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

                                    FORM 10-Q

 
            x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                                  
                  For the Quarterly Period ended March 31, 1999

                                       OR

                 

                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                         Commission File Number 2-95449


                      NATIONAL PROPERTIES INVESTMENT TRUST
                   Formerly Richard Roberts Real Estate Growth
                Trust I (Exact name of registrant as specified in
                                  its charter)




         Massachusetts                                               06-6290322
(State or Other Jurisdiction of                                (I.R.S. Employer
Incorporation or Organization)                           Identification Number)


  P.O. Box 148 Canton Center,  CT                                  06020
(Address of Principal Executive Offices)                        (Zip Code)



       Registrant's Telephone Number, Including Area Code: (860) 693-9624







     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
     required to be filed by Section 12,13 or 15(d) of the  Securities  Exchange
     Act of 1934 during the preceding 12 months (or for such shorter period that
     the Registrant was required to file such reports), and (2) has been subject
     to filing requirements for the past 90 days. Yes X No



<PAGE>




                                     PART I

                              FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS.

                      NATIONAL PROPERTIES INVESTMENT TRUST

                                      INDEX


     Accountants' Review Report


     Comparative  Balance  Sheet as of March  31,  1999 and  December  31,  1998
     
     Comparative  Statement of Operations  for the Quarters Ended March 31, 1999
     and 1998

     Comparative  Statement of Changes in Shareholders'  Equity for the Quarters
     Ended March 31, 1999 and 1998

     Comparative  Statement of Cash Flows for the Quarters  Ended March 31, 1999
     and 1998

     Notes to the Financial Statements




<PAGE>



                    [Letterhead of Bernardi & Company, LLC]

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


We  have  reviewed  the  accompanying   balance  sheet  of  National  Properties
Investment Trust as of March 31, 1999 and the related  statements of operations,
changes in shareholders'  equity and cash flows for the quarters ended March 31,
1999 and 1998,  included in the accompanying  Securities and Exchange Commission
Form 10-Q for the period ended March 31, 1999 in accordance  with  Statements on
Standards for Accounting and Review Services issued by the American Institute of
Certified  Public  Accountants.  All  information  included  in these  financial
statements  is the  representation  of the  management  of  National  Properties
Investment Trust.

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

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

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards, the balance sheet as of December 31, 1998, and the related statements
of operations,  shareholders' equity and cash flows for the year then ended (not
presented  herein).  In our  report  dated  March  12,  1999,  we  expressed  an
unqualified  opinion  on  those  financial  statements.   In  our  opinion,  the
information set forth in the accompanying balance sheet as of December 31, 1998,
is fairly stated in all material  respects in relation to the balance sheet from
which it has been derived.

<PAGE>

The accompanying financial statements have been prepared assuming that the Trust
will  continue  as a going  concern.  As  discussed  in Note 6 to the  financial
statements,  the  Trust  has  sold  its real  property  and its  sole  remaining
substantial  asset is cash.  The  Trust  does not  currently  own any  operating
assets.  These  factors  raise  substantial  doubt about the Trust's  ability to
continue as a going concern.  Management's  plans in regard to these matters are
also  discussed  in  Note  5.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.



Respectfully submitted,


  /s/ Bernardi & Company

BERNARDI & COMPANY, LLC

Certified Public Accountants


May 10, 1999


<PAGE>

                      NATIONAL PROPERTIES INVESTMENT TRUST
                           CANTON CENTER, CONNECTICUT
                            COMPARATIVE BALANCE SHEET
                         See Accountants' Review Report

<TABLE>
<CAPTION>
                                                       (Reviewed)   (Audited)
                                                        
                                                        March 31,  December 31,
                                                          1999         1998

ASSETS:
<S>                                                    <C>         <C>        
      Investments in personal property                 $     2,876 $     3,158
      Cash and cash equivalents                             87,273      98,523
      Receivable from employee                                 -         1,137
                                                       ----------- -----------
           Total Assets                                $    90,149 $   102,818
                                                       =========== ===========

LIABILITIES:
      Accounts payable and accrued expenses            $     5,001 $     7,839
      Prepaid rent                                           8,575       8,575
      Due to shareholders                                      606         606
                                                       ----------- -----------
           Total Liabilities                                14,182      17,020
                                                       ----------- -----------
SHAREHOLDERS' EQUITY:
      Shares of beneficial interest, no par value, unlimited
        authorization, shares issued and outstanding were
        747,503 in 1999 and 747,553 in 1998             11,790,407  11,790,407
      Accumulated deficit                              (11,714,440)(11,704,609)
                                                       ----------- -----------

           Total Shareholders' Equity                       75,967      85,798
                                                       ----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             $    90,149 $   102,818
------------------------------------------             =========== ===========



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

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

<TABLE>
<CAPTION>

                                                        For the Quarter Ended
                                                               March 31,
                                                             1999       1998
LOSS FROM OPERATIONS OF DISCONTINUED
          LAKE MARY REAL ESTATE:
<S>                                                        <C>       <C>      
         
         General and administrative expenses              $ (10,544) $ (10,726)
                                                           --------   --------
           
OTHER INCOME:
         Interest income                                        618        -
         Dividend income                                         95        -
                                                           --------   --------
           Total Other Income                                   713        -
                                                           --------   --------
NET LOSS                                                  $  (9,831) $ (10,726)
                                                           ========   ========

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

AVERAGE NUMBER OF SHARES OF BENEFICIAL
         INTEREST                                           747,503    747,553
                                                           ========   ========

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

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

<TABLE>
<CAPTION>

                                            For the Quarter Ended      For the Quarter Ended

                                                   March 31,                   March 31,
                                                     1999                        1998
                                             Shares        Amount       Shares        Amount
SHARES OF BENEFICIAL INTEREST

<S>                                          <C>        <C>             <C>       <C>         
     Balance - Beginning of the Period       747,503    $ 11,790,407    747,553   $ 11,791,190

     Shares redemed                            1,540             231       -            -

     Shares issued                            (1,540)           (231)      -            -
                                             -------    ------------    -------   ------------

     Balance - End of the Period             747,503    $ 11,790,407    747,553   $ 11,791,190
                                             =======    ============    =======   ============


ACCUMULATED DEFICIT
     Balance - Beginning of the Period                  $(11,704,609)             $(10,469,226)

     Net loss                                                 (9,831)                  (10,726)

     Dividends paid                                             -                   (1,012,800)
                                                        ------------             -------------

     Balance - End of the Period                        $(11,714,440)            $ (11,492,752)
                                                        ============             =============





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

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

<TABLE>
<CAPTION>

                                                          For the Quarter Ended
                                                               March 31,
                                                              1999     1998

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                         <C>       <C>     
     Net loss                                                $(9,831) $(10,726)
                                                            --------  --------
     Adjustments to reconcile loss to net cash
      used in operating activities
          Depreciation                                           282       282

          Changes in  Assets and Liabilities:
              Receivables                                        -       1,314
              Other assets                                     1,137     1,543
              Accounts payable and accrued expenses           (2,838)  (25,219)
                                                            --------  --------
                  Total Adjustments                           (1,419)  (22,080)
                                                            --------  --------
     Net Cash Used In Operating Activities                   (11,250)  (32,806)
                                                            --------  --------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Redemption of shares                                       (231)     -
     Proceeds from the issuance of shares                        231      -
     Due to shareholders                                        -          635
                                                            --------  --------
          Net Cash Provided By  
            Financing Activities                                -          635
                                                            --------  --------


NET DECREASE IN CASH AND CASH EQUIVALENTS                    (11,250)  (32,171)

CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD            98,523    32,171
                                                            --------  --------

CASH AND CASH EQUIVALENTS, END OF THE PERIOD                $ 87,273  $   -
                                                            ========  ========










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

<PAGE>


                      NATIONAL PROPERTIES INVESTMENT TRUST
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - Organization and Summary of Accounting Policies:

              A. Organization:
                  National Properties Investment Trust (formerly Richard Roberts
              Real Estate Growth Trust I) (the "Trust") was organized on January
              16, 1985 as a  Massachusetts  Business  Trust.  The Trust  invests
              directly in equity  interests  in  commercial,  industrial  and/or
              residential   properties   in  the   United   States   which  have
              income-producing  capabilities  and intends to hold its properties
              for long-term investment.

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

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



<PAGE>


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

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

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

              D.  Income Taxes:
                  The Trust has made for prior  years,  and  intends to make for
              1999, an election to file as a real estate investment trust (REIT)
              for federal tax purposes,  and if so qualified,  will not be taxed
              on earnings distributed to shareholders. Accordingly, no provision
              for federal income taxes has been made for the periods ended March
              31,  1999 and March 31,  1998.  However,  the Trust is  subject to
              state income taxes, where applicable.

              E.  Depreciation:
                  Depreciation was computed using the straight-line  method over
              an estimated depreciable life of 7 years for personal property.

              F. Accumulated Deficit:
                  The   accumulated   deficit,   reported  as  a  reduction   of
              Shareholders'   Equity,   includes  net  losses   recognized   and
              distributions   made  to  Shareholders  as  a  return  of  capital
              invested.

              G.  Use of Estimates:
                    The  preparation of financial  statements in conformity with
              generally accepted  accounting  principles requires management to
              make  estimates  and  assumptions  that affect  certain  reported
              amounts and disclosures. Accordingly, actual results could differ
              from those estimates.


NOTE 2 - Related Party Transactions:

                  The  Trust  offices  are  located  at  premises  owned  by the
              Managing Trustee. No rent was charged to the Trust in the quarters
              ended March 31, 1999 and 1998,  respectively,  however,  the Trust
              paid utility bills for the office of $156 and $338 in the quarters
              ended March 31, 1999 and 1998, respectively.

                  The Trust paid health insurance  premiums of $2,000 and $2,387
              on behalf of two Trustees  for the  quarters  ended March 31, 1999
              and 1998,  respectively.  The Trust  paid  $2,632  and $1,473 to a
              credit card account of the Managing  Trustee for  reimbursement of
              Trust expenses  during the quarters ended March 31, 1999 and 1998,
              respectively.  In 1998,  the Trust  overpaid the Managing  Trustee
              $1,139 for  reimbursements  of  expenses,  which was repaid to the
              Trust in the quarter ended March 31, 1999.



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

<PAGE>

NOTE 4 - Investment in Personal Property:

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

<TABLE>
<CAPTION>
                                            March 31,    December 31,
                                             1999            1998

<S>                                        <C>           <C>      
     Furnishings and Equipment             $   6,545     $   6,545
     Less: Accumulated Depreciation        (   3,669)     (  3,387)
                                            --------       -------
    Net Investment in Personal Property    $   2,876     $   3,158
                                             =======       =======
</TABLE>


NOTE 5 - Going Concern:

                  The Trust  during  1998,  has sold all 13,648  shares  that it
              owned in Philips  International  Realty Corp.  The Trust  received
              gross  proceeds of $221,480 and had  realized  losses of $178,520.
              Substantially  all of the  Trust's  assets were held as cash as of
              March 31, 1999.  The Trust does not  currently  own any  operating
              assets. The Trust was contractually  bound to operate for one year
              until   December  31,   1998.   The  Trustees  of  the  Trust  are
              investigating  new  properties  as possible  acquisitions  for the
              Trust. Very preliminary negotiations are currently underway with a
              potential merger candidate.  Should the Trust be unable to acquire
              a new property(ies) by the end of 1999, the Trustees will evaluate
              their  options  as to the best  course of action for the Trust and
              will liquidate the Trust if it were to lose its REIT status.


NOTE 6 - Sale of Lake Mary Property:


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

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

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

<PAGE>

NOTE 7 - Contingencies:

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

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

                  A  lawsuit  has been  brought  by a  successor  of the  former
              Advisor ("Former Advisor") in the State of Connecticut against the
              Trust,   Peter   Stein  (the   Managing   Trustee  of  the  Trust)
              individually,  and First  Investment  Properties,  Inc.  (a former
              Advisor  of the  Trust)  for  $105,000  plus  interest,  costs and
              attorney's  fees.  The suit  contends  that the Trust  assumed and
              ratified the contract between First Investment  Properties,  Inc.,
              which succeeded the Former Advisor as Advisor.  The Trust contends
              it was never  party to the  contract  and  intends  to  vigorously
              defend these actions which it considers  groundless.  The ultimate
              resolution of these matters is not  ascertainable at this time. No
              provision  has been made in the  financial  statements  related to
              these claims. The suit is currently in the discovery phase and has
              not been set to go to trial.


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

<PAGE>

NOTE 8 -  Supplemental  Disclosure of Cash Flow
              Information:
<TABLE>
<CAPTION>
                                          March 31, 1999     March 31, 1998

Cash paid during the year -

<S>                                            <C>            <C>    
    Income taxes                               $     -        $     -
    Interest                                   $     -        $     -

</TABLE>

<PAGE>

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

NATIONAL PROPERTIES  INVESTMENT TRUST (the "Trust") was organized on January 16,
1985, as a Massachusetts Business Trust. On July 23, 1993, the Trust changed its
name from Richard  Roberts Real Estate Growth Trust I to its current  name.  The
Trust has made for 1998 and  prior  years,  and  intends  to make for  1999,  an
election to file as a real estate  investment  trust "REIT" under the provisions
of the Internal  Revenue Code and intends to maintain  this status as long as it
will benefit the Trust's  shareholders.  The Trust  considers its business to be
operating in one industry segment, investment in real property

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

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


<PAGE>

The  Trust's  sole  remaining  substantial  asset is cash.  The  Trust  does not
currently own any operating assets. The Trust was contractually bound to operate
for one year  until  December  31,  1998.  The  Trustees  of the  Trust  plan to
investigate  new properties as possible  acquisitions  for the Trust.  Potential
properties  are  currently  under  investigation,  although the talks are in the
preliminary stages. Should the Trust be unable to acquire a new property(ies) by
the end of 1999,  the Trustees will evaluate their options as to the best course
of action for the Trust.

Liquidity and Capital Resources

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

At March 31, 1999 the Trust had $87,273 in cash. Current  liabilities and future
expenses are expected to be funded from cash. Cash is comprised  almost entirely
from the proceeds from the sale of Philips International Realty Corp. stock.

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

The principal asset of the Trust consists of cash.

Inflation

Not applicable


Competition

Not applicable


Results of Operations

Not  applicable.  The Trust has no current  operations  and has received $713 of
investment  income and incurred $10,544 of expenses  necessary for the continued
existence of the Trust.

<PAGE>



                                     PART II

                                OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS.

                  A  lawsuit  has been  brought  by a  successor  of the  former
              Advisor ("Former Advisor") in the State of Connecticut against the
              Trust,   Peter   Stein  (the   Managing   Trustee  of  the  Trust)
              individually,  and First  Investment  Properties,  Inc.  (a former
              Advisor  of the  Trust)  for  $105,000  plus  interest,  costs and
              attorney's  fees.  The suit  contends  that the Trust  assumed and
              ratified the contract between First Investment  Properties,  Inc.,
              which succeeded the Former Advisor as Advisor.  The Trust contends
              it was never  party to the  contract  and  intends  to  vigorously
              defend these actions which it considers  groundless.  The ultimate
              resolution of these matters is not  ascertainable at this time. No
              provision  has been made in the  financial  statements  related to
              these claims. The suit is currently in the discovery phase and has
              not been set to go to trial.


ITEM 2.     CHANGES IN SECURITIES.

                  NONE

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.

                  NOT APPLICABLE

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

                  NONE

ITEM 5.     OTHER INFORMATION.

                  NONE

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

                  NONE

<PAGE>



Signatures

Pursuant to the  requirements of Section 13 of 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.

NATIONAL PROPERTIES INVESTMENT TRUST


           5/13/99                     /s/ Peter M. Stein
Date: ___________________   By:   __________________________________
                                  Peter M. Stein
                                  Managing Trustee

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the date indicated:

  Signature                      Title                            Date


  /s/ Peter M. Stein                                              5/13/99
___________________________   Managing Trustee                ______________
Peter M. Stein


   /s/ Jay Goldman                                                5/13/99
___________________________   Trustee                         ______________
Jay Goldman


   /s/ Robert Reibstein                                            5/13/99
___________________________   Trustee                         ______________
Robert Reibstein
 
<PAGE>