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 March 31, 1998    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 April 30, 1998: 1,080,508



<PAGE>

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES

                         INDEX OF FINANCIAL INFORMATION
                         ------------------------------


PART I   FINANCIAL INFORMATION                                              PAGE

Item 1   Financial Statements

         Consolidated Balance Sheets as of March 31, 1998 (unaudited)
         and December 31, 1997                                                3

         Consolidated Statements of Operations (unaudited) for the
         three months ended March 31, 1998 and 1997                           4

         Consolidated Statements of Shareholders' Equity for the
         three months ended March 31, 1998 (unaudited)                        5

         Consolidated Statements of Cash Flows (unaudited)
         for the three months ended March 31, 1998 and 1997                   6

         Notes to Consolidated Financial Statements                           7

Item 2   Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                 16

PART II  OTHER INFORMATION/SIGNATURE

Item 1   Legal Proceedings                                                   20

Item 6   Exhibits and Reports on Form 8-K                                    20

         Signature                                                           21
<PAGE>


<TABLE>


                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
<CAPTION>
                                                                                     March 31,           December 31,
                                                                                        1998                 1997
                                                                                  ---------------      ----------------
<S>                                                                                <C>                  <C>    
ASSETS

Real estate assets:
    Land                                                                             $ 2,884,500           $ 2,884,500
    Buildings and improvements                                                        15,290,619            15,267,009
    Furniture, fixtures & equipment                                                    1,013,195             1,011,483
      Less:  accumulated depreciation                                                 (1,191,392)           (1,036,311)
                                                                                  ---------------         -------------
           Net real estate assets                                                     17,996,922            18,126,681

Cash and cash equivalents                                                                341,338               282,851
Cash escrows                                                                             350,421               314,684
Receivables and other assets                                                              93,268                63,402
Deferred financing costs, less accumulated amortization of $54,081 and                                  
    $54,459 at March 31, 1998 and December 31, 1997, respectively                        162,242               169,968
Deferred leasing costs, less accumulated amortization of $17,134 and
    $39,087 at March 31, 1998 and December 31, 1997, respectively                         28,306                31,972
                                                                                  ---------------         -------------
 Total assets                                                                        $ 18,972,497          $ 18,989,558
                                                                                  ===============         =============
 
LIABILITIES AND SHAREHOLDERS' EQUITY

Mortgage notes payable                                                              $ 13,749,527          $ 13,784,566
Line of credit                                                                         1,718,104             1,718,104
Accounts payable and accrued liabilities                                                 773,942               708,876
                                                                                  ---------------         -------------
        Total liabilities                                                              16,241,573           16,211,546
                                                                                  ---------------         -------------
  
Minority interest in Operating Partnership                                               500,578               509,209
                                                                                  ---------------         -------------
 
Contingencies (Note 8)

Shareholders' equity:
    Shares of beneficial interest, without par value, unlimited shares
      authorized, 1,080,508 and 1,080,512 shares issued and outstanding
      at March 31, 1998 and December 31, 1997, respectively                           19,429,721            19,429,735

    Cumulative earnings                                                               37,179,154            37,217,597

    Cumulative distributions                                                         (54,378,529)          (54,378,529)
                                                                                  ---------------        --------------
        Total shareholders' equity                                                      2,230,346            2,268,803
                                                                                  ---------------        --------------
 Total liabilities and shareholders' equity                                          $ 18,972,497         $ 18,989,558
                                                                                  ===============        ==============
<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</FN>
</TABLE>
 <PAGE>




<TABLE>




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

<CAPTION>

                                                For the three months ended March 31,
                                                ------------------------------------
                                                      1998                  1997
                                                -------------         --------------
<S>                                                <C>                    <C>  
REVENUES

 Rental revenues                                   $ 976,815              $ 576,505
 Other property revenues                              39,316                 19,325
 Interest income                                         597                    534
                                                -------------         --------------
                                                   1,016,728                596,364
                                                -------------         --------------

EXPENSES

 Property operating and maintenance                  372,670                256,563
 Depreciation and amortization                       158,748                106,844
 Amortization of deferred financing costs              7,725                  9,751
 Interest expense                                    331,491                199,710
 General and administrative                          193,166                 75,316
                                                -------------         --------------
                                                   1,063,800                648,184
                                                -------------         --------------
 Loss before minority interest                       (47,072)               (51,820)
                                                -------------         --------------
  Minority interest                                   (8,629)                     -
                                                -------------         --------------
   
 Net loss                                          $ (38,443)             $ (51,820)
                                                =============         ==============
 

NET LOSS PER SHARE - BASIC AND DILUTED               $ (0.04)               $ (0.05)
                                                =============         ==============
 
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC        1,080,510              1,080,517
                                                =============         ==============
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED      1,323,056              1,080,517
                                                =============         ==============
<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</FN>
</TABLE>

<TABLE>

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                    For the three months ended March 31, 1998
                                   (unaudited)

<CAPTION>


                                                Shares of                                                  Total
                                                beneficial       Cumulative          Cumulative        shareholders'
                                                 interest          earnings         distributions         equity
                                              ---------------   ---------------    ----------------    --------------
<S>                                             <C>               <C>                <C>                 <C>      
BALANCE AT DECEMBER 31, 1997                    $  19,429,735     $  37,217,597      $ (54,378,529)      $ 2,268,803
                                              ---------------   ---------------    ----------------    --------------
 
Net loss                                                   -           (38,443)                  -           (38,443)

Retirement of shares                                     (14)                -                   -               (14)
                                              ---------------   ---------------    ----------------    --------------
BALANCE AT MARCH 31, 1998                       $ 19,429,721      $ 37,179,154       $ (54,378,529)      $ 2,230,346
                                              ===============   ===============    ================    ==============
<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</FN>
</TABLE>    
 

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

<CAPTION>

                                                                               For the three months ended March 31,
                                                                              -------------------------------------

                                                                                    1998                  1997
                                                                                -----------            -----------
<S>                                                                              <C>                   <C>  
CASH FLOWS FROM OPERATING ACTIVITIES:
-------------------------------------

Net loss                                                                         $ (38,443)            $ (51,820)

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

        Depreciation and amortization                                              158,748               106,844
        Amortization of deferred financing costs                                     7,725                 9,751
        Minority interest of unitholders in Operating Partnership                   (8,629)                    -
        Changes in assets and liabilities:
           Cash escrows                                                            (35,737)               20,665
           Receivables and other assets                                            (29,866)               24,484
           Capitalized leasing costs                                                     -                (5,032)
           Accounts payable and accrued liabilities                                 65,066                15,436
                                                                                -----------           -----------
        Total adjustments                                                          157,307               172,148
                                                                                -----------           -----------
Net cash provided by operating activities                                          118,864               120,328
                                                                                -----------            ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
-------------------------------------

The Thicket capital expenditures                                                    (9,368)              (61,511)
Peachtree capital expenditures                                                      (8,752)                    -
Windrush  capital expenditures                                                      (7,204)                    -
                                                                                -----------           -----------
Net cash used in investing activities                                              (25,324)              (61,511)
                                                                                -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
-------------------------------------

Principal repayments on mortgage payable                                           (35,039)              (12,567)
Purchase of retired shares                                                             (14)                  (58)
                                                                                -----------           -----------
Net cash used in investing activities                                              (35,053)              (12,625)
                                                                                -----------            ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                           58,487                46,192

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                   282,851               171,736
                                                                                -----------            ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                       $ 341,338             $ 217,928
                                                                                ===========            ==========

<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)
                                 March 31, 1998

NOTE 1 - FORMATION AND ORGANIZATION
-----------------------------------

         Vinings  Investment  Properties  Trust  ("Vinings"  or the "Trust") was
         organized  on  December 7, 1984 under the laws of the  Commonwealth  of
         Massachusetts as a twenty-year finite-life real estate investment trust
         ("REIT")  under  the  Internal  Revenue  Code of 1986.  The  Trust  was
         originally  organized for the purpose of making real estate investments
         consisting  primarily of mortgage loans and was to liquidate at the end
         of approximately ten years in accordance with its Declaration of Trust,
         provided, however, that the Trustees would have the absolute discretion
         to  determine  in good faith such  termination  date as would be in the
         best interests of the shareholders. On January 3, 1997, the final asset
         to be liquidated was sold and final dividends were declared.

         On  January  31,  1996,  Vinings  Investment   Properties,   Inc.  (the
         "Purchaser") commenced a tender offer for a minimum of a majority and a
         maximum  of 85% of the  issued  and  outstanding  shares of  beneficial
         interest  without par value of the Trust (the "Shares"),  at a purchase
         price of $0.47 per share ($3.76 per share adjusted for the Share Split,
         as hereinafter  defined) (the "Tender Offer"). The Tender Offer expired
         in accordance  with its terms on February 28, 1996,  and, in connection
         therewith,  the  Purchaser  accepted an aggregate  of 6,337,279  Shares
         (792,159 Shares adjusted for the Share Split, as hereinafter  defined),
         representing approximately 73.3% of the outstanding Shares, for a total
         acquisition price of $2,978,521. The remaining assets of the Trust were
         Peachtree Business Center  ("Peachtree") and approximately  $163,000 in
         cash.  The purpose of the Tender Offer was for the Purchaser to acquire
         control of the Trust and to rebuild  Vinings'  assets by expanding into
         the multifamily  property markets.  In connection with the consummation
         of the Tender  Offer,  all of the  Trustees  and  officers of the Trust
         resigned and were replaced with designees of the Purchaser.

         Until the  consummation of the Tender Offer,  Vinings was an externally
         advised  REIT for which it paid  advisory  fees to an  unrelated  third
         party (the  "Advisor").  Upon  consummation  of the Tender  Offer,  the
         relationship  with  the  Advisor  was  terminated  and  Vinings  became
         self-administered.

         On June 11, 1996, Vinings Investment  Properties,  L.P. (the "Operating
         Partnership"),  a Delaware limited  partnership,  was organized.  As of
         March 31, 1998, the Trust was the sole 1% general partner and an 80.67%
         limited  partner  in the  Operating  Partnership.  (This  structure  is
         commonly referred to as an umbrella partnership REIT or "UPREIT").

         Vinings  currently  owns three real  estate  assets,  which are (1) The
         Thicket Apartments ("Thicket"), a 254-unit apartment complex located in
         Atlanta,  Georgia,  owned through Thicket Apartments,  L.P., a Delaware
         limited partnership of which the Operating Partnership is a 99% limited
         partner  and  Thicket  Holdings,   Inc.,  a  Delaware  corporation  and
         wholly-owned  subsidiary of the Trust, is the sole general partner; (2)
         Windrush  Apartments  ("Windrush"),   a  202-unit  apartment  community
         located in Atlanta, Georgia owned through Vinings Communities,  L.P., a
         Delaware  limited  partnership of which the Operating  Partnership is a
         99% limited partner and the Trust is the sole general partner;  and (3)
         Peachtree,  an approximately 75,000 square foot,  single-story business
         park located in Atlanta,  Georgia,  owned by the Operating Partnership.
         At March 31, 1998,  Thicket,  Windrush and Peachtree  were 99%, 96% and
         100% leased, respectively.

         On July 1, 1996,  Vinings  effected a 1-for-8  reverse share split (the
         "Share  Split")  of  its  8,645,000  outstanding  Shares.  Shareholders
         tendered  their  Shares and  received  one Share for every eight Shares
         owned.  Vinings has purchased and continues to purchase any  fractional
         Shares at a cost of $5.50 per share.  As of March 31, 1998,  fractional
         Shares totaling 117 had been repurchased and retired leaving  1,080,508
         Shares  outstanding.  All  share  and per share  data  included  in the
         accompanying  financial statements and notes thereto have been restated
         to reflect the Share Split.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

         Basis of 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 (consisting only of normal recurring adjustments)
         for a fair presentation  have been included.  Operating results for the
         three month period ended March 31, 1998 are not necessarily  indicative
         of the results  that may be expected  for the year ending  December 31,
         1998.

         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.  The  minority  interest of the  unitholders  in the
         Operating  Partnership on the accompanying  balance sheet is calculated
         based on the minority interest ownership percentage (18.33% as of March
         31, 1998)  multiplied by the Operating  Partnership's  net assets.  The
         minority  interest  of the  unitholders  in the  income  or loss of the
         Operating  Partnership on the  accompanying  statement of operations is
         calculated based on the weighted average number of Shares and Units (as
         hereinafter  defined) outstanding during the period. The term "Vinings"
         or "Trust"  hereinafter refers to Vinings  Investment  Properties Trust
         and its subsidiaries, including the Operating Partnership.

         These financial  statements should be read in conjunction with Vinings'
         audited   consolidated   financial  statements  and  footnotes  thereto
         included  in  Vinings'  Annual  Report on Form 10-K for the year  ended
         December 31, 1997.


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

         Vinings  has elected to be taxed as a REIT under the  Internal  Revenue
         Code of 1986,  as  amended  (the  "Code").  As a result,  Vinings  will
         generally not be subject to federal income  taxation on that portion of
         its income that  qualifies  as REIT  taxable  income to the extent that
         Vinings  distributes  at  least  95%  of  its  taxable  income  to  its
         shareholders and satisfies certain other requirements.  Accordingly, no
         provision   for  federal   income  taxes  has  been   included  in  the
         accompanying consolidated financial statements.

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

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

         Cash Escrows
         ------------

         Cash  escrows  consist of real estate tax,  insurance  and  replacement
         reserve  escrows held by  mortgagees.  These escrows are funded monthly
         from property  operations and released solely for the purpose for which
         they were established.

         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 the Trust's real
         estate assets as of March 31, 1998.

         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,  5 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.

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

         Effective  beginning with the quarter and year ended December 31, 1997,
         Vinings  computes net income  (loss) per share under the  provisions of
         Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
         per Share." As  prescribed by SFAS No. 128, all prior period net income
         (loss) per share data has been restated to conform with the  provisions
         of SFAS No. 128.  Under SFAS No. 128, basic net income (loss) per share
         is computed  based upon the weighted  average  number of common  shares
         outstanding  during the period.  Diluted net income (loss) per share is
         computed  to reflect  the  potential  dilution  of all  instruments  or
         securities  which are  convertible  into  common  shares of the  Trust.
         Previously  reported net income (loss) per share under prior accounting
         standards  was equal to basic and diluted  net income  (loss) per share
         under SFAS No. 128.

         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:

                                                        For the three months
                                                           Ended March 31,
                                                    ---------------------------
                                                      1998             1997
                                                    ----------     -----------
           Net loss - basic                          $(38,443)       $(51,820)
           Minority interest                           (8,629)              -
                                                    ==========     ===========
           Net loss - diluted                        $(47,072)       $(51,820)
                                                    ==========     ===========

           Weighted average shares - basic           1,080,510       1,080,517
           Dilutive Securities
              Weighted average Units in Operating
                  Partnership                          242,546              -
              Share options                                 -               -
                                                    ==========     ===========
           Weighted average shares - diluted         1,323,056       1,080,517
                                                    ==========     ===========

         Units in the Operating Partnership held by the minority unitholders are
         redeemable for Shares of the Trust on a one-for-one basis, or for cash,
         at the option of the Trust. The dilutive effect of the share options on
         Vinings' net loss per share calculation was excluded,  as the impact of
         such share options was antidilutive.



         Reclassification
         ----------------

         Certain 1997  financial  statement  amounts have been  reclassified  to
         conform with the current year presentation.


NOTE 3 - REAL ESTATE ASSETS
---------------------------
 
         Windrush Apartments
         -------------------

         On December 19, 1997, Vinings acquired Windrush for a purchase price of
         $7,555,000 consisting of the assumption of an existing mortgage loan in
         the amount of  $6,464,898  and other  liabilities  and the  issuance of
         224,330 limited partnership units in the Operating Partnership.

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

         On June 28,  1996,  Vinings  acquired  Thicket for a purchase  price of
         $8,650,000.  The  acquisition  was  financed by a mortgage  loan on the
         property in the amount of $7,392,000 and borrowings  from Vinings' line
         of credit.

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

         Vinings  acquired  Peachtree  through a deed-in-lieu  of foreclosure on
         April 12, 1990.  Peachtree was recorded at $1,700,000,  its fair market
         value,  which  was less  than the book  value of the  Trust's  mortgage
         investment at the date of foreclosure.  Subsequent to the  acquisition,
         approximately $1,096,000 of improvements has been capitalized.


NOTE 4 - NOTES PAYABLE
----------------------

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

         At March 31, 1998, Vinings had the following mortgage notes payable:

         1)  9.04%  mortgage  note payable in the original  principal  amount of
             $7,392,000,  which is secured by Thicket and which  matures on July
             1, 2003. Principal and interest are payable in monthly installments
             of $59,691.

         2)  7.5%  mortgage  note payable which was assumed on December 19, 1997
             with a  principal  balance  of  $6,464,898,  which  is  secured  by
             Windrush and which matures on July 1, 2024.  Principal and interest
             are payable in monthly installments of $47,457.

         At March 31, 1998, the total  outstanding  principal for both notes was
         $13,749,527.  Scheduled  maturites of the mortgage  notes payable as of
         March 31, 1998 are as follows:

                            1998             $   109,462
                            1999                 156,664
                            2000                 169,860
                            2001                 184,179
                            2002                 199,716
                            Thereafter        12,929,646
                                            =============
                            Total            $13,749,527
                                            =============

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

         Vinings renewed its one-year line of credit in the amount of $2,000,000
         on June 27,  1997,  which bears  interest at the bank's base rate which
         approximates  prime.  At March 31, 1998,  the interest  rate was 8.50%.
         Interest is payable  monthly with the entire  principal  balance due on
         June 28,  1998.  It is  anticipated  that the  line of  credit  will be
         renewed at that time.  The line of credit is secured by  Peachtree.  At
         March 31,  1998,  the  outstanding  balance  of the line of credit  was
         $1,718,104.

NOTE 5 - RELATED PARTY TRANSACTIONS
-----------------------------------

         Vinings  entered into management  agreements  with Vinings  Properties,
         Inc. to provide property  management  services for Thicket and Windrush
         for a fee equal to five percent of gross  revenues  plus a fee for data
         processing.  Vinings  Properties,  Inc.  is  an  affiliate  of  certain
         officers  and  Trustees of  Vinings.  A total of $53,538 and $22,471 in
         management  fees and  $6,840 and  $3,810 in data  processing  fees were
         incurred by Vinings during the three month periods ended March 31, 1998
         and 1997, respectively.

         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, "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 have been reimbursed to The Vinings Group and beginning
         January 1, 1998, The Vinings Group has charged  Vinings nominal amounts
         for the  reimbursement  of certain  overhead  charges.  However,  while
         Vinings has been in its initial  growth  stages,  The Vinings Group has
         been committed to providing as many services as possible to promote the
         Trust's growth.  A total of $11,250 and $11,250 were paid for the three
         month  periods  ended  March 31,  1998 and 1997,  respectively,  to The
         Vinings Group for shareholder services provided for the sole benefit of
         Vinings by one of The Vinings Group's employees.  In addition,  a total
         of $15,000 has been  accrued for the three month period ended March 31,
         1998 to The Vinings Group for the  reimbursement of overhead  expenses.
         The  officers  did not  receive  compensation  from  Vinings  for their
         services during the first quarter of 1998.


NOTE 6 - DISTRIBUTIONS
----------------------

         There were no  distributions  declared or  distributed  for the periods
         ended March 31,  1998 and 1997.  Since the  consummation  of the Tender
         Offer,  management  has not  declared  any  dividends.  In an effort to
         rebuild Vinings' assets,  all operating cash flow has been reserved for
         future  growth  and  expansion.  However,  as assets are  acquired  and
         operating cash flow increases,  Vinings intends to pay distributions to
         shareholders  in  amounts  at least  sufficient  to enable the Trust to
         qualify as a REIT.


NOTE 7 - 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 March 31, 1998, at Peachtree:

                           1998             $  379,151
                           1999                503,749
                           2000                369,477
                           2001                287,531
                           2002                120,559
                                           ------------
                           Total            $1,660,467
                                           ============

         One tenant  generated 57% of Peachtree's  revenues for the period ended
         March 31, 1998. The same tenant accounts for 71% of the future minimum 
         lease payments.


NOTE 8 - 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.

         In August  1997,  Vinings,  through the  Operating  Partnership,  began
         contract  negotiations for the acquisition of a 2,365-unit portfolio of
         16  multifamily  properties.  The  sellers,  which  were 16  individual
         partnerships (the "Sellers"),  were to contribute the properties to the
         Operating  Partnership  in exchange for a  combination  of Units and/or
         cash  and  the  assumption  of  existing  mortgage   indebtedness  (the
         "Portfolio  Transaction").  The officers of Vinings  spent  substantial
         amounts of time and the Trust spent substantial amounts of money in its
         due  diligence  on  the   properties   and  in  contract   negotiations
         specifically  for this  portfolio.  Vinings  believes that it secured a
         binding  commitment  from the  Sellers for the  Portfolio  Transaction.
         Conditional  commitments for equity financing were obtained and Vinings
         was prepared to close on the  transaction in early 1998.  Within thirty
         days of closing,  the general  partner of the  Sellers  terminated  the
         contract for reasons  Vinings  believes to be pretextual,  in breach of
         the  contract  and not in the best  interests  of the  partners  of the
         selling partnerships or the shareholders of the Trust.

         On February 3, 1998,  Vinings  commenced an action against the Sellers,
         their  general  partners  and a  related  property  management  company
         seeking  specific  enforcement  of the  contract  and  damages  for the
         defendant's willful breach of contract,  lack of good faith negotiation
         and tortious interference in connection with the breach and termination
         of the  contract.  In a related  case,  the Sellers  filed an action on
         January 29, 1998 seeking a declaratory  judgement  that the contract is
         not valid,  binding and enforceable against them. Vinings is vigorously
         pursuing its claim.  However,  there can be no assurances  that Vinings
         will prevail in its action or recover any damages.


NOTE 9 - SUPPLEMENTAL CASH FLOW INFORMATION
-------------------------------------------

         Vinings  paid  interest of $323,553  and  $199,710 for the three months
         ended March 31, 1998 and 1997, respectively.


NOTE 10 - DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
--------------------------------------------------------------

         Based on interest rates and other  pertinent  information  available to
         Vinings as of March 31,  1998,  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 March 31, 1998.
         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 December 31, 1997.


NOTE 11 - 1997 STOCK OPTION AND INCENTIVE PLAN
----------------------------------------------

         At the 1997 annual  shareholders  meeting held on July 1, 1997, Vinings
         adopted the Vinings  Investment  Properties Trust 1997 Stock Option and
         Incentive Plan (the "Plan") in order to provide incentives to officers,
         employees,  Trustees,  and other key persons. The Plan provides for 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 March 31,  1998 the total
         number of shares available for issuance under the Plan was 132,305.

         On July 1, 1997, Vinings granted a total of 26,000  non-qualified share
         options  (the  "Options")  to the  officers,  Trustees  and certain key
         persons.  The Options are  exercisable  at a price of $5.00 (based on a
         closing  sales  price of a share of the  Trust on the  Nasdaq  SmallCap
         Market on June 30,  1997 of $4.56)  and become  exercisable  in full on
         July 1, 1998. No options had been exercised as of March 31, 1998.


<PAGE>


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

OVERVIEW
--------

Vinings Investment  Properties Trust ("Vinings" or the "Trust") was organized on
December  7, 1984 as a twenty year  finite-life  real  estate  investment  trust
("REIT")  whose  original  purpose  was  to  invest  in  participating,   shared
appreciation,  convertible and fixed rate mortgages and joint venture  financing
secured by office,  industrial  and retail  facilities  located  throughout  the
United States. The Declaration of Trust provided,  among other things,  that the
Trustees   would  use  their  best  efforts  to   terminate   the  Trust  within
approximately ten years. The Trustees proceeded with the orderly  liquidation of
assets and the distribution of proceeds to the shareholders.  As of December 31,
1995,  all of the assets to be  liquidated  had been sold  except the  Hawthorne
Note, as hereinafter  defined,  which was sold on January 3, 1996. The remaining
assets of the  Trust  were  Peachtree  Business  Center,  a 75,000  square  foot
business  park  located in  Atlanta,  Georgia  ("Peachtree")  and  approximately
$163,000 in cash.

On January 31, 1996,  Vinings  Investment  Properties,  Inc.  (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 of beneficial  interest,  without
par value (the "Shares"),  of the Trust.  The Tender Offer expired in accordance
with its terms at midnight on February  28,  1996,  and the  Purchaser  accepted
approximately   73.3%  of  the  outstanding   Shares.  In  connection  with  the
consummation of the Tender Offer,  all of the Trustees and officers of the Trust
resigned and were replaced with  designees of the Purchaser  ("Management").  In
addition,  the Trust was an  externally  advised REIT for which it paid advisory
fees to an  unrelated  third party (the  "Advisor").  Upon  consummation  of the
Tender  Offer,  the  relationship  with the Advisor was  terminated  and Vinings
became self-administered.

The purpose of the Tender  Offer was for  Management  to acquire  control of the
Trust and to rebuild  Vinings  assets by  expanding  into the  multifamily  real
estate markets  through the  acquisition of garden style  apartment  communities
which are leased to  middle-income  residents.  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.

On  June  11,  1996,  Vinings  Investment   Properties,   L.P.  (the  "Operating
Partnership"),  a Delaware limited partnership,  was organized.  As of March 31,
1998,  Vinings was the sole 1% general  partner and an 80.67% limited partner in
the  Operating  Partnership.  (This  structure  is  commonly  referred  to as an
umbrella partnership REIT or "UPREIT").

On July 1, 1996,  Vinings  effected a 1-for-8  reverse  share  split (the "Share
Split") of its 8,645,000 outstanding Shares.  Shareholders tendered their Shares
and received one Share for every eight Shares  owned.  Vinings has purchased and
continues to purchase any fractional  Shares at a cost of $5.50 per share. As of
March 31, 1998,  fractional Shares totaling 117 had been repurchased and retired
leaving 1,080,508 Shares outstanding.

At March 31, 1998,  Vinings' real estate assets were The Thicket  Apartments,  a
254-unit apartment community located in Atlanta,  Georgia ("Thicket"),  Windrush
Apartments,   a  202-unit  apartment  community  located  in  Atlanta,   Georgia
("Windrush") and Peachtree, which were 99%, 96% and 100% leased, respectively.

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
---------------------

Vinings' net loss for the three months ended March 31, 1998  decreased  $13,377,
or 26%,  from  $51,820 for the three  months ended March 31, 1997 to $38,443 for
the three months ended March 31, 1998.

Rental and other property revenues increased $420,301, or 71%, from $595,830 for
the three month  period ended March 31, 1997 to  $1,016,131  for the three month
period  ended March 31,  1998.  This  increase is due  primarily to the revenues
generated in connection  with Vinings'  ownership of Windrush  during 1998 which
was not in Vinings'  portfolio  during the first quarter of 1997. In addition to
the increased revenues  generated from Windrush,  revenues from both Thicket and
Peachtree increased due to occupancy and rental rate increases.

Property  operating and maintenance  expense  increased  $116,107,  or 45%, from
$256,563  for the three  months  ended March 31, 1997 to $372,670  for the three
months  ended March 31,  1998.  This  increase is due  primarily to the expenses
generated in connection with Vinings'  ownership of Windrush during 1998,  which
was not in Vinings' portfolio during the first quarter of 1997.

Depreciation  and amortization  increased by $51,904,  or 49%, from $106,844 for
the three  months  ended March 31, 1997 to $158,748  for the three  months ended
March 31, 1998, which is directly attributable to the acquisition of Windrush on
December 19, 1997.
Depreciation  and  amortization  from  Peachtree  and  Thicket  remained  fairly
constant.

Interest expense increased $131,781,  or 66%, from $199,710 for the three months
ended March 31, 1997 to $331,491 for the three months ended March 31, 1998,  due
primarily to the interest on the mortgage note secured by Windrush.  Interest on
Vinings' line of credit increased  slightly due to the increased  balance of the
line of credit at March 31, 1998.

General and administrative expense increased $117,850, or 156%, from $75,316 for
the three  months  ended March 31, 1997 to $193,166  for the three  months ended
March 31, 1998. Of this increase, $104,529 is legal and accounting, the majority
of which is legal expense  incurred in connection with the litigation  involving
the Portfolio Transaction. See Part II, Item 1 - Legal Proceedings and Note 8 to
the  Consolidated  Financial  Statements.  The  remainder of the increase is the
accrual of overhead  reimbursements to The Vinings Group totaling  $15,000.  See
Note 5 to the Consolidated Financial Statements.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Net cash provided by operating activities decreased $1,464, or 1%, from $120,328
for the three months ended March 31, 1997 to $118,864 for the three months ended
March 31, 1998.

Cash flows used in investing  activities  was $25,324 for the three months ended
March 31,  1998,  as compared to $61,511  for the three  months  ended March 31,
1997.  All of the  cash  used in  investing  activities  was  used  for  capital
expenditures at the properties.

Cash flows used in financing  activities  increased $22,428 from $12,625 for the
three  months  ended March 31, 1997 to $35,053 for the three  months ended March
31, 1998.  These funds were used to make  principal  repayments  on the mortgage
notes  payable and to retire  shares of  beneficial  interest in the Trust.  The
increase is due to the  principal  payments  made on the  mortgage  note payable
secured by Windrush, which Vinings did not hold at March 31, 1997.

Net cash increased  $58,487 for the three months ended March 31, 1998,  compared
to an increase of $46,192 for the three months ended March 31, 1997.

The cash held by Vinings  at March 31,  1998,  plus the cash flow from  Vinings'
assets, is expected to provide sources of liquidity to allow Vinings to meet all
current operating obligations. In addition, the remaining balance of $281,896 on
Vinings'  $2,000,000  line of credit may be drawn for working  capital  needs or
acquisition  funding. It is anticipated that the line of credit, which is due in
June 1998,  will be renewed,  refinanced  or repaid  through the issuance of new
equity. (For additional  information  regarding the line of credit see Note 4 to
Vinings' March 31, 1998 Consolidated Financial  Statements).  Management intends
to continue ongoing  discussions with capital sources,  both public and private,
as well as explore  financing  alternatives,  so as to allow the Trust to expand
and grow its income producing investments.


RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 128"), which
supersedes the authoritative literature and related interpretations for earnings
per share under  Accounting  Principles  Board Opinion No. 15. Effective for the
quarter and year ended  December 31, 1997,  the Trust computes net income (loss)
per share under the  provisions  of SFAS No. 128. As prescribed by SFAS No. 128,
all prior period net income  (loss) per share data has been  restated to conform
with the provisions of SFAS No. 128. Under SFAS No. 128, basic net income (loss)
per share is computed  based upon the weighted  average  number of common shares
outstanding  during the period.  Diluted net income (loss) per share is computed
to reflect the potential  dilution of all  instruments  or securities  which are
convertible  into common  shares of the Trust.  Previously  reported  net income
(loss) per share under prior accounting standards was equal to basic and diluted
net income (loss) per share under SFAS no. 128.


OTHER MATTERS
-------------

Vinings  was  informed  on April 3, 1998 by NASDAQ that its shares no longer met
certain  maintenance  requirements for continued listing on the SmallCap Market.
Although the Trust  believes  that all  requirements  have been met, it made the
strategic decision not to submit a proposal for achieving compliance so that its
listing would be transferred  from the SmallCap  Market to the  Over-the-Counter
Bulletin  Board.  Vinings  made this  decision  because it feels that its growth
would have been severely  hindered by newly  implemented  SmallCap  requirements
pertaining to shareholder approval of new share issuances.  Therefore, effective
April 28,  1998,  Vinings'  shares are traded on the  Bulletin  Board  under the
symbol "VIPIS."

Vinings is  currently  assessing  the  potential  impact of the year 2000 on the
processing of date sensitive  information.  The year 2000 issue is the result of
many  computer  programs  recognizing  a date  ending with "00" as the year 1900
rather than the year 2000,  causing potential system failures or miscalculations
which could result in disruptions of normal business operations.  However,  year
2000  computer  issues are not  expected  to have a material  adverse  impact on
Vinings'  financial  position,  results  of  operations  or cash flows in future
periods.  Vinings'  software systems are either currently year 2000 compliant or
will be compliant well in advance of January 1, 2000.

This Form 10-Q contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Vinings' actual results could differ materially from those set forth in
the  forward-looking  statements.  Certain  factors  that  might  cause  such  a
difference  include  the  following:   the  inability  of  Vinings  to  identify
properties  within  existing   multifamily   property   portfolios  of  entities
affiliated  with  Management  which will have a strategic fit with Vinings,  the
inability of Vinings to identify  unaffiliated  properties for acquisition,  the
less than  satisfactory  performance  of any property which might be acquired by
Vinings,  the inability to access the capital  markets in order to fund Vinings'
present growth and expansion  strategy,  the cyclical  nature of the real estate
market generally and locally in Georgia 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. 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>


                                     PART II


                                OTHER INFORMATION


Item 1.  Legal Proceedings
-------  -----------------

In August 1997,  Vinings,  through the  Operating  Partnership,  began  contract
negotiations  for the  acquisition  of a 2,365-unit  portfolio of 16 multifamily
properties.  The sellers, which were 16 individual partnerships (the "Sellers"),
were to contribute the properties to the Operating Partnership in exchange for a
combination  of  Units  and/or  cash and the  assumption  of  existing  mortgage
indebtedness  (the  "Portfolio  Transaction").  The  officers  of Vinings  spent
substantial  amounts of time and the Trust spent substantial amounts of money in
its due diligence on the  properties and in contract  negotiations  specifically
for this portfolio.  Vinings believes that it secured a binding  commitment from
the Sellers for the Portfolio  Transaction.  Conditional  commitments for equity
financing were obtained and Vinings was prepared to close on the  transaction in
early 1998.  Within thirty days of closing,  the general  partner of the Sellers
terminated the contract for reasons Vinings believes to be pretextual, in breach
of the  contract  and not in the best  interests  of the partners of the selling
partnerships or the shareholders of the Trust.

On February 3, 1998,  Vinings  commenced an action  against the  Sellers,  their
general  partners and a related  property  management  company seeking  specific
enforcement  of the contract and damages for the  defendant's  willful breach of
contract, lack of good faith negotiation and tortious interference in connection
with the breach and termination of the contract.  In a related case, the Sellers
filed an action on January 29, 1998  seeking a  declaratory  judgement  that the
contract  is not  valid,  binding  and  enforceable  against  them.  Vinings  is
vigorously pursuing its claim. However,  there can be no assurances that Vinings
will prevail in its action or recover any damages.


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

(a)      Exhibits

         27 - Financial Data Schedule

(b)      Reports on Form 8-K

         No reports on Form 8-K were filed  during the three  months ended March
         31, 1998.



<PAGE>



                                    SIGNATURE


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

                                    Vinings Investment Properties Trust



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



Dated:   March 15, 1998


<PAGE>