    -------------     -------------    -------------   -------------

     Income (loss) before minority interests ......................      (96,722)          249,067          (93,407)        201,995

     Minority interests in Operating Partnership:
         Preferred partnership interests ..........................      229,830                 -          229,830               -
         Common partnership interests .............................      (58,973)           45,660          (58,374)         37,031
                                                                    -------------     -------------    -------------   -------------

     Net income (loss) ............................................   $ (267,579)        $ 203,407       $ (264,863)     $  164,964
                                                                    =============     =============    =============   =============

NET INCOME (LOSS) PER SHARE - BASIC ...............................      $ (0.24)           $ 0.19          $ (0.24)         $ 0.15
                                                                    =============     =============    =============   =============

NET INCOME (LOSS) PER SHARE - DILUTED .............................      $ (0.24)           $ 0.19          $ (0.24)         $ 0.15
                                                                    =============      =============   =============   =============


WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC .......................    1,100,503         1,080,508        1,100,504       1,080,509
                                                                    =============     =============    =============   =============

WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED .....................    1,343,049         1,323,054        1,343,050       1,323,055
                                                                    =============     =============    =============   =============

<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 six months ended June 30,
                                                                              ------------------------------------
                                                                                 1999                     1998
                                                                              -----------              -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                           <C>                       <C>
Net income (loss) .....................................................       $ (264,863)               $ 164,964
                                                                              -----------              --------------

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

        Depreciation and amortization .................................          593,871                  319,223
        Amortization of deferred financing costs ......................           20,325                   15,452

        Equity in loss of unconsolidated Joint Venture ................           17,768                        -
        Minority interests in Operating Partnership:
           Preferred partnership interests ............................          229,830                        -
           Common partnership interests ...............................          (58,374)                  37,031
        Changes in assets and liabilities, net of the effect
        of real estate assets acquired
           Restricted cash ............................................         (235,645)                (120,906)
           Receivables and other assets ...............................           (5,307)                 (13,133)
           Capitalized leasing costs ..................................          (12,213)                 (12,979)
           Accounts payable and accrued liabilities ...................          297,565                   67,873
                                                                              -----------              -----------

        Total adjustments .............................................          847,820                  292,561
                                                                              -----------              -----------

Net cash provided by operating activities .............................          582,957                  457,525
                                                                              -----------              -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of real estate assets ........................................       (6,066,073)                       -
Capital expenditures ..................................................         (191,848)                 (70,291)
Investment in unconsolidated Joint Venture ............................       (1,705,100)                       -
Acquisition advances from Joint Venture ...............................          363,837                        -
                                                                              -----------              -----------

Net cash used in investing activities .................................       (7,599,184)                 (70,291)
                                                                              -----------              -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

Deferred financing costs ..............................................          (29,242)                       -
Principal repayments on line of credit ................................       (1,065,000)                (255,000)
Principal repayments on mortgage notes payable ........................         (101,449)                 (70,791)
Purchase of retired shares ............................................               (3)                     (14)
Proceeds from issuance of preferred partnership interests .............        8,450,000                        -
                                                                              -----------              -----------

Net cash provided by (used in) financing activities ...................        7,254,306                 (325,805)
                                                                              -----------              -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS .............................          238,079                   61,429

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ......................          158,302                  282,851
                                                                              -----------              -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ............................       $  396,381                $ 344,280
                                                                              ===========              ===========

<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)
                                  June 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 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"),  a Delaware
         limited  partnership.  As of June 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 June 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 June 30,  1999,  the
         average occupancy of Vinings portfolio,  including the communities held
         by the unconsolidated joint venture, was 94%.


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
<PAGE>
         management,  all  adjustments  necessary  (consisting  only  of  normal
         recurring  adjustments)  for a fair  presentation  have been  included.
         Operating  results for the six month period ended June 30, 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 on the  accompanying  balance sheets is calculated based on
         the common unitholders'  minority interest ownership percentage (18.06%
         as of June 30, 1999)  multiplied  by the  Operating  Partnership's  net
         assets.  The minority  interests of the  preferred  unitholders  on the
         accompanying  balance sheet represents cash contributed in exchange for
         those  units  and the  accrued  liquidation  preference  of  $0.21  per
         Preferred  Unit ($71,239 at June 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  number of common  shares of  beneficial
         interest  in Vinings  (the  "Shares")  and  ordinary  interests  in the
         Operating  Partnership  (the  "Common  Units")  outstanding  during the
         period.  The minority  interests of the  preferred  unitholders  on the
         statements of operations represents the accrued preferred 11% return on
         the  Preferred  Units  ($158,591  at June  30,  1999)  and the  accrued
         liquidation  preference of $0.21 per  Preferred  Unit for the three and
         six months ended June 30, 1999. 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.


         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>

<CAPTION>
                                                                      For the three months        For the six months
                                                                          Ended June 30,             Ended June 30,
                                                                    -------------------------  --------------------------
                                                                        1999          1998         1999           1998
                                                                    -------------------------  --------------------------

         <S>                                                        <C>             <C>         <C>             <C>
          Net income (loss) - basic .............................   $(267,579)      $203,407    $(264,863)      $164,964
           Minority interests in Operating Partnership:
              Preferred partnership interests ...................           -             -            -              -
              Common partnership interests ......................      58,973         45,660       58,374         37,031
                                                                  ---------------------------  ---------------------------
          Total minority interest ...............................      58,973         45,660       58,374         37,031
                                                                  ---------------------------  ---------------------------

          Net income (loss) - diluted ...........................   $(326,552)      $249,067    $(323,237)      $201,995
                                                                  ===========================  ===========================

          Weighted average shares - basic .......................   1,100,503      1,080,508    1,100,504      1,080,509
          Dilutive Securities:
              Weighted average Common Units .....................     242,546        242,546      242,546        242,546
              Weighted average Preferred Units ..................           -             -             -              -
              Share options .....................................           -             -             -              -
                                                                  ===========================  ===========================
          Weighted average shares - diluted .....................   1,343,049      1,323,054    1,343,050      1,323,055
                                                                  ===========================  ===========================
</TABLE>
<PAGE>
         Both common and preferred  units in the Operating  Partnership  held by
         the minority  unitholders  are  redeemable for Shares of the Trust on a
         one-for-one  basis,  or for cash,  at the option of the Trust.  For the
         three months and the six months ended June 30, 1999 options to purchase
         108,750  shares  were  excluded  and for the three  months  and the six
         months  ended June 30,  1998  options  to  purchase  26,000  shares and
         107,250  shares,  respectively,  were  excluded  as the  impact of such
         options was antidilutive. For the three months and the six months ended
         June 30, 1999 the Preferred  Units,  as hereinafter  defined,  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.


         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, as hereinafter
         defined.  A total of  approximately  $749,200  in  escrows  held by the
         mortgagees was also purchased.
<PAGE>
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 two month  period from May 1,
         1999 to June 30, 1999:

                                                            For the two
                                                            months ended
                                                                June
                                                              30, 1999
                                                            ------------

Revenues .................................................   $1,190,696

Expenses:
     Property operating and maintenance ..................      454,936
     Depreciation and amortization .......................      247,522
     Interest expense ....................................      577,077
                                                            ------------
         Total Expenses ..................................    1,279,535
                                                            ------------

Net loss for Joint Venture ...............................      (88,839)

     Vinings equity percentage ...........................           20%
                                                            ------------
Vinings equity in loss of unconsolidated Joint Venture ...   $  (17,768)
                                                            ============

Distributions received by Vinings from Joint Venture .....            -
                                                            ============
Cash flows provided by operating activities ..............   $  230,718
                                                            ============
Cash flows used in investing activities ..................   (8,515,391)
                                                            ============
Cash flows provided by financing activities ..............   $8,469,027
                                                            ============

<PAGE>
The following  summarizes the balance sheet of the Joint Venture as of June
30, 1999:

Real estates assets, net of accumulated depreciation .....  $46,863,523
Cash and other assets ....................................    1,766,309
                                                            ------------
          Total assets ...................................  $48,629,832
                                                            ============

Mortgage notes payable ...................................  $39,233,809
Other liabilities ........................................      959,762
                                                            ------------
     Total liabilities ...................................   40,193,571
                                                            ------------

Capital - Vinings ........................................    1,687,332
Capital - Other ..........................................    6,748,929
                                                            ------------
     Total capital .......................................    8,436,261
                                                            ------------

          Total liabilities and capital ..................  $48,629,832
                                                            ============

         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%.


NOTE 5 - SHAREHOLDERS' EQUITY AND PREFERRED PARTNERSHIP INTERESTS

         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 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.
<PAGE>
         As of June 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.


NOTE 6 - NOTES PAYABLE


         Mortgage Notes Payable
         ----------------------
         Mortgage  notes  payable  were  secured  by  the  following   apartment
         communities at June 30, 1999 and December 31,1998, as follows:
<TABLE>
<CAPTION>

                                                     Fixed Interest
                                                       Rate as of             Principal Balance as of
                                    Maturity            6/30/99             6/30/99            12/31/98
                               -----------------    --------------       -------------     --------------
<S>                                 <C>                   <C>             <C>                <C>
        The Thicket                 07/01/2003            9.04 %         $ 7,232,325         $ 7,262,759
        Windrush                    07/01/2024            7.50 %           6,330,992           6,377,306
        Cottonwood                  10/01/2036            8.875%           4,692,001                  -
        Delta Bluff                 08/01/2036            9.25 %           6,213,451                  -
        Foxgate I                   06/01/2037            8.50 %           6,610,467                  -
        Hampton House               08/01/2037            8.50 %           5,178,712                  -
        Heritage Place              10/01/2036            8.75 %           3,147,494                  -
        Northwoods                  06/01/2034            8.75 %           4,492,799                  -
        River Pointe                01/01/2037            8.625%           5,992,312                  -
        Trace Ridge                 07/01/2036            8.50 %           5,340,566                  -
                                                                         -------------     --------------

             Total                                                       $55,231,119         $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.
<PAGE>
         Scheduled  maturities of the mortgage notes payable as of June 30, 1999
         are as follows:

                         1999          $   156,196
                         2000              332,715
                         2001              361,792
                         2002              393,425
                         2003            7,314,761
                         Thereafter     46,672,230
                                       ------------
                         Total         $55,231,119
                                       ============

         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 at June 30,  1999 was  8.75%,  which is one  percent
         over prime as posted in The Wall Street Journal.  The principal balance
         of the line of credit as of June 30, 1999 was $935,000 and the maturity
         date is April 27, 2000.


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 and beginning  January 1, 1998,  The Vinings Group
         has charged  Vinings  for  certain  overhead  charges.  However,  while
         Vinings has been in its initial  growth  stages,  The Vinings Group has
         been committed to providing as many services as possible to promote the
         Trust's growth.
<PAGE>
         The following table reflects payments made to The Vinings Group:
<TABLE>
<CAPTION>

                                                Three months                      Six months
                                               Ended June 30,                    Ended June 30,
                                             1999           1998               1999           1998
                                          ----------     ----------         ----------     ----------
 Vinings
<S>                                       <C>              <C>               <C>            <C>
      Management fees..................... $ 97,111        $46,669           $153,295       $100,207
      Data processing fees................   15,352          6,840             22,192         13,680
      Overhead reimbursements.............   53,250         26,250            106,500         52,500
                                          ==========     ==========         ==========     ==========
           Total.......................... $165,713        $79,759           $281,987       $166,387
                                          ==========     ==========         ==========     ==========

 Joint Venture
      Management fees..................... $ 48,636          -                $48,636         -
      Data processing fees................    9,680          -                  9,680         -
                                          ==========     ==========         ==========     ==========
            Total......................... $ 58,316          -               $58,316          -
                                          ==========     ==========         ==========     ==========
</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.

         The officers of the Trust have not received  compensation  from Vinings
         for their services  through June 30, 1999 except for  restricted  stock
         awarded on July 1, 1998.


NOTE 8 - DISTRIBUTIONS

         There were no  distributions  declared or  distributed  for the periods
         ended  June 30,  1999 and 1998.  On August 6, 1999  Vinings  declared a
         dividend  of  five  cents  per  share  payable  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 6.


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.

<PAGE>
NOTE 10 - SUPPLEMENTAL CASH FLOW INFORMATION

         Vinings  paid  interest of  $1,241,232  and $650,130 for the six months
         ended June 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 June 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'
June 30, 1999 Condensed Consolidated Financial Statements.  As of June 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'
June 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 $1,253,232 or 123%, from $1,022,594
for the three  months ended June 30, 1998 to  $2,275,826  for the same period in
1999, and  $1,275,864 or 63%, from  $2,038,725 for the six months ended June 30,
1998 to $3,314,589  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 two months ended June 30,  1999,  which were not in
Vinings' portfolio during 1998.

Other  income  increased  $5,238 from $1,032 for the three months ended June 30,
1998 to $6,270 for the same period of 1999,  and $16,641 from $1,629 for the six
months ended June 30, 1998 to $18,270 for the same period in 1999.  The increase
was  due to  interest  earned  on  earnest  money  deposits  held in  escrow  in
connection with the acquisition of the Portfolio Properties.
<PAGE>
Property operating and maintenance  expense increased by $415,559,  or 96%, from
$430,974  for the three  months  ended June 30,  1998,  to $846,533 for the same
period in 1999,  and  $440,438,  or 55%,  from $803,644 for the six months ended
June 30,  1998 to  $1,244,082  for the same  period in 1999.  Of this  increase,
$457,559 was due to expenses  generated in connection with the Trusts' ownership
of the Vinings Properties for the two months ended June 30, 1999, which were not
in Vinings'  portfolio  during 1998.  This  increase was offset by a decrease in
operating  expenses  of $42,000  for the three  months and  $17,121  for the six
months ended June 30, 1999, due primarily to savings in Thicket's cable T.V. and
unit decorating expenses.

Depreciation  and  amortization  increased by $266,839 or 166% from $160,475 for
the three  months  ended June 30, 1998 to $427,314  for the same period in 1999,
and  $274,648 or 86%,  from  $319,223  for the six months ended June 30, 1998 to
$593,871  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 two months ended June 30,  1999,  which were not in Vinings'
portfolio during 1998.

Amortization of deferred  financing costs increased by $4,872 or 63% from $7,727
for the three months ended June 30, 1998 to $12,599 for the same period in 1999,
and $4,873 or 32% from $15,452 for the six months ended June 30, 1998 to $20,325
for  the  same  period  in  1999,  due to  costs  incurred  in  connection  with
refinancing of the line of credit.

Interest expense increased $626,080, or 190%, from $330,224 for the three months
ended June 30, 1998 to $956,304 for the same period in 1999,  and  $626,668,  or
95%, from $661,715 for the six months ended June 30, 1998 to $1,288,383, 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 two
months ended June 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.

General and  administrative  expense decreased $76,210 or 39%, from $194,510 for
the three  months  ended June 30, 1998 to $118,300  for the same period in 1999,
and  $37,874,  or 13% from  $299,711  for the six months  ended June 30, 1998 to
$261,837 for the same period in 1999.  For the three months ended June 30, 1999,
this decrease  consists of: (1) compensation  expense relating to the Restricted
Stock awarded on July 1, 1998  totaling  $80,000;  (2) corporate  communications
expense  totaling  $17,000;  and (3)  travel  expense  of  $6,800;  offset by an
increase in overhead  reimbursements  of $27,000.  For the six months ended June
30, 1999, this decrease  consists of: (1)  compensation  expense relating to the
Restricted  Stock  awarded  on July 1,  1998  totaling  $80,000;  (2)  corporate
communications expense totaling $11,000; (3) travel expense totaling $5,200; and
(4)  investor  relations  expense  totaling  $5,500;  offset by an  increase  in
overhead reimbursements totaling $54,000 and professional fees of $8,300.

The Unusual item,  net of ($349,351) for the three months and ($261,386) for the
six months  ended June 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 six months ended June 30, 1999.


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

Net cash  provided by  operating  activities  increased  $125,432  or 27%,  from
$457,525  for the six months  ended June 30, 1998 to $582,957 for the six months
ended June 30, 1999. This increase is due primarily to the Trust's  ownership of
the Vinings Properties for the two months ended June 30, 1999, which were not in
the Trust's portfolio during 1998.
<PAGE>
Cash flows used in investing  activities are made up of four 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;  and 4) cash used for capital  expenditures at the  properties,  which
increased $121,557,  or 173% from $70,291 for the six months ended June 30, 1998
to  $191,848  for the six  months  ended  June  30,  1999 due  primarily  to the
ownership  of the Vinings  Properties  for the two months  ended June 30,  1999,
which were not in Trust's portfolio during 1998.

Cash flows provided by financing  activities increased by $7,580,111 for the six
months  ended June 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  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
$1,065,000 during the second quarter of 1999 as compared to principal repayments
on the line of credit totaling  $255,000 for the same period during 1998; and 3)
cash used to make  principal  repayments  on  mortgage  notes  payable  totaling
$101,449  during the second quarter of 1999 as compared to principal  repayments
on mortgage notes payable totaling $70,791 for the same period during 1998.

The cash held by  Vinings  at June 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,  which will 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").
Vinings  believes that its testing of all systems  should be complete by the end
of the third quarter, 1999.
<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  $6,200.  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 not a cost of the Trust.  Any additional costs to upgrade or modify
these systems are not expected to be material.

None of the Portfolio  Properties when acquired had on-site  automated  systems.
Vinings has recently  obtained the  necessary  hardware and software to automate
these newly  acquired  communities  and is in the process of converting  them to
these newly  acquired  systems.  The  estimated  cost to automate the  Portfolio
Properties  with  systems  that will be Year  2000  compliant  is  approximately
$67,000, which is being financed over a period of time. In addition,  Vinings is
in the process of communicating  with the vendors and third party suppliers that
are used by the  Portfolio  Properties  in order to  determine  their  Year 2000
compliance.  This process is expected to by complete during the third quarter of
1999.

Vinings is  continuing  its  process of  determining  whether  many of its other
operational  systems are Year 2000 compliant and therefore  cannot  determine at
this time the potential impact on the Trust's financial condition and results of
operations.  These systems include  administrative systems as well as mechanical
systems.   However,   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 well in advance of January 1, 2000.

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.

<PAGE>
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.


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' June 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 June 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 and of
June 30, 1999 and should be read in conjunction with Vinings'  December 31, 1998
SEC form 10-K:

<TABLE>
<CAPTION>

                                                                                                    Fair Value
                                                                             There-                  June 30,
(In Thousands)           1999         2000       2001     2002     2003      after       Total         1999
-----------------------------------------------------------------------------------------------------------------
<S>                      <C>          <C>         <C>    <C>     <C>        <C>         <C>           <C>
Principal Reductions
  In Mortgage Notes      $ 156       $ 333       $ 362   $ 393    $7,315    $46,672     $55,231       $55,231

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

Line Of Credit           $ 935          -           -       -         -          -      $   935       $   935

Interest Rate            8.75%        -           -       -         -           -         8.75%         8.75%

-----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
                                     PART II

                                OTHER INFORMATION
                                -----------------

ITEM 4.    Submission of Matters to a Vote of Security Holders

The Trust held its  annual  meeting of  shareholders  for the fiscal  year ended
December  31,  1998 on June 29,  1999  (the  "Annual  Meeting").  At the  Annual
Meeting,  the  shareholders  voted to elect  Peter D. Anzo,  Stephanie  A. Reed,
Martin H. Petersen, Gilbert H. Watts, Jr., Phill D. Greenblatt, Henry Hirsch and
James D. Ross to serve as Trustees of the Trust until the 2000 annual meeting of
shareholders.  The  following  table sets forth the  results of the  shareholder
votes with respect to the election of the Trustees.

                 Trustees                     For         Against
                -----------               -----------    ---------
              Peter D. Anzo                1,056,033        622
              Stephanie A. Reed            1,056,033        622
              Martin H. Petersen           1,050,070      6,585
              Gilbert H. Watts, Jr.        1,050,008      6,647
              Phill D. Greenblatt          1,056,002        653
              Henry Hirsch                 1,056,002        653
              James D. Ross                1,054,870      1,785


PROPOSAL 2. To approve a proposal to amend the Trust's  Declaration  of Trust to
decrease the total  number of  authorized  shares of  beneficial  interest  from
unlimited  to  25,000,000  and to classify  all such shares as common  shares of
beneficial  interest or, if Proposal 3 is also approved by the shareholders,  to
decrease the total  number of  authorized  shares of  beneficial  interest  from
unlimited  to  32,050,000  and to classify  25,000,000  of such shares as common
shares of beneficial interest, as described in the Proxy Statement.

                                                        Broker
                For          Against      Abstain      Non-Vote
             ---------      ---------    ---------    ----------
              794,209         1,069        1,818        259,558


PROPOSAL 3. To approve a proposal to amend the Trust's  Declaration  of Trust 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,  as described in the Proxy  Statement.  The following
table  sets  forth the  results of the  shareholder  votes  with  respect to the
approval of Proposal 3.

                                                        Broker
                For          Against      Abstain      Non-Vote
             ---------      ---------    ---------    ----------
              761,347        33,807        1,942        259,558


PROPOSAL 4. To approve a proposal to amend the Trust's  Declaration  of Trust to
(a) provide the Trust with a perpetual existence,  (b) remove all references and
provisions  relating to the  Trust's  being  externally-advised  and the Trust's
prior operations as a mortgage real estate investment trust, (c) eliminate those
provisions  that  prohibit the Trust from  investing in certain  investments  in
which a Trustee or officer of the Trust has an interest and (d) eliminate  those
provisions  that  require the Trust to mail to  shareholders  certain  financial
information that is required to be disclosed to all  shareholders,  as described
in the Proxy  Statement.  The  following  table  sets  forth the  results of the
shareholder votes with respect to the approval of Proposal 4.

                                                        Broker
                For          Against      Abstain      Non-Vote
             ---------      ---------    ---------    ----------
              766,840        28,524        1,733        259,558


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

         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:   August 16, 1999