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

                                   FORM 10-Q/A
                
                                Admendment No. 2



            [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                For the Quarterly Period ended September 30, 1997
                                       OR



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


                         Commission File Number 2-95449


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




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


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


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






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



<PAGE>

     The  Registrants  Form 10-Q for the quarter  ended  September  30, 1997 is
amended as follows:


     Item 2 of the Registrants Form 10-Q for the quarter ended June 30, 1997 is
amended as follows:
 
     Results of  Operations  have been  revised in  accordance  with Item 303 of
Regulation S-K. *









*  Filed herewith

<PAGE>

ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS.


Results of Operations

     For the quarter  ended  September 30, 1997,  the Trust  reported net income
from  property  operations  of $1,625 as  compared  to a net loss from  property
operations  of $1,752 for the quarter  ended  September  30, 1996.  For the nine
months ended  September  30, 1997,  the Trust  reported net income from property
operations  of $11,412 as  compared to net income from  property  operations  of
$2,278 for the nine months  ended  September  30,  1996.  The  increase in gross
rental  income  for the  quarter  ended  September  30,  1997 is the  result  of
decreases  in  vacancies  resulting in an increase of gross rental of $5,641 and
rent  escalations  resulting  in an increase of gross  rental  income of $5,167.
Also,  the Trust had net income of $1,759 and  $11,943  for the quarter and nine
months ended September 30, 1997, compared to a net loss of $1,443 and net income
of  $3,620  for  the  quarter  and  nine  months  ended   September   30,  1996,
respectively.  General and  administrative  expenses increased by $6,815 for the
quarter ended  September 30, 1997 over the quarter ended  September 30, 1996 due
to increases  in expenses  related to the Trusts  preparation  for the proposed
sale of $3,602 and increases in health insurance premiums of $1,939.

     The Managing  Trustee was paid $12,000 and $36,000 for the quarter and nine
months ended September 30, 1997,  respectively.  In addition,  the Trust offices
are located at premises  owned by the Managing  Trustee.  No rent was charged to
the Trust in the quarter and nine months ended September 30, 1997,  although the
Trust paid  utility  bills for the office of $435 and $1,571 in the  quarter and
nine months ended September 30, 1997, respectively.



<PAGE>


Signatures

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

NATIONAL PROPERTIES INVESTMENT TRUST



Date:   12/24/97            By:   \s\ Peter M. Stein
                                  Peter M. Stein
                                  Managing Trustee

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

Signature                  Title                             Date



/s/ Peter M. Stein       Managing Trustee                   12/24/97
Peter M. Stein



/s/ Jay Goldman          Trustee                            12/24/97
Jay W. Goldman



/s/ Robert Reibstein     Trustee                             12/24/97
Robert Reibstein