UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 2002
                                       OR
            |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

              For the transition period from ________ to __________

                         Commission File Number: 0-5537

                        INVESTMENT PROPERTIES ASSOCIATES
                        --------------------------------
             (Exact Name of Registrant as specified in its charter)

A New York Limited Partnership                        13-2647723
------------------------------                        ----------
(State of organization)                     (I.R.S. Employer Identification No.)

                  60 East 42nd Street, New York, New York 10165
                  ---------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (212) 687-6400

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                 Participations of Limited Partnership Interests
                 -----------------------------------------------
                                (Title of Class)

      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 |_|

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein,  and
will not be  contained,  to the best of  Registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. |X|

      The aggregate market value of the voting stock held by  non-affiliates  of
the Registrant as of December 31, 2002 is not applicable.

      The number of Participations of Limited Partnership  Interests outstanding
of the Registrant as of December 31, 2002 was 820,000.

              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
      Indicate by check mark whether the  Registrant has filed all documents and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

                                                                  Yes |_| No |_|

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None.

<PAGE>

                        Investment Properties Associates

                                    Form 10-K

                   For The Fiscal Year Ended December 31, 2002

                                      INDEX

                                                                            Page
                                                                            ----
Part I   .....................................................................1
Item 1.  Business.............................................................1
Item 2.  Properties...........................................................3
Item 3.  Legal Proceedings....................................................3
Item 4.  Submission of Matters to a Vote of Security Holders..................3

Part II  .....................................................................4
Item 5.  Market for the Registrant's Participation Interests and
         Related Security Holder Matters......................................4
Item 6.  Selected Financial Data..............................................7
Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations................................................7
Item 7A. Quantitative and Qualitative Disclosures about Market Risk...........10
Item 8.  Financial Statements and Supplementary Data..........................10
Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.................................................10

Part III .....................................................................11
Item 10. General Partners of the Registrant...................................11
Item 11. Executive Compensation...............................................12
Item 12. Security Ownership of Certain Beneficial Owners and Management.......13
Item 13. Certain Relationships and Related Transactions.......................15
Item 14. Controls and Procedures..............................................15

Part IV  .....................................................................16
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K......16
         Signatures...........................................................17
         Certifications.......................................................18


                                      -i-

<PAGE>

                                     PART I

      This report contains certain  forward-looking  statements.  Actual results
could differ materially from those projected in the  forward-looking  statements
as a result  of any  number  of  factors  discussed  herein  including,  without
limitation,   under  the  captions  "Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations" and "Business." When used in this
report, the words "anticipate,"  "estimate," "intend," "believe," "project," and
similar expressions are intended to identify  forward-looking  statements.  Such
statements are subject to certain risks,  uncertainties and assumptions.  Should
one or more of these risks or uncertainties  materialize,  or should  underlying
assumptions  prove  incorrect,  actual  results may vary  materially  from those
anticipated, expected, estimated, intended, believed or projected.

Item 1. Business.

      (a) General Development of Business.

      General.

      Investment  Properties  Associates  ("IPA" or  "Registrant")  is a limited
partnership  formed in accordance with the New York Revised Limited  Partnership
Act, and pursuant to a Limited Partnership Agreement,  dated as of May 15, 1969,
and as amended on October 2, 1969,  October 31,  1969,  December 3, 1969 and May
30, 1997 (the  "Partnership  Agreement").  The Registrant's sole business is the
ownership and operation of commercial real estate.

      Current Property.

      The Registrant owns one vacant  commercial  office building located at 570
Broad  Street,  Newark,  New Jersey.  On October 22, 2001,  Registrant  signed a
contract,  subject to certain  closing  conditions,  to sell this property for a
purchase  price of  $11,500,000.  In connection  with the  contract,  Registrant
received non-refundable deposits from the buyer in the amount of $1,500,000.  On
January  20,  2002,  due  to  the  buyer's  inability  to  satisfy  the  closing
conditions,  the contract expired and Registrant  resumed  marketing  activities
with respect to the property.  Registrant  retained the non-refundable  deposits
from the buyer in the amount of $1,500,000 and recognized  such amount as income
in 2002.

      Background.

      Harry B. Helmsley,  a General  Partner of  Registrant,  died on January 4,
1997. Upon his death, Mr. Helmsley's general partnership  interest in Registrant
was converted to a special limited partner interest,  which was inherited by his
spouse,  Leona M. Helmsley,  from Mr.  Helmsley's estate as of December 31, 1997
(the  "Converted  Special L.P.  Interest").  Under the terms of the  Partnership
Agreement as in effect on the date of Mr. Helmsley's death, the General Partners
were required to create a new limited


                                       1
<PAGE>

partnership  with the same  attributes  as  Registrant  and to convey all of the
assets and  liabilities  of  Registrant  to such entity.  Such action would have
involved  substantial  transfer tax,  insurance  premium costs and other related
expenses  and no benefit to the  partners  of  Registrant  or to the  holders of
Participations  of  Limited  Partnership   Interests  ("PPIs")  in  the  limited
partnership  interest  of  the  limited  partner  of  Registrant.   Accordingly,
Registrant  obtained  the  approval of the holders of a majority of the PPIs to,
among other things, amend the Agreement to permit the remaining General Partners
to elect to continue the business of  Registrant  in the event of the death of a
General  Partner  and to make such  election  with  respect  to the death of Mr.
Helmsley. Such amendments were effective on May 30, 1997 (the "Amendments").  As
contemplated  by the amended  Partnership  Agreement,  effective July 3, 1997, H
Associates  L.L.C. ("H Associates"),  an entity owned by Leona M. Helmsley,  was
admitted as a General Partner of Registrant.  H Associates' economic interest in
Registrant  was  acquired  from  Helmsley-Noyes  Company,  Inc.,  also a General
Partner of Registrant.

      On June  10,  1998,  ScogBell  Acquisition,  L.L.C.,  a  Delaware  limited
liability  company  ("ScogBell"),  purchased  from  Leona  Helmsley  all  of her
interests in  Registrant.  The  interests  from this sale that were  acquired by
ScogBell from Leona Helmsley included,  among other things,  general partnership
interests  (0.05%),  special  limited  partnership  interests  (33.29%)  and  an
aggregate of 282,377 PPIs. Also on June 10, 1998,  ScogBell acquired 28,550 PPIs
in the over-the-counter  market. As a result, ScogBell became a beneficial owner
of 310,927 PPIs in Registrant which represents 37.9% of the outstanding PPIs.

      (b) Financial  Information  About Segments.  Registrant's sole business is
the  ownership  and operation of  commercial  real estate.  All of  Registrant's
revenues,  operating  profit or loss and assets  relate  solely to such industry
segment.

      (c) Narrative  Description of Business.  Registrant's only business is the
ownership and operation of commercial real properties.  During 2000,  Registrant
disposed of its remaining income producing properties and, at December 31, 2001,
Registrant's  remaining real property  consisted of one vacant commercial office
building,  which was held under  contract for sale,  subject to certain  closing
conditions.  On January 20,  2002,  due to the buyer's  inability to satisfy the
closing   conditions,   the  contract  expired.   Registrant  resumed  marketing
activities  with respect to the Property  and retained the  prospective  buyer's
non-refundable  deposits in the amount of  $1,500,000  which were  recognized as
income in 2002. The primary cost associated with Registrant's remaining Property
is real estate taxes.  All of the real property owned and operated by Registrant
is set forth in Item 2.

      Registrant's  needs for working  capital are  satisfied  by existing  cash
balances  which were  generated  primarily from previous sales of properties and
the  retention of the  aforementioned  non-refundable  deposits in the amount of
$1,500,000 in 2002.


                                       2
<PAGE>

      Registrant  employs one person who handles  maintenance  of the  remaining
Property.  All of the  Registrant's  other  operating  functions,  which consist
primarily of property management and administrative  services,  are performed by
Helmsley-Spear,  Inc. ("HSI") or affiliates of HSI, which entities may be deemed
to be affiliates of Registrant.  Management fees and leasing commissions charged
by HSI  aggregated  approximately  $0, $0 and  $393,000  during the fiscal years
ended December 31, 2002, 2001 and 2000, respectively. HSI also earned $0, $3,000
and $6,754,000 in brokerage commissions in 2002, 2001 and 2000, respectively, in
connection with the sale of two parcels of undeveloped land in Houston, Texas in
2001, the sale of its 50% undivided  interest in the Marbridge  Building and the
245 Fifth Avenue and 261 Fifth Avenue  properties in 2000.  Registrant  believes
that such services are supplied at prices that  approximate  those that would be
available from non-affiliates. See Item 13.

Item 2. Properties.

      General. At December 31, 2002, Registrant's Property included fee title to
one vacant  commercial  office  building.  The  Property is located at 570 Broad
Street, Newark, New Jersey.

      The  table  below  sets  forth a  description  of the  Property  owned  by
Registrant on December 31, 2002,  its  location,  type of ownership and rentable
area in square feet.

                                                                Total Rentable
Property                 Description              Ownership     Area (Sq. Ft.)
--------                 -----------              ---------     --------------

570 Broad Street
Newark, New Jersey(1)    14-story office bldg.    Fee           190,000

(1) The  Property has been vacant  since 1996,  and was held under  contract for
sale,  subject to certain  closing  conditions.  On January 20, 2002, due to the
buyer's  inability to satisfy the closing  conditions,  the contract expired and
Registrant resumed marketing activities with respect to the Property.

Item 3. Legal Proceedings.

      There are no material  pending legal  proceedings to which Registrant is a
party or of which any of Registrant's property is the subject.

Item 4. Submission of Matters to a Vote of Security Holders.


      No  matters  were  submitted  to a vote of holders of PPIs at a meeting or
otherwise during the fourth quarter of 2002.


                                       3
<PAGE>

                                     PART II

Item 5. Market for the Registrant's Participation Interests and Related Security
        Holder Matters.

      Market Information.

      As discussed above,  Registrant is a limited  partnership.  PPIs represent
the beneficial  interest of the Registrant's sole Limited Partner.  On September
27, 2000,  PPI's ceased to be traded in the  over-the-counter  ("OTC") market on
the National  Association  of Securities  Dealers  Automated  Quotations  System
("NASDAQ") under the symbol "IVPA." After such date, the PPI's have continued to
trade in the non-OTC  market on the NASDAQ under the symbol  "IVPA."  During the
years of 2001 and 2002 and at December 31, 2002, there was no established public
trading market for these securities and quotations are limited and sporadic.

      The following  quotations represent prices between dealers, do not include
retail mark-up, mark-down or commission and may not necessarily represent actual
transactions.  The range of high and low closing bid quotations for PPIs for the
two most recent fiscal years was as follows:

                             2002(1)                   2001(1)
                       -----------------         -----------------
                       High          Low         High          Low
                       ----          ---         ----          ---

First Qtr.               7            3          2.50            1
Second Qtr.              7          3.20         3.50          2.95
Third Qtr.               5          3.10         3.50          0.10
Fourth Qtr.              4          3.20           7           0.60

----------
(1) Trading volume for PPIs was low and quotations are limited and sporadic.

      Holders.

      As of December 31, 2002, there were 503 holders of record of PPIs.


                                       4
<PAGE>

      Dividends.

      Pursuant  to the  Partnership  Agreement,  Registrant  is required to make
certain cash  distributions to holders of PPIs. Net operating  revenues for each
calendar year are  distributable to the partners of Registrant  approximately as
follows:

      General Partners (as a group):                               .55%
          Irving Schneider
          Minlyn, Inc.
          ScogBell AG, Inc. (formerly known as
          Helmsley-Noyes Company, Inc.)
          ScogBell

      Converted Special L.P. Interest:                             .95%
          ScogBell

      Special Limited Partners (as a group):                     48.50%
          ScogBell
          Irving Schneider

      Limited Partner (nominee for holders of PPIs):             50.0%

      The  Limited  Partner  is the  nominee  for the  holders  of PPIs  and all
distributions  to the Limited Partner are distributed  ratably to the holders of
820,000  PPIs.  If with  respect  to any  calendar  year the  Limited  Partner's
distributive  share  (computed  on the  same  basis  as that  used in  preparing
Registrant's  Federal income tax return) of income (loss), plus one-half of such
partner's  distributive  share  of  long-term  capital  gains,  exceeds  the net
operating  revenue  allocated  to the  Limited  Partner  as  referred  to in the
preceding paragraph, then Registrant must also distribute additional funds in an
amount equal to such excess to the holders of PPIs. If Registrant  does not have
funds for such distribution  (from cash on hand or borrowings),  the Partnership
Agreement  obligates  the  General  Partners  to lend  or  contribute  funds  to
Registrant for such purpose.

      In 2002,  Registrant  had "net operating  revenues" of $450,538,  of which
$225,269 in the aggregate (or $0.2747 per PPI) will be  distributed on March 31,
2003 to the holders of PPI's and  $225,269  will be  distributed  to the Special
Limited  Partners and the General  Partners.  See  "Management's  Discussion and
Analysis of Financial Condition and Results of Operations."

      In 2001,  Registrant  had "net operating  revenues" of $280,965,  of which
$140,483 in the  aggregate  (or $0.17132 per PPI) was  distributed  on March 31,
2002 to the holders of PPI's and $140,482 was distributed to the Special Limited
Partners and the General Partners. See "Management's  Discussion and Analysis of
Financial Condition and Results of Operations."


                                       5
<PAGE>

      On July 18, 2001,  Registrant paid a special dividend of $5,200,000 to its
General  Partners and Special  Limited  Partners and holders of record as of the
close of business on July 6, 2001 of its PPIs from its available  cash, of which
$2,600,000  was paid to the General  Partners and Special  Limited  Partners and
$2,600,000 was paid to the holders of its PPIs.

      On December 21, 2001,  Registrant  declared a special dividend of $410,000
to its General  Partners and Special  Limited  Partners and holders of record of
its PPIs as of the close of business on December 31, 2001.  In  accordance  with
the Registrant's Partnership Agreement,  $205,000 was distributed to the General
Partners  and Special  Limited  Partners and  $205,000  was  distributed  to the
holders of its PPIs. Such distribution was paid on March 31, 2002, together with
the aforementioned 2001 net operating revenues.

      "Net operating revenues" is defined in Registrant's  Partnership Agreement
as follows:  for any year, (i) net taxable income of the  Registrant,  plus (ii)
depreciation and amortization  expenses allowable for income tax purposes during
such  year  (but  only  to  the  extent  of  mortgage  repayments),  (iii)  plus
amortization  of Bond issuance costs and Bond discount  (which is not applicable
after 1994),  (iv) plus  amortization  of financing  costs,  (v) less  principal
repayments  on mortgages  and (vi) less any gain or loss realized on the sale or
other  disposition  of  property.   In  recent  years,  cash   distributions  to
Registrant's  partners  have  generally  exceeded  the  amount  defined  as  net
operating revenues as a result of the distribution of net proceeds from the sale
of Registrants properties. See Item 7 below.

      Registrant does not anticipate  generating net operating  revenues in 2003
and does not anticipate  making future cash  dividends to its General  Partners,
Special  Limited  Partners  and  holders of its PPI's  until such time as it can
successfully conclude the sale of its remaining property.


                                       6
<PAGE>

Item 6. Selected Financial Data.

<TABLE>
<CAPTION>
                                     2002           2001           2000             1999           1998
                                     ----           ----           ----             ----           ----
<S>                               <C>            <C>           <C>             <C>             <C>
Income Statement Data
Gross revenues from
real estate                       $       --     $  143,887    $  5,969,098    $ 31,640,834    $ 43,454,081

Net Income transferred to
Partner's capital accounts        $  458,410     $  376,061    $153,829,678    $150,779,832    $112,747,733

Net operating revenues, as
defined                           $  450,538     $  280,965    $  3,908,231    $ 12,606,987    $  9,803,570

Net income per PPI:               $   0.2795     $   0.1713    $    65.3015    $    87.8823    $    60.4848

Balance Sheet Data

Total assets                      $3,733,978     $5,631,958    $ 12,959,799    $102,611,031    $ 49,762,234

Mortgages payable                 $       --     $       --    $         --    $  4,000,000    $ 23,847,488

Affiliate Loans                   $       --     $       --    $         --    $         --    $         --
</TABLE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

      Liquidity and Capital Resources

      As of December 31, 2001,  Registrant's remaining Property consisted of one
vacant commercial office building located in Newark, New Jersey, which was under
contract for sale,  subject to certain  closing  conditions.  In connection with
this  contract,   Registrant  received   non-refundable   deposits   aggregating
$1,500,000 from the  prospective  buyer in 2001. On January 20, 2002, due to the
inability of the buyer to satisfy the closing  conditions,  the contract expired
and Registrant retained the $1,500,000 deposits and resumed marketing activities
with respect to the Property.  Registrant will seek to consummate a sale of this
property during 2003,  after which the Registrant will initiate steps to wind up
its affairs, but there can be no assurance that such sale will be consummated.

      In addition,  Registrant is required to make certain cash distributions to
its partners  for each year (see Item 5).  Accordingly,  Registrant  has accrued
distributions  in the  amount  of  $450,538  in  respect  of 2002 net  operating
revenues, of which $225,269 will be paid to the Special Limited Partners and the
General  Partners,  and  $225,269  will be paid to the  holders of record of its
PPIs.


                                       7
<PAGE>

      Registrant  anticipates  satisfying its working capital  requirements  for
fiscal year 2003 generally through existing cash reserves. Registrant also seeks
to generate  additional  liquidity  through the  consummation of the sale of its
remaining property,  however,  there can be no assurances that such sale will be
consummated.

      Net cash  provided by (used in)  operating  activities  was  approximately
$(581,000)  in 2002,  as compared to $2.3  million in 2001.  Such  decrease  was
primarily  due to the receipt in 2001 of  non-refundable  deposits of $1,500,000
from a prospective purchaser of Registrant's 570 Broad Street property. Net cash
provided by investing  activities  was $0 in 2002, as compared to  approximately
$95,000 in 2001.  Such  decrease  was  attributable  to there  being no sales of
properties during 2002. Net cash used in financing  activities was approximately
$691,000 in 2002, as compared to $9.1 million in 2001.  Such decrease was due to
decreased distributions.

      Results of Operations

2002 Compared to 2001

      Gross Revenues from real estate for 2002 decreased  approximately $144,000
(100%) as compared to 2001, because Registrant's remaining property at 570 Broad
Street is vacant and generates no rental income,  whereas in 2001,  Registrant's
gross  revenue from real estate  resulted  from the final  settlement of certain
closing  adjustments and prorations  associated  with sales of properties  which
occurred in 2000.  Interest  and other  income in 2002  increased  approximately
$21,000  (approximately  1%). Interest income in 2002 decreased by approximately
$192,000  due to  lower  invested  cash  balances  during  2002 as well as lower
interest  rates.  With  respect  to other  income in 2001,  Registrant  received
approximately  $1,293,000  in real estate tax refunds  relating to the Marbridge
Building  and 261 Fifth  Avenue  Building  (which were sold in 2000),  and the 6
North  Michigan  Avenue,  360 North Michigan  Avenue and One LaSalle  properties
(which were sold in 1998),  while in 2002 Registrant  recognized other income of
$1,500,000 relating to its retention of non-refundable  deposits received from a
potential buyer of its 570 Broad Street  property,  due to the expiration of the
sales  contract  upon the buyer's  inability  to satisfy the  specified  closing
conditions.

      Total expenses decreased by approximately $301,000  (approximately 22%) as
a result of decreased  administrative expenses of approximately $417,000 related
principally to  professional  fees,  offset by increases in real estate taxes of
approximately  $50,000 and in other property expenses of approximately  $71,000.
Net income for 2002 increased approximately $82,000.

2001 Compared to 2000

      Gross  Revenues  from  real  estate  for  2001   decreased   approximately
$5,825,000  (approximately 98%) as compared to 2000, primarily due to the impact
of the sales of the 50% undivided  interest in the Marbridge  Building  (sold in
January of 2000), and the 245 Fifth Avenue and 261 Fifth Avenue properties (sold
in May of 2000),


                                       8
<PAGE>

representing all of Registrant's  remaining income producing  properties.  Total
expenses decreased by approximately  $2,311,000  (approximately 63%) as a result
of  the   aforementioned   property   sales.   Net  income  for  2001  decreased
approximately   $153,454,000  primarily  due  to  a  decrease  of  approximately
$150,405,000  in the gain on sale of real estate offset by a decline in property
operating income of approximately  $3,083,000 as a result of the  aforementioned
property sales.

      During 2001, gross revenue from real estate was generated primarily by the
final settlement of certain closing  adjustments and prorations  associated with
the sales of properties  which occurred during 2000.  During 2000,  Registrant's
rental income was generated by the  operations of its 50% undivided  interest in
the Marbridge Building and the 245 and 261 Fifth Avenue  properties,  which were
sold during 2000.

      Interest  and  other  income  in  2001  increased  approximately  $432,000
(approximately  37%)  primarily due to the receipt in 2001 of $1,293,000 in real
estate tax  refunds  relating to the  Marbridge  Building  and 261 Fifth  Avenue
Building (which were sold in 2000), and the 6 North Michigan  Avenue,  360 North
Michigan Avenue and One LaSalle properties (which were sold in 1998),  offset by
decreased interest income of approximately  $861,000 due to reduced  investments
in commercial  paper as a result of distributions in 2000 of the net proceeds of
sales of properties.

      For 2001,  Registrant incurred no interest expense due to the repayment in
2000 of Registrant's 50% share of the $8,000,000  mortgage loan on the Marbridge
Building in connection with the sale of Registrant's  50% undivided  interest in
such property.

      Registrant's  real  estate  tax  expense in 2001  decreased  approximately
$290,000  (approximately  53%), due to the sale of its 50% undivided interest in
the  Marbridge  Building  in January  2000 and the sale of the 261 and 245 Fifth
Avenue properties in May 2000.

      Management  fees  decreased   approximately   $110,000   (100%),   because
Registrant  had no income  producing  properties  during 2001,  and as a result,
incurred no management fees. In 2000, management fees were incurred with respect
to  Registrant's  50% undivided  interest in the Marbridge  Building,  245 Fifth
Avenue and 261 Fifth Avenue properties, all of which were sold in 2000.

      Payroll   and   related   expenses   decreased    approximately   $303,000
(approximately 70%), due to the sale of the aforementioned properties in 2000.

      Repairs and maintenance expenses decreased  approximately $239,000 (100%),
due to the sale of the aforementioned properties in 2000.

      Other property expenses decreased  approximately  $692,000  (approximately
84%), due to the sale of the aforementioned properties in 2000.


                                       9
<PAGE>

      Administrative  expenses increased  approximately $196,000  (approximately
31%),  primarily due to the payment in 2001 of a $250,000 settlement relating to
an escalation dispute with a former tenant.

      Depreciation and amortization  expenses decreased  approximately  $830,000
(100%), due to the sales of the aforementioned  properties in 2000. Registrant's
remaining property, a vacant office building, is classified as property held for
sale and depreciation is not recorded.

      Recent Accounting Pronouncements.

      In October 2001, the Financial Accounting Standards Board issued Statement
of Financial  Accounting  Standards No. 144,  Accounting  for the  Impairment or
Disposal of Long-Lived  Assets (FAS 144), which addresses  financial  accounting
and reporting for the impairment or disposal of long-lived assets and supersedes
SFAS No.  121,  Accounting  for the  Impairment  of  Long-Lived  Assets  and for
Long-Lived Assets to be Disposed Of, and the accounting and reporting provisions
of APB Opinion No. 30,  Reporting the Results of Operations  for a disposal of a
segment of a business.  FAS 144 is effective  for fiscal years  beginning  after
December 15, 2001, with earlier application encouraged.

      The Registrant adopted FAS 144 as of January 1, 2002, which did not have a
significant  impact  on  the  Registrant's  financial  position  or  results  of
operations.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

      At December 31, 2002,  Registrant had no interest bearing indebtedness and
accordingly  was not exposed to market risk with  respect to changes in interest
rates, and does not anticipate a need to seek additional borrowing.

Item 8. Financial Statements and Supplementary Data.

      The  response to this Item 8 is  submitted  in a separate  section of this
report.

Item 9. Changes in and Disagreements With Accountants on Accounting and
        Financial Disclosure.

      None.


                                       10
<PAGE>

                                    PART III

Item 10. General Partners of the Registrant.

      Registrant is a limited partnership formed in accordance with the New York
Revised  Limited  Partnership  Act.  It does not  have  directors  or  executive
officers.  The  information  set forth  below is  provided  with  respect to the
General  Partners of the Registrant,  who may be considered to occupy  positions
equivalent  to  directors or executive  officers.  There is no specific  term of
office for any General Partner of the Registrant. Each General Partner, with the
exception of ScogBell, has served in such capacity since December 4, 1969.

      The names, ages, and business experience during the past five years of the
General  Partners of the Registrant,  including their principal  occupations and
employment  during  that  period  and the name  and  principal  business  of any
corporation or other  organization in which such occupations and employment were
carried on, is as follows:

      Irving  Schneider - 82; Executive Vice President of  Helmsley-Spear,  Inc.
Mr.  Schneider  has been in the real estate  business for over 50 years and owns
and  operates,  individually  or  through  partnerships,  numerous  real  estate
investments.

      Minlyn,  Inc.  was  formed  in  1968.  All of its  stock  is  owned by Mr.
Schneider.

      Registrant  has been  advised  that  ScogBell  was created in June 1998 to
acquire, hold, finance and sell interests in Registrant.  Control of ScogBell is
vested exclusively with ScogBell AG Manager, Inc. and ScogBell SB Manager, Inc.,
as managers.

      ScogBell AG, Inc.  (formerly known as Helmsley-Noyes  Company,  Inc.), was
incorporated  in 1926 and it is a real estate  management  firm in New York City
which was acquired by ScogBell on June 10, 1998.

      Harry B. Helmsley was a General  Partner of Registrant  until his death on
January 4, 1997.  He was succeeded by H Associates on July 3, 1997. H Associates
acquired a nominal general partner interest from  Helmsley-Noyes  Corporation in
connection  with  its  admission  as a  General  Partner.  On June 10,  1998,  H
Associates  ceased to be a General  Partner of  Registrant  and was  replaced by
ScogBell  as a  General  Partner  pursuant  to a sale of its  entire  beneficial
ownership position. See Item 1, "Business."


                                       11
<PAGE>

Item 11. Executive Compensation.

      Registrant is a limited partnership. It does not have officers,  executive
officers or directors.  The information set forth below is provided with respect
to the General Partners and the Special Limited Partners of the Registrant,  who
may  be  considered  to act in  capacities  similar  to  directors,  or  perform
policy-making  functions  similar to those of executive  officers or officers in
charge of a principal business unit, division or function.

      Paragraph  11A(3)  of  the  Partnership  Agreement  provides  for  certain
guaranteed  payments to be made to the  General  Partners  and  Special  Limited
Partners of Registrant  equal to 8-3/4% per annum of their  "Remaining  Original
Cash Contribution." The Remaining Original Cash Contribution is $1,500,000, less
the cumulative  amounts  distributed to the General Partners and Special Limited
Partners  from  time to time in  respect  of the net  proceeds  from the sale of
Registrant's  properties.  The Remaining Original Cash Contributions at December
31, 2002 was $1,160,000.  For the year ended December 31, 2002,  Registrant paid
or  accrued,  pursuant  to such  paragraph  11A(3),  guaranteed  payments to the
General Partners and Special Limited Partners in an aggregate amount of $101,500
follows:  Irving  Schneider  - $33,732,  ScogBell - $67,576,  ScogBell  AG, Inc.
(formerly known as Helmsley-Noyes Company, Inc.) - $91 and Minlyn, Inc. - $101.

      Under the terms of the Partnership  Agreement,  since January 1, 1973, the
General  Partners are entitled to receive an annual payment equal to 1/2% of the
gross revenue from real estate of the Registrant. During the year ended December
31,  2002,  no payment was  required as  Registrant  did not  generate any gross
revenue from real estate during 2002. Mr. Schneider and ScogBell are entitled to
receive  distributions  of net  operating  revenues in each of their  respective
capacities as General Partners and Special Limited Partners. See "Item 5" above.

      The Registrant does not provide any  compensation to the General  Partners
or the other persons in the form of option or stock  appreciation  right grants,
long-term  incentive  plans,  or a  defined  benefit  or  actuarial  plans.  The
Registrant has no standard  arrangements for payment of fees to General Partners
(other than for their  interest as General  Partners,  as described  above),  or
employment contracts or change-of-control agreements.


                                       12
<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and Management.

      (a)  Registrant is a limited  partnership.  Except to the extent set forth
below, it does not have voting securities.  The right to control the business of
Registrant  is  vested  in the  General  Partners  of  Registrant  by  virtue of
provisions  of the  Partnership  Agreement  and the  New  York  Revised  Limited
Partnership Act.

      The Partnership  Agreement  provides for modification or amendments of the
Partnership  Agreement  upon  obtaining  the  consents or  affirmative  votes of
specified  percentages of the Special Limited Partners and the Limited Partners,
each  voting as a class.  The sole  limited  partner  votes as  directed  by the
holders of PPIs.

      To the extent that the Special Limited Partnership  Interests and PPIs are
considered  voting  securities,  the  following  information  is  provided as to
holders of 5% or more of each such class at December 31, 2002:

<TABLE>
<CAPTION>
                                                                     Amount and
                               Name and Address of                     Nature of             Percent
Title of Class                 Beneficial Owner                  Beneficial Ownership        of Class
--------------                 -------------------               --------------------        --------
<S>                            <C>                                      <C>                   <C>
Special Limited                ScogBell                                 Direct                66.66%
Partnership Interest           660 Madison Ave.
                               New York, NY  10021

                               Irving Schneider                         Direct                33.34%
                               880 Fifth Avenue
                               New York, NY

Converted Special Limited      ScogBell                                 Direct               100.00%
Partner Interest               660 Madison Ave.
                               New York, NY  10021

PPIs                           ScogBell                                 310,927(1)            37.92%
                               660 Madison Ave.
                               New York, NY  10021

                               Long Island Jewish Medical Center        90,095                10.99%
                               270-05 76th Avenue                       Direct
                               New Hyde Park, NY 11040
</TABLE>

----------
(1)   Includes PPIs purchased from the following: 258,877 PPIs owned directly by
      Leona M. Helmsley;  also 4,000 PPIs held by Helmsley-Noyes  Company,  Inc.
      (0.5%),  a company owned by Helmsley  Enterprises,  Inc., which in turn is
      wholly-owned  by the Harry B. Helmsley  Revocable  Trust,  under agreement
      dated December 13, 1989;  13,000 PPIs held by HBH Holdings  Corp.  (1.6%),
      6,500 PPIs held by Park Lane  Hotel,  Inc.  (0.8%) and 28,550  PPIs in the
      over-the-counter market.


                                       13
<PAGE>

      (b)  Registrant  is a limited  partnership  and, as such,  its affairs are
managed by its General  Partners.  The following table sets forth the amount and
nature  of the  beneficial  ownership  at  December  31,  2002 of each  class of
partnership interests by its General Partners individually and as a group:

<TABLE>
<CAPTION>
                                                         Amount and
                                                         Nature of
                              Name and Address of        Beneficial          Percent of
Title of Class                Beneficial Owner           Ownership             Class
--------------                -------------------        -----------         ----------
<S>                           <C>                        <C>                  <C>
General Partnership           Irving Schneider           Direct(1)              90.91%
Interests                     880 Fifth Avenue
                              New York, NY

                              ScogBell                   Indirect                9.09%
                              660 Madison Ave.
                              New York, NY  10021

                              As a group                                       100.00%

Special Limited               ScogBell                   Direct(2)              66.66%
Partnership Interests         660 Madison Ave.
                              New York, NY  10021

                              Irving Schneider           Direct(2)              33.34%
                              880 Fifth Avenue
                              New York, NY

                              As a group                                       100.00%

Converted Special Limited     ScogBell                   Direct(2)             100.00%
Partner Interest              660 Madison Ave.
                              New York, NY  10021


Participation Interests       ScogBell                   310,927                37.92%
                              660 Madison Ave.
                              New York, NY  10021        Direct(3)
</TABLE>

----------
(1)   Mr. Irving Schneider owns  approximately 90% of such interest directly and
      10% indirectly through his ownership of Minlyn, Inc.; 60 East 42nd Street,
      New York, New York, which is also a General Partner of Registrant.

(2)   The Special Limited Partnership Interests have the rights set forth in the
      Partnership  Agreement and are not securities  issued by  Registrant.  The
      Converted  Special  L.P.  Interest  represents  the  economic  interest in
      Registrant  formerly  owned by  Harry B.  Helmsley  in his  capacity  as a
      General Partner. See "Business."

(3)   Includes PPIs purchased from the following: 258,877 PPIs owned directly by
      Leona M. Helmsley;  also 4,000 PPIs held by Helmsley-Noyes  Company,  Inc.
      (0.5%),  a company owned by Helmsley  Enterprises,  Inc., which in turn is
      wholly-owned  by the Harry B. Helmsley  Revocable  Trust,  under agreement
      dated December 13, 1989;  13,000 PPIs held by HBH Holdings  Corp.  (1.6%),
      6,500 PPIs held by Park Lane  Hotel,  Inc.  (0.8%) and 28,550  PPIs in the
      over-the-counter market.


                                       14
<PAGE>

Item 13. Certain Relationships and Related Transactions.

      (a) Transactions with Management and Others.

      None.

      (b) Certain Business Relationships.

      As set forth in Item 11 above,  during the year ended  December  31, 2002,
Registrant  paid  certain  fees and certain  guaranteed  payments to each of its
corporate General Partners,  ScogBell AG, Inc. (formerly known as Helmsley-Noyes
Company, Inc.) and Minlyn, Inc., pursuant to the Partnership Agreement. See Item
10 hereof as to the ownership of said corporations.

      (c) Indebtedness of Management.

      None.

Item 14. Controls and Procedures.

      Within the 90-day period preceding the date of this report,  an evaluation
of the effectiveness of the design and operation of the Registrant's  disclosure
controls  and  procedures  was  carried out under the  supervision  and with the
participation  of the  Registrant's  management,  including the Chief  Executive
Officer and the Chief Financial  Officer (the "Certifying  Officers").  Based on
that  evaluation,  the  Certifying  Officers  concluded  that  the  Registrant's
disclosure  controls and  procedures  are effective to bring to the attention of
the  Registrant's  management  the relevant  information  necessary to permit an
assessment of the need to disclose material developments and risks pertaining to
the  Registrant's  business in its  periodic  filings  with the  Securities  and
Exchange Commission.  There have been no significant changes to the Registrant's
internal  controls or in other  factors  that could  significantly  affect these
controls subsequent to the date of the evaluation.


                                       15
<PAGE>

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

      (a) 1. The  response to this portion of Item 15 is submitted as a separate
section of this report.

      2. The  response  to this  portion of Item 15 is  submitted  as a Separate
Section of this report.

      3. Exhibits. Subject to Rule 12b-32 of the Securities Exchange Act of 1934
regarding  incorporation  by reference,  listed below are the exhibits which are
filed as part of this report and are hereby incorporated by reference (according
to the numbers assigned to them in Item 601 of Regulation S-K):

            3(i)  Registrant's Limited Partnership Agreement dated as of May 15,
                  1969,  as amended on October 2, 1969,  October 31,  1969,  and
                  December  3,  1969 is  hereby  incorporated  by  reference  to
                  Exhibits 3.1, 3.2, 3.3 and 3.4 to  Registration  Statement No.
                  2-33132 which was declared effective by the SEC on December 4,
                  1969.

            3(ii) Amendment to Agreement of Limited Partnership, dated as of May
                  30, 1997.

            10.1  Management    Agreement    dated   May   20,   1969    between
                  Helmsley-Spear,  Inc. and Registrant is hereby incorporated by
                  reference  to  Exhibit  12.1  to  Registration  Statement  No.
                  2-33132. The leasing commissions and management fees currently
                  being charged to the Registrant are consistent  with the rates
                  generally  charged  in the  areas  where  the  properties  are
                  located.

            99.1  Section 906  Sarbanes-Oxley  Act of 2002  certification of Mr.
                  Irving  Schneider as General and Special  Limited  Partner and
                  Chief Executive Officer

            99.2  Section 906  Sarbanes-Oxley  Act of 2002  certification of Mr.
                  Robert Hecht as Chief Financial Officer

      (b)   Reports on Form 8-K filed during the period covered by this Report:

            No reports on Form 8-K have been filed during the period  covered by
            this report.

      (c)   None.

      (d)   None.


                                       16
<PAGE>

                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned;  thereunto duly authorized,  in the City of New York,
State of New York, on March 24, 2003.

                                        INVESTMENT PROPERTIES ASSOCIATES

                                        By: /s/ Irving Schneider
                                            --------------------------------
                                            Irving Schneider
                                            General and Special Limited Partner
                                            Chief Executive Officer

                                        By: /s/ Robert Hecht
                                            --------------------------------
                                            Robert Hecht
                                            Chief Financial Officer

      Pursuant to the  requirements  of the Securities  Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
Registrant and in the capacities indicated on March 24, 2003.

             Signature                                 Title
             ---------                                 -----

/s/ Irving Schneider                      General Partner, Principal Executive,
--------------------------------------    Chief Executive Office, and Financial
Irving Schneider                          and Accounting Officer

/s/ Robert Hecht                          Chief Financial Officer
--------------------------------------
Robert Hecht

MINLYN, INC.                              General Partner

By: /s/ Irving Schneider
    ----------------------------------
    Irving Schneider
    President

SCOGBELL AG, INC.                         General Partner

By: /s/ Craig Effron
    ----------------------------------
    Craig Effron
    President

SCOGBELL ACQUISITION, L.L.C.              General Partner

By: /s/ Craig Effron
    ----------------------------------
    Craig Effron
    President
    ScogBell AG Manager, Inc., Manager


                                       17
<PAGE>

                                 Certifications

I, Irving Schneider, certify that:

1.    I have reviewed  this annual report on Form 10-K of Investment  Properties
      Associates;

2.    Based on my  knowledge,  this  annual  report  does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the  circumstances  under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information included in this annual report, fairly present in all material
      respects the financial condition,  results of operations and cash flows of
      the  registrant  as of, and for,  the  periods  presented  in this  annual
      report;

4.    The  registrant's  other  certifying  officers and I are  responsible  for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

      a)    designed  such  disclosure  controls and  procedures  to ensure that
            material  information  relating  to the  registrant,  including  its
            consolidated  subsidiaries,  is made  known to us by  others  within
            those entities,  particularly during the period in which this annual
            report is being prepared;

      b)    evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures as of a date within 90 days prior to the filing date
            of this annual report (the "Evaluation Date"); and

      c)    presented  in  this  annual   report  our   conclusions   about  the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed,  based on
      our most recent  evaluation,  to the  registrant's  auditors and the audit
      committee of  registrant's  board of directors (or persons  performing the
      equivalent function):

      a)    all significant  deficiencies in the design or operation of internal
            controls which could adversely  affect the  registrant's  ability to
            record,  process,  summarize  and  report  financial  data  and have
            identified for the registrant's  auditors any material weaknesses in
            internal controls; and

      b)    any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal controls; and

6.    The registrant's  other  certifying  officers and I have indicated in this
      annual report  whether or not there were  significant  changes in internal
      controls or in other  factors  that could  significantly  affect  internal
      controls  subsequent to the date of our most recent evaluation,  including
      any  corrective  actions  with  regard  to  significant  deficiencies  and
      material weaknesses.

Date: March 24, 2003

                                         /s/ Irving Schneider
                                         -----------------------------------
                                         Irving Schneider
                                         General and Special Limited Partner and
                                         Chief Executive Officer


                                       18
<PAGE>

I, Robert Hecht, certify that:

1.    I have reviewed  this annual report on Form 10-K of Investment  Properties
      Associates;

2.    Based on my  knowledge,  this  annual  report  does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the  circumstances  under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information included in this annual report, fairly present in all material
      respects the financial condition,  results of operations and cash flows of
      the  registrant  as of, and for,  the  periods  presented  in this  annual
      report;

4.    The  registrant's  other  certifying  officers and I are  responsible  for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

      a)    designed  such  disclosure  controls and  procedures  to ensure that
            material  information  relating  to the  registrant,  including  its
            consolidated  subsidiaries,  is made  known to us by  others  within
            those entities,  particularly during the period in which this annual
            report is being prepared;

      b)    evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures as of a date within 90 days prior to the filing date
            of this annual report (the "Evaluation Date"); and

      c)    presented  in  this  annual   report  our   conclusions   about  the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed,  based on
      our most recent  evaluation,  to the  registrant's  auditors and the audit
      committee of  registrant's  board of directors (or persons  performing the
      equivalent function):

      a)    all significant  deficiencies in the design or operation of internal
            controls which could adversely  affect the  registrant's  ability to
            record,  process,  summarize  and  report  financial  data  and have
            identified for the registrant's  auditors any material weaknesses in
            internal controls; and

      b)    any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal controls; and

6.    The registrant's  other  certifying  officers and I have indicated in this
      annual report  whether or not there were  significant  changes in internal
      controls or in other  factors  that could  significantly  affect  internal
      controls  subsequent to the date of our most recent evaluation,  including
      any  corrective  actions  with  regard  to  significant  deficiencies  and
      material weaknesses.

Date: March 24, 2003

                                         /s/ Robert Hecht
                                         -----------------------------------
                                         Robert Hecht
                                         Chief Financial Officer


                                       19