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 June 30, 1998
                                       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>
                                     PART I

                              FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS.

                      NATIONAL PROPERTIES INVESTMENT TRUST

                                      INDEX


     Accountants' Review Report

     Comparative Balance Sheet as of June 30, 1998 and December 31, 1997

     Comparative  Statement of Operations  for the Quarters Ended June 30, 1998
and 1997

     Comparative  Statement of Changes in Shareholders'  Equity for the Quarters
Ended June 30, 1998 and 1997

     Comparative  Statement of Cash Flows for the Quarters  Ended June 30, 1998
and 1997

     Notes to the Financial Statements


<PAGE>
                 [Letterhead of Bernardi, Alfin & Koos, L.L.C.]

                                   August 3, 1998

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 June 30, 1998 and the related  statements of operations,
changes in  shareholders'  equity and cash flows for the quarters ended June 30,
1998 and 1997,  included in the accompanying  Securities and Exchange Commission
Form 10-Q for the period ended June 30, 1998 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 reviews,  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, 1997, and the related statements
of operations,  shareholders' equity and cash flows for the year then ended (not
presented  herein).  In  our  report  dated  March  4,  1998,  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, 1997,
is fairly stated in all material  respects in relation to the balance sheet from
which it has been derived.

<PAGE>

     The accompanying  financial statements have been prepared assuming that the
Trust will continue as a going concern.  As discussed in Note 7 to the financial
statements,  the  Trust  has  sold  its real  property  and its  sole  remaining
substantial asset is an interest in Philips International Realty Corp. The Trust
does not  currently own any operating  assets.  These factors raise  substantial
doubt about the Trust's  ability to  continue as a going  concern.  Management's
plans in regard to these  matters are also  discussed  in Note 7. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

                                     Respectfully submitted,


                       /s/ Bernardi, Alfin & Koos, L.L.C.

                                     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>
                                                       (Reviewed)   (Audited)
                                                        
                                                         June 30,  December 31,
                                                          1998         1997

ASSETS:
<S>                                                    <C>         <C>        
      Investments in personal property                 $     3,723 $     4,287
      Cash and cash equivalents                              1,224      32,171
      Receivables                                              -         1,314
      Investments                                          119,592   1,412,800
      Other assets                                             -         1,543
                                                       ----------- -----------
                                                       $   124,539 $ 1,452,115
                                                       =========== ===========

LIABILITIES:
      Accounts payable, accrued expenses and
        checkbook overdraft                            $     4,125 $    31,755
      Prepaid rent                                           8,575       8,575
      Due to shareholders                                      635         -
      Note payable                                             -        89,821
                                                       ----------- -----------
           Total Liabilities                                13,335     130,151
                                                       ----------- -----------
SHAREHOLDERS' EQUITY:
      Shares of beneficial interest, no par value, unlimited
        authorization, shares issued and outstanding were
        745,317 in 1998 and 749,276 in 1997             11,790,408  11,791,190
      Accumulated deficit                              (11,586,369)(10,469,226)
      Accumulated other comprehensive income               (92,835)        -
                                                       ----------- -----------

           Total Shareholders' Equity                      111,204   1,321,964
                                                       ----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             $   124,539 $ 1,452,115
------------------------------------------             =========== ===========



    The accompanying notes are an integral part of the financial statements.
</TABLE>

<PAGE>
                      NATIONAL PROPERTIES INVESTMENT TRUST
                           CANTON CENTER, CONNECTICUT
                      COMPARATIVE STATEMENT OF OPERATIONS
                         See Accountants' Review Report

<TABLE>
<CAPTION>

                                                        For the Quarter Ended
                                                               June 30,
                                                             1998       1997
INCOME (LOSS) FROM OPERATIONS OF DISCONTINUED
          LAKE MARY REAL ESTATE:
<S>                                                        <C>       <C>      
         Gross rental income                               $    -    $  88,671
         Rental expenses                                        -      (57,485)
         General and administrative expenses                (17,019)   (22,391)
                                                           --------   --------
           Net Income (Loss) from Discontinued 
             Property Operations                            (17,019)     8,795
                                                           --------   --------

OTHER INCOME (LOSS):
         Interest income                                          1        288
         Loss on sale of investments                        (76,599)       -
                                                           --------   --------
           Total Other Income (Loss)                        (76,598)       288
                                                           --------   --------
NET INCOME (LOSS)                                           (93,617)     9,083
                                                           
OTHER COMPREHENSIVE INCOME, NET OF TAX:
         Unrealized losses on securities                    (92,835)       -
                                                           --------   --------
COMPREHENSIVE INCOME (LOSS)                               $(186,452)  $  9,083
                                                           ========   ========

INCOME (LOSS) PER SHARE OF BENEFICIAL INTEREST             $  (0.13)  $   0.01
                                                           ========   ========

COMPREHENSIVE INCOME (LOSS) PER SHARE OF 
BENEFICIAL INTEREST                                        $  (0.25)  $   0.01
                                                           ========   ========

AVERAGE NUMBER OF SHARES OF BENEFICIAL
         INTEREST                                           747,553    738,915
                                                           ========   ========

    The accompanying notes are an integral part of the financial statements.
</TABLE>

<PAGE>
                      NATIONAL PROPERTIES INVESTMENT TRUST
                           CANTON CENTER, CONNECTICUT
            COMPARATIVE STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                         See Accountants' Review Report

<TABLE>
<CAPTION>

                                            For the Quarter Ended      For the Quarter Ended

                                                   June 30,                   June 30,
                                                     1998                        1997
                                             Shares        Amount       Shares        Amount
SHARES OF BENEFICIAL INTEREST

<S>                                          <C>        <C>             <C>       <C>         
     Balance - Beginning of the Period       747,553    $ 11,791,190    718,860   $ 11,735,447

     Shares issued (redemed)                  (2,236)           (782)    30,416         36,900
                                             -------    ------------    -------   ------------

     Balance - End of the Period             745,317    $ 11,790,408    749,276   $ 11,772,347
                                             =======    ============    =======   ============


ACCUMULATED DEFICIT
     Balance - Beginning of the Period                  $(11,492,752)             $(11,328,666)

     Net income (loss)                                       (93,617)                    9,083
                                                        ------------             -------------

     Balance - End of the Period                        $(11,586,369)            $ (11,319,583)
                                                        ============             =============


ACCUMULATED OTHER COMPREHENSIVE INCOME
     Balance - Beginning of the Period                  $        -                $        -

     Unrealized loss on marketable securities                (92,835)                      -
                                                        -------------              -------------

     Balance - End of the Period                        $    (92,835)             $        -
                                                        ============               =============



    The accompanying notes are an integral part of the financial statements.
</TABLE>

<PAGE>
                           CANTON CENTER, CONNECTICUT
                       COMPARATIVE STATEMENT OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents
                         See Accountants' Review Report

<TABLE>
<CAPTION>

                                                          For the Quarter Ended
                                                                June 30,
                                                         1998          1997

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                         <C>       <C>     
     Net income (loss)                                      $(93,617) $  9,083
                                                            --------  --------
     Adjustments to reconcile net income (loss) to net cash
      provided by (used in) operating activities
          Loss on sale of marketable securities               76,599       -
          Depreciation and amortization                          282    14,060

          Changes in  Assets and Liabilities:
              Receivables                                        -      (4,696)
              Other assets                                       -       2,469
              Accounts payable and accrued expenses           (2,411)   13,404
              Security deposits held and prepaid rent            -       1,488
                                                            --------  --------
                  Total Adjustments                           74,470    26,725
                                                            --------  --------
     Net Cash Provided By (Used In) Operating Activities     (19,147)   35,808
                                                            --------  --------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of personal property                               -     (42,343)
                                                            --------  --------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Principal payments on debt                             (104,821)   (7,205)
     Payments for redemption of shares                        (2,436)      -
     Proceeds from the issuance of  shares                     1,654       -
     Proceeds from loan receivable                            15,000       -
     Proceeds from the sale of marketable securites          110,974       -
                                                            --------  --------
          Net Cash Provided By (Used In) 
            Financing Activities                              20,371    (7,205)
                                                            --------  --------


NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS           1,224   (13,740)

CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD               -      24,356
                                                            --------  --------

CASH AND CASH EQUIVALENTS, END OF THE PERIOD                $  1,224  $ 10,616
                                                            ========  ========










  The accompanying notes are an integral part of the financial statements.
</TABLE>

<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.

                    On December 31, 1997, National Properties  Investment Trust,
               sold its sole  real  estate  asset  (the  "Property")  to a newly
               formed  real  estate   investment  trust  company,   the  Philips
               International  Realty Corp., a Maryland corporation ("New REIT"),
               in  exchange  for 32,000  shares of the Common  Stock of New REIT
               pursuant to a Contribution and Exchange  Agreement,  dated August
               11, 1997, as amended,  among the Trust,  the Board of Trustees of
               the  Trust,  New  REIT and  certain  affiliated  partnerships  or
               limited liability companies associated with a private real estate
               firm  controlled  by Philip  Pilevsky  and certain  partners  and
               members thereof (the "Contribution and Exchange Agreement"). Soon
               after the  issuance of the New REIT stock,  the stock split 1.706
               to 1 and the shares were issued on May 8, 1998. The New REIT will
               indirectly own ten shopping center properties in the New England,
               Mid-Atlantic and Southeast regions of the United States. New REIT
               is not affiliated with the Trust or the Trustees of the Trust and
               the sale price for the Property was  determined  by  arm's-length
               negotiations   between   the   parties.   The   Property   is  an
               approximately  38,125 square foot shopping center located in Lake
               Mary, Florida and, as of the date of sale, was 100% occupied. The
               consummation of the transactions contemplated by the Contribution
               and Exchange Agreement,  including the sale of the Property,  was
               approved  by a majority of the  shareholders  of the Trust at its
               special meeting held on December 30, 1997. 499,097 of the 747,522
               shares entitled to vote at such meeting  approved the transaction
               proposal, with 13,219 opposed and 10,624 abstaining.


                    3,744 shares of the New REIT Common  Stock were  distributed
               to the Trust  shareholders  on December  31, 1997 and  additional
               20,256 of such shares were distributed to the Trust  shareholders
               on January 7, 1998  (representing  in the aggregate not less than
               75% of the Common  Stock  received by the Trust).  The  remaining
               8,000   shares  are  to  be   retained   by  the  Trust  and  any
               distributions  on the shares or net proceeds from the sale of the
               shares  will  be  available  to the  Trust  for  working  capital
               purposes.  The New REIT stock  split 1.706 to 1 and the Trust was
               issued a total of 13,348 on May 8, 1998.

               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.


<PAGE>



NOTE 1 - Organization and Summary of Accounting Policies: (Continued)

                    D. Income  Taxes:  
                    The Trust has made for prior years,  and intends to make for
               1998,  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  June 30,  1998 and June 30,  1997.  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 7 years for personal property.

              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.

              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  offices  are  located  at  premises  owned  by the
              Managing Trustee.  No rent was charged to the Trust in the quarter
              ended June 30, 1998,  however,  the Trust paid utility  bills for
              the office of $169 in the quarter ended June 30, 1998.


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 - Investments:

                    The  Companies'  marketable  securities  consist  of  equity
               securities  that have a readily  determinable  fair market value.
               Management  determines  the  appropriate  classification  of  its
               investments  at  the  time  of  purchase  and  re-evaluates  such
               determinations at each balance sheet date. Since the Companies do
               not intend to sell these  securities  in the near term,  they are
               classified as "available for sale" and  accordingly,  are carried
               at fair value,  with  unrealized  gains and  losses,  net of tax,
               reported as a separate component within the stockholders'  equity
               section of the balance  sheet.  Realized  gains and losses on all
               marketable  securities are determined by specific  identification
               and are charged or credited to current earnings.



NOTE 5 - Investment in Personal Property:

                  All of the Trust's  property is recorded at  historical  cost.
              The Trust's property and equipment are as follows:

<TABLE>
<CAPTION>
                                                         June 30, December 31,
                                                           1998       1997
                                                           ----       ----
<S>                                                    <C>       <C>  
Furnishings and Equipment ..................              $6,545     $6,545
Less: Accumulated Depreciation .............             ( 2,822)   ( 2,258)
                                                          ------     ------
  Net Investment in Personal Property ......              $3,723     $4,287
                                                          ======     ======
</TABLE>


NOTE 6- Receivables:
                  Receivables consist of the following:
<TABLE>
<CAPTION>
                                                         June 30, December 31,
                                                           1998       1997
                                                           ----       ----
<S>                                                      <C>       <C>   
Tenant Receivables ...............................       $   --      $1,314
Allowance for Doubtful Accounts ..................           --        --
                                                         --------    ------
Tenant Receivables net of Allowance ..............       $   --      $1,314
                                                         ========    ======
</TABLE>


NOTE 7 - Note Payable:

                    As part of the sale of the Lake  Mary  property,  the  Trust
               entered into a secured non-recourse note agreement for settlement
               adjustments  in favor of the  purchaser.  The note  balance as of
               June 30, 1998 and December 31, 1997 was $0 and $89,821.  The note
               was  secured by 4,000  shares of  Phillips  International  Realty
               Corp. stock.


NOTE 8- Going Concern:

                    The Trusts sole remaining  substantial asset is an interest
               in  Philips   International  Realty  Corp.  The  Trust  does  not
               currently own any operating  assets.  The Trust is  contractually
               bound to  operate  for one year  until  December  31,  1998.  The
               Trustees  of the Trust  plan to  investigate  new  properties  as
               possible  acquisitions  for the Trust.  Potential  properties are
               currently  under  investigation,  although  the  talks are in the
               preliminary  stages.  Should the Trust be unable to acquire a new
               property(ies)  by the end of 1998,  the  Trustees  will  evaluate
               their options as to the best course of action for the Trust.


NOTE 9- Sale of Lake Mary Property:

                  The Trust  exchanged  its sole real estate  holding for 32,000
              shares of the Common Stock of New REIT,  valued at $1,600,000 plus
              the assumption of its first mortgage.  The total selling price was
              $2,161,940,  resulting in a gain of $1,106,368.  The Trust remains
              contingently liable on the first mortgage.

                    The value of the Philips  International  Realty Corp.  stock
               and the  value of the Lake  Mary real  property  were  determined
               based  upon  the  opinions  of  each  of  the  parties  financial
               advisors. The relative valuations of the Partnership  Properties,
               and the Trust's  Property,  were considered  independently by the
               Philips Group and the Trust,  and  negotiated on an  arm's-length
               basis.  The Trust and the Philips  Group are not related  parties
               and retained separate legal counsel and financial  advisors.  The
               terms of the Contribution and Exchange  Agreement were the result
               of lengthy  negotiations.  However, no third-party  appraisals of
               the  Properties  or any  other  assets  were  used to value  such
               property for purposes of the Transaction.

                  Accordingly,  no assurance  can be given that the valuation of
              Philips   International   Realty  Corp.   implied  by  the  market
              capitalization  of Philips  International  Realty  Corp.  does not
              exceed the aggregate  value of the Properties that might have been
              obtained from an independent  appraisal,  or that the common stock
              received by the Trust in the Transactions  reflects the fair value
              of the Trust's Property.


<PAGE>



NOTE 10- Contingencies:

                  Salvatore R. Carabetta,  an Independent  Trustee,  resigned on
              June 30, 1996. A successor  Trustee was not  appointed  until June
              16, 1997,  which is greater than the 60 day period required by the
              Declaration of Trust for the  appointment of a successor  Trustee.
              The  Declaration  of  the  Trust  requires  a  new  Trustee  to be
              appointed  within 60 days.  On June 16, 1997 Robert  Reibstein was
              appointed as Trustee of the Trust.

                  On January 6, 1996 the Managing Trustee, Peter Stein, declared
              a dividend  without the express  approval  of Mr.  Carabetta.  Mr.
              Stein  believes that the request for a vote sent to Mr.  Carabetta
              twice  by  certified  mail and not  responded  to,  constitutes  a
              presence  at a vote and  abstention  from the  vote.  Additionally
              until June 25, 1996 when Jay Goldman was elected as Trustee of the
              Trust,  Peter  Stein,  the  Managing  Trustee,  had been acting on
              behalf of the Trust  without the express  approval of the majority
              of the Trustees. Peter Stein and Salvatore Carabetta were the sole
              remaining  Trustees  and since a majority of  Trustees  need to be
              present to have a vote, both Trustees needed to be present to hold
              a vote.  On June 16,  1997,  a  Trustee  meeting  was held and the
              Trustees  acknowledged  that the Trust was  operating  without the
              full  complement of Trustees and approved and ratified all actions
              carried out by the officers of the Trust.

                  On June 16, 1997, the Trustees adopted an Amended and Restated
              Declaration of Trust,  which provides that the Trust may choose to
              elect  officers,  including a President  who shall act as Managing
              Trustee,  and which further  defines the powers and limitations of
              the officers of the Trust.  As of September  30, 1997, no officers
              of the Trust have been  appointed to oversee the management of the
              Trust.

                  In  July  1993,   the  then  trustees  of  Trust  amended  the
              Declaration  of Trust,  without  seeking or obtaining  shareholder
              approval,  to, among other things,  create an open-end  trust such
              that National would have an infinite life.  Since the date of such
              amendment, National and its trustees have been acting at all times
              in a manner  consistent  with such infinite life status.  Although
              the current Trustees believe that such trustees acted within their
              discretionary  authority under the original  Declaration of Trusts
              in effecting such amendment without seeking  shareholder  approval
              and that such  amendment  was  properly  adopted,  there can be no
              assurance  that one or more  shareholders  of the  Trust  will not
              challenge  the validity of such  amendment  premised upon the need
              for such  shareholder  approval  under the  terms of the  original
              Declaration of Trust or seek damages for breach of the contractual
              provisions  of  the  original  Declaration  of  Trust.  If  such a
              challenge  was  successfully  brought,  Trust may be  required  to
              obtain shareholder approval of such amendment in order to maintain
              its infinite life status (as opposed to liquidating one year after
              the completion of the Formation Transactions), and there can be no
              assurances that such shareholder approval,  if required,  would be
              obtained.
<PAGE>

NOTE 10- Contingencies: (Continued)

                    On May 29, 1998 the  shareholders  of the Trust  amended the
               Trusts  Declaration of Trust,  to the  following:  (i) to confirm
               self-management  of the Trust by the  Trustees,  and the Managing
               Trustee and such  officers  as the  Trustees  may appoint  acting
               under  their   direction,   (ii)  to  substitute  for  provisions
               contemplating  a finite  life of the Trust  and  self-liquidation
               upon sale of the Trusts last real estate asset,  a provision for
               perpetual  life of the  Trust  until  terminated  by  action of a
               majority in interest  of the  Shareholders,  and (iii) to broaden
               the Trusts  investment  guidelines and remove certain investment
               restrictions in order to give the Trustees greater flexibility in
               managing the Trusts remaining assets for maximum  realization of
               value in the Trust, subject always to the purpose of the Trust to
               operate so as to qualify as a real estate investment trust within
               the meaning of the Internal Revenue Code.

                    A lawsuit  has been  brought  by a  successor  of the former
               Advisor  (Former  Advisor) in the State of Connecticut  against
               the  Trust,  Peter  Stein  (the  Managing  Trustee  of the Trust)
               individually,  and First  Investment  Properties,  Inc. (a former
               Advisor of the  Trust)  for  $105,000  plus  interest,  costs and
               attorneys  fees.  The suit  contends  that the Trust assumed and
               ratified the contract between First Investment Properties,  Inc.,
               which succeeded the Former Advisor as Advisor. The Trust contends
               it was never  party to the  contract  and  intends to  vigorously
               defend these actions which it considers groundless.  The ultimate
               resolution of these matters is not ascertainable at this time. No
               provision  has been made in the financial  statements  related to
               these  claims.  A similar  lawsuit that had been filed in Florida
               has been dropped and the 2,100  shares of Phillips  International
               Realty Corp.  stock owned by Peter Stein,  the Managing  Trustee,
               which had been held in escrow has been released.

                  Management is unable to determine the effects the above events
              will have on the financial condition of the Trust, if any.


NOTE 11- Supplemental Disclosure of Cash Flow Information:

<TABLE>
<CAPTION>
                                                            June 30,  June 30,
                                                              1998      1997
Cash paid during the year -
<S>                                                     <C>           <C>   
    Income taxes ..........                             $      --     $   --
    Interest ..............                             $      --     $ 14,397


</TABLE>
<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 1997 and prior  years,  and intends to make for 1998,  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.

On December 31, 1997, the Trust sold its sole real estate asset (the "Property")
to a newly formed real estate  investment trust company,  Philips  International
Realty Corp., a Maryland corporation ("New REIT"), in exchange for 32,000 shares
of the common  stock of the New REIT  pursuant to a  Contribution  and  Exchange
Agreement,  dated August 11,  1997,  as amended,  among the Trust,  the Board of
Trustees of the Trust, New REIT and certain  affiliated  partnerships or limited
liability  companies  associated  with a private real estate firm  controlled by
Philip Pilevsky and certain partners and members thereof (the  "Contribution and
Exchange  Agreement").  Soon after the issuance of the New REIT stock, the stock
split 1.706 to 1 and the shares  were  issued on May 8, 1998.  The New REIT will
indirectly own ten shopping center  properties in the New England,  Mid-Atlantic
and Southeast regions of the United States.  New REIT is not affiliated with the
Trust or the  Trustees  of the Trust and the sale  price  for the  Property  was
determined by arm's-length  negotiations between the parties. The Property is an
approximately  38,125 square foot shopping center located in Lake Mary,  Florida
and,  as of the  date of  sale,  was  100%  occupied.  The  consummation  of the
transactions contemplated by the Contribution and Exchange Agreement,  including
the sale of the Property,  was approved by a majority of the shareholders of the
Trust at its special  meeting held on December 30, 1997.  499,097 of the 747,522
shares entitled to vote at such meeting approved the transaction proposal,  with
13,219 opposed and 10,624 abstaining.

The Trust exchanged its sole real estate holding for 32,000 shares of the Common
Stock of New REIT plus the assumption of its first  mortgage.  The total selling
price was $2,161,940, resulting in a gain of $1,106,368. 3,744 shares of the New
REIT Common Stock were  distributed  to the Trust  shareholders  on December 31,
1997 and  approximately  20,256 of such  shares  were  distributed  to the Trust
shareholders on January 7, 1998 (representing in the aggregate not less than 75%
of the Common Stock received by the Trust). The remaining 8,000 shares are to be
retained by the Trust and any  distributions  on the shares or net proceeds from
the sale of the  shares  will be  available  to the  Trust for  working  capital
purposes.  The New REIT stock  split 1.706 to 1 and the Trust was issued a total
of  13,348  on May 8,  1998.  The  Trust is  contingently  liable  on the  first
mortgage.

The  Trust's  sole  remaining  substantial  asset  is  an  interest  in  Philips
International  Realty  Corp.  The Trust  does not  currently  own any  operating
assets. The Trust is contractually  bound to operate for one year until December
31,  1998.  The  Trustees of the Trust plan to  investigate  new  properties  as
possible  acquisitions for the Trust.  Potential  properties are currently under
investigation,  although  the talks are in the  preliminary  stages.  Should the
Trust be unable to acquire a new  property(ies) by the end of 1998, the Trustees
will evaluate their options as to the best course of action for the Trust.

Liquidity and Capital Resources

     The Trust's primary cash  requirements are for operating  expenses relating
to continuing the existence of the Trust.

At June 30, 1998 the Trust had $1,224 in cash.  Current  liabilities  and future
expenses are  expected to be funded from the  proceeds  from the sale of Philips
International  Realty Corp.  stock. On May 26, 1998, the Trust sold 6,400 shares
of the New REIT stock for  $111,200.  The proceeds were used to pay off the note
payable to the New REIT.

     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  asset of the Trust  consists of an investment in the common
stock of Philips International Realty Corp.

Inflation

Not applicable


Competition

Not applicable


Results of Operations

Not applicable.  The Trust has no current operations and has incurred $17,019 of
expenses and realized  losses on investments  of $76,599 for expenses  necessary
for the continued existence of the Trust.


<PAGE>
                                    PART II

                                OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS.

                    A lawsuit  has been  brought  by a  successor  of the former
               Advisor  ("Former  Advisor") in the State of Connecticut  against
               the  Trust,  Peter  Stein  (the  Managing  Trustee  of the Trust)
               individually,  and First  Investment  Properties,  Inc. (a former
               Advisor of the  Trust)  for  $105,000  plus  interest,  costs and
               attorney's  fees.  The suit  contends  that the Trust assumed and
               ratified the contract between First Investment Properties,  Inc.,
               which succeeded the Former Advisor as Advisor. The Trust contends
               it was never  party to the  contract  and  intends to  vigorously
               defend these actions which it considers groundless.  The ultimate
               resolution of these matters is not ascertainable at this time. No
               provision  has been made in the financial  statements  related to
               these  claims.  A similar  lawsuit that had been filed in Florida
               has been dropped and the 2,100  shares of Phillips  International
               Realty Corp.  stock owned by Peter Stein,  the Managing  Trustee,
               which had been held in escrow has been released.


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

                           The annual meeting of  shareholders  was held May 29,
                  1998 and the  shareholders of the Trust reelected the Trustees
                  of the Trust and voted to amend the  Declaration  of Trust and
                  ratify the following:  In accordance  with the  Declaration of
                  Trust,   the  Trustees  have  approved   amending  the  Trusts
                  Declaration of Trust, to the following  effect,  and recommend
                  that the  Shareholders  approve  and ratify  the same:  (i) to
                  confirm  self-management of the Trust by the Trustees, and the
                  Managing Trustee and such officers as the Trustees may appoint
                  acting  under  their   direction,   (ii)  to  substitute   for
                  provisions  contemplating  a  finite  life  of the  Trust  and
                  self-liquidation  upon sale of the  Trust's  last real  estate
                  asset,  provision  for  perpetual  life  of  the  Trust  until
                  terminated  by  action  of  a  majority  in  interest  of  the
                  Shareholders,  and (iii) to  broaden  the  Trust's  investment
                  guidelines and remove certain investment restrictions in order
                  to give the  Trustees  greater  flexibility  in  managing  the
                  Trust's  remaining assets for maximum  realization of value in
                  the  Trust,  subject  always  to the  purpose  of the Trust to
                  operate  so as to qualify as a real  estate  investment  trust
                  within the meaning of the Internal Revenue Code.

ITEM 5.     OTHER INFORMATION.

                  NONE

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

                  NONE

<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:                       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                   8/13/98
Peter M. Stein



/s/ Jay Goldman          Trustee                           8/13/98
Jay W. Goldman



/s/ Robert Reibstein     Trustee                            8/13/98
Robert Reibstein