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

                                   FORM 10-Q/A
                
                                Admendment No. 1



            [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  Registrant's  M, D & A and the financial  statements of the Registrant
have been revised to incorporate  grammatical corrections to conform the 10-Q to
the Schedule 14A Information to be filed by the Registrant.

<PAGE>

                                     PART I

                              FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS.

                      NATIONAL PROPERTIES INVESTMENT TRUST

                                      INDEX


          Accountants' Review Report

          Comparative  Balance  Sheet as of September  30, 1997 and December 31,
     1996

          Comparative  Statement of  Operations  for the Quarter and Nine Months
     Ended September 30, 1997 and 1996

          Comparative  Statement of Changes in Shareholders' Equity for the Nine
     Months Ended September 30, 1997 and 1996

          Comparative  Statement  of  Cash  Flows  for  the  Nine  Months  Ended
     September 30, 1997 and 1996

          Notes to the Financial Statements


<PAGE>

                 [LETTERHEAD OF BERNARDI, ALFIN & KOOS, L.L.C.]

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,  1997  and the  related  statements  of
operations  for the quarter and nine months ended  September  30, 1997 and 1996,
and changes in  shareholders'  equity and cash flows for the nine  months  ended
September  30,  1997 and  1996,  included  in the  accompanying  Securities  and
Exchange  Commission  Form  10-Q for the  period  ended  September  30,  1997 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, 1996, and the related statements
of operations,  shareholders' equity and cash flows for the year then ended (not
presented  herein).  In our report dated March 18, 1997 and October 7, 1997,  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,
1996 is fairly stated in all material  respects in relation to the balance sheet
from which it has been derived.

November 5, 1997                  Respectfully submitted,

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

                                  BERNARDI, ALFIN & KOOS, L.L.C.
                                  Certified Public Accountants


<PAGE>
<TABLE>
<CAPTION>
                      NATIONAL PROPERTIES INVESTMENT TRUST
                         CANTON CENTER, CONNECTICUT
                            COMPARATIVE BALANCE SHEET
                         See Accountants' Review Report


                                                   September 30, December 31,
                                                        1997        1996
                                                        ----        ----

ASSETS:
<S>                                                  <C>           <C>
  Investments in real estate and personal property   $1,006,333    $ 948,583
  Cash and cash equivalents ......................       14,492       44,403
  Receivables ....................................       22,121       18,248
  Other assets ...................................       24,681       39,633
                                                      ---------     --------

TOTAL ASSETS .......................                 $1,067,627   $1,050,867
------------                                         ==========    =========

LIABILITIES:
  Accounts payable and accrued expenses .            $   36,509   $   53,107
  Security deposits held and prepaid rent                26,958       20,821
  Mortgage payable ......................               549,636      571,258
                                                      ---------     --------
    Total Liabilities                                   613,103      645,186
                                                        -------      -------


SHAREHOLDERS' EQUITY:
  Shares of beneficial interest, no par value, unlimited  authorization,  shares
    issued and outstanding were 749,276 in 1997 and
    718,860 in 1996                                 11,791,866    11,754,966
  Accumulated deficit ...............              (11,337,342)  (11,349,285)
                                                    ----------    ----------
     Total Shareholders' Equity                        454,524       405,681
                                                    ----------    ----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY         $ 1,067,627   $ 1,050,867
------------------------------------------          ==========     =========

</TABLE>



    The accompanying notes are an integral part of the financial statements.



                                       
<PAGE>
<TABLE>
<CAPTION>

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


                                         For the Quarter Ended  For the Nine Months Ended
                                                September 30,           September 30,
                                                -------------          -------------
                                               1997       1996       1997         1996
                                               ----       ----       ----         ----

PROPERTY OPERATIONS:
<S>                                           <C>         <C>        <C>        <C>
  Gross rental income ...................     92,636      81,828     268,323    260,265
  Rental expenses .......................    (62,306)    (61,690)   (182,268)  (184,054)
  General and administrative expenses        (28,705)    (21,890)    (74,643)   (73,933)
                                            --------    --------    --------    -------
  Net Income(Loss)from Property Operations     1,625      (1,752)     11,412      2,278

  OTHER INCOME (EXPENSE):
  Interest income                                134         309         531      1,342
                                            --------    --------    --------    -------

  NET INCOME (LOSS)                            1,759      (1,443)     11,943      3,620
                                            ========    ========    ========    =======


  INCOME PER SHARE OF BENEFICIAL INTEREST       0.00        0.00        0.02       0.01
                                            ========     =======    ========    =======

  AVERAGE NUMBER OF SHARES OF BENEFICIAL
    INTEREST                                 749,276     718,860     742,394    718,860
                                            ========    ========    ========    =======

</TABLE>

    The accompanying notes are an integral part of the financial statements.



<PAGE>

<TABLE>
<CAPTION>

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



                                        For the Nine Months Ended  For the Nine Months Ended
                                               September 30,             September 30,

                                                   1997                      1996
                                                   ----                      ----

                                           Shares        Amount       Shares        Amount
                                           ------        ------       ------        ------
SHARES OF BENEFICIAL INTEREST

<S>                                        <C>        <C>             <C>      <C>
  Balance - Beginning of the Period        718,860    $ 11,754,966    718,860  $ 11,735,447

  Shares issued ...................         30,416          36,900       --           --
                                           -------       ---------    -------    ----------

  Balance - End of the Period .....        749,276    $ 11,791,866    718,860  $ 11,735,447
                                           =======      ==========    =======    ==========


  ACCUMULATED DEFICIT

  Balance - Beginning of the Period                   $(11,349,285)            $(11,274,829)

  Net income                                                11,943                    3,620

  Dividends paid ..................                           --                    (36,339)
                                                        ----------               ----------

  Balance - End of the Period .....                   $(11,337,342)            $(11,307,548)
                                                        ==========               ==========

</TABLE>



    The accompanying notes are an integral part of the financial statements.



<PAGE>

<TABLE>
<CAPTION>

                      NATIONAL PROPERTIES INVESTMENT TRUST
                           CANTON CENTER, CONNECTICUT
                       COMPARATIVE STATEMENT OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents
                         See Accountants' Review Report


                                                     For the Nine Months Ended
                                                             September 30,
                                                           1997         1996
                                                           ----         ----

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                      <C>         <C>
  Net income .........................................   $ 11,943    $   3,620
                                                           ------      -------

  Adjustments to reconcile net income to net cash
  provided by operating activities

  Depreciation and amortization ......................     40,838       37,329
  Changes in Assets and Liabilities:
  Receivables ........................................     (3,873)      (9,285)
  Other assets .......................................      8,220        4,709
  Accounts payable and accrued expenses ..............    (16,598)       3,454
  Security deposits held and prepaid rent ............      6,137         --
                                                           ------       ------    
  Total Adjustments ..................................     34,724       36,207
                                                           ------       ------
  Net Cash Provided By Operating Activities ..........     46,667       39,827
                                                           ------       ------

  CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of personal property ......................    (91,856)     (17,348)
                                                          -------      -------

  CASH FLOWS FROM FINANCING ACTIVITIES:
  Principal payments on debt .........................    (21,622)     (19,167)
  Proceeds from the issuance of shares ...............     36,900         --
  Dividends paid .....................................       --        (36,339)
                                                           ------      -------
  Net Cash Provided By (Used In) Financing Activities      15,278      (55,506)
                                                           ------      -------

  NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS    (29,911)     (33,027)

  CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD .     44,403      108,081
                                                           ------      -------

  CASH AND CASH EQUIVALENTS, END OF THE PERIOD .......   $ 14,492    $  75,054
                                                           ======      =======

</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.  The Trust  currently  owns a single  property  located in
          central Florida. 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 at
          Lake Mary, Florida, is the Trust's sole remaining property.

          B. Basis of Presentation:

               The accompanying unaudited financial statements of the Trust 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.  In the  opinion of
          management,  all adjustments (consisting of normal recurring accruals)
          considered  necessary  for a fair  presentation  have  been  included.
          Operating  results  for  the  three-  and  nine-month   periods  ended
          September 30, 1997 are not necessarily  indicative of the results that
          may be expected  for the year ended  December  31,  1997.  For further
          information,  refer  to  the  financial  statements  and  accompanying
          footnotes  thereto  included in the Trust's annual report on Form 10-K
          for the year ended December 31, 1996

          C. Method of Accounting:

               The  financial  statements of the Trust have been prepared on the
          accrual basis of accounting.

          D. 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.

          E. Income Taxes:

               The Trust has made for prior years, and intends to make for 1997,
          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,
          1997 and  September 30, 1996.  However,  the Trust is subject to state
          income taxes, where applicable.


<PAGE>


                      NATIONAL PROPERTIES INVESTMENT TRUST
                          NOTES TO FINANCIAL STATEMENTS

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

          F. Real Estate Assets and Depreciation:

               The Trust recognizes  impairment losses for long-lived assets, on
          a property by property  basis,  used in operations  when indicators of
          impairment are present and the undiscounted  future cash flows are not
          sufficient to recover the asset's  carrying  value. If such indicators
          are present,  an impairment loss is recognized  based on the excess of
          the carrying  amount of the impaired  asset over its fair value during
          the period that the indicators are present.

               For long-lived  assets to be disposed of,  impairment  losses are
          recognized  when the fair value of the asset,  less the estimated cost
          to sell, is less than the carrying  value of the asset measured at the
          time management commits to a plan to dispose of the asset.  Assets are
          classified as assets to be disposed of when  management  has committed
          to sell and is actively marketing the property.  Assets to be disposed
          of are carried at the lower of carrying  value or fair value less cost
          to dispose, determined on an asset by asset basis. Depreciation is not
          recorded  during the period in which  assets are held for disposal and
          gains (losses) from initial and subsequent adjustments to the carrying
          value of the assets,  if any, are recorded as a separate  component of
          income from continuing operations.

               No  impairment  losses  have been  recognized  since the  Trust's
          adoption of Statement of Financial  Accounting  Standards ("SFAS") No.
          121"  Accounting  for the  Impairment  of  Long-Lived  Assets  and for
          Long-Lived Assets to be Disposed of".

               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.

          G. 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.

          H. 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 $12,000 and $36,000 as compensation for managing
     the Trust  property  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.

          On March 3,  1997,  the  Trust  issued  30,416  shares  of  beneficial
     interest  to an IRA for the  benefit of a Trustee of the Trust.  The shares
     were issued for $1.2132 per share, totaling $36,900.

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  May,  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>


NOTE 4  -  Investment   in  Real  Estate  and  Personal   Property: (Continued)

          The Trust's property and equipment are as follows:

<TABLE>
<CAPTION>
                                         The Shoppes at Lake Mary
                                         September 30,  December 31,
                                             1997         1996
                                             ----         ----
<S>                                       <C>          <C>
              Land ....................   $  313,807   $  230,299
              Buildings ...............    1,147,584    1,147,584
              Tenant Improvements .....      219,090      210,742
              Furnishings and Equipment       19,544       19,544
                                          ----------   ----------
         Total .....................       1,700,025    1,608,169
      Less: Accumulated Depreciation      (  693,692)  (  659,586)
                                          ----------   ----------
Net Investment in Real Estate
and Personal Property                    $ 1,006,333  $   948,583
                                           =========    =========
</TABLE>


NOTE 5- Receivables:

          Receivables consist of the following:
<TABLE>
<CAPTION>

                                                9/30/97  12/31/96
                                                -------  --------
<S>                                             <C>       <C>
              Tenant Receivables ............   $22,121   $18,248
              Allowance for Doubtful Accounts      --        --
                                                 ------    ------
     Tenant Receivables net of Allowance      $  22,121 $  18,248
                                                 ======    ======
</TABLE>


NOTE 6 - Mortgages Payable:
<TABLE>
<CAPTION>

                                                9/30/97    12/31/96
                                                -------    --------
<S>                                             <C>        <C>
     Mortgage payable in monthly
     Installments of $7,201 of principal
     and interest at 2% over prime on the
     outstanding balance.  The balance of
     principal and interest is due in full
     in October 1998.  The loan is secured
     by a first mortgage lien on The
     Shoppes at Lake Mary                       $549,636   $571,258
                                                 =======    =======
</TABLE>



          The following  sets forth the principal  payments due on the mortgage
     payable for the twelve months ended:

<TABLE>
<S>                                         <C>
                       September 30, 1998    31,528
                       September 30, 1999   518,108

</TABLE>

<PAGE>


 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:
<TABLE>

<S>                                       <C>
                                   1998   $277,458
                                   1999    181,817
                                   2000     93,715
                                   2001     24,324
                                   2002     14,230
                             Thereafter     32,018
                                          --------
                             Total        $623,562
                                          ========
</TABLE>


NOTE 8- Agreement for the Sale of Real Property:

          On August 11, 1997, the Trust and Trustees entered into a Contribution
     and Exchange  Agreement with a newly-formed  entity (the "Company") for the
     exchange of the Trust's sole  property for 32,000 shares of common stock of
     the Company.  The Company is expected to qualify as a REIT and will have 10
     retail properties at its inception, nine to be contributed by affiliates of
     the  Company  and one by the  Trust.  All  shareholders  of the Trust  will
     receive a distribution  of a portion of the Company stock and the remaining
     Company stock will be held by the Trust.  The Company will pay all expenses
     of the Trust  (including  attorney's and  accountants'  fees) in connection
     with the  negotiation,  documentation  and  consummation  of the  formation
     transactions.

          The Contribution and Exchange Agreement provides terms under which the
     agreement may be terminated,  and under certain circumstances the Trust may
     be required  to pay a  termination  fee of  $500,000  to $750,000  plus the
     expenses  of the  Company  and the  Trust  incurred  in  connection  of the
     formation transactions.

          Shareholders  of the Trust will  receive a proxy  statement/prospectus
     pursuant  to which  they will be asked to  approve  the  proposed  business
     combination with the Company. The proxy  statement/prospectus will contain
     all the material details of the transaction and is expected to be mailed to
     the shareholders of the Trust in November.

          It is contemplated that this transaction will be completed by December
     31, 1997.

<PAGE>

NOTE 9- 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.


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


NOTE 10- Supplemental Disclosure of Cash Flow Information:

<TABLE>
<CAPTION>

                                      9-30-97    9-30-96
                                      -------    -------
Cash paid during the nine months ended -
<S>                                    <C>       <C>
                        Income taxes   $  --     $  --
                        Interest ...   $43,187   $46,618
</TABLE>



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 1996 and  prior  years,  and  intends  to make for  1997,  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, 1997 the Trust has cash of  approximately  $14,492,  which is
comprised almost entirely of net income from operations.

     On August 11, 1997, the Trust and Trustees  entered into a Contribution and
Exchange  Agreement with a newly-formed  entity (the "Company") for the exchange
of the Trust's sole  property for 32,000  shares of common stock of the Company.
The Company is expected to qualify as a REIT and will have 10 retail  properties
at its inception, nine to be contributed by affiliates of the Company and one by
the Trust.  All  shareholders  of the Trust  will  receive a  distribution  of a
portion of the Company stock and the remaining Company stock will be held by the
Trust. The Company will pay all expenses of the Trust (including  attorney's and
accountants'  fees)  in  connection  with  the  negotiation,  documentation  and
consummation of the formation transactions.

     The  Contribution  and Exchange  Agreement  provides  terms under which the
agreement may be terminated,  and under certain  circumstances  the Trust may be
required to pay a  termination  fee of $500,000 to $750,000 plus the expenses of
the  Company  and  the  Trust   incurred  in   connection   with  the  formation
transactions.

     Shareholders  of  the  Trust  will  receive  a  proxy  statement/prospectus
pursuant  to  which  they  will  be  asked  to  approve  the  proposed  business
combination with the Company.  The proxy  statement/prospectus  will contain all
the  material  details of the  transaction  and is  expected to be mailed to the
shareholders of the Trust in November.

     It is contemplated  that this transaction will be completed by December 31,
1997.

The  principal  assets of the Trust  consist 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.


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  property's
current 100% 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 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 is related to
increases in gross rental  income.  Also, the Trust had net income of $1,759 and
$11,943 for the quarter and nine months ended  September 30, 1997  respectively,
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.

     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>


                                     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.

                  The Trust filed a Form 10-K/A,  Amendment  No. 2 to the Annual
                  Report  pursuant to Section 13 or 15(d) of the  Securities and
                  Exchange Act of 1934 for the year ended December 31, 1996.

                  The  Trust  filed  a  Form  10-Q/A,  Amendment  No.  1 to  the
                  Quarterly  Report  pursuant  to  Section  13 or  15(d)  of the
                  Securities and Exchange Act of 1934 for the quarter ended June
                  30, 1997.


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

                  The Trust filed a Form 8-K, Current Report pursuant to Section
                  13 of 15(d) of the  Securities  and Exchange Act of 1934 as of
                  August 7, 1997. The Form 8-K contained an Amended and Restated
                  Declaration of Trust.




<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:   11/26/97            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                   11/26/97
Peter M. Stein



/s/ Jay Goldman          Trustee                            11/26/97
Jay W. Goldman



/s/ Robert Reibstein     Trustee                             11/26/97
Robert Reibstein