<PAGE>


                                   FORM 10-Q/A

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549


                               Amendment No. 1 to
    (X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
                             Exchange Act of 1934


               For the quarterly period ended September 30, 2001

                                      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
                                   333-77229

                                 T REIT, Inc.
                                  ----------
            (Exact name of registrant as specified in its charter)




               Virginia                               52-2140299
               --------                               ----------
      (State or other jurisdiction of     (I.R.S. Employer Identification No.)
      incorporation or organization)

      1551 N. Tustin Avenue, Suite 650               (877) 888-7348
      --------------------------------               --------------
         Santa Ana, California 92705           (Registrant's telephone number,
      --------------------------------               including area code)
   (Address of principal executive offices)


                                      N/A
                                     ----
                                 (Former name)


Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Sections 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 [_] No [ X ]

 As of October 31, 2001, there were 1,991,830 shares of common stock of T REIT,
                               Inc. outstanding.

This Amendment No. 1 to the Form 10-Q dated September 30, 2001 is filed solely
to include information regarding related party transactions that should have
been included in Item 5 under the "Notes to Condensed Consolidated Financial
Statements" and under Part II, Item 5 "Other Information."

T REIT, INC.
(A Virginia corporation)


<PAGE>

                                 T REIT, Inc.

                                   Form 10-Q
                   For the quarter ended September 30, 2001

                                     INDEX

<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                                                                                                        <C>
Part I    Financial Information
     Item 1. Financial Statements.........................................................................   3
        Condensed Consolidated Balance Sheets as of September 30, 2001 (unaudited) and
          December 31, 2000...............................................................................   4
        Condensed Consolidated Statements of Operations (unaudited) for the three
          and nine month Periods ended September 30, 2001 and 2000........................................   5
        Condensed Consolidated Statement of Shareholders' Equity for the
          nine months ended September 30, 2001 (unaudited)................................................   6
        Condensed Consolidated Statements of Cash Flows (unaudited) for the nine month
          Periods ended September 30, 2001 and 2000.......................................................   7
        Notes to Condensed Consolidated Financial Statements..............................................   8
     Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations.............................................................................   13
     Item 3. Qualitative and Quantitative Disclosure about Market Risks...................................   19
Part II      Other Information
     Item 1. Legal Proceedings ...........................................................................   20
     Item 2. Changes in Securities and Use of Proceeds....................................................   20
     Item 3. Defaults upon Senior Securities..............................................................   20
     Item 4. Submission of Matters to a Vote of Security Holders..........................................   20
     Item 5. Other Information............................................................................   20
     Item 6. Exhibits and Reports on Form 8-K.............................................................   20
     Signatures...........................................................................................   21
</TABLE>

                                       2

<PAGE>

Part I - Financial Information

Item 1.  Financial Statements.

The September 30, 2001 and 2000 Condensed Consolidated Financial Statements of
the Company required to be filed with this Form 10-Q Quarterly Report were
prepared by management without audit and commence on the following page,
together with the related Notes. In the opinion of management, these Condensed
Consolidated Financial Statements present fairly the financial condition of the
Company, but should be read in conjunction with the Consolidated Financial
Statements of the Company for the year ended December 31, 2000 previously filed
with the Securities and Exchange Commission.

                                       3

<PAGE>

                         T REIT, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                           September 30, 2001        December 31,
                                                              (Unaudited)                2000
                                                              ------------           ------------
                     ASSETS
<S>                                                           <C>                    <C>
Real estate operating properties, net                         $ 38,453,026           $ 19,735,819
Cash and cash equivalents                                        2,499,866                248,077
Restricted cash                                                         --                211,000
Real estate deposits                                               358,000                323,240
Accounts receivable                                                311,834                103,469
Other assets, net                                                  227,353                     --
Notes receivable from related party                              1,380,000                950,000
                                                              ------------           ------------
                                                              $ 43,230,079           $ 21,571,605
                                                              ============           ============

                           LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable and accrued expenses                         $  1,116,904           $  1,093,228
Security deposits and deferred revenue                             126,945                 95,393
Common stock subscription deposit                                       --                211,000
Notes payable                                                   27,408,741             15,078,808
                                                              ------------           ------------
                                                                28,652,590             16,478,429

Shareholders' equity:
  Common stock, $.01 par value; 10,000,000
   shares authorized; 1,849,131 and 664,271
   shares issued and outstanding at September 30,
   2001 and December 31, 2000, respectively                         18,491                  6,643
  Additional paid-in capital, net of
   offering costs                                               14,924,064              5,187,315
  Accumulated deficit                                             (365,066)              (100,782)
                                                              ------------           ------------
                                                                14,577,489              5,093,176
                                                              ------------           ------------
                                                              $ 43,230,079           $ 21,571,605
                                                              ============           ============
</TABLE>

             The accompanying notes are an integral part of these
                 condensed consolidated financial statements.

                                       4

<PAGE>

                         T REIT, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                Nine Months Ended               Three Months Ended
                                                   September 30,                   September 30,
                                            --------------------------       -------------------------
                                                2001            2000              2001          2000
<S>                                         <C>           <C>                <C>           <C>
Revenues
 Rental Income                              $  2,845,862  $      3,333       $  1,167,245  $     3,333
 Interest Income                                 141,520        16,914             49,594       11,251
                                            ------------  ------------       ------------  -----------
                                               2,987,382        20,247          1,216,839       14,584
                                            ------------  ------------       ------------  -----------

Expenses
 Rental expenses                                 982,084            --            417,462           --
 General and administrative                      458,664         8,100            313,682        7,000
 Organizational                                       --        29,888                 --           --
 Depreciation and amortization                   456,019            --            207,867           --
 Interest                                      1,369,564        22,874            524,409       19,704
                                            ------------  ------------       ------------  -----------
                                               3,266,331        60,862          1,463,420       26,704
Equity in earnings of unconsolidated real
 estate                                           14,665            --             14,665           --
                                            ------------  ------------       ------------  -----------
Net loss                                    $   (264,284) $    (40,615)      $   (231,916) $   (12,120)
                                            ============  ============       ============  ===========
Basic and diluted
loss per common share                       $      (0.23) $      (0.40)      $      (0.15) $     (0.05)
                                            ============  ============       ============  ===========

Weighted average number of
common shares outstanding,
basic and diluted                              1,155,072        99,172          1,598,058      230,202
                                            ============  ============       ============  ===========

Dividends declared per
common share                                $       0.61  $       0.30       $       0.21  $      0.13
                                            ============  ============       ============  ===========
</TABLE>

             The accompanying notes are an integral part of these
                 condensed consolidated financial statements.

                                       5

<PAGE>

                         T REIT, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                  For the Nine Months Ended September 30, 2001
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                               Additional
                                   Number of                     Paid-in        Accumulated
                                    shares       Par Value       Capital          Deficit         Total
                                  -----------   -----------    -----------      ----------     ----------
<S>                               <C>           <C>            <C>              <C>           <C>
BALANCE - December 31, 2000           664,271   $     6,643    $ 5,187,315      $ (100,782)   $  5,093,176
Issuance of common stock, net       1,184,860        11,848     10,446,733              --      10,458,581
Distributions                              --            --       (709,984)             --        (709,984)
Net loss                                   --            --             --        (264,284)       (264,284)
                                  -----------   -----------    -----------      ----------    ------------
BALANCE - September 30, 2001        1,849,131   $    18,491    $14,924,064      $ (365,066)   $ 14,577,489
                                  ===========   ===========    ===========      ==========    ============
</TABLE>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

                                       6

<PAGE>

                         T REIT, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                               Nine Months        Nine Months
                                                                                  Ended             Ended
                                                                                 Sept 30,          Sept 30,
                                                                                   2001              2000
                                                                               ------------      -------------
<S>                                                                           <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                      $    (264,284)     $     (40,615)
Adjustments to reconcile net loss
 to net cash provided by (used in) operating
 activities
     Equity in earnings of unconsolidated real estate                               (14,665)                --
     Depreciation and amortization                                                  456,019                100
     Change in operating assets and liabilities:
       Accounts receivable                                                         (208,365)                --
       Other assets                                                                (227,353)                --
       Accounts payable and accrued expenses                                         23,676            142,682
       Security deposits and deferred revenue                                        31,552                 --
                                                                               ------------      -------------
Net cash provided by (used in) operating activities                                (203,420)           102,167

CASH FLOWS FROM INVESTING ACTIVITIES
      Purchase of real estate properties                                         (4,907,864)        (1,251,928)
      Issuance of notes receivable from
      related parties                                                              (430,000)                --
      Real estate deposits                                                          (34,760)          (267,017)
      Investment in unconsolidated real estate                                   (1,816,079)
                                                                               ------------      -------------

Net cash used in investing activities                                            (7,188,703)        (1,518,945)

CASH FLOWS FROM FINANCING ACTIVITIES
      Proceeds from issuance of common stock, net                                10,458,581                 --
      Principal payments on notes payable                                        (1,604,685)         3,010,152
      Distributions to shareholders                                                (709,984)           (29,666)
      Proceeds from issuance of notes payable                                     1,500,000            750,000
                                                                              -------------      -------------
Net cash provided by financing activities                                         9,643,912          3,730,486
                                                                              -------------      -------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                         2,251,789          2,313,708

CASH AND CASH EQUIVALENTS - beginning of period                                     248,077                100
                                                                              -------------      -------------

CASH AND CASH EQUIVALENTS - end of period                                     $   2,499,866      $   2,313,808
                                                                              =============      =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for:
  Interest                                                                    $   1,078,126      $          --
                                                                              =============      =============
  Income taxes                                                                $      32,718      $          --
                                                                              =============      =============
NON-CASH INVESTING AND FINANCING ACTIVITIES:

Purchase of real estate properties with debt                                  $  12,434,618      $          --
                                                                              =============      =============
</TABLE>

             The accompanying notes are an integral part of these
                 condensed consolidated financial statements.

                                       7

<PAGE>

                         T REIT, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2001 AND 2000

1.  ORGANIZATION

T REIT, Inc. was formed in December 1998 in the Commonwealth of Virginia and
operates as a real estate investment trust ("REIT") under the Internal Revenue
Code of 1986, as amended. T REIT, Inc. and its wholly owned subsidiaries, T
REIT, L.P., T REIT-PDR, L.L.C., T REIT-Seguin, L.L.C., T REIT-Pahrump, L.L.C.
and T REIT-Reno Trademark, L.L.C. (the "Company") is in the business of
acquiring existing office, industrial, retail and service properties located in
several states. As of September 30, 2001, the Company has acquired four
properties and three tenancy-in-common interests (see Notes 3 and 4). The
Company acquires properties through its wholly owned subsidiaries.

The Company is externally advised by Triple Net Properties, L.L.C. (the
"Advisor"), which is primarily responsible for managing the day-to-day
operations and assets of the Company. The Advisory Agreement between the Company
and the Advisor, amended effective February 22, 2001 for a one-year term, is
subject to successive renewals (see Note 8).

Pursuant to a registration statement on Form S-11 (the "Registration Statement")
under the Securities Act of 1933, as amended, the Company is offering for sale
up to 10,000,000 shares of its common stock (the "Shares", and collectively the
"Offering") at a price of $10 per Share. The Registration Statement was declared
effective on February 22, 2000. The Offering will terminate on the earlier of
February 22, 2002 or the date on which the maximum number of shares have been
sold. In the event that the maximum number of shares have not been sold, the
Company may, at its discretion, seek to extend the Offering period.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue in its present form. As of December 31, 1999, the
Company operated as a development stage enterprise. In September 2000, the
Company completed its first property acquisition and thus commenced its planned
principal operations. As of September 30, 2001, the Company has not generated
sufficient cash flow to support its operations, has an accumulated deficit of
approximately $(365,000), does not have a cash reserve dedicated to fund capital
expenditures, and historically has been supported by Offering proceeds. As such,
all dividends distributed through September 30, 2001 are effectively a return of
capital to the investors because the Company has not generated any profits to
support such dividends. Effective April 1, 2001, the Company increased its
annual dividend rate from 8% to 8.25%, and has committed to paying monthly
dividends at an annual rate of 8.25% to the extent of lawfully available funds.

The Company has debt associated with property acquisitions in the amount of
approximately $14.2 million becoming due and payable in 2001. As of September
30, 2001, the notes payable relating to the Northstar and Thousand Oaks
properties in the amount of $2,695,000 and $10,837,500, respectively, matured in
July and June of 2001, respectively, and have not been paid. The Company is
currently negotiating with the lender to extend the notes. As of September 30,
2001, the two parties have not reached a formal agreement as to the terms of the
extension; however, the lender has not declared the notes to be in default. In
the opinion of management, the Company will be successful in refinancing into
long-term mortgages all property debt maturing during 2001. Management believes
that, inclusive of proposed future acquisitions, the Company will generate
sufficient cash flow in the future to fund operations and any declared
dividends. Management also believes that, to the extent (if any) that the
Company is not successful in generating sufficient cash flow to meet its
operating requirements, the Company can secure a line of credit to finance any
cash flow deficits. Accordingly, the Company's continuation in its present form
is dependent upon the ability to generate positive cash flow from operations and
secure permanent financing on its real estate properties. In the event that
management's plans are not achieved, the Company's financial condition could be
adversely affected to a material extent.

During October 2001, the Company received approximately $1,380,000 of additional
gross Offering proceeds.

                                       8

<PAGE>

                         T REIT, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2001 AND 2000

2.  INTERIM FINANCIAL STATEMENTS

The accompanying condensed consolidated financial statements include the
accounts of T REIT, Inc. and its wholly owned subsidiaries T REIT, L.P., T REIT-
PDR, L.L.C, T REIT-Seguin, L.L.C, T REIT-Pahrump, L.L.C. and T REIT-Reno
Trademark, L.L.C.; all material intercompany account balances have been
eliminated in consolidation. The information furnished has been prepared by the
Company's management in accordance with accounting principles generally accepted
in the United States ("GAAP") for interim financial reporting, the instructions
to Form 10-Q, and Rule 10-01 of Regulation S-X. Accordingly, certain information
and disclosures normally included in financial statements prepared in accordance
with GAAP have been condensed or omitted. In the opinion of management, all
adjustments considered necessary for the fair presentation of the Company's
consolidated financial position, results of operations and cash flows have been
included and are only of a normal recurring nature. The consolidated results of
operations for the quarter and the nine months ended September 30, 2001 are not
necessarily indicative of the results of operations for the year ending December
31, 2001.

These financial statements should be read in conjunction with the Company's
Registration Statement and its audited December 31, 2000 consolidated financial
statements included in Form 10-K.

3.  REAL ESTATE OPERATING PROPERTIES

The Company's real estate operating properties at September 30, 2001 consist of
the following:

<TABLE>
<CAPTION>
                                                                Buildings and
                                              Land               Improvements           Total
                                        ---------------         --------------     --------------
<S>                                     <C>                     <C>                <C>
Christie Street, TX                     $       125,193         $    1,129,944     $    1,255,137
Northstar, TX                                   982,768              3,076,437          4,059,205
Plaza Del Rey, TX                               209,783                599,403            809,186
Seguin Corners, TX                              160,855                472,714            633,569
Thousand Oaks, TX                             3,285,138              9,875,229         13,160,367
Pahrump Valley, NV                            4,287,500             12,911,190         17,198,690
Investment in unconsolidated real
 estate (See Note 4)                                 --                     --          1,830,745
----------                              ---------------         --------------     --------------
                                              9,051,237             28,064,917         38,946,899
Accumulated depreciation
 and amortization                                    --               (493,873)          (493,873)
                                        ---------------         --------------     --------------
                                        $     9,051,237         $   27,571,044     $   38,453,026
                                        ===============         ==============     ==============
</TABLE>

                                       9

<PAGE>

                         T REIT, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2001 AND 2000


4.   INVESTMENT IN UNCONSOLIDATED REAL ESTATE

     Investment in unconsolidated real estate is related to the acquisition of
     a 40% undivided tenancy in common interest in the Trademark Building (the
     "Trademark Building") by T REIT - Reno Trademark, L.L.C. ("Reno
     Trademark"), a wholly owned subsidiary. The property is located in Reno,
     Nevada and contains 75,257 rentable square feet. The Company uses the
     equity method of accounting to account for the acquisition and the
     operations of the Trademark Building. The total purchase price allocated to
     Reno Trademark was approximately $2,852,000, which consists of cash and a
     note payable in the amounts of approximately $1,772,000 and $1,080,000,
     respectively. The remaining 60% of the Trademark Building was purchased by
     NNN Reno Trademark, L.L.C., an affiliate of the Advisor. The seller is not
     affiliated with the Company or the Advisor and the building was 100%
     occupied at September 30, 2001. Memec, Inc., a subsidiary of Schroder
     Ventures, a European investment group, is the only tenant yielding the
     Company an annual rental income of approximately $748,000.

     Condensed (unaudited) historical cost financial information for the
     Trademark Building as of and for the twenty six day period ended September
     30, 2001 is as follows:

                                                                  Trademark
                                                Trademark         Building
                                                Building           at 40%
                                              ------------      ------------
                     Assets                   $  7,290,528      $  2,916,211
                                              ============      ============

                     Liabilities                 2,713,670         1,085,466
                     Equity                      4,576,858         1,830,745
                                              ------------      ------------
                                              $  7,290,528      $  2,916,211
                                              ============      ============

                     Revenues                 $     69,873      $     27,949
                     Expenses                       33,213            13,285
                                              ------------      ------------
                     Net Income               $     36,660      $     14,664
                                              ============      ============

                                 10

<PAGE>

                         T REIT, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2001 AND 2000

5. RELATED PARTY TRANSACTIONS

In December 2000, the Company advanced $900,000 to W REIT, L.P. ("W REIT"), an
affiliated entity, supported by a note receivable secured by a first mortgage
with interest at 12% and maturity in June 2001. W REIT used the proceeds to
retire debt on the real estate property serving as collateral for the note. In
addition, the Company advanced $430,000 to W REIT in March 2001, subject to the
same terms and conditions as the previous note. W REIT is in the process of
refinancing such property and management believes such refinancing will result
in the Company being paid in full. During 2000, the Company also advanced
$50,000 to W REIT with interest at 12% and maturity in June 2001. The original
notes and the $50,000 advance matured in June 2001 and have been extended
through December 31, 2001.

Anthony W. Thompson, the CEO of the Company, is (1) a director of W REIT and (2)
the president of and beneficially owns approximately 25% equity interest in W
REIT's advisor. The Company's officers are also officers of W REIT.
Collectively, the Company's directors and officers own approximately 2% of W
REIT. In addition, the Company's Advisor is the general partner of W REIT's
operating partnership subsidiary.

On September 27, 2001, the Company entered into an agreement to participate as a
co-borrower on a $500,000 loan and pledged its wholly owned shopping center in
Pahrump, Nevada as collateral, evidenced by an unrecorded second deed of trust.
The other co-borrowers included our advisor, NNN LV 1900 Aerojet Way LLC, an
affiliate of our advisor, and Anthony W. Thompson. All of the borrowers were
jointly and severally liable on the loan. The terms of the loan require the
borrowers to pay a $15,000 commitment fee (deducted from the loan proceeds) and
$97,500 a month through the maturity date of April 1, 2002, for a total
repayment of $600,000. The proceeds of the loan were used to finance a property
acquisition by a subsidiary of our advisor, and resulted in acquisition fees of
$150,000 paid to our advisor. All costs of the loan and the principal repayments
were made by our advisor and the loan was repaid in full on February 7, 2002.

We have purchased certain tenant in common interests in properties where the
other tenants in common were participating in a tax-free exchange arranged by
our advisor. Such transactions earn our advisor or its affiliate commissions on
the tax-free exchanges, and may impact the extent to which we participate in
such acquisition.

6. NOTES PAYABLE

In connection with the acquisition of the Trademark Building, Reno Trademark and
NNN Reno Trademark, L.L.C. entered into a note payable on the entire property
for approximately $2,700,000 and is payable to a financial institution and
secured by a deed of trust with a variable monthly interest rate equal to the
sum of (A) the Index Rate of the 30-Day LIBOR; and (B) the "Spread". The Spread
means (i) 2.45% during the first six months of the term; and (ii) 2.70% during
the second six months of the term and maturing in September 2002. Reno
Trademark, which was formed for the sole purpose of acquiring the Trademark
Building, is proportionately liable for approximately $1,080,000 of the debt,
however, Reno Trademark is jointly and severally liable for the entire loan of
$2,700,000, along with NNN Reno Trademark, L.L.C.

As of September 30, 2001, the notes payable relating to the Northstar and
Thousand Oaks properties in the amounts of $2,695,000 and $10,837,500,
respectively, matured in July and June of 2001, respectively, and have not been
paid. The Company is currently negotiating with the lender to extend the notes.
As of September 30, 2001, the two parties have not reached a formal agreement as
to the terms of the extension; however, the lender has not declared the notes to
be in default.

Variable-rate debt secured by the Company's properties bears interest at rates
ranging from 5.1% to 7.5% as of September 30, 2001 and averaged approximately
6.7% during the quarter then ended.

On September 27, 2001, the Company entered into an agreement to participate
as a co-borrower on a $500,000 loan and pledged its wholly owned shopping center
in Pahrump, Nevada as collateral, evidenced by an unrecorded second deed of
trust. The other co-borrowers included our advisor, NNN LV 1900 Aerojet Way LLC,
an affiliate of our advisor, and Anthony W. Thompson. All of the borrowers were
jointly and severally liable on the loan. The terms of the loan required the
borrowers to pay a $15,000 commitment fee (deducted from the loan proceeds) and
$97,500 per month through the maturity date of April 1, 2002, for a total
repayment of $600,000. The proceeds of the loan were used to help finance a
property acquisition by a subsidiary of our advisor that produced acquisition
fees of $150,000 paid to our advisor. All costs of the loan and the principal
repayments were made by our advisor and the loan was repaid in full on February
7, 2002.

7. STOCK OFFERING COSTS

As of September 30, 2001, the Company had sold 1,849,131 shares of common stock,
including 22,100 shares issued to the Advisor at $9.05 per share. Aggregate
gross proceeds before Offering costs and selling commissions approximate
$18,441,000.

Pursuant to the Registration Statement discussed in Note 1, the Company is
offering the Shares to the residents of forty-one states. In connection with the
Offering, the Company incurred approximately $532,000 of costs related to the
issuance and distribution of the Shares during the quarter ended September 30,
2001. Such amount includes a total of approximately $154,856 paid to the dealer
manager (NNN Capital Corporation, which is wholly owned by Anthony W. Thompson),
and is principally comprised of sales commissions, underwriting discounts, and
certain fees. As described in Note 8, an additional $7,000 was paid to the
Advisor.

The Shares can be offered to brokers and the Company's officers and directors at
a discounted price of $9.05 per share.

                                       11

<PAGE>

                         T REIT, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2001 AND 2000

8.  ADVISORY FEES

The Company compensates the Advisor for its services through a series of fees
pursuant to the Advisory Agreement. In addition to fee compensation, the Advisor
is reimbursed organizational and Offering costs it incurs on behalf of the
Company. During the quarter ended September 30, 2001, the Company reached the
maximum amount of fees to be paid under the Advisory Agreement and, accordingly,
fees and cost reimbursements were limited to approximately $7,000 and were paid
by the Company to the Advisor from Offering proceeds. No amounts are currently
due the Advisor.

9.  PROPOSED ACQUISITIONS

As of September 30, 2001, the Company had real estate deposits in the amount of
$358,000 pertaining to the proposed acquisition of two properties. Of this
amount, $258,000 is for a single tenant office/service building located in
Temecula, California (the "County Center Drive Building"). The remaining balance
in the amount of $100,000 is for a multi-tenant office building, located in Las
Vegas, Nevada (the "City Center West "A" Building"). Under certain
circumstances, such deposits may be nonrefundable.

The Company is considering the purchase of a tenant in common interest in the
County Center Drive Building currently owned by a related party. This property
is 100% leased to FFF Enterprises with annual rental income of approximately
$521,000 and containing 77,582 rentable square feet. In addition, the Company is
considering the purchase of the City Center West "A" Building. This property
contains 105,964 rentable square feet and is 86% leased, providing annual rental
income of approximately $2,515,000. The total purchase prices are $5,245,000 and
$21,670,000 for the County Center Drive Building and the City Center West "A"
Building, respectively.

10.  DIVIDEND REINVESTMENT PROGRAM

Effective with the Offering, the Company adopted a Dividend Reinvestment Program
(the "DRIP") that allows Company shareholders to purchase common stock through
reinvestment of dividends, subject to certain conditions. The Company has
registered and reserved 700,000 shares for distribution pursuant to the DRIP. As
of September 30, 2001, the Company has sold approximately 24,600 shares of
common stock under the DRIP for a total of approximately $223,000.

11. STOCK OPTION PLANS

Effective with the Offering, the Company authorized and reserved a total of
100,000 shares of common stock for issuance under the Independent Director Stock
Option Plan. Also effective with the Offering, the Company authorized and
reserved a total of 700,000 shares of common stock for issuance under the
Officer and Employee Stock Option Plan. As of September 30, 2001, none of the
options granted under either of these stock option plans have been exercised.

No options were granted or forfeited under either of the above stock option
plans during the quarter ended September 30, 2001.

12. RECENT ACCOUNTING PRONOUNCEMENT

In July 2001, the Financial Accounting Standards Board issued Statements No.
141, "Business Combinations" ("SFAS 141") and No. 142 "Goodwill and Other
Intangible Assets" ("SFAS 142"). SFAS 141 supersedes APB Opinion No. 16,
"Business Combinations" and FASB Statement No. 38, "Accounting for
Pre-acquisition Contingencies of Purchased Enterprises". SFAS 141 is effective
for fiscal years beginning after June 30, 2001 and requires that all business
combinations be accounted for by a single method, the purchase method. SFAS 142
supersedes APB Opinion No. 17, "Intangible Assets". SFAS 142 is effective for
fiscal years beginning after December 15, 2001 and provides that all existing
and newly acquired goodwill and intangible assets will no longer be amortized
but will be tested for impairment annually and written down only when impaired.
Management has not determined whether the requirements of such pronouncements
will have a significant impact on the Company's future financial statements.

                                       12

<PAGE>

                         T REIT, INC. AND SUBSIDIARIES
                      MANAGEMENT DISCUSSION AND ANALYSIS

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

Overview

The following discussion should be read in conjunction with the condensed
consolidated financial statements and notes thereto of the Company appearing
elsewhere in this report. Such financial statements have been prepared to
reflect the Company's financial position as of September 30, 2001 and December
31, 2000, together with the results of operations for the three and nine months
ended September 30, 2001 and 2000, and cash flows for the nine months ended
September 30, 2001 and 2000.

Historical results and trends are not necessarily indicative of future
operations. Management's statements contained in this report that are not
historical facts are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Actual results may differ materially from
those included in the forward-looking statements. The Company intends such
forward-looking statements to be covered by the safe-harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and is including this statement for purposes of complying with such
provisions. Forward-looking statements, which are based on certain assumptions
and describe future plans, strategies and expectations of management, are
generally identifiable by use of the words "believe," "expect," "intend,"
"anticipate," "estimate," "project," "prospects," or similar expressions. The
Company's ability to predict results or the actual effect of future plans or
strategies is inherently uncertain. Factors which could have a material adverse
affect on the operations and future prospects of the Company include, but are
not limited to: changes in general economic conditions and in the real estate
market specifically (including those in the local economy of the regions where
the Company's properties are located), legislative/regulatory changes (including
changes in Federal and/or state laws governing the taxation of REITs),
availability of capital, interest rates, competition, supply and demand for
operating properties in the Company's current and proposed market areas, and
generally accepted accounting principles applicable to REITs. These risks and
uncertainties should be considered in evaluating forward-looking statements, and
undue reliance should not be placed on any such statements. Further information
concerning the Company and its business, including additional factors that could
materially affect the Company's financial results, is included herein and in the
Company's other filings with the Securities and Exchange Commission.

Public Offering of Equity Securities/Use of Proceeds

Pursuant to a registration statement on Form S-11 (the "Registration Statement")
under the Securities Act of 1933, as amended, the Company is offering for sale
up to 10,000,000 shares of its common stock (the "Shares," and collectively the
"Offering") at a price of $10 per Share. The Registration Statement was declared
effective on February 22, 2000. The Offering will terminate on the earlier of
February 22, 2002 or the date on which the maximum number of shares have been
sold. In the event that the maximum number of shares have not been sold, the
Company may, at its discretion, seek to extend the Offering period.

                                      13





<PAGE>

                         T REIT, INC. AND SUBSIDIARIES
                      MANAGEMENT DISCUSSION AND ANALYSIS

As of September 30, 2001, the Company had sold 1,849,131 shares of common stock,
including 22,100 shares issued to the Advisor at $9.05 per share. Aggregate
gross proceeds before Offering costs and selling commissions approximate
$18,441,000. As discussed below, the Company has principally used the net
Offering proceeds from the sale of Shares to purchase real estate properties. As
of September 30, 2001, the Company has approximately $2,500,000 available to
invest in such properties after deduction of selling commissions, marketing
support and due diligence reimbursement fees, other Offering expenses and
miscellaneous acquisition expenses that have been paid. In addition, the Company
has loaned an affiliate, W REIT, L.P., $1,380,000 with an original maturity date
of June 2001 and subsequently extended to December 31, 2001. The Company intends
to borrow money to finance some property acquisitions and pay certain related
fees as necessary.

The comparability of the financial information discussed below is materially
impacted by the acquisition of its first real estate property in September 2000,
an office building with 17,141 square feet, thereby initiating the Company's
planned principal operations. Additionally, during the quarter ended December
31, 2000, the Company purchased two shopping centers totaling 230,364 square
feet and a 16.5% and 26% tenancy in common interest in two shopping centers
having 126,322 and 21,000 square feet, respectively. In calendar year 2001, the
Company purchased Pahrump Valley Junction Center containing 105,721 square feet
and a 40% tenancy in common interest in the Trademark Building containing 75,257
square feet.

Results of Operations

Rental income, rental expenses, mortgage interest, and depreciation/amortization
expense incurred during the quarter ended September 30, 2001 are a result of the
operations from the seven properties described in the preceding paragraph. None
of the sellers of the properties discussed below are affiliated with the Company
or the Advisor.

On September 26, 2000, the Company acquired the Christie Street Office Building,
a 17,141 square foot Class C building in Lufkin, Texas. The total purchase price
of $1,250,000 consists of cash and a note payable to the seller in the amounts
of $500,000 and $750,000, respectively.

On October 26, 2000, the Company purchased the Northstar Crossing Shopping
Center located in Garland, Texas and containing 67,500 rentable square feet. The
total purchase price of $3,930,000 consists of cash and a note payable to an
affiliate of the seller in the amounts of $1,235,000 and $2,695,000,
respectively.

On December 6, 2000, the Company acquired the Thousand Oaks Shopping Center
located in San Antonio, Texas and containing 162,864 rentable square feet. The
total purchase price of $13,000,000 consists of cash and a note payable to an
affiliate of the seller in the amounts of $2,162,500 and $10,837,500,
respectively.

The Company also acquired tenancy in common interests in Plaza del Rey Shopping
Center and Seguin Corners Shopping Center (both of which are located in Seguin,
Texas) on November 17, 2000 and November 22, 2000, respectively. Plaza del Rey's
total purchase price of $5,050,000 consists of cash and a note payable to an
affiliate of the seller in the amounts of $1,055,000 and $3,995,000,
respectively. The Company's proportionate share of the purchase price and debt
related to the tenancy in common interest is $833,250 and $659,175,
respectively. However, the Company is jointly and severally liable on the entire
debt balance of $3,995,000. Seguin's total purchase price of $2,450,000 consists
of cash and a note payable in the amounts of $1,905,000 and $545,000,
respectively.

                                      14

<PAGE>

                         T REIT, INC. AND SUBSIDIARIES
                      MANAGEMENT DISCUSSION AND ANALYSIS


The Company's proportionate share of the purchase price and debt related to the
tenancy in common interest is $637,000 and $141,700, respectively. However, the
Company is jointly and severally liable on the entire debt balance of $545,000.
The Company's percentage ownership in Plaza del Rey and Seguin is 16.5% and 26%,
respectively.

On May 11, 2001, the Company acquired the Pahrump Valley Junction Center located
in Pahrump, Nevada, which contains 105,721 rentable square feet. The total
purchase price of $17,150,000 consists of cash and a note payable in the amounts
of approximately $4,750,000 and $12,400,000 respectively.

On September 4, 2001, the Company acquired a 40% tenancy in common interest in
the Trademark Building located in Reno, Nevada. The total purchase price for the
property was approximately $7,300,000 which consists of cash and a note payable
in the amounts of approximately $4,430,000 and $2,700,000 respectively. The
Company's proportionate share of the purchase price and debt related to the
tenancy in common interest is $2,852,000 and $1,080,000, respectively. However,
the Company is jointly and severally liable on the entire debt balance of
$2,700,000. The property contains 75,257 rentable square feet and Memec, Inc., a
subsidiary of Schroder Ventures, a European investment group, is the only tenant
with an annual rental income of approximately $748,000.

As of September 30, 2001, the Company had real estate deposits in the amount of
$358,000 pertaining to the proposed acquisition of two properties. Of this
amount, $258,000 is for a single tenant office/service building located in
Temecula, California (the "County Center Drive Building"). The remaining balance
in the amount of $100,000 is for a multi-tenant office building, located in Las
Vegas, Nevada (the "City Center West "A" Building").

The Company is considering the purchase of a tenancy in common interest in the
County Center Drive Building. This property is 100% leased to FFF Enterprises
with annual rental income of approximately $521,000 and containing 77,582
rentable square feet. In addition, the company is considering the purchase of
the City Center West "A" Building. This property contains 105,964 rentable
square feet and is 86% leased, providing annual rental income of approximately
$2,515,000. The total purchase prices are $5,245,000 and $21,670,000 for the
County Center Drive Building and the City Center West "A" Building,
respectively.

The number of other properties to be acquired depends upon the amount of net
Offering proceeds and loan funds available to the Company. Management is
currently considering other potential property acquisitions. The decision to
acquire one or more of these properties will generally depend upon (i) receipt
of a satisfactory environmental survey and property appraisal, (ii) an absence
of any material adverse change relating to the property, its tenants, or local
economic conditions, and (iii) adequate financing, either through net Offering
proceeds and/or satisfactory debt financing. There is no assurance that any of
these conditions will be satisfied or, if satisfied, that the Company will
purchase any additional properties.

                                      15

<PAGE>

                         T REIT, INC. AND SUBSIDIARIES
                      MANAGEMENT DISCUSSION AND ANALYSIS

Liquidity and Capital Resources

At September 30, 2001, the Company had $2,499,866 of cash to meet its immediate
short-term liquidity requirements. Management expects that future short-term
liquidity requirements will be financed by net cash flow from operations,
existing working capital, repayment of the W REIT loan and, if necessary,
securing a line of credit. Cash and cash equivalents increased since December
31, 2000 principally as the result of the sale of Shares and proceeds from notes
payable.

The Company anticipates that adequate cash will be generated from operations to
fund its operating and administrative expenses, continuing debt service
obligations, and the payment of dividends in accordance with REIT requirements
in the foreseeable future.

Aggregate cash distributions of $186,253 were made to shareholders for the
quarter ended September 30, 2001. Effective April 1, 2001, the Company increased
its annual dividend rate from 8% to 8.25%, and has committed to paying monthly
dividends at an annual rate of 8.25% to the extent of lawfully available funds.

Cash used in operating activities amounted to $203,420 for the nine months ended
September 30, 2001. The primary reason for the decrease is the increase in
interest receivable on a note issued to W REIT included in accounts receivable
and payments of lease commissions which have been capitalized and included in
other assets.

Cash used in investing activities was $7,188,703 for the nine months ended
September 30, 2001. Such amount is principally the result of the acquisitions of
Pahrump Valley Junction Center, the tenancy in common interest in the Trademark
Building, and issuance of a note receivable to W REIT Inc. in the amount of
$430,000. Except as described above, the Company does not have any material
planned capital expenditures resulting from any known demand based on existing
trends. However, management may conclude that expenditures to improve properties
purchased after September 30, 2001 are necessary and/or desirable.

Cash provided by financing activities was $9,643,912 for the nine months ended
September 30, 2001. This amount principally resulted from net Offering proceeds
of approximately $10,459,000 million and proceeds of notes payable of
approximately $1,500,000 used to purchase Pahrump Valley Junction Center. For
the nine months ended September 30, 2001, the Company incurred Offering costs of
approximately $1,390,000.

The weighted average annual interest rate on variable-rate mortgages payable at
September 30, 2001 approximated 7.45% at that date, and averaged 7.15% for the
quarter then ended. Interest expense related to fixed-rate mortgages payable is
not material to total operating expenses for the quarter ended September 30,
2001.

In order to qualify as a REIT for federal income tax purposes, the Company is
required by the Internal Revenue Code of 1986, as amended, to make distributions
to its shareholders of at least 90% of REIT taxable income. Such percentage
declined from 95% to 90% in January 2001. The Company expects to use its cash
flow from operating activities for distributions to shareholders and the payment
of expenses. The Company intends to invest amounts accumulated for distribution
in short-term investments. Distributions declared for the quarter ended
September 30, 2001 represent a return of capital for federal income tax
purposes. Distributions are determined by the Board of Directors and are
dependent on a number of factors, including those discussed in the Company's
December 31, 2000 Form 10-K.

Management monitors the various qualification tests the Company must meet to
maintain its status as a REIT. Large ownership of the Company's stock is
reviewed upon purchase to determine that no more than 50% in value of the
outstanding stock is owned directly or indirectly by five or fewer persons or
entities at any one time. Management also determines, on a quarterly basis, that
the Gross Income, Asset and Distribution Tests imposed by the REIT requirements
are met. On an ongoing basis, as due diligence is performed by the Advisor on
potential real estate purchases or the temporary investment of excess funds,
management determines whether the income from the new asset will qualify for
REIT purposes.

                                      16

<PAGE>

                         T REIT, INC. AND SUBSIDIARIES
                      MANAGEMENT DISCUSSION AND ANALYSIS

Building and Lease Information

The following tables set forth certain information regarding all the leases
related to the properties that the Company owns or has an investment in as of
September 30, 2001:

                             Occupancy by Property
<TABLE>
<CAPTION>
                                                                            Square Feet
                                                       --------------------------------------------------------
   Property Name       Location           Ownership %          Total              Leased            Available          Occupancy%
------------------   ------------------   -----------  -----------------   -----------------    ---------------    ---------------
<S>                  <C>                                                     <C>                      <C>                 <C>
Christie Street      Lufkin, Texas          100.00            17,141              17,141                     -             100.00
Northstar            Garland, Texas         100.00            67,560              60,500                 7,060              90.00
Plaza Del Rey        Seguin, Texas           16.50           126,322             103,225                23,097              82.00
Seguin               Seguin, Texas           26.00            21,455              21,000                   455              98.00
Thousand Oaks        San Antonio, Texas     100.00           162,864             147,391                15,473              90.00
Pahrump              Pahrump, Texas         100.00           105,721             105,721                     -             100.00
Trademark            Reno, Nevada            40.00            75,257              75,257                     -             100.00
                                                      -----------------   -----------------       ---------------    ---------------
Total Portfolio                                              576,320             530,235                46,085              92.00
                                                      =================   =================       ===============    ===============
</TABLE>


                         Lease Expiration by Property

<TABLE>
<CAPTION>
                                                                                   % of Total Leased
                                                                                      Square Feet        Annual Base Rent
        Year of Lease Expiration          Number of       Total Square Footage       Represented by       Under Expiring
             Remaining 2001            Expiring Leases     of Expiring Leases        Expiring Leases          Leases
        ------------------------      ----------------    --------------------     -----------------     ----------------
        <S>                           <C>                 <C>                      <C>                    <C>
        Remaining 2001                               3                  4,657                     .9      $        39,241
        2002                                         7                 39,295                    7.4              453,739
        2003                                        13                 21,792                    4.1              324,494
        2004                                        17                103,232                   19.5              434,134
        2005                                         8                 34,060                    6.4              339,687
        2006                                        13                 41,935                    7.9              396,547
                                      ----------------     ------------------       ----------------     ----------------
        Total Portfolio                             61                244,971                   46.2      $     1,987,842
                                      ================     ==================       ================     ================
</TABLE>

                                      17

<PAGE>

                         T REIT, INC. AND SUBSIDIARIES
                      MANAGEMENT DISCUSSION AND ANALYSIS

Funds From Operations

Due to the unique operating characteristics of certain real estate companies,
the National Association of Real Estate Investments Trusts ("NAREIT"), an
industry trade group, has promulgated a standard known as funds from operations
("FFO") which it believes more accurately reflects the operating performance of
a REIT. As defined by NAREIT, FFO equals net income or loss determined in
accordance with accounting principles generally accepted in the United States
("GAAP") less extraordinary, unusual and non-recurring items, excluding
gains/losses from debt restructuring and sales of property, plus depreciation
and amortization after adjustments for unconsolidated partnerships and joint
ventures in which the REIT holds an interest.

The Company computes FFO in accordance with the March 1995 "White Paper" and the
November 1999 "National Policy Bulletin" published by NAREIT. The Company
generally considers FFO to be a relevant and meaningful supplemental measure of
the performance of an equity REIT because it is predicated on a cash flow
analysis, as contrasted with net income/loss determined on a GAAP basis that
gives effect to non-cash items such as depreciation. However, FFO is not
intended to be an alternative to net income or loss as an indicator of the
Company's performance, nor to cash flow provided by/used in operating activities
(based on GAAP) as a measure of liquidity. In addition, FFO is not necessarily
indicative of cash available to pay distributions or finance other operating
requirements. Since the aforementioned NAREIT publications only provide general
guidelines for computing FFO, the computation thereof may vary from one REIT to
another because capitalization accounting policies may differ from entity to
entity.

<TABLE>
<CAPTION>
                                                Three Months Ended             Nine Months Ended
                                                ------------------             ------------------
                                                   September 30,                 September 30,
                                                   -------------                 -------------
                                                2001           2000           2001           2000
                                           -------------  -------------  --------------  ------------
<S>                                        <C>            <C>            <C>             <C>
Net loss                                       (264,824)       (40,615)       (231,916)      (12,120)
   Adjustments
         Depreciation and amortization          456,019             --         207,867            --
                                           -------------  -------------  --------------  ------------
Funds from operations                           191,195        (40,615)        (24,049)      (12,120)
                                           =============  =============  ==============  ============
</TABLE>

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board issued Statements No.
141, "Business Combinations" ("SFAS 141") and No. 142 "Goodwill and Other
Intangible Assets" ("SFAS 142"). SFAS 141 supersedes APB Opinion No. 16,
"Business Combinations" and FASB Statement No. 38, "Accounting for
Pre-acquisition Contingencies of Purchased Enterprises". SFAS 141 is effective
for fiscal years beginning after June 30, 2001 and requires that all business
combinations be accounted for by a single method, the purchase method. SFAS 142
supersedes APB Opinion No. 17, "Intangible Assets". SFAS 142 is effective for
fiscal years beginning after December 15, 2001 and provides that all existing
and newly acquired goodwill and intangible assets will no longer be amortized
but will be tested for impairment annually and written down only when impaired.
Management has not determined whether the requirements of such pronouncements
will have a significant impact on the Company's future financial statements.

                                       18

<PAGE>

                          T REIT, INC. AND SUBSIDIARY
          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to interest rate changes primarily as a result of its
long-term debt used to maintain liquidity, fund capital expenditures, and
finance expansion of the Company's operations and real estate portfolio. In
managing the Company's interest rate risk, management's objectives are to limit
the impact of interest rate changes on operations and cash flows, and to lower
its overall borrowing costs. To achieve these objectives, the Company borrows
primarily at interest rates with the lowest margins available and, in some
cases, with the ability to convert variable interest rates to fixed rates. In
the future, the Company may enter into derivative financial instruments such as
interest rate swaps, caps and treasury locks in order to mitigate its interest
rate risk on a given financial instrument. The Company does not enter into
derivative or interest rate transactions for speculative purposes.

The table below presents the principal amounts and weighted average interest
rates of variable interest rate debt by year of scheduled maturity to evaluate
the expected cash flows and sensitivity to interest rate changes.

                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                     2001           2002          2003             2004         2005
                                   ---------       -------       -------         --------     ---------
<S>                                <C>             <C>            <C>             <C>          <C>
Variable rate debt...........        $14,192           --           $142            --            --
Average interest rate on
 maturing debt...............            6.9%          --            5.9%           --            --
</TABLE>

The estimated fair value of the Company's variable rate debt approximates its
September 30, 2001 carrying amount. Approximately $14,333,000 (or 52%) of the
Company's mortgages payable at September 30, 2001 have variable interest rates
ranging from 5.9% to 7.5% at that date. An increase in the variable interest
rate on certain mortgages payable constitutes a market risk.

                                       19




<PAGE>

Part II

                                Other Information

Item 1.     Legal Proceedings.
            None.

Item 2.     Changes in Securities and Use of Proceeds.
            (a)   None.
            (b)   None.
            (c)   None.
            (d)   Incorporated by reference to Part I, Item 2 of this Report,
                  "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS."

Item 3.     Defaults Upon Senior Securities.
            None.

Item 4.     Submission of Matters to a Vote of Security Holders.
            None.


Item 5.     Other Information.

          On September 27, 2001, the Company entered into an agreement to
          participate as a co-borrower on a $500,000 loan and pledged its wholly
          owned shopping center in Pahrump, Nevada as collateral, evidenced by
          an unrecorded second deed of trust. The other co-borrowers included
          our advisor, NNN LV 1900 Aerojet Way LLC, an affiliate of our advisor,
          and Anthony W. Thompson. All of the borrowers were jointly and
          severally liable on the loan. The terms of the loan require the
          borrowers to pay a $15,000 commitment fee (deducted from the loan
          proceeds) and $97,500 a month through the maturity date of April 1,
          2002, for a total repayment of $600,000. The proceeds of the loan were
          used to finance a property acquisition by a subsidiary of our advisor,
          and resulted in acquisition fees of $150,000 paid to our advisor. All
          costs of the loan and the principal repayments were made by our
          advisor and the loan was repaid in full on February 7, 2002.

          We have purchased certain tenant in common interests in
          properties where the other tenants in common were participating in a
          tax-free exchange arranged by our advisor. Such transactions earn our
          advisor or its affiliate commissions on the tax-free exchanges, and
          may impact the extent to which we participate in such acquisition.

Item 6.     Exhibits and Reports on Form 8-K.

            (a)  The following documents are filed as part of this report:

<TABLE>
<CAPTION>
         Item No.                           Description
         --------                           -----------
         <S>               <C>
         3.1               Articles of Incorporation of the Company (included as Exhibit 3.1 to the Company's Registration
                           Statement on Form S-11 filed on April 28, 1999 (File No. 333-77229) and incorporated herein by
                           reference.

         3.2               Amended and Restated Articles of Incorporation of the Company (included as Exhibit 3.2 to
                           Amendment No. 3 to the Company's Registration Statement on Form S-11 filed on November 22, 1999
                           (File No. 333-77229) and incorporated herein by reference.

         3.3               Bylaws of the Company (included as Exhibit 3.3 to the Company's Registration Statement on Form
                           S-11 filed on April 28, 1999 (File No. 333-77229) and incorporated herein by reference.

         3.4               Amended Bylaws of the Company (included as Exhibit 3.4 to Post-Effective Amendment No. 2 to the
                           Company's Registration Statement on Form S-11 filed on July 17, 2001 (File No. 333-77229) and
                           incorporated herein by reference).

         4.1               Form of Share Certificate (included as Exhibit 4.1 to Amendment No. 4 to the Company's
                           Registration Statement on Form S-11 filed on February 3, 2000 (File No. 333-77229) and
                           incorporated herein by reference.

         10.1              Agreement of Limited Partnership of T REIT, L.P.  (included as Exhibit 10.1 to Amendment No. 2
                           to the Company's Registration Statement on Form S-11 filed on October 13, 1999 (File No.
                           333-77229) and incorporated herein by reference.

         10.2              Dividend Reinvestment Plan (included as Exhibit C to the Company's Prospectus filed as part of
                           the Company's Registration Statement on Form S-11 on April 28, 1999 (File No. 333-77229) and
                           incorporated herein by reference.

         10.3              Independent Director Stock Option Plan (included as Exhibit 10.3 to Amendment No. 4 to the
                           Company's Registration Statement on Form S-11 filed on February 3, 2000 (File No. 333-77229)
                           and incorporated herein by reference.

         10.4              Employee and Officer Stock Option Plan (included as Exhibit 10.4 to Amendment No. 4 to the
                           Company's Registration Statement on Form S-11 filed on February 3, 2000 (File No. 333-77229) and
                           incorporated herein by reference.

         10.5              Advisory Agreement between the Company and Triple Net Properties, L.L.C. (included as Exhibit
                           10.5 to Amendment No. 2 to the Company's Registration Statement on Form S-11 filed on October
                           13, 1999 (File No. 333-77229) and incorporated herein by reference.

         10.6              Purchase and Sale Agreement, dated June 5, 2000, by and between Robert C. Parker and Carolyn De
                           La Fuente Parker and Triple Net Properties, L.L.C. (included as Exhibit 10.1 to Form 10-Q filed
                           by the Company on November 14, 2000 and incorporated herein by reference).

         10.7              Purchase and Sale Agreement, dated October 25, 2000, by and between CMP Capital Company, L.L.C. and T
                           REIT, L.P. (included as Exhibit 10.1 to Form 8-K filed by the Company on November 13, 2000 and
                           incorporated herein by reference).

         10.8              Purchase and Sale Agreement, dated October 26, 2000, by and between CMP Capital Company, L.L.C. and T
                           REIT, L.P. (included as Exhibit 10.1 to Form 10-K filed by the Company on December 20, 2000 and
                           incorporated herein by reference).

         10.9              Purchase and sale Agreement, dated August 24, 2000, as amended, by and between Drummer Boy Holdings, LLC
                           and Triple Net Properties, L.L.C. (included as Exhibit 10.9 to Post-Effective Amendment No. 2 to the
                           Company's Registration Statement on Form S-11 filed on July 17, 2001 (File No. 333-77229) and
                           incorporated herein by reference).

         10.10             First Amendment to Advisory Agreement between the Company and Triple Net Properties, L.L.C. (included as
                           Exhibit 10.10 to Post-Effective Amendment No. 2 to the Company's Registration Statement on Form S-11
                           filed on July 17, 2001 (File No. 333-77229) and incorporated herein by reference).

         10.11             Purchase and Sale Agreement, dated April 16, 2001, by and between Kilroy Realty, L.P. and Triple Net
                           Properties, L.L.C. (included as Exhibit 10.11 to Form 10-Q filed by the Company on August 14, 2001 and
                           incorporated herein by reference).
</TABLE>

            (b)  On September 19, 2001, the Company filed a Current Report on
Form 8-K dated September 19, 2001 describing the Company's purchase of a 40%
undivided tenant in common interest in the Trademark Building in Reno, Nevada.
No financial statements were filed as part of this report.


                                      20

<PAGE>

                                  SIGNATURES

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


DATE: November 13, 2001.

                                            T REIT, INC.
                                            (Registrant)


                                            By: /s/ Anthony W. Thompson
                                            ---------------------------
                                            Anthony W. Thompson
                                            President and
                                            Chief Executive Officer



                                            By: /s/ Jack Maurer
                                            ---------------------------
                                            Jack Maurer
                                            Secretary and Treasurer
                                            Chief Accounting Officer

                                      21

<PAGE>

                                 EXHIBIT INDEX

       Item No.                        Description
       -------                         -----------

         3.1         Articles of Incorporation of the Company (included as
                     Exhibit 3.1 to the Company's Registration Statement on Form
                     S-11 filed on April 28, 1999 (File No. 333-77229) and
                     incorporated herein by reference).

         3.2         Amended and Restated Articles of Incorporation of the
                     Company (included as Exhibit 3.2 to Amendment No. 3 to the
                     Company's Registration Statement on Form S-11 filed on
                     November 22, 1999 (File No. 333-77229) and incorporated
                     herein by reference).

         3.3         Bylaws of the Company (included as Exhibit 3.3 to the
                     Company's Registration Statement on Form S-11 filed on
                     April 28, 1999 (File No. 333-77229) and incorporated herein
                     by reference).

         3.5         Amended Bylaws of the Company (included as Exhibit 3.4 to
                     Post-Effective Amendment No. 2 to the Company's
                     Registration Statement on Form S-11 filed on July 17, 2001
                     (File No. 333-77229) and incorporated herein by reference).

         4.1         Form of Share Certificate (included as Exhibit 4.1 to
                     Amendment No. 4 to the Company's Registration Statement on
                     Form S-11 filed on February 3, 2000 (File No. 333-77229)
                     and incorporated herein by reference).

         10.1        Agreement of Limited Partnership of T REIT, L.P. (included
                     as Exhibit 10.1 to Amendment No. 2 to the Company's
                     Registration Statement on Form S-11 filed on October 13,
                     1999 (File No. 333-77229) and incorporated herein by
                     reference).

         10.2        Dividend Reinvestment Plan (included as Exhibit C to the
                     Company's Prospectus filed as part of the Company's
                     Registration Statement on Form S-11 on April 28, 1999 (File
                     No. 333-77229) and incorporated herein by reference).

         10.3        Independent Director Stock Option Plan (included as Exhibit
                     10.3 to Amendment No. 4 to the Company's Registration
                     Statement on Form S-11 filed on February 3, 2000 (File No.
                     333-77229) and incorporated herein by reference).

         10.4        Employee and Officer Stock Option Plan (included as Exhibit
                     10.4 to Amendment No. 4 to the Company's Registration
                     Statement on Form S-11 filed on February 3, 2000 (File No.
                     333-77229) and incorporated herein by reference).

         10.5        Advisory Agreement between the Company and Triple Net
                     Properties, L.L.C. (included as Exhibit 10.5 to Amendment
                     No. 2 to the Company's Registration Statement on Form S-11
                     filed on October 13, 1999 (File No. 333-77229) and
                     incorporated herein by reference).

         10.6        Purchase and Sale Agreement, dated June 5, 2000, by and
                     between Robert C. Parker and Carolyn De La Fuente Parker
                     and Triple Net Properties, L.L.C. (included as Exhibit 10.1
                     to Form 10-Q filed by the Company on November 14, 2000 and
                     incorporated herein by reference).

         10.7        Purchase and Sale Agreement, dated October 25, 2000, by and
                     between CMF Capital Company, L.L.C. and T REIT, L.P.
                     (included as Exhibit 10.1 to Form 8-K filed by the Company
                     on November 13, 2000 and incorporated herein by reference).

         10.8        Purchase and Sale Agreement, dated October 26, 2000, by and
                     between CMF Capital Company, L.L.C. and T REIT, L.P.
                     (included as Exhibit 10.1 to Form 8-K filed by the Company
                     on December 20, 2000 and incorporated herein by reference).

         10.9        Purchase and Sale Agreement, dated August 24, 2000, as
                     amended, by and between Drummer Boy Holdings, LLC and
                     Triple Net Properties, L.L.C. (included as Exhibit 10.9 to
                     Post-Effective Amendment No. 2 to the Company's
                     Registration Statement on Form S-11 filed on July 17, 2001
                     (File No. 333-77229) and incorporated herein by reference).

         10.10       First Amendment to Advisory Agreement between the Company
                     and Triple Net Properties, L.L.C. (included as Exhibit
                     10.10 to Post-Effective Amendment No. 2 to the Company's
                     Registration Statement on Form S-11 filed on July 17, 2001
                     (File No. 333-77229) and incorporated herein by reference).

         10.11       Purchase and Sale Agreement, dated April 16, 2001, by and
                     between Kilroy Realty, L.P. and Triple Net Properties,
                     L.L.C. (included as Exhibit 10.11 to Form 10-Q filed by the
                     Company on August 14, 2001 and incorporated herein by
                     reference).

                                      22