SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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

                                    FORM 10-Q

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

                   ******************************************
                    For the period ended JUNE 30, 2000




                         Commission file number 0-13693
                         ------------------------------

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                -------------------------------------------
               (Exact name of registrant as specified in charter)




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


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


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


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

                                    Yes X   No___

The number of shares outstanding as of August 7, 2000 was 1,100,491.

<PAGE>

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES

                         INDEX OF FINANCIAL INFORMATION


PART I   FINANCIAL INFORMATION                                             PAGE

Item 1   Financial Statements

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

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

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

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

         Notes to Consolidated Financial Statements                           7

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


PART II  OTHER INFORMATION/SIGNATURE

Item 6            Exhibits and Reports on Form 8-K                           23

                  Signature                                                  24

<PAGE>
<TABLE>

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

                                                                                  June 30,          December 31,
                                                                                    2000               1999
                                                                                -------------     ---------------

   <S>                                                                          <C>                 <C>
   Real estate assets:
       Land                                                                     $  8,247,900         $ 8,247,900
       Buildings and improvements                                                 55,588,622          55,545,257
       Furniture, fixtures & equipment                                             4,039,936           3,968,848
   Less:  accumulated depreciation                                                (4,468,137)         (3,351,811)
                                                                                -------------     ---------------
             Net real estate assets                                               63,408,321          64,410,194


   Investment in unconsolidated Joint Venture                                      1,435,234           1,551,974
   Cash and cash equivalents                                                         783,041             916,215
   Restricted cash                                                                 1,739,526           1,816,102
   Receivable from Joint Venture                                                      16,540              27,356
   Receivables and other assets                                                      188,248             236,900
   Deferred financing costs, less accumulated amortization of $160,355 and
       $127,656 at June 30, 2000 and December 31, 1999, respectively                 105,210             117,908

   Deferred leasing costs, less accumulated amortization of $70,857 and
       $59,240 at June 30, 2000 and December 31, 1999, respectively                   26,047              37,665
                                                                                -------------     ---------------
    Total assets                                                                $ 67,702,167         $69,114,314
                                                                                =============     ===============


   LIABILITIES AND SHAREHOLDERS' EQUITY

   Mortgage notes payable                                                       $ 54,912,036         $55,074,923
   Line of credit                                                                  1,865,000           1,715,000
   Accounts payable and accrued liabilities                                        1,523,418           1,899,937
   Distributions payable to Preferred Unitholders                                    232,375             464,750
   Dividends payable to Preferred Shareholders                                       232,375                   -
                                                                                -------------     ---------------
            Total liabilities                                                     58,765,204          59,154,610
                                                                                -------------     ---------------


   Minority interests of unitholders in Operating Partnership:
       Preferred partnership interests                                                     -           8,730,003
       Common partnership interests                                                   12,535             222,084
                                                                                -------------     ---------------
            Total minority interests                                                  12,535           8,952,087
                                                                                -------------     ---------------


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

       Common  shares of  beneficial  interest,  without  par or  stated  value,
       25,000,000   authorized,   1,100,491  and  1,100,493  shares  issued  and
       outstanding at June 30, 2000 and December 31, 1999, respectively

       Additional paid in capital                                                  3,295,976           3,295,998
       Accumulated deficit                                                        (3,239,077)         (2,288,381)
                                                                                -------------     ---------------
          Total shareholders' equity                                               8,924,428           1,007,617
                                                                                -------------     ---------------
   Total liabilities and shareholders' equity                                   $ 67,702,167         $69,114,314
                                                                                =============     ===============

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

<TABLE>
<CAPTION>


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


                                                             For the three                   For the six
                                                          months ended June 30,          months ended June 30,
                                                        ------------------------       ------------------------
                                                            2000         1999              2000         1999
                                                        -----------   ----------       -----------  -----------
 REVENUES

<S>                                                     <C>          <C>              <C>          <C>
     Rental revenues                                    $ 2,807,741  $2,170,334       $ 5,538,273  $ 3,168,723
     Other property revenues                               164,704      105,492           300,938      145,866
     Other income                                           14,811        6,270            27,431       18,270
                                                        -----------   ----------       -----------  -----------
                                                         2,987,256    2,282,096         5,866,642    3,332,859
                                                        -----------   ----------       -----------  -----------

EXPENSES

     Property operating and maintenance                  1,104,805      846,533         2,208,146    1,244,082
     Depreciation and amortization                         564,535      427,314         1,127,943      593,871
     Amortization of deferred financing costs               15,163       12,599            32,699       20,325
     Interest expense                                    1,293,920      956,304         2,583,155    1,288,383
     General and administrative                            178,115      118,300           365,927      261,837
                                                        -----------   ----------       -----------  -----------
                                                         3,156,538    2,361,050         6,317,870    3,408,498

     Loss before equity in loss of unconsolidated
         Joint Venture and minority interests             (169,282)     (78,954)         (451,228)     (75,639)

     Equity in loss of unconsolidated Joint Venture        (43,033)     (17,768)         (106,740)     (17,768)
                                                        -----------   ----------       -----------  -----------

     Loss before minority interests                       (212,315)     (96,722)         (557,968)     (93,407)

     Less Minority interests in Operating Partnership:
         Preferred partnership interests                         -      229,830           336,758      229,830
         Common partnership interests                      (86,309)     (58,973)         (209,549)     (58,374)
                                                        -----------   ----------       -----------  -----------

     Net loss                                             (126,006)    (267,579)         (685,177)    (264,863)
                                                        -----------   ----------       -----------  -----------

         Dividends to preferred shareholders               232,375            -           232,375            -
         Accretion to preferred shareholders                33,144            -            33,144            -
                                                        -----------   ----------       -----------  -----------

     Net loss available to common shareholders           $(391,525)   $(267,579)        $(950,696)   $(264,863)
                                                        ===========   ==========       ===========  ===========


NET LOSS PER SHARE - BASIC                                 $ (0.36)     $ (0.24)          $ (0.86)     $ (0.24)
                                                        ===========   ==========       ===========  ===========
NET LOSS PER SHARE - DILUTED                               $ (0.36)     $ (0.24)          $ (0.86)     $ (0.24)
                                                        ===========   ==========       ===========  ===========


WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC              1,100,490    1,100,503         1,100,491    1,100,504
                                                        ===========   ==========       ===========  ===========
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED            1,343,036    1,343,049         1,343,037    1,343,050
                                                        ===========   ==========       ===========  ===========
<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                 CONSOLIDATED  STATEMENT OF  SHAREHOLDERS'  EQUITY For the three
                    months ended June 30, 2000
                                   (unaudited)

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

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

Net loss                                                   -                -            (950,696)           (950,696)

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

Retirement of shares                                       -              (22)                -                  (22)

BALANCE AT JUNE 30, 2000                         $ 8,867,529      $ 3,295,976        $ (3,239,077)        $ 8,924,428
                                             ================    =============      ==============    ================

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

<PAGE>
<TABLE>
<CAPTION>

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

                                                                               For the six months ended June 30,
                                                                                    2000              1999
                                                                               -------------      -------------
<S>                                                                             <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                                         $ (685,177)       $ (264,863)
                                                                               -------------      -------------

Adjustments to reconcile net loss to net cash provided by operating activities:

        Depreciation and amortization                                             1,127,943           593,871
        Amortization of deferred financing costs                                     32,699            20,325
        Equity in loss of unconsolidated Joint Venture                              106,740            17,768
        Minority interests in Operating Partnership:
           Preferred partnership interests                                          336,758           229,830
           Common partnership interests                                            (209,549)          (58,374)
        Distributions to preferred unitholders                                     (464,750)                -
        Changes in assets and liabilities, net of the effect
           of real estate assets acquired
               Restricted cash                                                       76,576          (235,645)
               Receivable from Joint Venture                                         10,816                 -
               Receivables and other assets                                          48,652            (5,307)
               Capitalized leasing costs                                                  -           (12,213)
               Accounts payable and accrued liabilities                            (376,519)          297,565
                                                                               -------------      ------------
        Total adjustments                                                           689,366           847,820
                                                                               -------------      ------------
Net cash provided by operating activities                                             4,189           582,957
                                                                               -------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of real estate assets                                                            -        (6,066,073)
Capital expenditures                                                               (114,453)         (191,848)
Investment in unconsolidated Joint Venture                                                -        (1,705,100)
Acquisition advances from Joint Venture                                                   -           363,837
Distributions from Joint Venture                                                     10,000                 -
                                                                               -------------      ------------
Net cash used in investing activities                                              (104,453)       (7,599,184)
                                                                               -------------      ------------


CASH FLOWS FROM FINANCING ACTIVITIES:

Deferred financing costs                                                            (20,000)          (29,242)
Net proceeds (repayments) from/to line of credit                                    150,000        (1,065,000)
Principal repayments on mortgage notes payable                                     (162,888)         (101,449)
Purchase of retired shares                                                              (22)               (3)
Proceeds from issuance of preferred partnership interests                                 -         8,450,000
                                                                               -------------   ---------------

Net cash provided (used) by financing activities                                    (32,910)        7,254,306
                                                                               -------------   ---------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                               (133,174)          238,079

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                    916,215           158,302
                                                                              -------------   ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                       $  783,041         $ 396,381
                                                                               =============   ==============
<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</FN>
</TABLE>
<PAGE>
                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)
                                  June 30, 2000


NOTE 1 - BUSINESS AND ORGANIZATION

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

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

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

         Vinings  currently  owns,  through  wholly  owned   subsidiaries,   ten
         apartment  communities  totaling  1,520 units and a 75,000 square foot,
         single story business  park. In addition,  Vinings holds a 20% interest
         in and is the general partner of an unconsolidated joint venture, which
         owns  through   subsidiary   partnerships  five  additional   apartment
         communities  totaling  968 units  (See Note 4). At June 30,  2000,  the
         average occupancy of Vinings' portfolio, including the communities held
         by the unconsolidated joint venture, was 94%.
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

         The accompanying  consolidated  financial statements of Vinings include
         the  consolidated  accounts  of the  Trust  and its  subsidiaries.  All
         significant intercompany balances and transactions have been eliminated
         in   consolidation.   Vinings   accounts  for  its  investment  in  the
         unconsolidated joint venture using the equity method of accounting. The
         term  "Vinings"  or "Trust"  hereinafter  refers to Vinings  Investment
         Properties  Trust  and  its   subsidiaries,   including  the  Operating
         Partnership.

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

         The minority  interests of the common unitholders in the income or loss
         of  the  Operating  Partnership  on  the  accompanying   statements  of
         operations  is  calculated  based  on  the  weighted  average  minority
         interest  ownership  percentage  (approximately  18%  for  all  periods
         presented)  multiplied by income (loss) before minority interests after
         subtracting  income allocated to the preferred  partnership  interests.
         The minority  interests of the preferred  unitholders on the statements
         of operations  for the three months ended June 30, 1999  ($229,830) and
         for the six months ended June 30, 1999 and 2000  ($229,830 and $336,758
         respectively)  represents  the  accrued  preferred  11%  return  on the
         Preferred  Units and the accrued  pro rata  liquidation  preference  of
         $0.21 per Preferred Unit.


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

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

         Cash and Cash Equivalents
         -------------------------

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


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

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


         Use of Estimates
         ----------------

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires  management  to make certain
         estimates and  assumptions  that affect the reported  amounts of assets
         and liabilities, the disclosure of contingent assets and liabilities at
         the  date of the  financial  statements  and the  reported  amounts  of
         revenues and expenses during the reporting period. Actual results could
         differ from those estimates.


         Real Estate Assets
         ------------------

         Real estate assets are stated at depreciated  cost less  reductions for
         impairment,  if any. In identifying  potential  impairment,  management
         considers   such  factors  as  declines  in  a   property's   operating
         performance  or market  value,  a change in use, or adverse  changes in
         general market conditions. In determining whether an asset is impaired,
         management  estimates  the future cash flows  expected to be  generated
         from the asset's use and its eventual disposition.  If the sum of these
         estimated  future cash flows on an undiscounted  basis is less than the
         asset's  carrying cost, the asset is written down to its fair value. In
         management's  opinion,  there has been no  impairment  of Vinings' real
         estate assets as of June 30, 2000.

         Ordinary  repairs  and  maintenance  are  expensed as  incurred.  Major
         improvements  and  replacements  are capitalized  and depreciated  over
         their estimated useful lives when they extend the useful life, increase
         capacity or improve  efficiency of the related asset.  Depreciation  is
         computed  on a  straight-line  basis over the useful  lives of the real
         estate  assets  (buildings  and  improvements,  5-40 years;  furniture,
         fixtures and equipment,  3-7 years; and tenant improvements,  generally
         over the life of the related lease).


         Revenue Recognition
         -------------------

         All leases are  classified  as  operating  leases and rental  income is
         recognized   when  earned   which   materially   approximates   revenue
         recognition on a straight-line basis.


         Deferred Financing Costs and Amortization
         -----------------------------------------

         Deferred  financing  costs  include  fees and costs  incurred to obtain
         financing  and are  capitalized  and  amortized  over  the  term of the
         related debt.
<PAGE>
         Net Loss Per Share
         ------------------
         The following is a  reconciliation  of net loss available to the common
         shareholders and the weighted average shares used in Vinings' basic and
         diluted net loss per share computations:
<TABLE>

                                                                        For the three months            For the six months
                                                                           Ended June 30,                 Ended June 30,
                                                                      2000           1999             2000            1999
                                                                 -------------------------------------------------------------
<S>                                                                <C>             <C>           <C>                <C>
         Net loss - basic                                          $(391,525)      $(267,579)    $   (950,696)      $(264,863)
          Minority interests in Operating Partnership:
             Preferred partnership interests                               -              -                -               -
             Common partnership interests                            (86,309)        (58,973)        (209,549)        (58,374)
                                                                 -------------------------------------------------------------
         Total minority interest                                     (86,309)        (58,973)        (209,549)        (58,374)
                                                                 -------------------------------------------------------------

         Net loss - diluted                                        $(477,834)      $(326,552)    $ (1,160,245)      $(323,237)
                                                                 =============================================================

         Weighted average shares - basic                           1,100,490       1,100,503        1,100,491       1,100,504
         Dilutive Securities
             Weighted average Common Units                           242,546         242,546          242,546         242,546
             Weighted average Preferred Units/Shares                      -               -                -               -
             Share options                                                -               -                -               -
                                                                 -------------------------------------------------------------
         Weighted average shares - diluted                         1,343,036       1,343,049        1,343,037       1,343,050
                                                                 =============================================================
</TABLE>

          Both common units and  preferred  units in the  Operating  Partnership
          held by the minority unitholders and preferred shares of the Trust are
          redeemable  for  common  shares of  beneficial  interest  of the Trust
          ("Shares") on a one-for-one  basis,  or for cash, at the option of the
          Trust.  For the three months and six months  ended June 30, 1999,  and
          2000,   options  to  purchase   107,250  shares  and  103,500  shares,
          respectively   were  excluded  as  the  impact  of  such  options  was
          antidilutive.  For the three months ended June 30, 1999 and six months
          ended June 30, 1999 and 2000 Preferred  Units  totaling  1,988,235 and
          for the three months  ended June 30, 2000  Preferred  Shares  totaling
          1,988,235  were  also  excluded  as  the  impact  of  such  units  was
          antidilutive.


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

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

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

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

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


NOTE 3 - REAL ESTATE ASSETS

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

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

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


NOTE 4 - INVESTMENT IN UNCONSOLIDATED JOINT VENTURE

          On May 1, 1999, Vinings purchased,  through a joint venture structure,
          five  apartment  communities,  totaling 968 units (the "Joint  Venture
          Properties").  The Joint  Venture  Properties  were  purchased by nine
          individual  partnerships  in each of which Vinings  Holdings,  Inc., a
          wholly owned subsidiary of the Trust,  owns a .1% general  partnership
          interest and Vinings/CMS Master Partnership,  L.P. (collectively,  the
          "Joint Venture"), a Delaware limited partnership, owns a 99.9% limited
          partnership  interest.  The  Operating  Partnership  has a .1% general
          partner  interest and a 19.98% limited  partner  interest in the Joint
          Venture,  for which it paid $1,705,100.  This investment was funded by
          the issuance of the Preferred  Units,  which  effective  April 1, 2000
          were converted to Preferred Shares (See Note 5). The remaining limited
          partnership interests in the Joint Venture are held by an unaffiliated
          third party. The Joint Venture was formed on March 22, 1999, primarily
          to acquire the limited partner interest in limited  partnerships  that
          acquire,  operate,  manage,  hold  and  sell  certain  real  property,
          specifically  the Joint Venture  Properties.  The  aggregate  purchase
          price  paid  by  the  property  partnerships  for  the  Joint  Venture
          Properties was $46,634,603  (excluding closing costs),  which included
          the assumption of  approximately  $39,265,000 of debt with the balance
          paid in cash. A total of approximately $716,400 in escrows held by the
          mortgagees was also purchased.
<PAGE>
          Vinings  accounts for its  investment  in the Joint  Venture using the
          equity method of accounting. The following is a summary of the results
          of operations of the Joint Venture and Vinings' share of the equity in
          the loss from the Joint  Venture  for the three  months and six months
          ended June 30, 2000:

<TABLE>
<CAPTION>

                                                                              For the three         For the six
                                                                               months ended         months ended
                                                                              June 30, 2000        June 30, 2000
                                                                            -----------------     ---------------

<S>                                                                              <C>                 <C>
         Revenues                                                               $ 1,734,856          $3,388,714

         Expenses:
              Property operating and maintenance                                    696,314           1,414,153
              General and administrative                                             11,971              25,661
              Depreciation and amortization                                         378,702             755,471
              Interest expense                                                      863,038           1,727,130
                                                                            ----------------       -------------
                  Total Expenses                                                  1,950,025           3,922,415
                                                                            ----------------       -------------

         Net loss                                                                  (215,169)           (533,701)

              Vinings' equity percentage                                               20%                 20%
                                                                           ----------------        -------------

         Vinings' equity in loss of unconsolidated Joint Venture                $   (43,033)         $ (106,740)
                                                                          ==================       =============
         Distributions received by Vinings from Joint Venture                   $    10,000          $   10,000
                                                                          ==================       =============
         Cash flows provided by operating activities                                                 $   54,756
                                                                                                   =============
         Cash flows used in investing activities                                                     $  (90,399)
                                                                                                   =============
         Cash flows used in financing activities                                                     $ (157,935)
                                                                                                   =============
</TABLE>


         The following  summarizes  the balance sheet of the Joint Venture as of
June 30, 2000:
<TABLE>

<S>                                                                                                 <C>
               Real estates assets, net of accumulated depreciation                                 $45,552,034
               Cash and other assets                                                                  1,584,385
                                                                                                   -------------
                         Total assets                                                               $47,136,419
                                                                                                   =============

               Mortgage notes payable                                                              $39,051,275
               Other liabilities                                                                       909,374
                                                                                                   -------------
                    Total liabilities                                                               39,960,649
                                                                                                   -------------

               Capital - Vinings                                                                     1,435,234
               Capital - Other                                                                       5,740,536
                                                                                                   -------------
                   Total capital                                                                     7,175,770
                                                                                                   -------------
                        Total liabilities and capital                                              $47,136,419
                                                                                                  =============

</TABLE>

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


NOTE 5 - SHAREHOLDERS' EQUITY AND PREFERRED PARTNERSHIP INTERESTS

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

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

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

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

          As of June  30,  2000,  a total of  1,988,235  Preferred  Shares  were
          outstanding.  In addition, as of June 30, 2000 a total of $417,529 had
          been accrued as a liquidation preference on the Preferred Shares.
<PAGE>
          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, 2000 and December 31, 1999, as follows:

<TABLE>

                                                      Fixed interest rate as         Principal      Balance as of:
                                      Maturity              of 6/30/00                6/30/00          12/31/99
                                 -------------------- ------------------------   --------------    ---------------
<S>                                   <C>                      <C>                 <C>               <C>
        Cottonwood                    10/01/2036               8.875%              $ 4,675,409       $ 4,683,888
        Delta Bluff                   08/01/2036               9.25 %                6,193,267         6,203,591
        Foxgate I                     06/01/2037               8.50 %                6,586,115         6,598,549
        Hampton House                 08/01/2037               8.50 %                5,159,208         5,169,167
        Heritage Place                10/01/2036               8.75 %                3,135,986         3,141,865
        Northwood                     06/01/2034               8.75 %                4,472,482         4,482,862
        River Pointe                  01/01/2037               8.625%                5,970,148         5,981,475
        Trace Ridge                   07/01/2036               8.50 %                5,319,232         5,330,125
        The Thicket                   07/01/2003               9.04 %                7,167,185         7,200,487
        Windrush                      07/01/2024               7.50 %                6,233,004         6,282,914
                                                                                 --------------    ---------------
             Total                                                                 $54,912,036       $55,074,923
                                                                                 ==============    ===============
</TABLE>

          All of the notes except The Thicket are insured by HUD and, therefore,
          distributions  from the  properties  are subject to "surplus  cash" as
          defined by HUD.

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

                         2000              $   169,827
                         2001                  361,792
                         2002                  393,425
                         2003                7,314,761
                         2004                  367,596
                         Thereafter         46,304,635
                                          -------------
                         Total             $54,912,036
                                          =============


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

          On April 27, 1999  Vinings  obtained a line of credit in the amount of
          $2,000,000 from a financial institution. The line of credit is secured
          by Peachtree  Business Center. The interest rate on the line of credit
          is one percent over prime as posted in The Wall Street Journal,  which
          was  9.50% at June 30,  2000.  The  principal  balance  of the line of
          credit as of June 30, 2000 and  December 31, 1999 was  $1,865,000  and
          $1,715,000, respectively. The line of credit expired on April 27, 2000
          and was renewed until April 30, 2001.
<PAGE>
NOTE 7 - RELATED PARTY TRANSACTIONS

          On January 1, 1999,  Vinings entered into  management  agreements with
          VIP  Management,  LLC ("VIP"),  an affiliate of the officers,  who are
          also Trustees of Vinings,  to provide property management services for
          a fee equal to varying  percentages ranging from three and one half to
          six  percent  of  gross  revenues,  plus a fee  for  data  processing.
          Effective January 1, 2000, the management fee percentages were reduced
          to three and one half percent on all of the  multifamily  communities.
          Prior  to  January  1,  1999,  Vinings  had  entered  into  management
          agreements  with Vinings  Properties,  Inc.,  also an affiliate of the
          officers  of  Vinings,  to provide  property  management  services  on
          substantially the same terms as the current  agreements.  In addition,
          as a  commitment  to the  rebuilding  of  Vinings,  prior  to 1998 The
          Vinings  Group,  Inc., the parent  corporation of Vinings  Properties,
          Inc.  (collectively with VIP, "The Vinings Group"),  provided numerous
          services   at  no  cost  to  Vinings   relating   to   administration,
          acquisition,  and capital and asset advisory services.  Certain direct
          costs paid on Vinings'  behalf were  reimbursed to The Vinings  Group.
          Beginning  January 1, 1998 the Vinings  Group has charged  Vinings for
          certain overhead charges. Beginning August 1, 1999, the Trust has also
          paid for its pro-rata share of rent, administrative and other overhead
          charges,  which includes  reimbursing The Vinings Group for a pro-rata
          portion of salaries and benefits for the officers and other  employees
          providing  services  to  Vinings.   Effective  July  1,  2000  Vinings
          restructured its  relationship  with VIP who will administer the Trust
          for an advisory fee equal to 1 1/2% of gross  revenues,  including the
          revenues  from the Joint  Venture  Properties.  The advisory fee is in
          lieu of reimbursing VIP for all overhead,  salaries and other indirect
          costs attributable to the Trust's operations. (See Note 14)

          The following table reflects payments made to The Vinings Group:

<TABLE>

                                             Three months ended                Six months ended
                                                  June 30,                         June 30,
                                         ------------------------       --------------------------
                                             2000         1999               2000        1999
                                         -----------   ----------       ------------  ------------

<S>                                        <C>         <C>                <C>          <C>
 VININGS
      Management fees                      $105,720    $ 97,111           $209,006       $153,295
      Data processing fees                   16,416      15,352             32,832         22,192
      Overhead reimbursements                94,298      53,250                           106,500
                                                                           189,219
                                         -----------  -----------      -------------  ------------
           Total                           $216,434    $165,713           $431,057       $281,987
                                         ===========  ===========      =============  ============

 JOINT VENTURE
      Management fees                       $70,855    $ 48,636           $142,680       $ 48,636
      Data processing fees                   14,520       9,680             29,040          9,680
                                         -----------  -----------      -------------  ------------
            Total                          $ 85,375    $ 58,316           $171,720       $ 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.
<PAGE>
          In connection  with the acquisition of the Portfolio  Properties,  MFI
          Realty,  Inc., an affiliate of the officers of Vinings,  received fees
          totaling  $400,276  of  which  $167,103  was  paid  by  the  Operating
          Partnership and $233,173 was paid by the Joint Venture.

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

          As a result of the Stock Transaction, fewer than five shareholders own
          in excess of 50% of the  equity in  Vinings.  On March 15,  2000,  the
          Board of Trustees voted to waive the ownership limitations in Vinings'
          Declaration of Trust with respect to shareholders  acquiring shares in
          the Stock  Transaction,  as well as with respect to certain holders of
          Preferred Shares.


NOTE 8 - DISTRIBUTIONS

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


NOTE 9 - LEASING ACTIVITY

          The  following  is a  schedule  of  future  minimum  rents  due  under
          operating leases that have initial or remaining  noncancellable  lease
          terms in excess of one year as of June 30, 2000, at Peachtree:


                   2000                $192,972
                   2001                 386,175
                   2002                 148,236
                                     -----------
                   Total               $727,383
                                    ============

          One tenant generated 48% of Peachtree's  revenues for the period ended
          June 30, 2000. The same tenant  accounts for 76% of the future minimum
          lease payments.

<PAGE>
NOTE 10 - CONTINGENCIES

          Vinings is, from time to time, subject to various claims that arise in
          the ordinary course of business.  These matters are generally  covered
          by  insurance.  While  the  resolution  of  these  matters  cannot  be
          predicted with certainty,  management  believes that the final outcome
          of such  matters  will  not  have a  material  adverse  effect  on the
          financial position or results of operations of Vinings.


NOTE 11 - SUPPLEMENTAL CASH FLOW INFORMATION

          Vinings paid interest of $2,465,771  and $1,241,232 for the six months
          ended June 30, 2000 and 1999, respectively.


NOTE 12 - DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

          Based on interest rates and other pertinent  information  available to
          Vinings as of June 30, 2000 and December 31, 1999 the Trust  estimates
          that the  carrying  value of cash and cash  equivalents,  the mortgage
          notes payable,  the line of credit, and other liabilities  approximate
          their fair values when compared to instruments of similar type,  terms
          and maturity.

          Disclosure  about  fair  value of  financial  instruments  is based on
          pertinent  information available to management as of June 30, 2000 and
          December 31,  1999.  Although  management  is not aware of any factors
          that would significantly affect its estimated fair value amounts, such
          amounts have not been  comprehensively  revalued for purposes of these
          financial statements since June 30, 2000.


NOTE 13 - 1997 STOCK OPTION AND INCENTIVE PLAN

          Vinings'  1997 Stock Option and Incentive  Plan (the "Plan")  provides
          incentives  to officers,  employees,  Trustees,  and other key persons
          including  the  grant of share  options,  share  appreciation  rights,
          restricted and unrestricted  share awards,  performance  share awards,
          and dividend equivalent rights.

          Under the Plan,  the maximum number of shares that may be reserved and
          available  for  issuance  is 10% of the total  number  of  outstanding
          shares at any time plus 10% of the number of Units  outstanding at any
          time that are subject to redemption rights. At June 30, 2000 the total
          number of shares  available  for issuance  under the Plan was 134,305.
          Options  granted  under the Plan  expire  ten  years  from the date of
          grant.

          During 1998 and 1997, Vinings granted  non-qualified  share options to
          the  officers,  Trustees  and certain key  persons.  The options  were
          vested in full after one year from the date of the  grant.  A total of
          26,000  options were granted in 1997,  which have an exercise price of
          $5.00 per share as  compared to a fair value of $4.56 per share on the
          date of the grant.  Of the  options  granted in 1998,  76,000  have an
          exercise price of $4.00 per share as compared to a fair value of $3.63
          on the date of the grant and 1,500 have an exercise price of $4.75 per
          share,  which was equal to the fair value on the date of grant.  There
          were no options granted during 1999 or 2000.

          On July 1, 1998 Vinings  awarded 20,000 shares of restricted  stock to
          the  officers  and  certain   trustees   (the   "Restricted   Stock"),
          representing  a total value of $80,000 (based on the fair market value
          of a share of the Trust on the award  date)  which  was  reflected  in
          compensation  expense and shareholders' equity in 1998. The Restricted
          Stock was awarded as  compensation  for services to the Trust provided
          by such officers and trustees as well as by The Vinings Group.


<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

Overview
--------

Vinings Investment  Properties Trust ("Vinings" or the "Trust") was organized on
December  7, 1984 as a mortgage  real estate  investment  trust  ("REIT")  whose
original plan was to liquidate within  approximately  ten years. On February 28,
1996,  Vinings Investment  Properties,  Inc. completed a tender offer to acquire
control of the Trust in order to rebuild  Vinings  assets by expanding  into the
multifamily  real  estate  markets  through  the  acquisition  of  garden  style
apartment  communities  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.  Effective July 1, 2000 Vinings no longer qualifies as
a REIT for federal income tax purposes and will be taxed as a corporation.  (See
Note 2 to Vinings' June 30, 2000 consolidated financial statements.)

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

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


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

Rental and other property  revenues  increased  $696,619 or 31%, from $2,275,826
for the three  months ended June 30, 1999 to  $2,972,445  for the same period in
2000, and  $2,524,622 or 76%, from  $3,314,589 for the six months ended June 30,
1999 to $5,839,211  for the same period in 2000.  This increase is due primarily
to the  revenues  generated  in  connection  with the Trust's  ownership  of the
Mississippi  Properties for the three and six months ended June 30, 2000,  which
were only in Vinings' portfolio during May and June of 1999.

Other income  increased  $8,541 or 136%,  from $6,270 for the three months ended
June 30,  1999 to $14,811  for the same  period of 2000,  and $9,161 or 50% from
$18,270 for the six months ended June 30, 1999 to $27,431 for the same period in
2000. This increase is due interest earned on cash balances.

Property operating and maintenance  expense increased by $258,272,  or 31%, from
$846,533 for the three months ended June 30, 1999,  to  $1,104,805  for the same
period in 2000,  and  $964,064 or 77% from  $1,244,082  for the six months ended
June 30,  1999 to  $2,208,146  for the same  period in 2000.  Of this  increase,
$974,632 was due to expenses  generated in connection with the Trusts' ownership
of the Mississippi Properties for the six months ended June 30, 2000, which were
only in Vinings' portfolio during May and June of 1999. This increase was offset
by a decrease in operating expenses of $10,568 for the six months ended June 30,
2000 due primarily to savings in Windrush and Thicket's management fee expense.
<PAGE>
Depreciation and amortization  increased by $137,221,  or 32%, from $427,314 for
the three  months  ended June 30, 1999 to $564,535  for the same period in 2000,
and  $534,072 or 90 % from  $593,871  for the six months  ended June 30, 1999 to
$1,127,943  for the same  period in 2000.  This  increase  is due  primarily  to
depreciation   generated  in  connection  with  the  Trusts'  ownership  of  the
Mississippi Properties for the three months ended June 30, 2000, which were only
in Vinings'  portfolio  during May and June of 1999. There was a slight increase
in Windrush and Thicket's depreciation due to additional capital expenditures.

Amortization  of deferred  financing  costs  increased by $2,564,  or 20%,  from
$12,599 for the three  months ended June 30, 1999 to $15,163 for the same period
in 2000,  and $12,374 or 61% from $20,325 for the six months ended June 30, 1999
to $32,699 for the same period in 2000.  This increase is due to costs  incurred
in connection with the refinancing of the line of credit.

Interest expense increased $337,616,  or 35%, from $956,304 for the three months
ended June 30, 1999 to $1,293,920 for the same period in 2000, and $1,294,772 or
100% from  $1,288,383  for the six months ended June 30, 1999 to $2,583,155  for
the same period in 2000. This increase is due primarily to the mortgage interest
generated in connection with the Trusts' ownership of the Mississippi Properties
for the  three  and six  months  ended  June 30,  2000,  which  were only in the
Vinings'  portfolio  during  May and  June of 1999.  In  addition,  interest  on
Vinings'  line of  credit  increased  slightly  due to  rising  interest  rates.
Windrush and Thicket had slight  decreases  in interest  expense due to mortgage
amortization.

General and administrative  expense increased $59,815, or 51%, from $118,300 for
the three  months  ended June 30, 1999 to $178,115  for the same period in 2000,
and  $104,090  or 40% from  $261,837  for the six months  ended June 30, 1999 to
$365,927 for the same period in 2000.  For the three months ended June 30, 2000,
this  increase  consists of (1) overhead  allocations  paid to The Vinings Group
totaling  $41,059;  (2) office expense totaling  $11,981;  (3) professional fees
totaling $3,833; and (4) corporate  communications expense totaling $8,507. This
increase  is offset by a  decrease  in  trustee  expense  totaling  $5,652.  The
increase  for the six months  ending  June 30,  2000  consists  of (1)  overhead
allocations paid to The Vinings Group totaling  $82,730;  (2) professional  fees
totaling  $14,595;  and (3) office expense  totaling  $21,070.  This increase is
offset by the following decreases: (1) corporate communications expense totaling
$6,252; and (2) trustee expense totaling $10,776.


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

Net cash was provided by operating activities of $4,189 for the six months ended
June 30, 2000 as  compared  to net cash  provided  by  operating  activities  of
$582,957 for the six months ended June 30, 1999. This change is due primarily to
the  distribution  paid to the holders of Preferred  Units made by the Operating
Partnership. This distribution was for the six month period from July 1, 1999 to
December 31, 1999  totaling  $464,750  and was paid during the first  quarter of
2000.
<PAGE>

Net cash was used in investing  activities  of $104,453 for the six months ended
June 30, 2000 as compared to net cash used in investing activities of $7,599,184
for the six months  ended June  30,1999,  due  primarily  to the purchase of the
Mississippi  Properties in May,  1999 and higher  capital  expenditures  for the
first six months of 1999.

Net cash was used by  financing  activities  of $32,909 for the six months ended
June 30, 2000 as compared to net cash used by financing activities of $7,254,306
for the same period in 1999.  The cash provided by financing  activities for the
six months ended June 30, 1999, consists of $8,450,000 proceeds from issuance of
preferred  partnership  interests which was offset by (1) $1,065,000 pay down on
the line of credit;  (2) $29,242 deferred  financing costs relating primarily to
the line of credit and; (3) $101,449  repayments on mortgage notes payable.  The
cash used by financing activities for the six months ended June 30, 2000, is due
primarily  to a draw of  $150,000  on the line of  credit,  which was  offset by
principal payments made on mortgage notes payable totaling $162,888 and deferred
financing costs on the line of credit totaling $20,000.

The cash held by  Vinings  at June 30,  2000,  plus the cash flow from  Vinings'
assets,  including the investment in the Joint  Venture,  is expected to provide
sources of liquidity  to allow  Vinings to meet  current  operating  obligations
excluding the  distributions  to the preferred  shareholders.  While Vinings has
been able to pay  currently the  preferred  distributions  from the Trust's cash
flow,  Vinings may not have  sufficient cash flow from operations to make future
distributions  on the Preferred  Shares.  This is due to the assimilation of the
Portfolio  Properties  into  Vinings'  operations,  which has taken  longer than
expected as well as less than anticipated  distributions from the Joint Venture.
However,  if the current trend of increasing  revenues and net operating  income
continues, management believes that sufficient cash flow may be generated in the
future  to make the  scheduled  distribution  on the  Preferred  Shares  without
drawing  on  the  line  of  credit.  However,  there  can be no  assurance  that
sufficient cash flow will be generated from the Trust's operations. In addition,
management  plans to continue ongoing  discussions  with capital  sources,  both
public and private,  as well as explore financing  alternatives,  so as to allow
the Trust to continue to grow its income producing investments.


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

This Form 10-Q contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Vinings' actual results could differ materially from those set forth in
the  forward-looking  statements.  Certain  factors  that  might  cause  such  a
difference  include  the  following:   the  inability  of  Vinings  to  identify
properties  for  acquisition;  the  inability  of Vinings to continue to acquire
properties in the future; the less than satisfactory performance of any property
which might be acquired by Vinings;  the inability to access the capital markets
in order to fund Vinings' growth and expansion strategy;  the cyclical nature of
the real estate  market  generally and locally in Georgia,  Mississippi  and the
surrounding  southeastern  states;  the  national  economic  climate;  the local
economic  climate  in  Georgia,  Mississippi  and the  surrounding  southeastern
states; the local real estate conditions and competition in Georgia, Mississippi
and the surrounding  southeastern states; the ability of Vinings to identify and
correct all potential Year 2000 sensitive  problems;  and the ability of Vinings
to generate sufficient cash flow to pay the entire preferred distribution. There
can be no assurance that, as a result of the foregoing factors,  Vinings' growth
and expansion strategy will be successful or that the business and operations of
Vinings will not be adversely affected thereby.

<PAGE>

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

<TABLE>

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

<S>                          <C>       <C>      <C>    <C>      <C>    <C>          <C>       <C>
Principal Reductions
  In Mortgage Notes          $   170    $362    $393   $7,315   $367  $ 46,305      $54,912   $54,912

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

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

Interest Rate                  9.50%     -       -        -       -        -          9.50%     9.50%
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
                                     PART II

                                OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

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

     3.2 - Eighth  Amendment  to the Amended and  Restated  Agreement of Limited
Partnership of Vinings Investment Properties, L.P. (incorporated by reference to
Exhibit 3.2 to  Vinings'  Quarterly  Report on Form 10-Q for the  quarter  ended
March 31, 2000, No. 0-13693).

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

     3.4 - Certificate of Designation  Classifying  and  designating a series of
Preferred  Shares  as  Series  A  Convertible  Preferred  Shares  of  the  Trust
(incorporated  by reference to Exhibit 3.3 to Vinings'  Quarterly Report on Form
10-Q for the quarter ended March 31, 2000, No. 0-13693).

     27 - Financial Data Schedule (filed herewith).


(b)      Reports on Form 8-K

     No reports on Form 8-K were filed  during the three  months  ended June 30,
2000.

<PAGE>
                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                             Vinings Investment Properties Trust


                                                 By: /s/ Stephanie A. Reed
                                                 -------------------------
                                                    Stephanie A. Reed
                                                    Vice President and
                                                    Treasurer



Dated:   August 14, 2000