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 September 30, 1996          Commission file number 0-13693


                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES

               (Exact name of registrant as specified in charter)



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




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


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




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                     Yes X                   No
                        ---                     --



    Shares of Beneficial Interest outstanding at November 13, 1996: 1,080,531

<PAGE>


                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES

                         INDEX OF FINANCIAL INFORMATION


PART I   FINANCIAL INFORMATION                                          PAGE
------   ---------------------                                          ----

Item 1   Financial Statements

         Consolidated Balance Sheets at September 30, 1996 (unaudited)
         and December 31, 1995                                            3

         Consolidated Statements of Operations (unaudited) for the
         three and nine months ended September 30, 1996 and 1995          4

         Consolidated Statements of Shareholders' Equity for the
         year ended December 31, 1995 and the nine months
         ended September 30, 1996 (unaudited)                             5

         Consolidated Statements of Cash Flows (unaudited)
         for the nine months ended September 30, 1996 and 1995            6

         Notes to Consolidated Financial Statements                       7

Item 2   Management's Discussion and Analysis of Financial
         Condition and Results of Operations                              10

PART II  OTHER INFORMATION/SIGNATURE
-------  ---------------------------

Item 6    Exhibits and Reports on Form 8-K                                13

          Signature Page                                                  14

<PAGE>
<TABLE>
<CAPTION>

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                                                   September 30,         December 31,
                                                                       1996                  1995
                                                                  ----------------      ----------------
                                                                    (unaudited)
<S>                                                                <C>                   <C>
ASSETS

Real estate investments:
    Mortgage loans receivable, net of valuation allowance
        of $895,000 at December 31, 1995 (note 2)                  $            0        $      700,000

Real estate assets:
     Real estate assets less accumulated depreciation of
     $512,615 and $374,523 at September 30, 1996 and
     December 31, 1995 respectively (note 3)                           10,894,765             2,357,533
                                                                  ----------------      ----------------

                                                                       10,894,765             3,057,533

Cash and cash equivalents                                                 193,514            18,470,031
Cash escrows                                                              268,235                     0
Receivables and prepaid assets                                            223,079               346,057
Deferred costs less accumulated amortization of
     $37,258 and $23,754 at September 30, 1996 and
     December 31, 1995 respectively (note 4)                              221,298                 4,736
                                                                  ----------------      ----------------

Total Assets                                                       $   11,800,891        $   21,878,357
                                                                  ================      ================



LIABILITIES AND SHAREHOLDERS' EQUITY

Mortgage payable (note 6)                                          $    7,383,961        $            0
Line of credit (note 6)                                                 1,568,104                     0
Accounts payable and accrued liabilities                                  417,242               301,358
Due to affiliate                                                                0               292,887
                                                                  ----------------      ----------------

                                                                        9,369,307               594,245
                                                                  ----------------      ----------------
Shareholder's equity:
     Shares of beneficial interest, without par value,
        unlimited shares authorized, 1,080,540 shares
        issued and outstanding (note 8 )                               36,972,784            36,973,249

Cumulative earnings                                                    38,078,279            38,689,392

Cumulative distributions                                              (72,619,479)          (54,378,529)
                                                                  ----------------      ----------------
                                                                        2,431,584            21,284,112
                                                                  ----------------      ----------------

Total Liabilities and Shareholders' Equity                         $   11,800,891        $   21,878,357
                                                                  ================      ================

                            (See accompanying notes)
</TABLE>

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



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

                                                              1996            1995                1996            1995
                                                          -------------  ---------------      --------------  --------------
<S>                                                        <C>            <C>                  <C>             <C> 
REVENUES

     Interest income                                       $       399    $     105,843        $     92,302    $    757,491
     Income from partnership (note 5)                                0          430,040                   0       1,284,882
     Rental income                                             612,911          157,519             942,533         454,409
     Loan commitment fees                                            0            5,611                   0          16,835
     Miscellaneous income (note 2)                                   0                0             141,229               0
                                                          -------------  ---------------      --------------  --------------
                                                               613,310          699,013           1,176,064       2,513,617
                                                          -------------  ---------------      --------------  --------------

EXPENSES

     Investment advisor's fees                                       0          115,729             333,461         256,582
     Trustees' fees and expenses                                    20           16,498              44,797          51,373
     Professional fees                                          68,380           60,777             447,070         208,936
     Other operating expenses                                   78,505           59,198             242,680         190,315 
     Property operating expenses                               230,857           89,058             332,403         243,078
     Interest expense (note 6)                                 200,945                0             208,370               0
     Depreciation and amortization                             110,696          101,563             151,596         271,590
                                                          ------------   ---------------      --------------  --------------
                                                               689,403          442,823           1,760,377       1,221,874
                                                          -------------  ---------------      --------------  --------------

 Income (loss) before sale of real estate investment           (76,093)         256,190            (584,313)      1,291,743
                                                          -------------  ---------------      --------------  --------------

GAIN AND LOSS ON REAL ESTATE

 Gain (loss) on sale of real estate investment(notes 2&3)            0         (150,300)            (26,800)          2,525
 Allowance to reduce mortgage receivable to
   fair market value (note 2)                                        0                0                   0      (1,647,000)
                                                          -------------  ---------------      --------------  --------------
                                                                     0         (150,300)            (26,800)     (1,644,475)
                                                          -------------  ---------------      --------------  --------------

 Net income (loss)                                         $   (76,093)   $     105,890        $   (611,113)   $   (352,732)
                                                          =============  ===============      ==============  ==============

EARNINGS PER SHARE

  Income (loss) before sale of real estate investment      $     (0.07)   $        0.24        $      (0.54)   $       1.19
  Gain (loss) on sale of real estate investment                   0.00            (0.14)              (0.03)          (1.52)
                                                          -------------  ---------------      --------------  --------------

  Net income (loss)                                        $     (0.07)   $        0.10        $      (0.57)   $      (0.33)
                                                          =============  ===============      ==============  ==============

WEIGHTED AVERAGE NUMBER OF SHARES (Note 8)                   1,080,540        1,080,625           1,080,540       1,080,625
                                                          =============  ===============      ==============  ==============


                            (See accompanying notes)

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
 For the year ended December 31, 1995 and the nine months ended September 30, 1996
                                   (unaudited)



                                                Shares of                                        Total
                                               beneficial       Cummulative     Cummulative   shareholders'
                                                interest        earnings       distributions     equity
                                               ------------   --------------   ----------------------------
<S>                                             <C>            <C>              <C>             <C>

BALANCE AT DECEMBER 31, 1994                  $ 50,200,591   $   38,110,846   $(54,378,529)  $  33,932,908

Net Income                                               0          578,546              0         578,546

Distributions to shareholders
     (1.53 per share return of capital
     on a federal income tax basis)            (13,227,342)               0              0     (13,227,342)
                                               ------------   --------------   -------------  -------------

BALANCE AT DECEMBER 31, 1995                    36,973,249       38,689,392    (54,378,529)     21,284,112

Net Loss                                                 0         (611,113)              0       (611,113)

Retirement of Shares                                  (465)               0               0           (465)

Distributions to shareholders                            0                0    (18,240,950)    (18,240,950)
                                               ------------   --------------   -------------  -------------

BALANCE AT SEPTEMBER 30, 1996                 $ 36,972,784   $   38,078,279   $(72,619,479)  $   2,431,584
                                               ============   ==============   =============  =============
                        
                            (See accompanying notes)

</TABLE>


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

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

                                                                                      1996                   1995
                                                                                 ---------------        ----------------
<S>                                                                               <C>                   <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                                          $    (611,113)        $      (352,732)

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

        Depreciation and amortization                                                   151,596                 271,590
        (Gain) loss on sale of real estate (note 3)                                      26,800               1,644,475
        Decrease (increase) in escrows                                                 (268,236)                      0
        Decrease (increase) in deferred lease commissions                                (5,639)                      0
        Decrease (increase) in interest receivable and prepaid assets                   122,978                 109,646
        (Decrease) increase in accounts payable, accrued liabilities
            and due to affiliate                                                       (177,003)                    353
                                                                                 ---------------        ----------------

        Total adjustments                                                              (149,504)              2,026,064
                                                                                 ---------------        ----------------

Net cash provided by (used in) operating activities                                    (760,617)              1,673,332
                                                                                 ---------------        ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of The Thicket Apartments (note 3)                                          (8,660,900)                      0
Peachtree capital expenditures                                                           (9,077)                   (297)
The Thicket capital expenditures                                                         (5,347)                      0
Principal payment on Hall Street note (note 2)                                                0               2,000,000
Net proceeds from sale of Hawthorne (notes 2 & 3)                                       673,200               3,264,696
Net proceeds from sale of Arbutus & Pacesetter (note 2)                                       0               6,384,700
                                                                                 ---------------        ----------------

Net cash provided by (used in) investing activities                                  (8,002,124)             11,649,099

CASH FLOWS FROM FINANCING ACTIVITIES:

Net proceeds from mortgage payable (note 6)                                           7,392,000                       0
Net proceeds from line of credit (note 6)                                             1,568,104                       0
Deferred financing costs (note 4)                                                      (224,426)                      0
Principal repayment on mortgage payable (note 6)                                         (8,039)                      0
Purchase of retired shares                                                                 (465)                      0
Distributions to shareholders                                                       (18,240,950)             (6,310,850)
                                                                                 ---------------        ----------------
Net cash provided by (used in) financing activities                                  (9,513,776)             (6,310,850)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                (18,276,517)              7,011,581

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                     18,470,031               2,555,662
                                                                                 ---------------        ----------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                        $     193,513         $     9,567,243
                                                                                 ===============        ================
                            (See accompanying notes)

<FN>

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

The Trust sold Hawthorne Research and Development Facility on March 30, 1995 for $5,095,000.  The Trust took back a note for
$1,595,000 which was discounted to $1,493,200 due to its below-market interest rate. As of September 30, 1995, the amortized
discount increased the note balance to $1,518,650 (see note 2).
</FN>
</TABLE>
<PAGE>

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 1996
                                   (unaudited)


NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

The  financial  statements  of the Trust are  consolidated  and  include all the
accounts  of  the  Trust,  its  wholly-owned  operating   partnership,   Vinings
Investment  Properties,  L.P., a Delaware  limited  partnership  (the "Operating
Partnership"),  and  subsidiaries.  Through its  ownership of Vinings  Holdings,
Inc., a Delaware  corporation  and  wholly-owned  subsidiary  which is a limited
partner of the Operating  Partnership,  and its limited and general  partnership
interests in the Operating  Partnership,  the Trust was a 100% economic owner of
the  Operating  Partnership  at September  30, 1996 (this  structure is commonly
referred  to  as  an  umbrella  partnership  real  estate  investment  trust  or
"UPREIT").  The term "Trust" as used herein means the Trust and its subsidiaries
on  a  consolidated   basis   (including  the  Operating   Partnership  and  its
subsidiaries),  or, where the context so requires, Vinings Investment Properties
Trust only.  Certain prior period amounts have been reclassified to conform with
the current financial statement presentation.

     The consolidated financial statements have been prepared in accordance with
generally accepted accounting  principles for interim financial  information and
with  the   instructions  to  Form  10-Q  and  Article  10  of  Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments necessary for a fair presentation
have been included. Operating results for the nine month period (consisting only
of normal recurring  adjustments)  ended September 30, 1996 are not necessarily
indicative of the results that may be expected for the year ending  December 31,
1996.

     For further information, refer to the consolidated financial statements and
footnotes  thereto  included  in the  Vinings  Investment  Properties  Trust and
Subsidiaries  (formerly known as Mellon Participating  Mortgage Trust Commercial
Properties  Series 85/10 and  Subsidiaries)  Annual  Report on Form 10-K for the
year ended December 31, 1995.


NOTE 2 - MORTGAGE LOANS RECEIVABLE

Hall Street Investment
----------------------

On February  22, 1995,  the borrower  prepaid the  outstanding  note  receivable
balance of $2 million with  accrued  interest.  On February 26, 1996,  the Trust
received  $141,229 from the termination of the  Receivership for the Hall Street
Property.  The Trust  had  completed  the  foreclosure  sale of the Hall  Street
Industrial Complex on October 4, 1994.

Hawthorne Research and Development Facility
-------------------------------------------

On March 30, 1995, the Trust closed the sale of this  investment (see note 3) to
Greens  Realty  Partnership,   L.P.,  a  California  limited  partnership,   for
$5,095,000 of which  $3,500,000  was paid at closing.  The balance of $1,595,000
(the "Hawthorne  Note"),  was payable pursuant to a non-recourse  purchase money
note with an interest  rate of 5% per annum and was secured by a purchase  money
deed of trust.

On January 3, 1996, the Trust sold the Hawthorne Note for $700,000.  At December
31,  1995,  the  Trust  had  established  a  valuation  allowance  of  $895,000.
Commissions  and fees related to the  Hawthorne  Note were paid in January 1996,
resulting in an additional loss on sale of $26,800.

Arbutus and Pacesetter Investment
---------------------------------

The Trust's  investment in the Arbutus  Shopping Center and Pacesetter  Shopping
Center had been at  respective  book values of  $4,350,000  and  $3,812,000.  On
August 12, 1995,  the Trust closed the sale of the two  mortgages at  $3,615,000
for Arbutus and $2,900,000 for Pacesetter.  These sales resulted in a total loss
of  $1,797,300,  comprised of a $1,647,000  write-down to reflect the realizable
value plus selling and legal expenses of $150,300.

NOTE 3 - REAL ESTATE ASSETS

The Thicket Apartments
----------------------

On June 28, 1996,  Thicket  Apartments,  L.P. ("Thicket LP"), a Delaware limited
partnership and an indirect  wholly-owned  subsidiary of the Trust, acquired The
Thicket  Apartments,  a 254-unit apartment complex located in Atlanta,  Georgia.
Thicket  LP  purchased  The  Thicket  Apartments  for a cash  purchase  price of
$8,650,000,  financed by a mortgage loan on the acquired property of $7,392,000.
The Trust also obtained a secured line of credit, a portion of which was used to
finance the transaction. Occupancy was 99% at September 30, 1996.

Peachtree Business Center
-------------------------

PBC  Acquisition  Inc., a wholly owned  subsidiary of the Trust,  owns Peachtree
Business Center  ("Peachtree"),  a single-story business park with approximately
75,000 square feet of gross leasable  space,  located in  metropolitan  Atlanta,
Georgia. Occupancy was 100% at September 30, 1996.

Hawthorne Research and Development Facility
-------------------------------------------

This  investment  was a $14.25 million first mortgage loan secured by a research
and development facility located in Hawthorne,  California.  The borrower was an
independent  entity that leased the entire facility to the Northrop  Corporation
through January 31, 1994. The scheduled maturity for the loan was May 31, 1995.

In January 1992,  the borrower  defaulted on the loan. On February 26, 1992, the
Trust obtained a court-appointed  receiver that ultimately resulted in the Trust
receiving  title to the land and buildings  ("Hawthorne")  through a foreclosure
sale on June 19, 1992. In January  1994,  the Northrop  Corporation  vacated the
building.

The value of this investment was unfavorably  impacted by declining rental rates
for research and development facilities in the Hawthorne area. From 1992 through
1994, the Trust reduced its carrying value to reflect this decline.  At December
31, 1994,  the Trust reduced this  investment  to its  estimated net  realizable
value of $4,605,072.

This  investment  was sold on March 30,  1995 (see note 2) for  $5,095,000.  The
recapture of depreciation taken on Hawthorne and additional  expenses paid after
the closing resulted in a realized gain of $152,825.


<PAGE>


NOTE 4 - DEFERRED COSTS

Deferred  costs  include  financing  costs  totaling  $224,426  related  to  the
acquisition of The Thicket Apartments which are being amortized over the life of
the  mortgage  loan,  and  leasing  commissions  totaling  $34,129  paid  to  an
unaffiliated management company that manages Peachtree Business Center which are
being   amortized  over  the  lives  of  the  individual   leases.   Accumulated
amortization as of September 30, 1996 totals $9,750 and $27,508 respectively.

NOTE 5 - INVESTMENT IN PARTNERSHIP

The Trust  invested $14.7 million as a limited  partner in a partnership  with a
total capitalization of $41.5 million that owns 33 stores leased to Pier 1 under
net leases with initial terms of fifteen years.  On December 31, 1995, the Trust
and MP GP, Inc. along with certain other partners of the Partnership  sold their
limited partner and general partner  interests,  respectively,  to Pier 1. Total
sales proceeds to the Trust and MP GP, Inc. were $15,788,680  which, after legal
and advisor fees of $189,648, resulted in a gain of $1,700,323.

NOTE 6 - NOTES PAYABLE

In connection with the acquisition of The Thicket Apartments, the Trust obtained
a note in the amount of $7,392,000  secured by a first mortgage on the property.
The note bears  interest at an annual  rate of 9.04% and has a maturity  date of
July 1, 2003.  Monthly  payments are due on the first day of each calendar month
in the amount of $59,690. In addition,  the Security Deed calls for an escrow to
be held by the lender for the payment of annual real estate taxes and  insurance
premiums.

In  addition,  the  Trust  obtained  a  $2,000,000  line of  credit  secured  by
Peachtree.  Payments of interest only at the prime rate are due monthly. A total
of  $1,568,104  was  drawn  from  the  line as of  September  30,  1996,  all in
connection with the acquisition of The Thicket Apartments.

NOTE 7 - DISTRIBUTIONS

On February 2, 1996,  the Trust paid a cash dividend of $16,856,750 or $1.95 per
share.  On February 27, 1996, the Trust paid another cash dividend of $1,383,200
or $0.16 per share.

NOTE 8 - REVERSE SHARE SPLIT

On July 1,  1996,  the Trust  effected  a  1-for-8  reverse  share  split of its
outstanding  shares of  beneficial  interest,  without  par value.  Shareholders
tendered  their shares and received one share for every eight shares owned.  The
Trust  purchased  any  fractional  shares  at a cost of $5.50 per  share.  As of
September  30, 1996, a total of 85 shares  worth of  fractional  shares had been
purchased and retired  leaving an  outstanding  share balance of 1,080,540.  The
weighted average number of shares for prior periods has been restated to reflect
the reverse share split.


<PAGE>


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


General
-------

The 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. The Trust's 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 the  Trust to  identify
properties within its affiliates'  existing multifamily property portfolios that
will have a strategic fit with the Trust; real estate investment considerations,
such as the cyclical  nature of the real estate market  generally and locally in
Georgia and the surrounding  southeastern states, the national economic climate,
the local economic climate in Georgia and the surrounding  southeastern  states,
and the  local  real  estate  conditions  and  competition  in  Georgia  and the
surrounding  southeastern  states; the possibility that the Trust will be unable
to procure  financing  to meet the needs of its  current  growth  and  expansion
strategy;  and the ability of a property to generate revenues sufficient to meet
debt service  payments and other operating  expenses;  and risks associated with
borrowing, such as the possibility that the Trust will not have sufficient funds
to  make  principal  payments  on  outstanding  debt  and the  possibility  that
outstanding  debt  may be  refinanced  at  higher  interest  rates  or on  terms
otherwise less favorable to the Trust.

The Trust is a finite-life  real estate  investment  trust that was organized on
December 7, 1984. The Trust  currently  qualifies as, and intends to continue to
qualify as, a real estate  investment  trust under the Internal  Revenue Code of
1986.  The  initial  term of the  Trust is  twenty  years,  subject  to  earlier
termination  by action of the Trustees and to extension by vote of a majority of
the shareholders.

On December 21, 1995,  the Trust entered into a Tender Offer  Agreement  with an
unaffiliated  third  party  (the  "Purchaser").  Pursuant  to the  Tender  Offer
Agreement, on January 31, 1996, the Purchaser commenced a cash tender offer (the
"Tender  Offer")  for a  minimum  of a  majority  and a  maximum  of  85% of the
outstanding  shares.  The Tender Offer expired in  accordance  with its terms on
February 28, 1996. The Purchaser accepted approximately 73.3% of the outstanding
shares.  Upon the consummation of the Tender Offer,  management and the Board of
Trustees  of  the  Trust  were  replaced  with  individuals  designated  by  the
Purchaser.

The Trust's original  primary  objective was to create a portfolio of commercial
real estate  investments  that produced  stable current returns coupled with the
potential for realizing  long-term  appreciation.  With the  consummation of the
Tender  Offer,  new  management   contemplates  converting  the  Trust  into  an
indefinite life real estate  investment trust and has caused the Trust to expand
into the multifamily  property  markets.  The Trust currently  anticipates  that
these properties will include certain properties within its affiliates' existing
multifamily  property  portfolios  that  meet  certain  criteria,   as  well  as
properties  acquired from unaffiliated third parties.  In this regard, an UPREIT
structure was established  with the creation of Vinings  Investment  Properties,
L.P., (the "Operating  Partnership") on June 11, 1996. In addition,  on June 28,
1996, Thicket  Apartments,  L.P. ("Thicket LP"), a Delaware limited  partnership
and an  indirect  wholly-owned  subsidiary  of the Trust,  acquired  The Thicket
Apartments, a 254-unit apartment complex located in Atlanta, Georgia. Thicket LP
purchased  The  Thicket  Apartments  for a cash  purchase  price of  $8,650,000,
financed by a mortgage loan on the acquired  property of  $7,392,000.  The Trust
also  obtained a secured line of credit,  a portion of which was used to finance
the  transaction.  Management's  plans for the Trust are more fully discussed in
the  Annual  Report  on Form  10-K as filed  with the  Securities  and  Exchange
Commission.

As of September  30, 1996,  approximately  92% of the Trust's  total assets were
represented by two real estate assets. These investments were Peachtree Business
Center, a 75,000 square foot office building and The Thicket  Apartments,  a 254
unit apartment complex.



<PAGE>


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

Interest income of $399 was earned for the three months ended September 30, 1996
compared to  $105,843  for the same  period in 1995.  For the nine month  period
ended  September  30,  1996 and 1995,  interest  income  earned was  $92,302 and
$757,491 respectively.  The decrease in interest income from 1995 to 1996 is due
primarily to the absence of interest on mortgage loans receivable resulting from
the sale of the Arbutus and Pacesetter loans, the Hawthorne Note, and the payoff
of the Hall Street  Note.  All 1996  interest  was  generated  primarily by cash
proceeds from the sale of Pier 1 and the Hawthorne Note.

There  is no  partnership  income  in 1996 as the  Pier 1  interest  was sold on
December 31, 1995.  Partnership  income for the three months and the nine months
ended September 30, 1995 was $430,040 and $1,284,882, respectively.

Rental income for the three months ended  September 30, 1996 was $455,392 higher
than the rental income for the same period for 1995. This increase is due to the
income  generated  from  The  Thicket  Apartments.  For the  nine  months  ended
September 30, 1996, rental income was $488,124 higher than the previous year. Of
this increase,  $20,676 was generated from Peachtree  Business Center,  with the
balance being generated from The Thicket Apartments.

There is no loan  commitment fee revenue in 1996 because it was fully  amortized
in 1995.  There is also no  miscellaneous  income  for the  three  months  ended
September  30,  1996.  However,  miscellaneous  income of $141,229  for the nine
months ended  September 30, 1996 is due to proceeds from the  termination of the
Receivership for the Hall Street Property in February 1996.

There are no investment  advisor's fees for the three months ended September 30,
1996 as compared to $115,729  for the same period in 1995.  However,  investment
advisor's fee expense for the nine months ended September 30, 1996 has increased
by $76,879 when  compared to the same period in 1995.  Through the third quarter
of 1995, this expense was directly related to the nature and value of the assets
under management and the income they produced. Beginning with the fourth quarter
of 1995 through the consummation of the Tender Offer in February 1996, the prior
Advisor was paid various fixed fees for asset management,  asset liquidation and
the successful  completion of the Tender Offer.  Since the  consummation  of the
Tender Offer, the Trust has not paid advisor's fees.

Trustee's  fees and  expenses  for the three  months  ended  September  30, 1996
decreased by $16,478 over the same period in 1995.  This decrease is a result of
the change in Trustees after the  consummation of the Tender Offer.  The current
Trustees  are not  receiving an annual  retainer  fee.  The  Trustee's  fees and
expenses for the nine months ended September 30, 1996 decreased  $6,576 over the
same period in 1995.

Professional  fees for the three  months  ended  September  30,  1996 are $7,603
higher  than  those  for the same  period  in 1995.  For the nine  months  ended
September 30, 1996,  professional  fees have increased by $238,134 when compared
to the same period in 1995.  In the first  quarter of 1996,  the Trust  incurred
significant legal expenses relating to the Tender Offer.

Other operating expenses include directors' and officers' insurance, shareholder
expenses,  annual reporting costs and miscellaneous  general and  administrative
expenses.  These  expenses  for the three months  ended  September  30, 1996 are
$78,505  compared to $59,198  for the same  period in 1995.  For the nine months
ended September 30, 1996 these expenses are $242,680 as compared to $190,315 for
the same period in 1995. The increases of $19,307 and $52,365, respectively, are
due primarily to higher costs for directors' and officers' insurance,  reporting
costs, and professional fees incurred in connection with the tender offer.

Property  operating  expenses  for the three  months and the nine  months  ended
September  30, 1996 have  increased  by $141,799  and $89,325  respectively,  as
compared to the same  periods in 1995.  These  increases  are due  primarily  to
property operating expenses related to the operation of The Thicket Apartments.

Interest  expense for the three months and the nine months ended  September  30,
1996 is interest on the mortgage payable as well as the line of credit,  both of
which  were  incurred  in  connection   with  the  acquisition  of  The  Thicket
Apartments.

<PAGE>


Depreciation  and  amortization  for the three months ended  September  30, 1996
increased  by  $9,133  as  compared  to  the  same  period  in  1995.   However,
depreciation  and  amortization  for the nine months  ended  September  30, 1996
decreased  by $119,994 as  compared to the same period in 1995.  These  expenses
relate directly to the assets held during the respective periods of time. During
1995  depreciation  was  generated  from the Pier I partnership  interest.  This
interest was sold on December 31, 1995 and, therefore, no depreciation from Pier
I is reflected in 1996.  The Thicket  Apartments was purchased on June 28, 1996.
Therefore,  the third quarter of 1996 reflects depreciation  generated from this
investment.  Peachtree Business Center generated  depreciation for both 1995 and
1996.  In  addition,  loan  costs  related  to the  acquisition  of The  Thicket
Apartments are being amortized in the third quarter of 1996.

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

Operating  activities of the Trust  provided net cash of $1,673,332 for the nine
months ended  September 30, 1995.  However,  for the nine months ended September
30, 1996, net cash of $760,617 was used in operating activities.  This is due to
the fact that the Trust's previous  management was in the process of liquidating
all assets  during 1995.  Therefore,  with the  exception of Peachtree  Business
Center,  all of the investments  which generated cash flow in 1995 were not held
by the Trust in 1996.

New management plans to expand the Trust's investments  through  acquisitions of
multi-family  real  estate,  the first of which was The Thicket  Apartments,  as
shown in the net cash used in  investing  activities  for the nine months  ended
September  30, 1996.  For the nine months ended  September  30, 1995 net cash of
$11,649,099 was provided by investing  activities was generated from the sale of
the Hall Street, Hawthorne, Arbutus and Pacesetter investments.

Net  cash  provided  by  financing  activities  in 1996 was  generated  from the
mortgage  note payable and the line of credit  obtained in  connection  with the
acquisition of The Thicket Apartments.  Distributions to shareholders  increased
from  $6,310,850 for the nine months ended September 30, 1995 to $18,240,950 for
the nine months ended  September 30, 1996, all as a result of the liquidation of
the Trust's investments.

The cash held by the Trust plus the cash flow from Peachtree Business Center and
The  Thicket  Apartments  are  expected  to  provide  sources  of  liquidity  as
management  continues to  implement  its growth and  expansion  strategy for the
Trust.  The Trust  obtained a  $2,000,000  line of credit  secured by  Peachtree
Business Center.  At September 30, 1996, a total of $1,568,104 has been drawn on
the line of  credit,  leaving a  balance  of  $431,896  to fund  future  capital
improvements  and/or working  capital needs.  Management is currently  exploring
additional financing  alternatives  including public or private offerings of the
Trust's securities.


<PAGE>
                                     PART II



                                OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

         27 - Financial Data Schedule

(b)      Reports on Form 8-K

          A Form 8-K dated  June 28,  1996 was  filed  with the  Securities  and
          Exchange  Commission.  The  filing  reported  the  acquisition  of The
          Thicket  Apartments  and was  amended on Form 8-K/A on  September  11,
          1996. The Thicket  Apartments is a 254-unit  apartment complex located
          in Atlanta, Georgia.


<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



Dated: November 14, 1996