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 period ended MARCH 31, 2000




                         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.)


2839 Paces Ferry Road, Suite 1170, 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___

The number of shares outstanding as of May 15, 2000 was 1,100,491.

<PAGE>

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES

                         INDEX OF FINANCIAL INFORMATION


PART I   FINANCIAL INFORMATION                                             PAGE

Item 1   Financial Statements

         Consolidated Balance Sheets (unaudited) as of March 31, 2000
         and December 31, 1999                                                3

         Consolidated Statements of Operations (unaudited)
         for the three months ended March 31, 2000 and 1999                   4

         Consolidated Statement of Shareholders' Equity (unaudited)
         for the three months ended March 31, 2000                            5

         Consolidated Statements of Cash Flows (unaudited)
         for the three months ended March 31, 2000 and 1999                   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                            23

                  Signature                                                   24

<PAGE>
<TABLE>

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

                                                                                   March 31,          December 31,
                                                                                     2000                 1999
                                                                                ----------------     ----------------

<S>                                                                             <C>                  <C>
Real estate assets:
    Land                                                                            $ 8,247,900          $ 8,247,900
    Buildings and improvements                                                       55,551,787           55,545,257
    Furniture, fixtures & equipment                                                   4,000,097            3,968,848
Less:  accumulated depreciation                                                      (3,908,703)          (3,351,811)
                                                                                ----------------     ----------------
         Net real estate assets                                                      63,891,081           64,410,194

Investment in unconsolidated Joint Venture                                            1,488,268            1,551,974
Cash and cash equivalents                                                               571,982              916,215
Restricted cash                                                                       1,448,285            1,816,102
Receivable from Joint Venture                                                            19,706               27,356
Receivables and other assets                                                            252,451              236,900
Deferred financing costs, less accumulated amortization of $145,192 And
    $127,656 at March 31, 2000 and December 31, 1999, respectively                      105,372              117,908
Deferred leasing costs, less accumulated amortization of $65,757 And
    $59,240 at March 31, 2000 and December 31, 1999, respectively                        31,148               37,665
                                                                                ----------------     ----------------
 Total assets                                                                       $ 67,808,293         $ 69,114,314
                                                                                ================     ================

LIABILITIES AND SHAREHOLDERS' EQUITY

Mortgage notes payable                                                             $ 54,994,339         $ 55,074,923
Line of credit                                                                        1,865,000            1,715,000
Accounts payable and accrued liabilities                                              1,334,918            1,899,937
Distributions payable to Preferred Unitholders                                          232,375              464,750
                                                                                ----------------     ----------------
         Total liabilities                                                           58,426,632           59,154,610
                                                                                ----------------     ----------------


Minority interests of unitholders in Operating Partnership:
    Preferred partnership interests                                                   8,834,386            8,730,003
    Common partnership interests                                                         98,844              222,084
                                                                                ----------------     ----------------
         Total minority interests                                                     8,933,230            8,952,087
                                                                                ----------------     ----------------

Shareholders' equity:
    Common shares of beneficial interest, without par or stated value,
    25,000,000 authorized,  1,100,491 and 1,100,493 shares issued and
    outstanding at March 31, 2000 and December 31, 1999,  respectively

    Additional paid in capital                                                        3,295,983            3,295,998
    Accumulated deficit                                                              (2,847,552)          (2,288,381)
                                                                                ----------------     ----------------
       Total shareholders' equity                                                       448,431            1,007,617
                                                                                ----------------     ----------------
Total liabilities and shareholders' equity                                         $ 67,808,293         $ 69,114,314
                                                                                ================     ================
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<CAPTION>
                                                                 For the three months ended
                                                                         March 31,
                                                               -----------------------------
                                                                   2000              1999
                                                              ------------      -----------
REVENUES

<S>                                                            <C>               <C>
     Rental revenues                                           $ 2,718,309       $  998,389
     Other property revenues                                       148,457           40,374
     Other income                                                   12,620           12,000
                                                               ------------      -----------
                                                                  2,879,386       1,050,763
                                                               ------------      -----------
EXPENSES

     Property operating and maintenance                          1,103,341          397,549
     Depreciation and amortization                                 563,408          166,557
     Amortization of deferred financing costs                       17,536            7,726
     Interest expense                                            1,289,235          332,079
     General and administrative                                    187,812          143,537
                                                               ------------      -----------
                                                                 3,161,332        1,047,448

     Income (loss) before equity in loss of unconsolidated
         Joint Venture and minority interests                     (281,946)           3,315

     Equity in loss of unconsolidated Joint Venture                (63,707)               -
                                                               ------------      -----------
     Income (loss) before minority interests                      (345,653)           3,315

     Less Minority interests in Operating Partnership:
         Preferred partnership interests                           336,758                -
         Common partnership interests                             (123,240)             599
                                                               ------------      -----------

     Net income (loss)                                         $  (559,171)      $    2,716
                                                               ============      ===========

NET INCOME (LOSS) PER SHARE - BASIC                                $ (0.51)          $ 0.00
                                                               ============      ===========
NET INCOME (LOSS) PER SHARE - DILUTED                              $ (0.51)          $ 0.00
                                                               ============      ===========

WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC                      1,100,491        1,100,505
                                                               ============      ===========
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED                    1,343,037        1,343,051
                                                               ============      ===========
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                    For the three months ended March 31, 2000
                                   (unaudited)
<CAPTION>

                                                    Additional                                  Total
                                                     paid in            Accumulated         shareholders'
                                                     capital              deficit               equity
                                                  ---------------     -----------------    -----------------

<S>                                                 <C>                   <C>                  <C>
BALANCE AT DECEMBER 31, 1999                         $ 3,295,998           $(2,288,381)         $ 1,007,617

Net loss                                                       -              (559,171)            (559,171)

Retirement of shares                                         (15)                    -                  (15)

Distributions Common                                           -                     -                    -
                                                  ---------------     -----------------    -----------------
BALANCE AT MARCH 31, 2000                            $ 3,295,983           $(2,847,552)           $ 448,431
                                                  ===============     =================    =================
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<CAPTION>
                                                                        For the three months
                                                                           ended March 31,
                                                                         2000             1999
                                                                     ------------      ----------
CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                   <C>              <C>
Net income (loss)                                                     $ (559,171)      $  2,716
                                                                     ------------      ---------

Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:

        Depreciation and amortization                                    563,408        166,557
        Amortization of deferred financing costs                          17,536          7,726

        Equity in loss of unconsolidated Joint Venture                    63,707              -
        Minority interests in Operating Partnership:
           Preferred partnership interests                               336,758              -
           Common partnership interests                                 (123,240)           599
        Distributions to preferred unitholders                          (464,750)             -
        Changes in assets and liabilities, net of the effect
           of real estate assets acquired
               Restricted cash                                           367,817        (13,983)
               Receivable from Joint Venture                               7,650              -
               Receivables and other assets                              (15,551)        19,289
               Capitalized leasing costs                                       -        (11,842)
               Accounts payable and accrued liabilities                 (565,019)        94,789
                                                                     ------------      ---------
        Total adjustments                                                188,316        263,135
                                                                     ------------      ---------
Net cash provided (used) by operating activities                        (370,855)       265,851
                                                                     ------------      ---------


CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures                                                     (37,779)      (128,907)
Refundable deposits and acquisition costs                                      -        (13,278)
                                                                     ------------      ---------
Net cash used in investing activities                                    (37,779)      (142,185)
                                                                     ------------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:

Deferred financing costs                                                  (5,000)             -
Net proceeds from line of credit                                         150,000              -
Principal repayments on mortgage notes payable                           (80,584)       (37,987)
Purchase of retired shares                                                   (15)            (3)
                                                                     ------------      ---------
Net cash provided (used) by financing activities                          64,401        (37,990)
                                                                     ------------      ---------


NET INCREASE IN CASH AND CASH EQUIVALENTS                               (344,233)        85,676

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                         916,215        158,302
                                                                     ------------     ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                             $ 571,982       $243,978
                                                                     ============     ==========

<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
                                   (unaudited)
                                 March 31, 2000


NOTE 1 - BUSINESS AND ORGANIZATION

         Vinings  Investment  Properties  Trust  ("Vinings"  or the "Trust") was
         organized  on  December 7, 1984 as a mortgage  real  estate  investment
         trust   ("REIT")   whose   original   plan  was  to  liquidate   within
         approximately  ten years.  On February  28,  1996,  Vinings  Investment
         Properties,  Inc.  completed a tender  offer to acquire  control of the
         Trust  in  order  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.
         Current  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.

         Currently  Vinings  conducts  all of  its  operations  through  Vinings
         Investment Properties,  L.P. (the "Operating Partnership"),  a Delaware
         limited  partnership.  As of March 31, 2000,  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 an "UPREIT").

         On April 29, 1999,  the  Operating  Partnership  offered,  in a private
         transaction  pursuant  to a  Securities  Purchase  Agreement,  Series A
         Convertible  Preferred  Partnership  interests (the "Preferred Units"),
         the  proceeds  from  which were used to  acquire  thirteen  multifamily
         communities  (collectively,  the "Portfolio Properties") from seventeen
         limited  partnerships  and limited  liability  companies.  Eight of the
         Portfolio Properties were purchased through subsidiary  partnerships of
         the Operating  Partnership.  The remaining  Portfolio  Properties  were
         purchased through a joint venture structure. (See Notes 3 and 4.) As of
         December 31, 1999, a total of 1,988,235 Preferred Units had been issued
         for an aggregate  purchase price of  $8,450,000.  On March 15, 2000 the
         Board of  Trustees  voted to convert the  Preferred  Units into a newly
         created class of preferred shares of beneficial interest in Vinings and
         consequently authorized the issuance of 1,988,235 preferred shares with
         the same rights, preferences and privileges as the Preferred Units (the
         "Preferred Shares") (See Notes 5).

         Vinings  currently  owns,  through  wholly  owned   subsidiaries,   ten
         apartment  communities  totaling  1,520 units and a 75,000 square foot,
         single story business  park. In addition,  Vinings holds a 20% interest
         in and is the general partner of an unconsolidated joint venture, which
         owns  through   subsidiary   partnerships  five  additional   apartment
         communities  totaling  968 units (See Note 4). At March 31,  2000,  the
         average occupancy of Vinings' portfolio, including the communities held
         by the unconsolidated joint venture, was 93%.


<PAGE>
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis of Presentation
         ---------------------

         The consolidated  financial statements have been prepared in accordance
         with generally accepted accounting principles and with the instructions
         to Form 10-Q and Article 10 of Regulation S-X.

         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.   Vinings   accounts  for  its  investment  in  the
         unconsolidated joint venture using the equity method of accounting. The
         term  "Vinings"  or "Trust"  hereinafter  refers to Vinings  Investment
         Properties  Trust  and  its   subsidiaries,   including  the  Operating
         Partnership.

         The  minority  interests  of the common  unitholders  in the  Operating
         Partnership (the "Common Units") reflected on the accompanying  balance
         sheets  are  calculated  based  on  the  common  unitholders'  minority
         interest ownership  percentage (18.06% as of March 31, 2000) multiplied
         by the Operating  Partnership's net assets.  The minority  interests of
         the preferred  unitholders on the accompanying  balance sheet represent
         cash   contributed   in  exchange  for  those  units  and  the  accrued
         liquidation  preference  of  $0.21  per  Preferred  Unit  ($280,003  at
         December  31,  1999 and  $384,386  at March  31,  2000).  The  minority
         interests  of the  common  unitholders  in the  income  or  loss of the
         Operating  Partnership on the accompanying  statements of operations is
         calculated based on the weighted average  minority  interest  ownership
         percentage  (approximately 18% for all periods presented) multiplied by
         income  (loss)  before  minority  interests  after  subtracting  income
         allocated  to  the  preferred  partnership   interests.   The  minority
         interests of the preferred  unitholders on the statements of operations
         represents  the accrued  preferred  11% return on the  Preferred  Units
         ($232,375 for the period ended March 31, 2000) and the accrued pro rata
         liquidation  preference of $0.21 per Preferred  Unit  ($104,383 for the
         period ended March 31, 2000) (See Note 5).


         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.

         As a result of the Stock  Transaction,  as hereinafter  defined,  fewer
         than five  shareholders  own in excess of 50% of the  equity in Vinings
         (See Note 7). On March 15, 2000,  the Board of Trustees  voted to waive
         the ownership limitations in Vinings' Declaration of Trust with respect
         to shareholders  acquiring shares in the Stock Transaction,  as well as
         with  respect  to  certain  holders  of  Preferred  Units  who  will be
         acquiring Preferred Shares. The Board is currently  considering whether
         it is in the best interests of shareholders  for Vinings to continue to
         qualify  as a REIT for  federal  income  tax  purposes  in light of the
         restrictions  imposed  on Vinings in order for it to qualify as a REIT.
         To  maintain  its REIT  status,  Vinings  would be required to effect a
         change in its  ownership  structure  prior to June 30,  2000.  However,
         there  can be no  assurances  that  the  Trust  will be  successful  in
         effecting such a change prior to June 30, 2000.
<PAGE>
         Presently,  the Board does not believe that there would be negative tax
         consequences  to the  shareholders  should Vinings lose its REIT status
         due to the fact  that the  Trust is not  currently  generating  taxable
         income.   However,   management  is  continuing  to   investigate   all
         alternatives for maintaining REIT status as well as all consequences to
         the shareholders should Vinings lose its REIT status.


         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 consists of real estate tax,  insurance and replacement
         reserve  escrows  held by  mortgagees,  which are funded  monthly  from
         property  operations and released solely for the purpose for which they
         were  established.  Restricted  cash also  includes  security  deposits
         collected and held on behalf of the residents and tenants.


         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 Vinings' real
         estate assets as of March 31, 2000.

         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,  3-7 years; and tenant improvements,  generally
         over the life of the related lease).
<PAGE>
         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:
<TABLE>
<CAPTION>

                                                                    For the three months
                                                                        ended March 31,
                                                                 ----------------------------
                                                                      2000          1999
                                                                 ----------------------------

<S>                                                                <C>                <C>
         Net income (loss) - basic                                 $(559,171)         $2,716
          Minority interests in Operating Partnership:
             Preferred partnership interests                               -               -
             Common partnership interests                           (123,240)            599
                                                                 ----------------------------
         Total minority interest                                    (123,240)            599
                                                                 ----------------------------

         Net income (loss) - diluted                               $(682,411)         $3,315
                                                                 ============================

         Weighted average shares - basic                           1,100,491       1,100,505
         Dilutive Securities:
             Weighted average Common Units                           242,546         242,546
             Weighted average Preferred Units                              -              -
             Share options                                                 -              -
                                                                 ============================
         Weighted average shares - diluted                         1,343,037       1,343,051
                                                                 ============================
</TABLE>

         Both common and preferred  units in the Operating  Partnership  held by
         the  minority  unitholders  are  redeemable  for  shares of  beneficial
         interest of the Trust  ("Shares") on a one-for-one  basis, or for cash,
         at the option of the Trust.  For the three months ended March 31, 1999,
         and 2000, options to purchase 107,750 shares,  27,500 shares and 26,000
         shares,  respectively  were  excluded as the impact of such options was
         antidilutive.  For the three months ended March 31, 2000 the  Preferred
         Units totaling 1,988,235 were also excluded as the impact of such units
         was  antidilutive.  On March 15, 2000,  the Board of Trustees  voted to
         convert the Preferred Units into Preferred Shares (See Notes 5).

<PAGE>
         Recent Accounting Pronouncement
         -------------------------------

         Vinings adopted Statements of Financial  Accounting  Standards ("SFAS")
         No. 130,  "Reporting  of  Comprehensive  Income,"  during  1998,  which
         establishes  a standard  for  reporting  and  display of  comprehensive
         income  and its  components.  Comprehensive  income is the total of net
         income and all other nonowner  changes in shareholders'  equity.  As of
         March 31, 2000 and 1999,  Vinings  had no items of other  comprehensive
         income.

         Vinings also adopted SFAS No. 131,  "Disclosures  About  Segments of an
         Enterprise and Related Information," during 1998, which establishes new
         standards  for  disclosure  of  segment  information  on the so  called
         "management approach." The management approach is based on the way that
         the chief operating  decision maker organizes segments within a company
         for  making  operating  decisions  and  assessing  performance.   Since
         Vinings' real estate  portfolio has similar  economic  characteristics,
         customers,  and products and services,  Vinings evaluates the operating
         performance of its real estate portfolio as one reportable  segment, on
         the same basis of  presentation  for internal  and external  reporting.
         Therefore, no additional segment information is presented herein.


         Reclassifications
         -----------------

         Certain 1999  financial  statement  amounts have been  reclassified  to
         conform with the current year presentation.


NOTE 3 - REAL ESTATE ASSETS

         On May 1,  1999,  Vinings,  through  its  subsidiaries,  completed  the
         acquisition  of  the  Portfolio   Properties  from  seventeen   limited
         partnerships and limited  liability  companies.  Eight of the Portfolio
         Properties  (the  "Mississippi   Properties")  were  purchased  through
         subsidiary  partnerships  of the Operating  Partnership.  The remaining
         Portfolio  Properties (the "Joint Venture  Properties")  were purchased
         through a joint venture structure. (See Note 4.)

         The  Mississippi  Properties,  totaling 1,064 units,  were purchased by
         eight individual partnerships in each of which Vinings Holdings,  Inc.,
         a wholly owned subsidiary of the Trust, owns a .1% general  partnership
         interest and the Operating Partnership owns a 99.9% limited partnership
         interest.  The aggregate purchase price for the Mississippi  Properties
         was  $47,665,396   (excluding   closing  costs),   which  included  the
         assumption of debt of  approximately  $41,693,000 with the balance paid
         in cash,  which was funded by the issuance of the  Preferred  Units.  A
         total of  approximately  $749,200 in escrows held by the mortgagees was
         also purchased.

         In addition Vinings owns, also through  subsidiary  partnerships of the
         Operating Partnership,  two additional  multifamily  communities in the
         metropolitan   Atlanta   area  for  a  total  of  1,520  units  in  ten
         communities,  as well as a 75,000 square foot business  center.  All of
         the  multifamily  communities  are  encumbered  by fixed rate  mortgage
         financing and the business center is security for the line of credit.
<PAGE>
NOTE 4 - INVESTMENT IN UNCONSOLIDATED JOINT VENTURE

         On May 1, 1999, Vinings  purchased,  through a joint venture structure,
         five  apartment  communities,  totaling  968 units (the "Joint  Venture
         Properties").  The Joint  Venture  Properties  were  purchased  by nine
         individual  partnerships  in each of which  Vinings  Holdings,  Inc., a
         wholly owned  subsidiary of the Trust,  owns a .1% general  partnership
         interest and Vinings/CMS Master Partnership,  L.P.  (collectively,  the
         "Joint Venture"), a Delaware limited partnership,  owns a 99.9% limited
         partnership  interest.  The  Operating  Partnership  has a .1%  general
         partner  interest and a 19.98%  limited  partner  interest in the Joint
         Venture,  for which it paid  $1,705,100.  This investment was funded by
         the issuance of the Preferred Units. 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
         (excluding   closing   costs),   which   included  the   assumption  of
         approximately  $39,265,000  of debt with the  balance  paid in cash.  A
         total of  approximately  $716,400 in escrows held by the mortgagees was
         also purchased.

         Vinings  accounts for its  investment  in the Joint  Venture  using the
         equity method of accounting.  The following is a summary of the results
         of operations of the Joint Venture and Vinings'  share of the equity in
         the loss from the Joint Venture for the three month period from January
         1, 2000 to March 31, 2000:

<TABLE>
<S>                                                                          <C>
         Revenues                                                            $  1,653,858
                                                                            --------------
         Expenses:
              Property operating and maintenance                                  717,839
              General and administrative                                           13,690
              Depreciation and amortization                                       376,769
              Interest expense                                                    864,092
                                                                            --------------
                  Total Expenses                                                1,972,390
                                                                            --------------
         Net loss                                                                (318,532)

              Vinings' equity percentage                                             20%
                                                                            --------------
         Vinings' equity in loss of unconsolidated Joint Venture             $    (63,707)
                                                                            ==============
         Distributions received by Vinings from Joint Venture                $          -
                                                                            ==============
         Cash flows used in operating activities                             $   (112,348)
                                                                            ==============
         Cash flows used in investing activities                             $    (42,462)
                                                                            ==============
         Cash flows used in financing activities                             $    (53,440)
                                                                            ==============
</TABLE>
<PAGE>

         The following  summarizes  the balance sheet of the Joint Venture as of
March 31, 2000:
<TABLE>
<S>                                                                          <C>
         Real estates assets, net of accumulated depreciation                $ 45,882,190
         Cash and other assets                                                  1,455,246
                                                                            --------------
                   Total assets                                              $ 47,337,436
                                                                            ==============

         Mortgage notes payable                                              $ 39,105,770
         Other liabilities                                                        790,728
                                                                            --------------
              Total liabilities                                                39,896,498
                                                                            --------------

         Capital - Vinings                                                      1,488,268
         Capital - Other                                                        5,952,670
                                                                            --------------
             Total capital                                                      7,440,938
                                                                            -------------
                  Total liabilities and capital                              $ 47,337,436
                                                                            ==============

</TABLE>

         Mortgage notes payable held by the Joint Venture are non-recourse fixed
         rate  notes  secured  by the  individual  properties.  All of the notes
         except one are  insured  by the U.S.  Department  of Housing  and Urban
         Development ("HUD") and,  therefore,  distributions from the properties
         are subject to "surplus  cash" as defined by HUD. The maturity dates of
         the notes  payable  range from June 2007 to November  2037 and interest
         rates range from 8.00% to 8.75%.


NOTE 5 - SHAREHOLDERS' EQUITY AND PREFERRED PARTNERSHIP INTERESTS

         On April 29,  1999,  the  Operating  Partnership  offered  in a private
         transaction  Preferred  Units.  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 one year  from the date of  issuance  $4.25 per
         Preferred Unit.

         Under certain circumstances, the holders of Preferred Units may convert
         any part or all of such Preferred Units into common  partnership units,
         common shares,  or Preferred  Shares.  In lieu of converting  Preferred
         Units  into  common  shares,  the  Operating  Partnership,  in its sole
         discretion, may satisfy its conversion obligations through certain cash
         payments,  as further  set forth in the  partnership  agreement  of the
         Operating Partnership.

         Generally, the holders of Preferred Units do not have the right to vote
         on any matter on which any general or limited  partner of the Operating
         Partnership may vote. The holders of Preferred Units do, however,  have
         the  right 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.
<PAGE>
         As of March 31,  2000, a total of  1,988,235  Preferred  Units had been
         issued for an aggregate  purchase  price of  $8,450,000.  The Operating
         Partnership  used the proceeds of such sales of Preferred  Units to pay
         the cash consideration for the Operating Partnership's interests in the
         property partnerships that acquired the Mississippi Properties, and its
         interest in the Joint Venture. (See Notes 3 and 4.)

         At the annual meeting of shareholders  held on June 29, 1999,  Vinings'
         shareholders  approved  proposals to amend the Trust's  Declaration  of
         Trust to  decrease  the total  number of  common  shares of  beneficial
         interest  authorized  from an  unlimited  amount to  25,000,000  and to
         authorize  a new class of  7,050,000  preferred  shares  of  beneficial
         interest which, upon the affirmative vote of two-thirds of the Board of
         Trustees,  may be issued in such  amounts,  in one or more series,  and
         with such  designations,  preferences,  limitations and relative rights
         for each series as the Board of Trustees shall determine.

         On March 15, 2000, the Board of Trustees voted to convert the Preferred
         Units into a newly  created  class of  preferred  shares of  beneficial
         interest  in  Vinings,  and  consequently  authorized  the  issuance of
         1,988,235 Series A Preferred  Shares with the same rights,  preferences
         and privileges as the existing Preferred Units.


NOTE 6 - NOTES PAYABLE

         Mortgage Notes Payable
         ----------------------
         Mortgage  notes  payable were  secured by the  following  apartment
         communities  at March 31, 2000 and December 31, 1999,  as follows:
<TABLE>
<CAPTION>
                                               Fixed interest
                                                 rate as of            Principal balance as of:
                               Maturity            3/31/00             3/31/00          12/31/99
                            ---------------   ---------------       ------------    --------------
<S>                            <C>                  <C>             <C>               <C>
        Cottonwood             10/01/2036           8.875%          $ 4,679,695       $ 4,683,888
        Delta Bluff            08/01/2036           9.25 %            6,198,489         6,203,591
        Foxgate I              06/01/2037           8.50 %            6,592,397         6,598,549
        Hampton House          08/01/2037           8.50 %            5,164,240         5,169,167
        Heritage Place         10/01/2036           8.75 %            3,138,958         3,141,865
        Northwood              06/01/2034           8.75 %            4,477,729         4,482,862
        River Pointe           01/01/2037           8.625%            5,975,880         5,981,475
        Trace Ridge            07/01/2036           8.50 %            5,324,736         5,330,125
        The Thicket            07/01/2003           9.04 %            7,184,023         7,200,487
        Windrush               07/01/2024           7.50 %            6,258,192         6,282,914
                                                                    ------------    --------------
             Total                                                  $54,994,339       $55,074,923
                                                                    ============    ==============
</TABLE>
<PAGE>
         All of the notes except The Thicket are insured by HUD and,  therefore,
         distributions  from the  properties  are subject to  "surplus  cash" as
         defined by HUD.

         Scheduled maturities of the mortgage notes payable as of March 31, 2000
         are as follows:


                         2000              $   252,130
                         2001                  361,792
                         2002                  393,425
                         2003                7,314,761
                         2004                  367,596
                         Thereafter         46,304,635
                                          -------------
                         Total             $54,994,339
                                          =============


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

         On April 27,  1999  Vinings  obtained a line of credit in the amount of
         $2,000,000 from a financial institution.  The line of credit is secured
         by Peachtree  Business Center.  The interest rate on the line of credit
         is one percent over prime as posted in The Wall Street  Journal,  which
         was 9.50% at March  31,  2000.  The  principal  balance  of the line of
         credit as of March 31, 2000 and  December 31, 1999 was  $1,865,000  and
         $1,715,000,  respectively. The line of credit expired on April 27, 2000
         and was renewed until April 30, 2001.


NOTE 7 - RELATED PARTY TRANSACTIONS

         On January 1, 1999, Vinings entered into management agreements with VIP
         Management,  LLC ("VIP"),  an affiliate of the  officers,  who are also
         Trustees of Vinings,  to provide property management services for a fee
         equal to  varying  percentages  ranging  from three and one half to six
         percent 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.  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 with VIP,
         "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.  Beginning  January 1, 1998 the Vinings Group has
         charged Vinings for certain overhead charges. Beginning August 1, 1999,
         the Trust has also paid for its pro-rata share of rent,  administrative
         and other  overhead  charges,  which includes  reimbursing  The Vinings
         Group for a pro-rata  portion of salaries and benefits for the officers
         and other employees providing services to Vinings.
<PAGE>
         The following table reflects payments made to The Vinings Group:

                                                             Three months
                                                            ended March 31,
                                                         2000             1999
                                                      -----------     ----------
            Vinings
                 Management fees                       $103,286        $ 56,184
                 Data processing fees                    16,416           6,840
                 Overhead reimbursements                 94,921          53,250
                                                      -----------     ----------
                      Total                            $214,623        $177,899
                                                      ===========     ==========

            Joint Venture
                 Management fees                       $ 47,105            -
                 Data processing fees                    14,520            -
                                                      -----------     ----------
                      Total                            $ 61,625            -
                                                      ===========     ==========

         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.

         In connection  with the  acquisition of the Portfolio  Properties,  MFI
         Realty,  Inc.,  an affiliate of the officers of Vinings,  received fees
         totaling   $400,276  of  which  $167,103  was  paid  by  the  Operating
         Partnership and $233,173 was paid by the Joint Venture.

         Effective March 1, 2000,  628,927 shares of Vinings were purchased in a
         privately  negotiated   transaction  by  the  Officers,  one  of  their
         affiliates  and an  affiliate  of one of the  Trustees  from a  limited
         number  of  shareholders,  which  included  three of the  Trustees  and
         certain of their  affiliates (the "Stock  Transaction").  In connection
         with the Stock  Transaction,  the three  selling  Trustees  -- James D.
         Ross, Martin H. Petersen and Gilbert H. Watts, Jr. -- resigned from the
         Board of Trustees.

         As a result of the Stock Transaction,  fewer than five shareholders own
         in excess of 50% of the equity in Vinings. On March 15, 2000, the Board
         of  Trustees  voted to waive  the  ownership  limitations  in  Vinings'
         Declaration of Trust with respect to shareholders  acquiring  shares in
         the Stock  Transaction,  as well as with respect to certain  holders of
         Preferred Units who will be acquiring  Preferred  Shares.  The Board is
         currently   considering   whether  it  is  in  the  best  interests  of
         shareholders  for  Vinings to continue to qualify as a REIT for federal
         income tax purposes in light of the restrictions  imposed on Vinings in
         order for it to qualify as a REIT. To maintain its REIT status, Vinings
         would be required to effect a change in its ownership  structure  prior
         to June 30, 2000.  However,  there can be no assurances  that the Trust
         will be successful in effecting such a change prior to June 30, 2000.
<PAGE>
         Presently,  the Board does not believe that there would be negative tax
         consequences  to the  shareholders  should Vinings lose its REIT status
         due to the fact  that the  Trust is not  currently  generating  taxable
         income.   However,   management  is  continuing  to   investigate   all
         alternatives for maintaining REIT status as well as all consequences to
         the shareholders should Vinings lose its REIT status.


NOTE 8 - DISTRIBUTIONS

         Vinings has not declared or paid any dividends  during the three months
         ended March 31, 2000.  Vinings declared two dividends of five cents per
         share each,  which were paid  September  1, 1999 and  December 8, 1999,
         respectively  to shareholders of record on August 16, 1999 and November
         26,  1999,   respectively.   For  federal  income  tax  purposes  these
         distributions  represented  a return of  capital.  Vinings  intends  to
         continue  to pay  distributions  to  shareholders  in  amounts at least
         sufficient to enable the Trust to qualify as a REIT (See Note 2).


NOTE 9 - 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, 2000, at Peachtree:

                        2000                $289,102
                        2001                 386,175
                        2002                 148,236
                                          -----------
                       Total               $823,513
                                          ===========

         One tenant  generated 48% of  Peachtree's  revenues for the period
         ended March 31, 2000.  The same tenant  accounts for 76% of the future
         minimum lease payments.


NOTE 10 - 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 11 - SUPPLEMENTAL CASH FLOW INFORMATION

         Vinings paid interest of  $1,230,593  and $312,319 for the three months
         ended March 31, 2000 and 1999, respectively.

<PAGE>
NOTE 12 - DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

         Based on interest rates and other  pertinent  information  available to
         Vinings as of March 31, 2000 and December 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, 2000 and
         December 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, 2000.


NOTE 13 - 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 December 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.

         During 1998 and 1997,  Vinings granted  non-qualified  share options to
         the officers, Trustees and certain key persons. The options were vested
         in full  after  one year  from the date of the  grant.  Of the  options
         granted in 1998,  81,250 have an  exercise  price of $4.00 per share as
         compared  to a fair  value of $3.63 on the date of the  grant and 1,500
         have an exercise price of $4.75 per share,  which was equal to the fair
         value on the date of grant.  A total of 26,000  options were granted in
         1997,  which have an exercise price of $5.00 per share as compared to a
         fair value of $4.56 per share on the date of the  grant.  There were no
         options granted during 1999 or 2000.

         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  was  reflected  in
         compensation  expense and shareholders'  equity in 1998. 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.
<PAGE>
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 mortgage  real estate  investment  trust  ("REIT")  whose
original plan was to liquidate within  approximately  ten years. On February 28,
1996,  Vinings Investment  Properties,  Inc. completed a tender offer 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.  Current
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.

Currently  Vinings  conducts all of its operations  through  Vinings  Investment
Properties, L.P. (the "Operating Partnership").  As of March 31, 2000, 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").

On April 29, 1999, the Operating  Partnership  offered, in a private transaction
pursuant to a Securities Purchase Agreement (the "Purchase Agreement"), Series A
Preferred  Partnership interests (the "Preferred Units"). See Note 5 to Vinings'
March 31, 2000 Consolidated Financial Statements.  As of March 31, 2000, a total
of 1,988,235  Preferred Units had been issued for an aggregate purchase price of
$8,450,000,  the proceeds from which were used to acquire  thirteen  multifamily
communities  (collectively,  the "Portfolio  Properties") from seventeen limited
partnerships and limited liability companies.  Eight of the Portfolio Properties
(the "Mississippi Properties") were purchased through subsidiary partnerships of
the  Operating  Partnership.  The  remaining  Portfolio  Properties  (the "Joint
Venture  Properties")  were  purchased  through  a joint  venture  in which  the
Operating  Partnership  has a 20% limited  partner  interest  and is the general
partner  (the "Joint  Venture").  See Notes 3 and 4 to  Vinings'  March 31, 2000
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
---------------------

Rental  and  other  property  revenues  increased  $1,828,003,   or  176%,  from
$1,038,763  for the three months ended March 31, 1999 to $2,866,766 for the same
period in 2000.  This  increase is due  primarily to the  revenues  generated in
connection  with the Trust's  ownership of the  Mississippi  Properties  for the
three months ended March 31, 2000,  which were not in Vinings'  portfolio during
the same three month period of 1999.

Other  income  increased  $620,  or 5%, from  $12,000 for the three months ended
March 31, 1999 to $12,620 for the same period of 2000.
<PAGE>
Property operating and maintenance expense increased by $705,792,  or 178%, from
$397,549 for the three months ended March 31, 1999, to  $1,103,341  for the same
period in 2000.  Of this  increase,  $715,490  was due to expenses  generated in
connection  with the Trusts'  ownership of the  Mississippi  Properties  for the
three months ended March 31, 2000,  which were not in Vinings'  portfolio during
the same three month period in 1999.  This  increase was offset by a decrease in
operating  expenses  of $9,698 for the three  months  ended  March 31,  2000 due
primarily to savings in Windrush and Thicket's management expense.

Depreciation and amortization  increased by $396,851, or 238%, from $166,557 for
the three  months  ended March 31, 1999 to $563,408 for the same period in 2000.
This increase is due primarily to depreciation  generated in connection with the
Trusts' ownership of the Mississippi Properties for the three months ended March
31, 2000,  which were not in Vinings'  portfolio during the same period of 1999.
There was a slight  increase  in  Windrush  and  Thicket's  depreciation  due to
additional capital expenditures.

Amortization  of deferred  financing  costs  increased by $9,810,  or 127%, from
$7,726 for the three  months ended March 31, 1999 to $17,536 for the same period
in 2000 due to costs incurred in connection  with the refinancing of the line of
credit.

Interest expense increased $957,156, or 288%, from $332,079 for the three months
ended March 31, 1999 to $1,289,235 for the same period in 2000, due primarily to
the mortgage interest  generated in connection with the Trusts' ownership of the
Mississippi Properties for the three months ended March 31, 2000, which were not
in the Vinings' portfolio during the same period in 1999. In addition,  interest
on Vinings'  line of credit  increased  slightly due to rising  interest  rates.
Windrush and Thicket had slight  decreases  in interest  expense due to mortgage
amortization.

General and administrative  expense increased $44,275, or 31%, from $143,537 for
the three  months  ended March 31, 1999 to $187,812 for the same period in 2000.
This increase  consists of: (1) overhead  allocations  paid to The Vinings Group
totaling $41,672;  (2) professional fees totaling $10,762;  and (3) rent expense
totaling  $9,539.  This  increase  is offset  by the  following  decreases:  (1)
corporate  communications  expense  totaling  $12,939;  and (2) trustee  expense
totaling $5,124.


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

Net cash was used by operating activities of $370,855 for the three months ended
March 31, 2000 as  compared to net cash  provided  by  operating  activities  of
$265,851 for the three months ended March 31, 1999. This change is due primarily
to the distribution paid to the holders of Preferred Units made by the Operating
Partnership. This distribution was for the six month period from July 1, 1999 to
December 31, 1999  totaling  $464,750  and was paid during the first  quarter of
2000.

Cash flows used in investing activities decreased $104,406 from $142,185 for the
three  months  ended March  31,1999 to $37,779 for the same period in 2000,  due
primarily to a reduction in capital expenditures.
<PAGE>
Cash of $64,401 was provided by financing  activities for the three months ended
March 31, 1999 as compared to cash used by financing  activities  of $37,990 for
the same of period in 2000.  This is due  primarily to a draw of $150,000 on the
line of credit,  which was offset by principal  payments made on mortgage  notes
payable.

The cash held by Vinings  at March 31,  2000,  plus the cash flow from  Vinings'
assets,  including the investment in the Joint  Venture,  is expected to provide
sources of liquidity  to allow  Vinings to meet  current  operating  obligations
excluding the distributions to the preferred unitholders. Currently, the Trust's
cash flow is not  sufficient  to make the total  distribution  on the  Preferred
Units. This is due to the assimilation of the Portfolio Properties into Vinings'
operations,  which has  taken  longer  than  expected.  As a  result,  it may be
necessary  to draw  funds  from  the  line of  credit  in order to make the next
scheduled distribution to preferred unitholders in August, 2000. However, if the
current  trend  of  increasing  revenues  and net  operating  income  continues,
management  believes that sufficient cash flow may be generated in the future to
make the scheduled  distribution  on the Preferred  Units without drawing on the
line of credit.  However,  there can be no assurance that  sufficient  cash flow
will be generated from the Trust's operations. In addition,  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
grow its income producing investments.


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  for  acquisition;  the  inability  of Vinings to continue to acquire
properties in the future; 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,  Mississippi
and the surrounding  southeastern  states;  the national economic  climate;  the
local economic climate in Georgia,  Mississippi and the surrounding southeastern
states; the local real estate conditions and competition in Georgia, Mississippi
and the surrounding  southeastern states; the ability of Vinings to identify and
correct all potential  Year 2000 sensitive  problems;  the ability of Vinings to
continue to qualify as a REIT; and the ability of Vinings to generate sufficient
cash flow to pay the entire  preferred  distribution.  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>
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Vinings is exposed to market  risk from  changes in  interest  rates,  which may
adversely affect its financial  position,  results of operations and cash flows.
In seeking  to  minimize  the risks from  interest  rate  fluctuations,  Vinings
manages  exposures  through  its regular  operating  and  financing  activities.
Vinings  does not use  financial  instruments  for trading or other  speculative
purposes.  Vinings  is exposed  to  interest  rate risk  primarily  through  its
borrowing  activities,  which are described in Note 6 to Vinings' March 31, 2000
Consolidated  Financial  Statements.  All of Vinings' borrowings are under fixed
rate  instruments,  except the line of credit,  which is at prime plus 1%. As of
March  31,  2000  Vinings'  exposure  to  market  risk  has  changed  due to the
acquisition of the Vinings Properties and the assumption of the related mortgage
indebtedness.  However,  Vinings has determined that there is no material market
risk exposure to its consolidated  financial position,  results of operations or
cash flows due to changes in interest  rates because of the fixed rate nature of
its long-term debt.

The following table presents  principal  reductions and related weighted average
interest rates by year of expected  maturity for Vinings' debt obligations as of
March 31, 2000 and should be read in conjunction with Vinings' December 31, 1999
SEC form 10-K:



(In Thousands)               2000       2001      2002      2003      2004
--------------------------------------------------------------------------------

Principal Reductions
  In Mortgage Notes         $  252      $362      $393    $7,315      $367

Average Interest Rates       8.63%     8.63%     8.63%     8.63%     8.63%

Line Of Credit              $1,865       -         -         -         -

Interest Rate                9.50%       -         -         -         -

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



                                                      Fair Value
                              There                    March 31,
(In Thousands)               -after        Total        2000
-----------------------------------------------------------------

Principal Reductions
  In Mortgage Notes          $46,305      $55,994      $55,994

Average Interest Rates         8.58%        8.63%        8.63%

Line Of Credit                  -         $ 1,865      $ 1,865

Interest Rate                   -           9.50%        9.50%

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

<PAGE>
                                     PART II

                                OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

     3.1  Third Amended and Restated  Declaration of Trust of Vinings  effective
          July 1, 1999  (incorporated  by  reference  to Exhibit 3.1 to Vinings'
          Quarterly  Report on Form 10-Q for the  quarter  ended  September  30,
          1999, No. 0-13693).

     3.2  Eighth  Amendment  to the Amended and  Restated  Agreement  of Limited
          Partnership of Vinings Investment Properties, L.P. (filed herewith).

     3.3  Certificate of  Designation  Classifying  and  designating a series of
          Preferred Shares as Series A Convertible Preferred Shares of the Trust
          (filed herewith).

     27   Financial Data Schedule (filed herewith).

(b)  Reports on Form 8-K

Current  Report  on Form 8-K,  dated  February  23,  2000,  was  filed  with the
Securities and Exchange Commission regarding a change in the Trust's independent
public accountant.

<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, 2000