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

                                   FORM 10-Q


     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

               For the Quarterly Period ended September 30, 1996

                                      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) 678-1109




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>
 
                                    PART I
                                    ------

                             FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS.

                     NATIONAL PROPERTIES INVESTMENT TRUST

                                     INDEX


     Accountants' Review Report
        
     Comparative Balance Sheet as of September 30, 1996 and December 31, 1995

     Comparative Statement of Operations for the Nine Months Ended September 30,
     1996 and 1995

     Comparative Statement of Changes in Shareholders' Equity for the Nine
     Months Ended September 30, 1996 and 1995

     Comparative Statement of Cash Flows for the Nine Months Ended September 30,
     1996 and 1995

     Notes to the Financial Statements
<PAGE>
 
          [LETTERHEAD OF BERNARDI, ALFIN & KOOS, L.L.C. APPEARS HERE]


                                       November 11, 1996

Trustees
National Properties Investment Trust
P.O. Box 148
Canton Center, Connecticut  06020

We have reviewed the accompanying balance sheet of National Properties
Investment Trust as of September 30, 1996 and the related statements of
operations, changes in shareholders' equity and cash flows for the nine months
ended September 30, 1996 and 1995, included in the accompanying Securities and
Exchange Commission Form 10-Q for the period ended September 30, 1996 in
accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants. All
information included in these financial statements is the representation of the
management of National Properties Investment Trust.

A review of interim financial information consists principally of inquiries of
company personnel and analytical procedures applied to financial data. It is
substantially less in scope than an audit conducted in accordance with generally
accepted auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of December 31, 1995, and the related statements
of operations, shareholders' equity and cash flows for the year then ended (not
presented herein). In our report dated March 28, 1996, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying balance sheet as of December 31, 1995,
is fairly stated in all material respects in relation to the balance sheet from
which it has been derived.

                                       Respectfully submitted,
                                       /s/ Bernardi Alfin & Koos
                                       BERNARDI, ALFIN & KOOS, L.L.C.
                                       Certified Public Accountants
<PAGE>
 
                     NATIONAL PROPERTIES INVESTMENT TRUST
                     ------------------------------------
                          CANTON CENTER, CONNECTICUT
                          --------------------------
                           COMPARATIVE BALANCE SHEET
                           -------------------------
                        See Accountants' Review Report

<TABLE> 
<CAPTION> 
                                                                                   September 30,             December 31,           

                                                                                       1996                     1995            
                                                                                       ----                     ----
<S>                                                                             <C>                      <C> 
ASSETS:                                                         
-------
  Investments in real estate and personal property                              $       917,045          $       930,294
  Cash and cash equivalents                                                              75,054                  108,081
  Receivables                                                                            23,196                   13,911
  Other assets                                                                           38,561                   50,002
                                                                                  -------------            -------------

TOTAL ASSETS                                                                    $     1,053,856          $     1,102,288
------------                                                                      =============            =============


LIABILITIES:
------------
  Accounts payable and accrued expenses                                         $        28,575          $        25,121
  Security deposits held                                                                 18,196                   18,196
  Mortgage payable                                                                      579,186                  598,353
                                                                                  -------------            -------------
     Total Liabilities                                                                  625,957                  641,670
                                                                                  -------------            -------------

SHAREHOLDERS' EQUITY:
---------------------
  Shares of beneficial interest, no par value, unlimited
   authorization, shares issued and outstanding were
   718,860 in 1996 and 718,860 in 1995                                               11,735,447               11,735,447
  Accumulated deficit                                                               (11,307,548)             (11,274,829)
                                                                                  -------------            -------------
     Total Shareholders' Equity                                                         427,899                  460,618
                                                                                  -------------            -------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                      $     1,053,856          $     1,102,288
------------------------------------------                                        =============            =============
</TABLE> 

The accompanying notes are an integral part of the financial statements.
<PAGE>
 
                     NATIONAL PROPERTIES INVESTMENT TRUST
                     ------------------------------------
                          CANTON CENTER, CONNECTICUT
                          --------------------------
                      COMPARATIVE STATEMENT OF OPERATIONS
                      -----------------------------------
                        See Accountants' Review Report

<TABLE> 
<CAPTION> 
                                                                                                 For the Nine Months Ended
                                                                                                        September 30,
                                                                                                        -------------
                                                                                                   1996               1995
                                                                                                   ----               ----
<S>                                                                                           <C>                <C> 
PROPERTY OPERATIONS:
--------------------
  Gross rental income                                                                         $    260,265       $    259,518    
  Rental expenses                                                                                  184,054            125,333
                                                                                                ----------         ----------
    Net Income from Property Operations                                                             76,211            134,185
                                                                                                ----------         ----------
OTHER INCOME (EXPENSE):
-----------------------
  Interest income                                                                                    1,342              -
  General and administrative expenses                                                              (73,933)          (104,241)
                                                                                                ----------         ----------
    Total Other Income (Expense)                                                                   (72,591)          (104,241)
                                                                                                ----------         ----------

NET INCOME                                                                                    $      3,620       $     29,944
----------                                                                                      ==========         ==========


INCOME PER SHARE OF BENEFICIAL INTEREST                                                       $       0.01       $       0.04
---------------------------------------                                                         ==========         ==========

AVERAGE NUMBER OF SHARES OF BENEFICIAL INTEREST                                                    718,860            717,372
-----------------------------------------------                                                 ==========         ==========
</TABLE> 

The accompanying notes are an integral part of the financial statements.
<PAGE>
 
                     NATIONAL PROPERTIES INVESTMENT TRUST
                     ------------------------------------
                          CANTON CENTER, CONNECTICUT
                          --------------------------
           COMPARATIVE STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
           --------------------------------------------------------
                        See Accountants' Review Report

<TABLE> 
<CAPTION> 
                                                          For the Nine Months Ended                    For the Nine Months Ended
                                                                September 30,                                September 30,
                                                                -------------                                -------------
                                                                                  
                                                                    1996                                         1995
                                                     -----------------------------------         -----------------------------------

                                                        Shares                 Amount               Shares                 Amount 
                                                        ------                 ------               ------                 ------
<S>                                                  <C>             <C>                         <C>              <C> 
SHARES OF BENEFICIAL INTEREST 
-----------------------------                         
  Balance - Beginning of the Period                     718,860      $      11,735,447               718,860      $      11,735,447

                                                      ---------        ---------------            ----------        ---------------
  Balance - End of the Period                           718,860      $      11,735,447               718,860      $      11,735,447
                                                      =========        ===============            ==========        ===============

                                                                                                               
ACCUMULATED DEFICIT                                                                                                            
-------------------                                   
  Balance - Beginning of the Period                                  $     (11,274,829)                           $     (11,327,800)


  Net income                                                                     3,620                                       29,944
                                                                                                               
  Dividends paid                                                               (36,339)                                     -
                                                                       ---------------                              ---------------
                                                                                                               
  Balance - End of the Period                                        $     (11,307,548)                           $     (11,297,856)

                                                                       ===============                              ===============
</TABLE> 

The accompanying notes are an integral part of the financial statements.
<PAGE>
 
                     NATIONAL PROPERTIES INVESTMENT TRUST
                     ------------------------------------
                          CANTON CENTER, CONNECTICUT
                          --------------------------
                      COMPARATIVE STATEMENT OF CASH FLOWS
                      -----------------------------------
               Increase (Decrease) in Cash and Cash Equivalents
                        See Accountants' Review Report

<TABLE> 
<CAPTION> 
                                                                                               For the Nine Months Ended
                                                                                                     September 30,
                                                                                                     -------------
                                                                                                1996               1995
                                                                                                ----               ----
<S>                                                                                        <C>                <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                   
-------------------------------------
  Net income                                                                               $      3,620       $     29,944     
                                                                                             ----------         ----------
  Adjustments to reconcile net income to net cash
  provided by operating activities

    Depreciation and amortization                                                                37,329             35,047
    Changes in  Assets and Liabilities:
      Receivables                                                                                (9,285)            (2,645)
      Other assets                                                                                4,709              -
      Accounts payable and accrued expenses                                                       3,454            (41,988)
                                                                                             ----------         ----------
        Total Adjustments                                                                        36,207             (9,586)
                                                                                             ----------         ----------
  Net Cash Provided By Operating Activities                                                      39,827             20,358
                                                                                             ----------         ----------
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                                           
-------------------------------------
  Purchase of personal property                                                                 (17,348)             -              

                                                                                             ----------         ----------
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                                           
-------------------------------------
  Principal payments on debt                                                                    (19,167)           (22,887)
  Dividends paid                                                                                (36,339)             -
                                                                                             ----------         ----------
    Net Cash Used In Financing Activities                                                       (55,506)           (22,887)
                                                                                             ----------         ----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                            (33,027)            (2,529)
----------------------------------------------------

CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD                                              108,081              3,378
--------------------------------------------------                                           ----------         ----------

CASH AND CASH EQUIVALENTS, END OF THE PERIOD                                               $     75,054       $        849
============================================                                                 ==========         ==========
</TABLE> 

The accompanying notes are an integral part of the financial statements.
<PAGE>
 
                     NATIONAL PROPERTIES INVESTMENT TRUST
                         NOTES TO FINANCIAL STATEMENTS

NOTE 1 - Organization and Summary of Accounting Policies:
         ------------------------------------------------
         A. Organization:
            -------------
             National Properties Investment Trust (formerly Richard Roberts Real
         Estate Growth Trust I) (the "Trust") was organized on January 16, 1985
         as a Massachusetts Business Trust. The Trust invests directly in equity
         interests in commercial, industrial and/or residential properties in
         the United States which have income-producing capabilities and intends
         to hold its properties for long-term investment (approximately four to
         seven years). The Trust currently owns a single property located in
         central Florida. Due to past adverse conditions in the real estate
         market, and the economy in general, the Trustees have determined that
         it would be necessary to extend the holding period for its property
         beyond the property's anticipated four to seven years. The results of
         the Trust's operations depend upon the Trust's property's competitive
         position in its respective leasing market. The Shoppes at Lake Mary, a
         strip shopping center located in Lake Mary, Florida, is the Trust's
         sole remaining property. The Trust extends credit to its lessees in the
         State of Florida.

         B.  Method of Accounting:
             ---------------------
             The financial statements of the Trust have been prepared on the
         accrual basis of accounting.

         C.  Cash Equivalents:
             -----------------
             For financial statement purposes, the Trust considers all highly
         liquid investments with original maturities of three months or less to
         be cash equivalents.

         D.  Income Taxes:
             -------------
             The Trust has made for prior years, and intends to make for 1996,
         an election to file as a real estate investment trust (REIT) for
         federal tax purposes, and if so qualified, will not be taxed on
         earnings distributed to shareholders. Accordingly, no provision for
         federal income taxes has been made for the periods ended September 30,
         1996 and September 30, 1995. However, the Trust is subject to state
         income taxes, where applicable.

         E.  Depreciation:
             -------------
             Depreciation was computed using the straight-line method over an
         estimated depreciable life of 40 years for real property, 7 years for
         personal property, and over the life of the related lease for tenant
         improvements.

         F. Accumulated Deficit:
            --------------------
            The accumulated deficit, reported as a reduction of Shareholders'
         Equity, includes net losses recognized and distributions made to
         Shareholders as a return of capital invested.
<PAGE>
 
                     NATIONAL PROPERTIES INVESTMENT TRUST
                         NOTES TO FINANCIAL STATEMENTS

NOTE 1 - Organization and Summary of Accounting Policies: (Continued)
         ------------------------------------------------
         G. Use of Estimates:
            -----------------
            The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect certain reported amounts and disclosures.
         Accordingly, actual results could differ from those estimates.

NOTE 2 - Related Party Transactions:
         ---------------------------
             The Trust has entered into a temporary management agreement with
         the Managing Trustee for a one year term. The agreement calls for the
         Managing Trustee to be paid $4,000 per month plus Trust related
         expenses. The Trust paid the Managing Trustee $34,000 as compensation
         for managing the Trust property for the nine months ended September 30,
         1996. In addition, the Trust offices are located at premises owned by
         the Managing Trustee. No rent is being charged to the Trust.

             The Trust gave Salvatore Carabetta, a Trustee of the Trust, a hold
         harmless agreement in exchange for Mr. Carabetta's resignation as
         Trustee of the Trust during July 1996.

NOTE 3 - Earnings Per Share:
         -------------------
             Earnings per Share of Beneficial Interest are computed on the
         weighted average number of Shares of Beneficial Interest outstanding
         during the period.

NOTE 4 - Investment in Real Estate and Personal Property:
         ------------------------------------------------
             The Trust purchased The Shoppes at Lake Mary, a 38,125 square foot
         shopping center located in Lake Mary, Florida on March 31, 1986 for
         $3,200,000. Pursuant to the purchase agreement, the seller guaranteed
         that the revenues generated by the project during the first two years
         of its operation would be at least equal to the aggregate of all
         expenses incurred in connection with the use and operation of the
         project during each such year plus $360,000. The seller placed $300,000
         of the purchase price in an interest bearing escrow account as security
         for the guarantee. On September 26, 1986, the Trust released the seller
         from the guarantee in consideration for the funds held in escrow. The
         funds held in escrow were forwarded to the Trust on October 2, 1986.
         The basis of the property acquired has been reduced by the amount
         received under the terms of the cash flow guarantee. On December 31,
         1991 the Trust reduced the book value of real property by $1,677,901 to
         its net realizable value .

             All of the Trust's property are recorded at historical cost, except
         for it's real property which is recorded at its historical cost, less
         $310,762 for the reduction in basis due to the release of funds
         escrowed at closing, and less $1,677,901 loss reserve to reduce the
         property value to its net realizable value.
<PAGE>
 
                     NATIONAL PROPERTIES INVESTMENT TRUST
                         NOTES TO FINANCIAL STATEMENTS

NOTE 4 - Investment in Real Estate and Personal Property: (Continued)
         ------------------------------------------------
             The Trust's property and equipment are as follows:

                                                 The Shoppes at Lake Mary
                                           September 30,           December 31,
                                               1996                    1995   
                                               ----                    ----
    Land                                   $   195,299             $   195,299
    Buildings                                1,147,584               1,147,584
    Tenant Improvements                        202,877                 188,925
    Furnishings and Equipment                   19,545                  16,149
                                           -----------             -----------
      Total                                  1,565,305               1,547,957
    Less: Accumulated Depreciation         (   648,260)             (  617,663)
                                           -----------             -----------
    Net Investment in Real Estate
    and Personal Property                  $   917,045             $   930,294
                                           ===========             ===========

NOTE 5 - Receivables:
         ------------
             Receivables consist of the following:

                                                        9/30/96       12/31/95
                                                        -------       --------
             Tenant Receivables                       $  23,197      $  13,911
             Allowance for Doubtful Accounts                -              -
                                                      ---------      ---------
             Tenant Receivables net of Allowance      $  23,197      $  13,911
                                                      =========      =========

NOTE 6 - Mortgages Payable:
         ------------------

                                                        9/30/96       12/31/95
                                                        -------       --------
             Mortgage payable in monthly 
              installments of principal of $7,201
              plus interest charged at 2% over 
              prime on the outstanding balance.
              The balance of principal & interest 
              is due in full in October, 1998. 
              The loan is secured by a first 
              mortgage lien on the Shoppes
              at Lake Mary.                           $ 579,186      $ 598,353
                                                      =========      =========


             The following sets forth the principal payments due on the
             mortgages payable:


                     September 30, 1997          25,376
                     September 30, 1998          28,242
                     September 30, 1999         525,568
<PAGE>
 
                     NATIONAL PROPERTIES INVESTMENT TRUST
                         NOTES TO FINANCIAL STATEMENTS

NOTE 7 - Tenant Leases:
         --------------
             The Trust has entered into operating lease agreements with tenants
         of its rental property which have various termination dates. Certain
         leases also contain provisions for inflationary increases and the pass
         through of a portion of operating expenses under specified
         circumstances. Future minimum lease payments under noncancellable
         operating leases are as follows:
                        1997                  $ 295,679
                        1998                    170,340
                        1999                     85,324
                        2000                     46,604
                        2001                      4,145
                                                -------
                        Total                 $ 602,092
                                                =======

NOTE 8 - Dividends Paid to Shareholders:
         -------------------------------
             A one time dividend was paid on January 29, 1996, to shareholders
         of record as of September 30, 1995, of $0.05 per share. This dividend
         was a return of capital to the shareholders. The dividend was declared
         by the sole vote of the Managing Trustee and was approved by the
         shareholders' at their annual meeting held June 28, 1996.

NOTE 9 - Contingencies:
         --------------
             George Knude, an Independent Trustee, resigned on November 13,
         1995. A successor Trustee, Jay W. Goldman, was elected by the
         shareholders' at their annual meeting held June 28, 1996. The
         Declaration of the Trust requires a new Trustee to be appointed within
         60 days. Additionally, prior to June 28, 1996, Peter Stein, the
         Managing Trustees had been acting on behalf of the Trust without the
         express approval of the majority of the Trustees. Prior to June 28,
         1996, Peter Stein and Salvatore Carabetta were the sole Trustees and
         since a majority of Trustees need to be present to have a vote, both
         Trustees need to be present to hold a vote. Effective July 1996, Mr.
         Carabetta resigned as Trustee of the Trust.

             A trustee meeting has not been called, which has delayed the full
         implementation of the self managed trust organization. The Trustees
         need to draft an amended and restated Declaration of Trust to define
         the powers and limitations on the "Officers" and "Board of Directors"
         of the Trust for a vote by the shareholders. A group of Trustee's has
         not been appointed to serve as the "Board of Directors" to oversee the
         management of the Trust by the Managing Trustee.

             Management is unable to determine the effects the above events will
         have on the financial condition of the Trust, if any.
<PAGE>
 
                     NATIONAL PROPERTIES INVESTMENT TRUST
                         NOTES TO FINANCIAL STATEMENTS

NOTE 10 - Supplemental Disclosure of Cash Flow Information:
          -------------------------------------------------


                                                        9-30-96       9-30-95
                                                        -------       -------
        Cash paid during the year -
          Income taxes                                  $     -       $     -
          Interest                                      $46,618       $32,675


NOTE 11 - Reclassifications:
          ------------------
              Certain prior year amounts have been reclassified to conform with
          the current year presentation.
<PAGE>
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.

NATIONAL PROPERTIES INVESTMENT TRUST (the "Trust") was organized on January
16, 1985, as a Massachusetts Business Trust. On July 23, 1993, the Trust
changed its name from Richard Roberts Real Estate Growth Trust I to its current
name. The Trust has made for 1995 and prior years, and intends to make for
1996, an election to file as a real estate investment trust "REIT" under the
provisions of the Internal Revenue Code and intends to maintain this status as
long as it will benefit the Trust's shareholders. The Trust considers its
business to be operating in one industry segment, investment in real property.

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

The Trust's primary cash requirements are for capital expenditures and operating
expenses, including utilities, insurance, sales taxes, maintenance and
management costs. Historically, the Trust's primary sources of cash have been
from operations and bank borrowings.

At September 30, 1996 the Trust has cash of approximately $75,054, which is
comprised almost entirely of proceeds from the refinancing of the first and
second mortgages on the Trust's property. The proceeds were used to repay the
first and second mortgages, in which the first mortgage was due in December
1996, pay the prior years and current year property taxes, provide working
capital to perform tenant improvements for two new tenants, provide capital to
install sewer lines mandated by the Town of Lake Mary, and provide funds to
issue a shareholder dividend. The Trust anticipates the need for $75,000 to
$100,000 for capital expenditures for mandated new sewer lines and tenant
improvements during 1996.

The Trust is currently searching for potential new properties for acquisition.
When a new property is identified, the Trust plans to raise new capital or
exchange shares of beneficial interest to finance the purchase of the property.
In exchange for capital raised, the Trust intends to issue stock to the new
investors. This stock will be in addition to the stock now outstanding for the
Trust. Currently no new properties have been contracted for purchase and no new
capital has been raised.

The principal assets of the Trust consists of an equity position in an income
producing commercial property and cash.

Inflation
---------

Inflation has been consistently low during the periods presented in these
financial statements and, as a result, has not had a significant effect on the
operations of the Trust.
<PAGE>
 
Competition
-----------

The Trust's remaining property investment is subject to competition from similar
types of properties in the vicinity in which it is located. While the market in
which the property operates is experiencing a recovery, the property values
generally remain below the highs realized in the mid-1980's. The properties
current 98% occupancy rate, and the Trust's holding of several long-term leases
with automatic escalation clauses, are indicators that the Trust is not
currently facing heavy competition for tenants.

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

For the nine months ended September 30, 1996, the Trust reported net income from
property operations (before General and Administrative expenses) of $76,211 as
compared to net income from property operations of $134,185 for the nine months
ended September 30, 1995. This decrease is related to increased repairs and
maintenance and insurance costs. Also, the Trust experienced a net income from
operations of $3,620 for the nine months ended September 30, 1996, compared to a
income of $29,944 for the nine months ended September 30, 1995. The difference
is primarily due to the increase in rental expenses partially offset by
reduction in costs associated with operational expenses, and the travel and
related costs incurred with evaluating new investments.

The Managing Trustee is continuing conversations with other REITs and real
estate portfolios concerning merging in order for both entities to benefit from
the ability to share overhead. The Trustee's primary goal is to protect the
shareholders' current investment and to enhance their current return by reduced
general and administrative costs. These conversations are preliminary and the
Managing Trustee is unable to predict whether such a merger will become a
reality and if consummated, whether the shareholders will receive an increased
return on their investment. While this direction is not without risk, the
Managing Trustee feels it is in the best interest of the Shareholders.
<PAGE>
 
                                    PART II
                                    -------

                               OTHER INFORMATION




ITEM 1.    LEGAL PROCEEDINGS.

             NONE


ITEM 2.    CHANGES IN SECURITIES.

             NONE


ITEM 3.    DEFAULTS UPON SENIOR SECURITIES.

             NOT APPLICABLE


ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF HOLDERS OF BENEFICIAL INTEREST

             NONE


ITEM 5.    OTHER INFORMATION.

             NONE


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.

             NONE FILED FOR THE QUARTER  
<PAGE>
 
Signatures

Pursuant to the requirements of Section 13 of 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: ___________________   By:   __________________________________
                                  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



___________________________   Managing Trustee                ______________
Peter M. Stein



___________________________   Trustee                         ______________
Jay W. Goldman