SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                   ******************************************
                                    
                                   FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                   ******************************************                

                      For the quarter ended MARCH 31, 1999



                         Commission file number 0-13693
                         ------------------------------
                             

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                -------------------------------------------
               (Exact name of registrant as specified in charter)




         Massachusetts                                              13-6850434
         -------------                                            --------------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)


3111 Paces Mill Road, Suite A-200, Atlanta, GA                         30339
----------------------------------------------                    --------------
(Address of principal executive offices)                             (Zip Code)

              
                                 (770) 984-9500
                               -------------------
              Registrant's telephone number, including area code:




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                           Yes X                 No
                              ---                  ---

      Shares of Beneficial Interest outstanding at April 30,1999: 1,100,504
<PAGE>

   

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                         INDEX OF FINANCIAL INFORMATION

                                                                            PAGE
PART I   FINANCIAL INFORMATION                                              ----

Item 1   Financial Statements

         Consolidated Balance Sheets as of March 31, 1999                     3
         and December 31, 1998

         Consolidated Statements of Operations for the
         three months ended March 31, 1999 and 1998                           4

         Consolidated Statements of Shareholders' Equity for the
         three months ended March 31, 1999                                    5

         Consolidated Statements of Cash Flows
         for the three months ended March 31, 1999 and 1998                   6

         Notes to Consolidated Financial Statements                           7

Item 2   Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                  19

PART II  OTHER INFORMATION/SIGNATURE

Item 6   Exhibits and Reports on Form 8-K                                     24

         Signature                                                            25


<PAGE>

<TABLE>

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
<CAPTION>

                                                                                 March 31,          December 31,
                                                                                    1999                1998
                                                                              ---------------     ----------------
ASSETS

<S>                                                                             <C>                  <C>          
Real estate assets:
    Land                                                                        $  2,884,500         $  2,884,500
    Buildings and improvements                                                    15,519,694           15,399,690
    Furniture, fixtures & equipment                                                1,034,124            1,025,222
      Less:  accumulated depreciation                                             (1,824,545)          (1,664,678)
                                                                              ---------------     ----------------
         Net real estate assets                                                   17,613,773           17,644,734

Cash and cash equivalents                                                            243,978              158,302
Restricted cash                                                                      472,860              458,877
Receivables and other assets                                                         688,988              694,998
Deferred financing costs, less accumulated amortization of $84,984 and
    $77,258 at March 31, 1999 and December 31, 1998, respectively                    131,339              139,064
Deferred leasing costs, less accumulated amortization of $39,552 and
    $32,861 at March 31, 1999 and December 31, 1998, respectively                     57,354               52,203
                                                                              ===============     ================
Total assets                                                                    $ 19,208,292         $ 19,148,178
                                                                              ===============     ================

LIABILITIES AND SHAREHOLDERS' EQUITY

Mortgage notes payable                                                          $ 13,602,078         $ 13,640,065
Line of credit                                                                     2,000,000            2,000,000
Accounts payable and accrued liabilities                                             641,038              546,249
                                                                              ---------------     ----------------
      Total liabilities                                                           16,243,116           16,186,314
                                                                              ---------------     ----------------
Minority interest of unitholders in Operating Partnership                            535,491              534,892
                                                                              ---------------     ----------------
Contingencies (Note 8)

Shareholders' equity:
    Shares of beneficial interest, without par value, unlimited shares
    authorized, 1,100,504 and 1,100,505 shares issued and outstanding
    at March 31, 1999 and December 31, 1998, respectively                         19,502,908           19,502,911

    Cumulative earnings                                                           37,305,306           37,302,590

    Cumulative distributions                                                     (54,378,529)         (54,378,529)
                                                                              ---------------     ----------------
       Total shareholders' equity                                                  2,429,685            2,426,972
                                                                               ==============     ================
Total liabilities and shareholders' equity                                      $ 19,208,292         $ 19,148,178
                                                                              ===============     ================
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>

<TABLE>

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

                                                                                          For the three
                                                                                      months ended March 31,
                                                                               -----------------------------------
                                                                                    1999                1998
                                                                               --------------      -------------
<S>                                                                                <C>                <C>  
REVENUES

     Rental revenues                                                               $ 998,389          $ 976,815
     Other property revenues                                                          40,374             39,316
     Other income                                                                     12,000                597
                                                                               --------------      -------------
                                                                                   1,050,763          1,016,728
                                                                               --------------      -------------
EXPENSES

     Property operating and maintenance                                              397,549            372,670
     Depreciation and amortization                                                   166,557            158,748
     Amortization of deferred financing costs                                          7,726              7,725
     Interest expense                                                                332,079            331,491
     General and administrative                                                      143,537            105,201
     Unusual item                                                                          -             87,965
                                                                               --------------      -------------
                                                                                   1,047,448          1,063,800
                                                                               --------------      -------------

     Income (loss) before minority interest                                            3,315            (47,072)
                                                                               --------------      -------------
     Minority interest                                                                  (599)             8,629
                                                                               --------------      -------------
     Net income (loss)                                                               $ 2,716          $ (38,443)
                                                                               ==============      =============
NET INCOME (LOSS) PER SHARE - BASIC                                                   $ 0.00            $ (0.04)
                                                                               ==============      =============
NET INCOME (LOSS) PER SHARE - DILUTED                                                 $ 0.00            $ (0.04)
                                                                               ==============      =============

WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC                                        1,100,505          1,080,510
                                                                               ==============      =============
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED                                      1,343,051          1,323,056
                                                                               ==============      =============
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>

<TABLE>

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                    For the three months ended March 31, 1999
                                   (unaudited)

<CAPTION>

                                                Shares of                                              Total
                                                beneficial      Cumulative        Cumulative       shareholders'
                                                 interest        earnings       distributions         equity
                                               -------------   --------------   ---------------   ----------------

<S>                                             <C>              <C>              <C>                 <C>        
BALANCE AT DECEMBER 31, 1998                    $19,502,911      $37,302,590      $(54,378,529)       $ 2,426,972
                                                                                                   
Net income                                                -            2,716                 -              2,716

Retirement of shares                                     (3)               -                 -                 (3)
                                               -------------   --------------   ---------------   ----------------

BALANCE AT MARCH 31, 1999                       $19,502,908      $37,305,306      $(54,378,529)       $ 2,429,685
                                               =============   ==============   ===============   ================
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>


<TABLE>
                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<CAPTION>
                                                                             For the three
                                                                          months ended March 31,
                                                                    ----------------------------------
                                                                        1999                   1998
                                                                    ------------           -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                     <C>                  <C>      
Net income (loss)                                                       $ 2,716              $(38,443)
                                                                    ------------           -----------
Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:

        Depreciation and amortization                                   166,557               158,748
        Amortization of deferred financing costs                          7,726                 7,725
        Minority interest of unitholders in Operating Partnership           599                (8,629)
        Changes in assets and liabilities:
           Restricted cash                                              (13,983)              (47,344)
           Receivables and other assets                                  19,289               (29,866)
           Capitalized leasing costs                                    (11,842)                    - 
           Accounts payable and accrued liabilities                      94,789                65,066
                                                                    ------------           -----------
        Total adjustments                                               263,135               145,700
                                                                    ------------           -----------

Net cash provided by operating activities                               265,851               107,257
                                                                    ------------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                   (128,907)              (25,324)
Refundable deposits and acquisition costs                               (13,278)                    - 
                                                                    ------------           -----------

Net cash used in investing activities                                  (142,185)              (25,324)
                                                                    ------------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal repayments on mortgage notes payable                          (37,987)              (35,039)
Purchase of retired shares                                                   (3)                  (14)
                                                                    ------------           -----------
Net cash used in financing activities                                   (37,990)              (35,053)
                                                                    ------------           -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                85,676                46,880

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                          158,302               164,843
                                                                    ------------           -----------
CASH AND CASH EQUIVALENTS AT END OF QUARTER                           $ 243,978              $211,723
                                                                    ============           ===========
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
<PAGE>

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
                                   (unaudited)
                   ------------------------------------------

NOTE 1 - FORMATION AND ORGANIZATION

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

         On  January  31,  1996,  Vinings  Investment   Properties,   Inc.  (the
         "Purchaser")  commenced a cash tender offer (the "Tender  Offer") for a
         minimum of a majority and a maximum of 85% of the outstanding shares of
         beneficial  interest,  without par value (the "Shares"),  of the Trust.
         The Tender Offer  expired in  accordance  with its terms at midnight on
         February 28, 1996, and the Purchaser  accepted  approximately  73.3% of
         the  outstanding  Shares.  In connection  with the  consummation of the
         Tender  Offer,  all of the Trustees and officers of the Trust  resigned
         and were replaced with  designees of the Purchaser  ("Management").  In
         addition,  the Trust was an  externally  advised REIT for which it paid
         advisory  fees  to an  unrelated  third  party  (the  "Advisor").  Upon
         consummation of the Tender Offer, the relationship with the Advisor was
         terminated and Vinings became self-administered.

         The purpose of the Tender Offer was for  Management to acquire  control
         of the Trust  and to  rebuild  Vinings  assets  by  expanding  into the
         multifamily real estate markets through the acquisition of garden style
         apartment  communities  that are  leased  to  middle-income  residents.
         Management  believes  that these  investments  will provide  attractive
         sources of income to Vinings  which will not only  increase  net income
         and provide cash available for future distributions,  but will increase
         the value of Vinings' real estate portfolio as well.

         On June 11, 1996, Vinings Investment  Properties,  L.P. (the "Operating
         Partnership"),  a Delaware limited  partnership,  was organized.  As of
         March 31, 1999, the Trust was the sole 1% general partner and an 80.94%
         limited  partner  in the  Operating  Partnership.  (This  structure  is
         commonly referred to as an umbrella partnership REIT or "UPREIT").

         At March 31,  1999  Vinings  owned  three real  estate  assets,  all in
         Atlanta,   Georgia,   through  the   Operating   Partnership   and  its
         subsidiaries,  which  are (1) The  Thicket  Apartments  ("Thicket"),  a
         254-unit apartment community; (2) Windrush Apartments  ("Windrush"),  a
         202-unit  apartment  community;  and (3)  Peachtree,  an  approximately
         75,000  square foot,  single-story  business  park.  At March 31, 1999,
         Thicket,  Windrush  and  Peachtree  were  97%,  98%  and  100%  leased,
         respectively.

         On May 1, 1999 Vinings  acquired eight apartment  communities  totaling
         1,064 units  through  subsidiaries  of the  Operating  Partnership  and
         acquired  a  20%   partnership   interest   through  a  joint   venture
         arrangement,  of which it is also the general  partner,  which acquired
         five apartment  communities  totaling 968 units.  For more  information
         regarding the acquisition see Note 12.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis of Presentation
         ---------------------
 
         The consolidated  financial statements have been prepared in accordance
         with generally  accepted  accounting  principles for interim  financial
         information  and with the  instructions  to Form 10-Q and Article 10 of
         Regulation S-X. Accordingly, they do not include all of the information
         and footnotes required by generally accepted accounting  principles for
         complete  financial  statements.  In the  opinion  of  management,  all
         adjustments necessary (consisting only of normal recurring adjustments)
         for a fair presentation  have been included.  Operating results for the
         three month period ended March 31, 1999 are not necessarily  indicative
         of the results  that may be expected  for the year ending  December 31,
         1999.

         The accompanying  consolidated  financial statements of Vinings include
         the  consolidated  accounts  of the  Trust  and its  subsidiaries.  All
         significant intercompany balances and transactions have been eliminated
         in  consolidation.  The  minority  interest of the  unitholders  in the
         Operating  Partnership on the accompanying  balance sheet is calculated
         based on the minority interest ownership percentage (18.06% as of March
         31, 1999)  multiplied by the Operating  Partnership's  net assets.  The
         minority  interest  of the  unitholders  in the  income  or loss of the
         Operating  Partnership on the  accompanying  statement of operations is
         calculated based on the weighted average number of Shares and Units (as
         hereinafter  defined) outstanding during the period. The term "Vinings"
         or "Trust"  hereinafter refers to Vinings  Investment  Properties Trust
         and its subsidiaries, including the Operating Partnership.

         These financial  statements should be read in conjunction with Vinings'
         audited   consolidated   financial  statements  and  footnotes  thereto
         included  in  Vinings'  Annual  Report on Form 10-K for the year  ended
         December 31, 1998.


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

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


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


         Restricted Cash 
         ---------------
         Restricted  cash  includes real estate tax,  insurance and  replacement
         reserve  escrows held by  mortgagees.  These escrows are funded monthly
         from property  operations and released solely for the purpose for which
         they were established.  In addition,  restricted cash includes security
         deposits held in separate accounts by the individual communities.


         Use of Estimates
         ----------------
         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires  management  to make certain
         estimates and  assumptions  that affect the reported  amounts of assets
         and liabilities, the disclosure of contingent assets and liabilities at
         the  date of the  financial  statements  and the  reported  amounts  of
         revenues and expenses during the reporting period. Actual results could
         differ from those estimates.


         Real Estate Assets
         ------------------
         Real estate assets are stated at depreciated  cost less  reductions for
         impairment,  if any. In identifying  potential  impairment,  management
         considers   such  factors  as  declines  in  a   property's   operating
         performance  or market  value,  a change in use, or adverse  changes in
         general market conditions. In determining whether an asset is impaired,
         management  estimates  the future cash flows  expected to be  generated
         from the asset's use and its eventual disposition.  If the sum of these
         estimated  future cash flows on an undiscounted  basis is less than the
         asset's  carrying cost, the asset is written down to its fair value. In
         management's opinion, there has been no impairment of the Vinings' real
         estate assets as of March 31, 1999.

         Ordinary  repairs  and  maintenance  are  expensed as  incurred.  Major
         improvements  and  replacements  are capitalized  and depreciated  over
         their estimated useful lives when they extend the useful life, increase
         capacity or improve  efficiency of the related asset.  Depreciation  is
         computed  on a  straight-line  basis over the useful  lives of the real
         estate  assets  (buildings  and  improvements,  5-40 years;  furniture,
         fixtures and equipment,  3-5 years; and tenant improvements,  generally
         over the life of the related lease.)


         Revenue Recognition
         -------------------

         All leases are  classified  as  operating  leases and rental  income is
         recognized   when  earned   which   materially   approximates   revenue
         recognition on a straight-line basis.


         Deferred Financing Costs and Amortization
         -----------------------------------------
         Deferred  financing  costs  include  fees and costs  incurred to obtain
         financing  and are  capitalized  and  amortized  over  the  term of the
         related debt.


         Net Income (Loss) Per Share
         ---------------------------
         The following is a reconciliation of net income (loss) available to the
         common  shareholders  and the weighted  average shares used in Vinings'
         basic and diluted net income (loss) per share computations:



                                                      For the three months
                                                         Ended March 31,

                                                    ------------------------
                                                        1999         1998   

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

         Net income (loss) - basic                       $2,716    $(38,443)
         Minority interest                                  599      (8,629)
                                                    -----------   ----------
         Net income (loss) - diluted                     $3,315    $(47,072)
                                                    ===========   ==========

         Weighted average shares - basic              1,100,505    1,080,510
         Dilutive Securities

            Weighted average Units in Operating                             
                Partnership                             242,546      242,546

            Share options                                     -            -
                                                    -----------   ----------
         Weighted average shares - diluted            1,343,051    1,323,056
                                                    ===========   ==========

         Units in the Operating Partnership held by the minority unitholders are
         redeemable for Shares of the Trust on a one-for-one basis, or for cash,
         at the option of the Trust.  For the three  months ended March 31, 1999
         options to  purchase  108,750  shares were  excluded  and for the three
         months  ended March 31, 1998  options to  purchase  26,000  shares were
         excluded as the impact of such options was antidilutive.


         Reclassifications
         -----------------
         Certain 1998  financial  statement  amounts have been  reclassified  to
         conform with the current year presentation.


NOTE 3 - REAL ESTATE ASSETS

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


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

         Peachtree Business Center
         -------------------------
         Vinings  acquired  Peachtree  through a deed-in-lieu  of foreclosure on
         April 12, 1990.  Peachtree was recorded at $1,700,000,  its fair market
         value,  which  was less  than the book  value of the  Trust's  mortgage
         investment at the date of foreclosure.  Subsequent to the  acquisition,
         approximately $1,133,100 of improvements has been capitalized.


         Heritage Transaction
         --------------------
         On  May  1,  1999,   Vinings  completed  the  acquisition  of  thirteen
         multifamily  communities,  totaling  2,032  apartment  homes located in
         various  markets in Mississippi,  with a  concentration  in the Jackson
         area (collectively, the "Portfolio Properties"), from seventeen limited
         partnerships  and  limited  liability  companies,  all  represented  by
         Heritage  Properties,  Inc. (the "Heritage  Transaction").  Five of the
         Portfolio  Properties  were purchased  through a joint venture in which
         Vinings has a 20% interest.  The remaining  Portfolio  Properties  were
         purchased through subsidiaries of Vinings' Operating Partnership.

         The  aggregate   purchase  price  for  the  Portfolio   Properties  was
         $94,300,000,  including the assumption of approximately  $80,958,000 of
         debt  on  the  Portfolio   Properties   and  cash   payments   totaling
         approximately  $13,342,000.  In addition,  approximately  $1,465,600 of
         tax,  insurance  and  replacement  reserve  escrows held by the various
         mortgagees was purchased.  For more information regarding the Heritage 
         Transaction see Note 12.


NOTE 4 - NOTES PAYABLE

         Mortgage Notes Payable
         ----------------------
         At March 31, 1999, Vinings had the following mortgage notes payable:

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

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

         At March 31, 1999, the total  outstanding  principal for both notes was
         $13,602,078.  Scheduled  maturities of the mortgage notes payable as of
         March 31, 1999 are as follows:

                           1999           $   118,677
                           2000               169,860
                           2001               184,179
                           2002               199,716
                           2003             7,103,494
                           Thereafter       5,826,152
                                            ==========
                           Total          $13,605,078
 

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

         On June 28,  1998  Vinings  renewed its line of credit in the amount of
         $2,000,000 for six months,  which expired on December 28, 1998. Vinings
         did not renew  the line of credit at that time and the bank  informally
         extended the due date to February 4, 1999 with  interest  continuing to
         be  paid  monthly  until  Vinings  secured  alternative  financing.  On
         February 4, 1999 one of the independent  Trustees purchased the line of
         credit from the bank and Vinings paid  interest to the Trustee  monthly
         at the annual rate of 8.50% from such date through  April 27, 1999,  at
         which  time  Vinings  obtained  a new line of credit  in the  amount of
         $2,000,000.  The  independent  Trustee  who had  purchased  the line of
         credit was repaid in full on April 27, 1999.  The interest  rate on the
         line of credit is one  percent  over prime as posted in The Wall Street
         Journal and is due on April 27, 2000.


NOTE 5 - RELATED PARTY TRANSACTIONS

         On January 1, 1999, Vinings entered into management agreements with VIP
         Management, LLC, an affiliate of the officers, who are also Trustees of
         Vinings, to provide property management services for Thicket,  Windrush
         and Peachtree for a fee equal to a percentage of gross  revenues plus a
         fee for data processing.  Prior to January 1, 1999, Vinings had entered
         into  management  agreements  with Vinings  Properties,  Inc.,  also an
         affiliate of the officers of Vinings,  to provide  property  management
         services on substantially the same terms as the current  agreements.  A
         total of $56,184 and $53,538 in  management  fees and $6,840 and $6,840
         in data processing fees were incurred by Vinings during the three month
         periods ended March 31, 1999 and 1998, respectively.

         In addition,  as a commitment to the  rebuilding  of Vinings,  prior to
         1998 The  Vinings  Group,  Inc.,  the  parent  corporation  of  Vinings
         Properties, Inc. (collectively, "The Vinings Group"), provided numerous
         services at no cost to Vinings relating to administration, acquisition,
         and capital and asset advisory  services.  Certain direct costs paid on
         Vinings'  behalf were  reimbursed  to The Vinings  Group and  beginning
         January 1, 1998,  The  Vinings  Group has  charged  Vinings for certain
         overhead charges. However, while Vinings has been in its initial growth
         stages,  The Vinings  Group has been  committed  to  providing  as many
         services as possible to promote the Trust's growth.  A total of $11,250
         and $11,250 were paid for the three month  periods ended March 31, 1999
         and 1998,  respectively,  to The Vinings Group for shareholder services
         provided for the sole benefit of Vinings by one of The Vinings  Group's
         employees.  In  addition,  a total  of  $42,000  and  $15,000  has been
         incurred  for the three  month  periods  ended March 31, 1999 and 1998,
         respectively,  to The Vinings Group for the  reimbursement  of overhead
         expenses,  which includes  salaries and benefits for employees hired by
         The Vinings  Group for the sole  benefit of the Trust.  The officers of
         the  Trust  have not  received  compensation  from  Vinings  for  their
         services  through March 31, 1999 except for the  Restricted  Stock,  as
         hereinafter defined, which was awarded on July 1, 1998. (See Note 11.)

         On  February  4, 1999 one of the  independent  Trustees  purchased  the
         Trust's line of credit,  which expired on December 28, 1998 and Vinings
         paid  interest  to the  Trustee  monthly  at the  annual  rate of 8.50%
         through  April 27, 1999,  at which time the Trustee was repaid in full.
         For more information regarding the line of credit see Note 4.

         In connection with the Heritage  Transaction,  a fee totaling  $233,173
         was paid by the Joint Venture,  as hereinafter  defined, to MFI Realty,
         Inc., an affiliate of the officers, who are also Trustees of the Trust.
         In  addition,  a fee, the amount of which is yet to be  determined,  is
         also to be paid by the  Operating  Partnership  to MFI  Realty,  Inc in
         either cash, shares or partnership interests as determined by the Board
         of Trustees.


NOTE 6 - DISTRIBUTIONS

         There were no  distributions  declared or  distributed  for the periods
         ended March 31,  1999 and 1998.  Since the  consummation  of the Tender
         Offer,  management  has not  declared  any  dividends.  In an effort to
         rebuild Vinings' assets,  all operating cash flow has been reserved for
         future  growth  and  expansion.  However,  as assets are  acquired  and
         operating cash flow increases,  Vinings intends to pay distributions to
         shareholders  in  amounts  at least  sufficient  to enable the Trust to
         qualify as a REIT.


NOTE 7 - LEASING ACTIVITY

         The following is a schedule of future minimum rents due under operating
         leases that have  initial or  remaining  noncancellable  lease terms in
         excess of one year as of March 31, 1999, at Peachtree:

                           1999             $   407,948
                           2000                 412,217
                           2001                 313,573
                           2002                 120,557
                                            ------------
                           Total             $1,254,295
                                            ============

         One tenant accounts for 72% of the future minimum lease payments.


NOTE 8 - CONTINGENCIES

         Vinings is, from time to time,  subject to various claims that arise in
         the ordinary course of business. These matters are generally covered by
         insurance.  While the  resolution of these matters  cannot be predicted
         with  certainty,  management  believes  that the final  outcome of such
         matters  will not  have a  material  adverse  effect  on the  financial
         position or results of operations of Vinings.


NOTE 9 - SUPPLEMENTAL CASH FLOW INFORMATION

         Vinings  paid  interest of $312,319  and  $323,553 for the three months
         ended March 31, 1999 and 1998, respectively.


NOTE 10 - DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

         Based on interest rates and other  pertinent  information  available to
         Vinings as of March 31,  1999,  the Trust  estimates  that the carrying
         value of cash and cash  equivalents,  the mortgage notes  payable,  the
         line of credit,  and other  liabilities  approximate  their fair values
         when compared to instruments of similar type, terms and maturity.

         Disclosure  about  fair  value  of  financial  instruments  is based on
         pertinent  information  available to  management  as of March 31, 1999.
         Although   management   is  not  aware  of  any   factors   that  would
         significantly  affect its estimated  fair value  amounts,  such amounts
         have not been comprehensively  revalued for purposes of these financial
         statements since March 31, 1999.


NOTE 11 - 1997 STOCK OPTION AND INCENTIVE PLAN

         Vinings'  1997 Stock Option and  Incentive  Plan (the "Plan")  provides
         incentives  to  officers,  employees,  Trustees,  and other key persons
         including  the  grant  of share  options,  share  appreciation  rights,
         restricted and unrestricted share awards, performance share awards, and
         dividend equivalent rights.

         Under the Plan,  the maximum  number of shares that may be reserved and
         available for issuance is 10% of the total number of outstanding shares
         at any time  plus 10% of the  number of Units  outstanding  at any time
         that are  subject to  redemption  rights.  At March 31,  1999 the total
         number of shares  available  for  issuance  under the Plan was 134,305.
         Options granted under the Plan expire ten years from the date of grant.

         On July 1, 1997, Vinings granted a total of 26,000  non-qualified share
         options (the "1997 Options") to the officers,  Trustees and certain key
         persons. The 1997 Options are exercisable at a price of $5.00 (based on
         a closing  sales  price of a share of the Trust on the Nasdaq  SmallCap
         Market on June 30,  1997 of $4.56)  and became  exercisable  in full on
         July 1, 1998.  No options had been exercised as of March 31, 1999.

         On June 9, 1998, Vinings granted a total of 81,250  non-qualified share
         options (the "1998 Options") to the officers,  Trustees and certain key
         persons. The 1998 Options are exercisable at a price of $4.00 (based on
         a closing  sales price of a share of the Trust on the  Over-the-Counter
         Bulletin Board on June 8, 1998 of $3.63) and become exercisable in full
         on June 9, 1999.

         On September 1, 1998,  Vinings granted 1,500  additional  non-qualified
         share options (the  "Additional  1998 Options") to certain key persons.
         The Additional  1998 Options are exercisable at a price of $4.75 (based
         on  a   closing   sales   price  of  a  share  of  the   Trust  on  the
         Over-the-Counter Bulletin Board on August 30, 1998 of $4.75) and become
         exercisable in full on September 1, 1999.

         On July 1, 1998 Vinings  awarded  20,000 shares of restricted  stock to
         the   officers  and  certain   trustees   (the   "Restricted   Stock"),
         representing  a total value of $80,000  (based on the Fair Market Value
         of a share of the Trust on the award date) which has been  reflected in
         compensation expense and in shareholders'  equity. The Restricted Stock
         was awarded as compensation  for services to the Trust provided by such
         officers and trustees as well as by The Vinings Group.


NOTE 12 - SUBSEQUENT EVENT

         Heritage Transaction
         --------------------

         On  May  1,  1999,   Vinings  completed  the  acquisition  of  thirteen
         multifamily communities (collectively, the "Portfolio Properties") from
         seventeen  limited  partnerships and limited liability  companies,  all
         represented by Heritage Properties,  Inc. (the "Heritage Transaction").
         Five of the Portfolio Properties were purchased through a joint venture
         in which Vinings has a 20% interest. The remaining Portfolio Properties
         were purchased through subsidiaries of Vinings' Operating Partnership.

         The Portfolio  Properties  are comprised of 2,032 two- and  three-story
         garden-style apartment homes located in various markets in Mississippi,
         with a  concentration  in the Jackson area.  The average age of each of
         the  Portfolio  Properties is just over three years and on May 1, 1999,
         the average  occupancy of the Portfolio  Properties  was  approximately
         94%.

         The  aggregate   purchase  price  for  the  Portfolio   Properties  was
         $94,300,000,  including the assumption of approximately  $80,958,000 of
         debt  on  the  Portfolio   Properties   and  cash   payments   totaling
         approximately  $13,342,000.  In addition,  approximately  $1,465,600 of
         tax,  insurance  and  replacement  reserve  escrows held by the various
         mortgagees was purchased.

         The  Portfolio   Properties  were  purchased  in  seventeen  individual
         partnerships  (the  "Property  Partnerships")  in each of which Vinings
         Holdings,  Inc. ("Holdings"),  a wholly-owned subsidiary of Vinings, is
         the general partner.


         Properties Purchased through the Joint Venture
         ----------------------------------------------

         Five of the  Portfolio  Properties,  totaling  968  units  (the  "Joint
         Venture  Properties"),  were purchased by nine Property Partnerships in
         each of which  Holdings  owns a .1% general  partnership  interest  and
         Vinings/CMS Master Partnership, L.P. (the "Joint Venture") owns a 99.9%
         limited partnership interest.  The Operating Partnership is the general
         partner  and a  19.98%  limited  partner  in  the  Joint  Venture.  The
         remaining limited  partnership  interests in the Joint Venture are held
         by an unaffiliated  third party.  The Joint Venture was formed on March
         22, 1999,  primarily to acquire the limited partner interest in limited
         partnerships that acquire,  operate, manage, hold and sell certain real
         property,  specifically  the Joint  Venture  Properties.  The aggregate
         purchase price paid by the Property  Partnerships for the Joint Venture
         Properties   was   $46,634,603,   which   includes  the  assumption  of
         approximately $39,265,000 of debt and the balance being paid in cash. A
         total of  approximately  $716,400 in escrows held by the mortgagees was
         also  purchased.  In connection  with the  acquisition,  a fee totaling
         $233,173  was  paid  by the  Joint  Venture  to MFI  Realty,  Inc.,  an
         affiliate of the officers, who are also Trustees of the Trust.


         Properties Purchased through the Operating Partnership
         ------------------------------------------------------

         Eight of the Portfolio  Properties,  totaling 1,064 units (the "Vinings
         Properties"),  were purchased by eight Property Partnerships in each of
         which  Holdings  owns  a  .1%  general  partnership  interest  and  the
         Operating  Partnership owns a 99.9% limited partnership  interest.  The
         aggregate  purchase price for the Vinings  Properties was  $47,665,396,
         which includes the assumption of debt of approximately  $41,693,000 and
         the balance  being paid in cash. A total of  approximately  $749,200 in
         escrows held by the mortgagees was also  purchased.  In connection with
         the acquisition, a fee, the amount of which is yet to be determined, is
         also to be paid by the Operating  Partnership in either cash, shares or
         partnership  interests  as  determined  by the Board of Trustees to MFI
         Realty,  Inc., an affiliate of the  officers,  who are also Trustees of
         the Trust.


         Issuance of Series A Preferred Units
         ------------------------------------

         On April 29, 1999, in a private transaction,  the Operating Partnership
         issued  1,958,823  Series A  Preferred  Units of the  Partnership  (the
         "Preferred  Units"),  for an  aggregate  purchase  price of  $8,325,000
         pursuant to a Securities Purchase Agreement.  The Operating Partnership
         used  the  proceeds  of the  sale of  Preferred  Units  to pay the cash
         consideration  for the Operating  Partnership's  interests in the Joint
         Venture and in the  Property  Partnerships  that  acquired  the Vinings
         Properties.

         The  holders of  Preferred  Units are  entitled  to receive  cumulative
         preferential  cash  distributions  at the per annum rate of $0.4675 per
         Preferred Unit. Upon the occurrence of certain  triggering  events, the
         holders of Preferred  Units are entitled to receive,  in addition to an
         amount  equal  to any  accumulated  and  unpaid  distributions  on such
         holder's  Preferred  Units,  a  liquidation  preference  of  $4.46  per
         Preferred Unit, or, if any such triggering  event occurs prior to April
         29, 2000, $4.25 per Preferred Unit (the "Liquidation Preference").

         The  holders of  Preferred  Units may  convert  any part or all of such
         Preferred  Units into common  partnership  interests  of the  Operating
         Partnership or shares of beneficial interest,  no par value, of Vinings
         (each a "Common  Share") at any time on or after one year from the date
         of issuance.  In lieu of converting Preferred Units into Common Shares,
         the Operating Partnership,  in its sole discretion,  may pay holders of
         Preferred  Units in cash.  Vinings  may also  request  that  holders of
         Preferred  Units exchange such Preferred  Units for shares of preferred
         interests of Vinings  (each a "Preferred  Share") with the same powers,
         special  rights,  preferences  privileges  and  voting  power,  if such
         Preferred  Shares  become   available.   In  addition,   the  Operating
         Partnership  may,  in  certain  instances,  redeem  all or  part of the
         Preferred Units for a price equal to the Liquidation Preference.

         Generally,  the holders of Preferred  Units do not have voting  rights.
         However,  the holders of  Preferred  Units do have  certain  protective
         rights to vote as a separate class of Partnership  Interests on certain
         transactions including, without limitation, certain authorizations and
         issuances of preferred units of Partnership Interests designated as
         ranking senior to the Preferred Units, certain amendments to the
         Partnership Agreement, and certain sales or other dispositions of
         assets of the Operating Partnership, certain mergers or consolidations
         of the Operating Partnership, and transactions which result in the
         liquidation of the Partnership.


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS

Overview
--------

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

On January 31, 1996,  Vinings  Investment  Properties,  Inc.  (the  "Purchaser")
commenced a cash tender offer (the "Tender  Offer")  which expired in accordance
with its  terms at  midnight  on  February  28,  1996.  The  Purchaser  accepted
approximately  73.3% of the  outstanding  Shares and  appointed new trustees and
officers ("Management").

The purpose of the Tender  Offer was for  Management  to acquire  control of the
Trust and to rebuild  Vinings'  assets by expanding  into the  multifamily  real
estate markets  through the  acquisition of garden style  apartment  communities
which are leased to  middle-income  residents.  Management  believes  that these
investments will provide  attractive sources of income to Vinings which will not
only increase net income and provide cash  available  for future  distributions,
but will increase the value of Vinings' real estate portfolio as well.

On  June  11,  1996,  Vinings  Investment   Properties,   L.P.  (the  "Operating
Partnership"),  was organized  with the Trust as the sole general  partner in an
effort to facilitate acquisitions.  This structure is commonly referred to as an
umbrella partnership REIT or "UPREIT".

At March 31, 1999,  Vinings' real estate assets were The Thicket  Apartments,  a
254-unit apartment community located in Atlanta,  Georgia ("Thicket"),  Windrush
Apartments,   a  202-unit  apartment  community  located  in  Atlanta,   Georgia
("Windrush") and Peachtree, which were 97%, 98% and 100% leased, respectively.

On May 1, 1999 Vinings acquired eight apartment communities totaling 1,064 units
through subsidiaries of the Operating Partnership and acquired a 20% partnership
interest  through a joint venture  arrangement,  of which it is also the general
partner,  which  acquired  five  apartment  communities  totaling 968 units (the
"Heritage   Transaction").   For  more   information   regarding   the  Heritage
Transaction,  see Note 12 to  Vinings'  March 31,  1999  Consolidated  Financial
Statements.

The following  discussion and analysis of the financial condition and results of
operations  should be read in  conjunction  with the  accompanying  consolidated
financial statements of Vinings and the notes thereto.


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

Vinings' net income for the three months ended March 31, 1999 increased $41,159,
from a net loss of $38,443  for the three  months  ended  March 31,  1998 to net
income of $2,716 for the three months ended March 31, 1999.

Rental and other property revenues increased $22,632, or 2%, from $1,016,131 for
the three month  period ended March 31, 1998 to  $1,038,763  for the three month
period ended March 31, 1999. The increased revenues were generated  primarily by
rental rate increases at Thicket and increased occupancy at Windrush.

Other income increased  $11,403 from $597 for the three month period ended March
31,  1998 to $12,000  for the three  month  period  ended  March 31, 1999 due to
interest  earned on the earnest  money  deposits  held in escrow on the Heritage
Transaction.

Property  operating  and  maintenance  expense  increased  $24,879,  or 7%, from
$372,670  for the three  months  ended March 31, 1998 to $397,549  for the three
months ended March 31, 1999. This increase is due primarily to lower than normal
operating expenses in January, 1998 for both Thicket and Windrush.

Depreciation and amortization  increased by $7,809, or 5%, from $158,748 for the
three  months  ended March 31, 1998 to $166,557 for the three months ended March
31, 1999. Of this  increase,  $3,025 is an increase in  amortization  of leasing
commissions  at  Peachtree  and $4,784 is an  increase  in  depreciation  due to
capital additions made during the year.

Interest  expense  remained fairly constant for the three months ended March 31,
1999 as compared to the three months ended March 31, 1998.

General and administrative  expense increased $38,336, or 36%, from $105,201 for
the three  months  ended March 31, 1998 to $143,537  for the three  months ended
March 31, 1999. Of this increase  $27,000 is in overhead  reimbursements  to The
Vinings  Group,  Inc.  (see  Note 5 to  Vinings'  March  31,  1999  Consolidated
Financial  Statements),  $5,200 is in  Trustee  expense  and  $4,750 is in legal
expense.

The Unusual item of $87,965 for the three months ended March 31, 1998 represents
legal expense incurred in connection with litigation involving an acquisition in
which the seller  breached  its  contract  with the  Trust.  There were no costs
incurred in this regard during the three months ended March 31, 1999.


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

Net cash provided by operating  activities  increased $158,594 from $107,257 for
the three  months  ended March 31, 1998 to $265,851  for the three  months ended
March 31,  1999.  Of this  increase,  $50,387  represents  an increase in income
before minority interest.  Other increases are the result of a decrease of funds
going to restricted cash accounts  totaling  $33,361,  a decrease in receivables
and other  assets  totaling  $49,155 and an  increase  in  accounts  payable and
accrued liabilities of $29,723.

Cash flows used in investing  activities increased $116,861 from $25,324 for the
three  months  ended March 31, 1998 to $142,185 for the three months ended March
31, 1999. Of this amount  $13,278 was  acquisition  costs incurred in connection
with  the  Heritage  Transaction.   The  balance  was  an  increase  in  capital
expenditures at the properties.

Cash flows used in financing  activities  increased  $2,937 from $35,053 for the
three  months  ended March 31, 1998 to $37,990 for the three  months ended March
31, 1999.  These funds were used to make  principal  repayments  on the mortgage
notes payable and to retire shares of beneficial interest in the Trust.

Net cash increased  $85,676 for the three months ended March 31, 1999,  compared
to an increase of $46,880 for the three months ended March 31, 1998.

On April 29, 1999,  Vinings  issued  1,958,823  Series A Preferred  Units of the
Operating  Partnership  for an  aggregate  purchase  price  of  $8,325,000  (the
"Preferred Units").  The Operating  Partnership used the proceeds of the sale of
Preferred  Units,  along with  $6,820,000 in equity from an  unaffiliated  joint
venture partner to complete the Heritage  Transaction.  (See Note 12 of Vinings'
March 31, 1999 Consolidated Financial Statements.)

The cash held by Vinings  at March 31,  1999,  plus the cash flow from  Vinings'
assets,  including  the  properties  acquired in the  Heritage  Transaction,  is
expected to provide  sources of liquidity  to allow  Vinings to meet all current
operating obligations. A new line of credit in the amount of $2,000,000 has been
obtained  and  management  intends to pay a portion of the line down with equity
obtained for the Heritage  Transaction.  (See Note 4 to Vinings'  March 31, 1999
Consolidated  Financial  Statements.)   Management  plans  to  continue  ongoing
discussions  with capital sources,  both public and private,  as well as explore
financing alternatives,  so as to allow the Trust to continue to expand and grow
its income producing investments.


Year 2000
---------

The statements in the following section include "Year 2000 readiness disclosure"
within the meaning of the Year 2000 Information and Readiness  Disclosure Act of
1998.

The "Year 2000 issue" is the term used to describe the various  problems  caused
from  the  improper  processing  of  dates  and date  sensitive  information  by
computers and other  machinery and equipment.  The Year 2000 issue is the result
of many computer  programs  recognizing a date ending with "00" as the year 1900
rather than the year 2000,  causing potential system failures or miscalculations
which could result in disruptions of normal business operations.

Vinings is continuing its assessment of the potential impact Year 2000 will have
on its  operations.  A compliance  program has been  implemented,  which will 1)
determine  Vinings state of readiness  for the Year 2000,  including the Trust's
information  technology  ("IT")  systems,  its non-IT  systems  and the state of
readiness of Vinings material suppliers and third party vendors; 2) assess where
potential risks may occur,  recognizing that date sensitive  systems may fail at
different  points in time  depending on their  function,  and  prioritize  those
risks;  3)  determine  what steps  need to be taken in order to bring  remaining
software,  hardware  and systems,  including  embedded  systems,  into Year 2000
compliance; 4) implement, test and re-evaluate all solutions in time to minimize
any  significant   detrimental  effects  on  operations;   and  5)  determine  a
contingency plan in the event that the Trust or any of its material suppliers or
third party vendors will not be Year 2000 compliant (the "Compliance  Program").
Vinings  believes that its testing of all systems  should be complete by the end
of the third quarter, 1999.

Vinings  believes  that most of its  computer  systems and related  software are
already  Year  2000  compliant.  These  systems  include  the  on-site  resident
management  software and associated  hardware as well as corporate financial and
accounting  software and related  hardware.  The costs  incurred to date for new
on-site  hardware and software  total  approximately  $6,200.  The financial and
accounting  systems  are shared with The Vinings  Group.  The costs  incurred to
upgrade these systems total approximately $70,000 and are in the form of monthly
lease payments of $1,178,  which expire in November 2002.  Currently these lease
payments are not a cost of the Trust.  Any additional costs to upgrade or modify
these systems are not expected to be material.

None of the  Portfolio  Properties  acquired  in the  Heritage  Transaction  had
on-site automated systems. Therefore, Vinings is in the process of obtaining the
necessary  hardware and software to automate these newly  acquired  communities.
The estimated cost to automate the Portfolio  Properties  with systems that will
be Year  2000  compliant  is  approximately  $67,000,  which is  expected  to be
financed over a period of time.

Vinings  is  still in the  process  of  determining  whether  many of its  other
operational  systems are Year 2000 compliant and therefore  cannot  determine at
this time the potential impact on the Trust's financial condition and results of
operations.  These systems include  administrative systems as well as mechanical
systems.   However,   Vinings  has  been  in  contact  with  the  suppliers  and
manufacturers of these systems and believes that all material systems within its
control will be Year 2000 compliant well in advance of January 1, 2000.

Vinings'  most  reasonably  likely  worst  case  scenario  relates  to Year 2000
non-compliance by third party vendors and service providers.  Vinings' relies on
a number of suppliers for utility services, financial services,  materials, etc.
Interruption  of  suppliers'  operations  due to Year 2000  issues  could have a
material adverse effect on the Trust's future financial condition and results of
operations.  Vinings'  has taken  steps to  evaluate  the  status of  suppliers'
efforts  in order to  determine  whether  any of these  suppliers  will  have an
adverse material effect. Once evaluation is complete, Vinings will determine any
required alternatives and contingency plan requirements.

The information  provided above regarding Vinings' Year 2000 compliance includes
forward-looking  statements  based on  management's  best  estimates  of  future
events.  Such   forward-looking   statements  involve  risks  and  uncertainties
including the  availability  of  resources,  the ability to identify and correct
potential  Year 2000  sensitive  problems  that could  have a serious  impact on
operations and the ability of third party  suppliers to bring their systems into
Year 2000  compliance.  There can be no  assurance  that any of the  factors  or
statements regarding the Trust's Year 2000 preparedness will not change and that
any  change  will  not  affect  the  accuracy  of  the  Trust's  forward-looking
statements.


Other Matters
-------------

This Form 10-Q contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Vinings' actual results could differ materially from those set forth in
the  forward-looking  statements.  Certain  factors  that  might  cause  such  a
difference  include  the  following:   the  inability  of  Vinings  to  identify
properties  within  existing   multifamily   property   portfolios  of  entities
affiliated  with  management  which will have a strategic fit with Vinings,  the
inability of Vinings to identify  unaffiliated  properties for acquisition,  the
less than  satisfactory  performance  of any property which might be acquired by
Vinings,  the inability to access the capital  markets in order to fund Vinings'
present growth and expansion  strategy,  the cyclical  nature of the real estate
market generally and locally in Georgia and the surrounding southeastern states,
the national  economic  climate,  the local economic  climate in Georgia and the
surrounding  southeastern  states,  and the local  real  estate  conditions  and
competition in Georgia and the surrounding  southeastern states. There can be no
assurance  that,  as a result of the  foregoing  factors,  Vinings'  growth  and
expansion  strategy will be  successful  or that the business and  operations of
Vinings will not be adversely affected thereby.
<PAGE>


                                     PART II

                                OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

         27 - Financial Data Schedule

(b)      Reports on Form 8-K

Current  Report on Form 8-K, dated April 29, 1999, was filed with the Securities
and Exchange Commission on May 10, 1999, with respect to the Trust's issuance of
Preferred Partnership Units and the Heritage Transaction.


<PAGE>


                                    SIGNATURE

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

VININGS INVESTMENT PROPERTIES TRUST

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

Dated:   May 17, 1999