SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                 FORM 10-K/A-1


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

  For the fiscal year ending December 31, 1999 Commission file number 0-13693

                       VININGS INVESTMENT PROPERTIES TRUST

             (Exact name of registrant as specified in its charter)

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

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

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

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


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

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


                Common Shares of Beneficial Interest without par value

                                (Title of Class)


The  undersigned  registrant  hereby  amends the  following  items of its Annual
Report on Form 10-K for the period  ended  December 31, 1999 as set forth in the
pages attached herein.

Part III, Item 10   Directors and Executive Officers of Registrant

Part III, Item 11   Executive Compensation

Part III, Item 12   Security Ownership of Certain Beneficial Owners
                    and Management

Part III, Item 13   Certain Relationships and Related Transactions



<PAGE>




                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

Information Regarding Trustees
------------------------------

Set forth below is certain  information  regarding  the current four Trustees of
the Trust who are elected by the Trust's  shareholders at each annual meeting of
the Trust.


                                                Trustee
                  Name                           Since
                  ----                           -----
                  Peter D. Anzo                  1996
                  Stephanie A. Reed              1996
                  Phill D. Greenblatt            1996
                  Henry Hirsch                   1996


     PETER D. ANZO,  age 46, has been Chief  Executive  Officer,  President  and
Chairman of the Board of Trustees since 1996. He is also Chief Executive Officer
and a director of The Vinings Group, Inc. and affiliates, a position he has held
since 1987.  From 1990 through 1997 Mr. Anzo was Chief  Executive  Officer and a
director of A&P Investors,  Inc. Mr. Anzo has been a delegate since 1995, on the
Legislative  Committee  since 1991 and is  currently  Chairman of the  Political
Action  Committee  of the  National  Apartment  Association.  He has  been  past
Co-Chairman of the Government  Affairs Committee since 1995,  Co-Chairman of the
Affordable Housing Task Force and a director from 1992 until 1998 of the Atlanta
Apartment  Association.  He was a director of the Georgia Apartment  Association
from 1993 to 1998.  From 1983 until 1986,  Mr. Anzo served as Vice  President of
Acquisitions  of  First  Investment  Companies,  where  he was  involved  in the
management and  acquisition of commercial  apartment  properties  throughout the
United States.  Mr. Anzo was Vice  President,  Dispositions  of  Balcor/American
Express  from 1981 until 1983,  where he was  involved in the sale of  apartment
communities  and commercial  properties in the United States.  Prior to 1981 Mr.
Anzo was involved in the management,  leasing, purchase and construction of real
property with The Beaumont Company and Linkletter Properties.

     STEPHANIE A. REED, age 41, has been Vice  President,  Secretary,  Treasurer
and a Trustee  since 1996.  Since 1991,  Ms. Reed has been Vice  President and a
director of The Vinings Group, Inc. and affiliates.  She was also Vice President
of A&P Investors,  Inc. from 1991 through 1997.  From 1987 to 1991, Ms. Reed was
Vice  President  -  Development  of The  Sterling  Group,  Inc.,  a  multifamily
development  company  located in Atlanta,  Georgia where she was responsible for
all phases of development for multifamily projects. Prior to 1987, she served as
Vice President - Finance of The Sterling  Group,  Inc., in the  syndication  and
management of multifamily  projects.  Prior to joining The Sterling Group,  Inc.
she was a certified public accountant for independent public accounting firms in
Atlanta, Georgia and Orlando, Florida.

     PHILL D. GREENBLATT,  age 54, has been a Trustee since 1996. Since 1975 Mr.
Greenblatt  has been  President of p.d.g.  Real Estate Co.,  Inc., a real estate
brokerage and investment firm in multifamily,  retail and industrial  properties
in  Colorado,  Arizona  and Florida  since 1975.  From 1971  through  1974,  Mr.
Greenblatt was a commercial  sales associate with  Heller-Mark  Realty.  He also
served as an investment  banking  officer for the First  National Bank of Denver
from 1968 to 1971.

     HENRY HIRSCH, age 63, has been a Trustee since 1996. Mr. Hirsch is Chairman
of the Board of Engineered  Concepts,  Inc., ECI Management  Corporation and ECI
Realty, and is President of ECI Properties, positions which he has held for over
ten years.  Mr. Hirsch has been involved in the real estate business since 1968,
specializing in multifamily apartment  development.  He and his related entities
currently  own and/or  manage  over  3,500  apartment  units,  as well as office
buildings.  The  construction  arm of his related  entities has  completed  over
$250,000,000 of new construction and  rehabilitation.  Mr. Hirsch is a Certified
Apartment Property  Supervisor with the National Apartment  Association.  He has
served on the Hotpoint  Builders  Advisory  Council and National  Association of
Home  Builders,  and has served as a director and past  President of the Atlanta
Apartment  Association.  He has  served  as a  Regional  Vice  President  of the
National Apartment Association.


Information Regarding Executive Officers
----------------------------------------

Listed below are the names of the executive officers of the Trust. The names and
ages of all  executive  officers  of the  Trust  and  principal  occupation  and
business  experience  during at least the last five years is discussed  above in
"Information Regarding Trustees."

    NAME                             POSITION
    ----                             --------------------------------------
    Peter D. Anzo                    President, Chief Executive Officer and
                                     Chairman of the Board of Trustees

    Stephanie A. Reed                Vice President, Secretary and Treasurer


Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

The Trust's  officers,  Trustees and  beneficial  owners of more than 10% of the
Trust's  Shares are  required  under  Section  16(a) of the Exchange Act to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Copies of those reports must also be furnished to the Trust.  Based
solely on a review of the copies of reports and amendments  thereto furnished to
the Trust,  the Trust  believes  that during its 1999 fiscal year, no person who
was a Trustee,  officer  or greater  than 10%  beneficial  owner of the  Trust's
Shares  failed to file on a timely basis any report  required by Section  16(a),
except that the following individuals had late filings during fiscal 1999: Peter
D. Anzo (Form 5 for purchase of common units in the Operating Partnership); Phil
Greenblatt   (Form  4  for  purchase  of  preferred   units  in  the   Operating
Partnership);  Henry  Hirsch  (Form 4 for  purchase  of  preferred  units in the
Operating Partnership);  Martin H. Petersen (Form 5 for purchase of common units
in the  Operating  Partnership);  Stephanie  Reed  (Form 4 for the  purchase  of
preferred units in the Operating Partnership);  and Gilbert H. Watts (Form 4 for
the purchase of preferred units in the Operating Partnership).


ITEM 11. EXECUTIVE AND TRUSTEE COMPENSATION

The following  sections set forth and discuss the  compensation  paid or awarded
during the last three years to the Trust's Chief  Executive  Officer.  The Trust
had no executive officers who earned in excess of $100,000 during fiscal 1999.


Summary Compensation Table
--------------------------

The following table shows for the fiscal years ended December 31, 1997, 1998 and
1999 the annual compensation paid by the Trust to the Chief Executive Officer.

<TABLE>

<CAPTION>

                   --------------------------------------   ------------------------------------
                                                                  LONG TERM COMPENSATION
                                                            ------------------------------------
                            ANNUAL COMPENSATION                      AWARDS            PAYOUTS
                   --------------------------------------   ------------------------------------
       (A)          (B)    (C)      (D)        (E)              (F)          (G)        (H)        (I)


                                                                  SECURITIES
                                           OTHER ANNUAL    RESTRICTED  UNDERLYING    LTIP     ALL OTHER
                          SALARY   BONUS   COMPENSATION      STOCK     WARRANTS /   PAYOUTS  COMPENSATION
                                    AWARD(S)
                   Year    ($)      ($)        ($)            ($)      Options (#)    ($)        ($)

<S>                <C>     <C>    <C>          <C>            <C>       <C>          <C>       <C>
Peter D. Anzo (1)  1999      -        -          -              -          -            -          -
 President, Chief  1998      -    40,000(2)      -              -       35,000 (3)      -          -
 Executive         1997      -        -          -              -        5,000 (3)      -          -
 Officer and
 Chairman of
 the Board

<FN>

(1)  Mr. Anzo did not receive  salary  compensation  from the Trust for services
     rendered in his capacity as President, Chief Executive Officer and Chairman
     of the Board of  Trustees  of the Trust  during  fiscal  1999 or during the
     fiscal  years  ended  December  31,  1998  and  1997.  See  "Report  of the
     Compensation  Committee of the Board of Trustees on Executive  Compensation
     Compensation Policies for Executive Officers" below.

(2)  Represents a bonus in the form of 10,000 Shares which had a market value as
     of July 1, 1998, the date of the grant, of $40,000.

(3)  Represents  stock options granted pursuant to the Trust's 1997 Stock Option
     and Incentive Plan.
</FN>
</TABLE>



Option Grants in Last Fiscal Year
--------------------------------

No stock options were granted during fiscal 1999. No stock  appreciation  rights
("SARs") have been granted.



Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Values
--------------------------------------------------------------------------

The following  table sets forth the Shares  acquired and the value realized upon
exercise of stock options during fiscal 1999 by the Chief Executive Officer (who
is the only  executive  named in the  Summary  Compensation  Table) and  certain
information  concerning the number and value of unexercised stock options. There
are currently no outstanding SARs.

<TABLE>
<CAPTION>

    (a)            (b)               (c)                     (d)                                (e)
                                                      Number of Securities             Value of Unexercised
                   Shares            Value            Underlying Unexercised            In-the-Money Options/
    Name        on Exercise(#)      Realized     Options/Warrants at FY-End (#)        Warrants at FY-End (#)
                                                     Exercisable Unexercisable        Exercisable Unexercisable
<S>             <C>                 <C>              <C>          <C>                 <C>          <C>
Peter D. Anzo       -                 -                40,000         -                    -  (1)      -

<FN>

(1)  As of December 31, 1999,  Mr.  Anzo's stock  options were not  in-the-money
     because the market value of the Shares was $4.00 per share,  which was less
     than or equal to the exercise price of the options.
</FN>
</TABLE>



Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------


Although not members of the  Compensation  Committee,  Mr. Anzo,  the President,
Chief Executive  Officer and Chairman of the Board of Trustees of the Trust, and
Ms. Reed,  Vice  President,  Secretary  and  Treasurer  of the Trust,  will make
general recommendations to and review with the Compensation Committee the salary
increases  and bonus  compensation  of  executives  and  management  other  than
themselves.

On February 4, 1999,  Mr.  Watts  purchased  the Trust's  line of credit and the
Trust paid  interest  to Mr.  Watts  monthly at the rate of 8.50% from such date
through April 27, 1999,  at which time the Trust  obtained a new line of credit.
The  entire  proceeds  from  the new  line of  credit  were  used to  repay  the
outstanding  indebtedness to Mr. Watts. For a detailed discussion,  see "Certain
Relationships and Related Transactions" below.


Compensation of Board of Trustees
---------------------------------

Trustees  who are  officers of the Trust do not receive  compensation  for their
services  as  Trustees.  Trustees  who are not  officers  of the  Trust  (each a
"Non-Employee  Trustee") receive compensation for their services as the Board of
Trustees may from time to time determine.  During fiscal 1999, the  Non-Employee
Trustees  did not  receive  an annual  retainer  but did  receive  $250 for each
regular and special meeting of the Board of Trustees  attended  through June 29,
1999 No fees were paid to the Non-Employee Trustee after June 29, 1999.

In  addition,  the  Non-Employee  Trustees are  eligible to  participate  in the
Trust's 1997 Stock Option and Incentive  Plan (the "1997  Incentive  Plan").  No
long-term incentive awards were made or granted during fiscal 1999.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal and Management Shareholders
-------------------------------------

The following  table sets forth,  to the best knowledge and belief of the Trust,
certain information  regarding the beneficial ownership of the Trust's Shares as
of March 31,  2000 by (i) each  person  known by the Trust to be the  beneficial
owner of more than 5% of the  outstanding  Shares,  (ii)  each of the  Trustees,
(iii) each of the  executive  officers  of the Trust and (iv) all of the Trust's
executive  officers and Trustees as a group.  Unless  otherwise  indicated,  the
address for those listed below is c/o Vinings Investment  Properties Trust, 3111
Paces Mill Road, Suite A-200, Atlanta, GA 30339.


<PAGE>
<TABLE>


<CAPTION>

                                                                                     Shares
                                                                         ------------------------------
                  Trustees, Executive Officers                           Beneficially        Percent of
                      and 5% Shareholders                                  Owned (1)          Class (2)
                      -------------------                                  ---------         ----------
         <S>                                                             <C>                  <C>
         Kinder Gelt, L.P..............................................  588,235  (3)            34.83%
         2700 Delk Road
         Suite 100
         Marietta, GA 30067

         Strico Vinings, LLC...........................................  470,588  (3)            29.95%
         6065 Roswell Road
         Suite 800
         Atlanta, GA 30328

         Watts Agent, L.P..............................................  470,588  (3)            29.95%
         1006 Trammel Street
         Dalton, GA 30720

         Lawrence Cooper...............................................  235,294  (3)            17.61%
         1150 Lake Hearn Drive
         Suite 650
         Atlanta, GA 30342

         Sylco, L.P....................................................  117,647  (3)             9.66%
         1150 Lake Hearn Drive
         Suite 650
         Atlanta, GA 30342

         VIP Management, LLC...........................................  100,000                  9.09%

         Hirsch Investments, LLC.......................................   77,000                  7.00%
         2700 Delk Road
         Suite 100
         Marietta, GA 30067



         Peter D. Anzo.................................................  716,641  (4)            61.67%
         Stephanie A. Reed.............................................   51,983  (5)             4.62%
         Phill D. Greenblatt...........................................   61,917  (6)             5.44%
         Henry Hirsch..................................................  656,747  (7)            38.70%
                                                                       ---------

         All Trustees and officers as a group (4 persons)              1,487,288  (8)            81.68%



<FN>


(1)  Beneficial  share ownership is determined  pursuant to Rule 13d-3 under the
     Securities  Exchange  Act of 1934,  as amended.  Accordingly,  a beneficial
     owner of a  security  includes  any person  who,  directly  or  indirectly,
     through any contract, arrangement, understanding, relationship or otherwise
     has or shares  the power to vote such  security  or the power to dispose of
     such security.  The amounts set forth above as  beneficially  owned include
     Shares owned,  if any, by spouses and relatives  living in the same home as
     to which  beneficial  ownership  may be  disclaimed.  For  purposes of Rule
     13d-3, a person is deemed to be the beneficial  owner of a security if such
     person has the right to acquire voting or investment  power with respect to
     such security within 60 days.

(2)  Percentages are calculated on the basis of 1,100,491 Shares  outstanding as
     of  March  31,  2000,  together  with  applicable  options  or  convertible
     securities of each shareholder exercisable for Shares within 60 days of the
     date of this report.

(3)  The  Shares  reported  may be  acquired  within 60 days of the date of this
     report by conversion of the  preferred  units of the Operating  Partnership
     into Shares on a one-for-one basis at the option of the shareholder,  or at
     the  election  of the Trust into an amount of cash equal to the fair market
     value of the Shares at the time of the conversion.


(4)  Mr. Anzo's  holdings can be summarized as follows:  (a) 536,537 Shares held
     directly;  (b) 118,589  Shares held  indirectly  through  entities  that he
     currently  controls;  (c) 40,000  vested stock  options;  (d) 10,758 common
     units of the Operating  Partnership held indirectly  through an entity that
     he controls;  and (e) 10,757 common units of the Operating Partnership held
     directly.  Mr.  Anzo's  stock  options and common units may be exercised or
     converted into Shares on a one-for-one  basis within 60 days of the date of
     this report.

(5)  Ms. Reed's  holdings can be  summarized as follows:  (a) 27,718 Shares held
     directly;  (b) 12,500 vested stock options;  and (c) 11,765 preferred units
     of the Operating Partnership held directly. Ms. Reed's stock options may be
     exercised  within 60 days of the date of this report.  Ms. Reed's preferred
     units may be converted into Shares on a one-for-one basis at her option, or
     at the  election  of the  Trust,  into an amount of cash  equal to the fair
     market value of the Shares at the time of the conversion, within 60 days of
     the date of this report.

(6)  Mr. Greenblatt's  holdings can be summarized as follows:  (a) 24,005 Shares
     held  directly;  (b) 8,500 vested stock options;  and (c) 29,412  preferred
     units of the Operating  Partnership held directly.  Mr.  Greenblatt's stock
     options may be  exercised  within 60 days of the date of this  report.  Mr.
     Greenblatt's  preferred units may be converted into Shares on a one-for-one
     basis at his option,  or at the  election  of the Trust,  into an amount of
     cash  equal  to the fair  market  value  of the  Shares  at the time of the
     conversion  within  60 days of the date of this  report.

(7)  Mr. Hirsch's holdings may be summarized as follows:  (a) 60,012 Shares held
     directly;  (b) 8,500 vested stock options;  and (c) 588,235 preferred units
     of the Operating  partnership  owned by Kinder Gelt,  L.P, a partnership of
     which Mr. Hirsch is the  controlling  general  partner.  Mr. Hirsch's stock
     options may be  exercised  within 60 days of the date of this  report.  Mr.
     Hirsch's  preferred  units may be  converted  into Shares on a  one-for-one
     basis at his option,  or at the  election  of the Trust,  into an amount of
     cash  equal  to the fair  market  value  of the  Shares  at the time of the
     conversion within 60 days of the date of this report.

(8)  The  Trustees'  and officers'  holdings,  as a group,  may be summarized as
     follows:  (a)  648,272  Shares  held  directly;  (b)  118,589  Shares  held
     indirectly through currently controlled  entities;  (c) 69,500 vested stock
     options;  (d)  10,757  common  units  of  the  Operating  Partnership  held
     directly;  (e)  10,758  common  units  of the  Operating  Partnership  held
     indirectly;  (f) 41,177  preferred units of the Operating  Partnership held
     directly;   and  (g)  588,235  units  of  the  Operating  Partnership  held
     indirectly.  The Trustees' and officers'  stock  options,  common units and
     preferred units may be exercisable for or converted into an equal number of
     Shares within 60 days of the date of this report.
</FN>
</TABLE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Trust is a party to certain management agreements with VIP Management,  LLC,
("VIP"),  an affiliate of Mr. Anzo and Ms. Reed, to provide management  services
to the properties owned by the Trust. A total of $455,447 in management and data
processing fees was incurred by the Trust during 1999. In addition,  during 1999
VIP  provided a number of  services  to the Trust  relating  to  administrative,
acquisition and capital and asset advisory  services.  Certain direct costs paid
on  Vinings'  behalf  were  reimbursed  to VIP and VIP has  charged  Vinings for
certain overhead charges.  Beginning August 1, 1999, the Trust also paid for its
pro-rata share of rent, administrative and other overhead charges, including the
reimbursement  for a pro-rata  portion of salaries and benefits for the officers
and other  employees  providing  services to the Trust which  totaled  $265,280.
These payments to VIP represent  greater than 5% of VIP's gross revenues for its
last full  fiscal  year.  Mr.  Anzo may be deemed to have an  indirect  material
interest in these  transactions  because he is a managing member of VIP and owns
95% of its membership interests. Ms. Reed may also be deemed to have an indirect
material interest in these transactions because she is also a managing member of
VIP and owns the remaining 5% of VIP's membership  interests.  The Trust expects
that VIP will continue to provide  management,  administrative,  acquisition and
capital and asset advisory services to the Trust in the current fiscal year.

In connection  with Vinings'  acquisition  of eight  multifamily  communities in
Mississippi on May 1, 1999, MFI Realty,  Inc., ("MFI"), an affiliate of Mr. Anzo
and Ms. Reed, received an acquisition fee from Vinings totaling $167,103,  which
represents  greater  than 5% of MFI's  gross  revenues  for its last full fiscal
year.  Mr.  Anzo is an  officer  of MFI and may be  deemed  to have an  indirect
material  interest in this  transaction  as a result of his  majority  ownership
interest in the parent company that owns MFI. Ms. Reed is also an officer of MFI
and may be deemed to have an indirect material interest in this transaction as a
result of her minority  ownership  interest in the parent company that owns MFI.
The Trust  does not  expect  to pay any  additional  fees to MFI in its  current
fiscal year unless MFI presents the Trust with another acquisition opportunity.

On June  28,  1998 the  Trust  renewed  its  line of  credit  in the  amount  of
$2,000,000 for six months, which expired on December 28, 1998. The Trust did not
renew the line of credit at that time and the bank  informally  extended the due
date to February 4, 1999 with  interest  continuing to be paid monthly until the
Trust secured  alternative  financing.  On February 4, 1999 Mr. Watts, who was a
Trustee at the time,  purchased  the line of credit  from the bank and the Trust
paid  interest to Mr.  Watts  monthly at the annual rate of 8.50% from such date
through April 27, 1999. At that time,  the Trust  obtained a new line of credit,
the entire proceeds of which were used to repay the outstanding  indebtedness to
Mr. Watts.

The Trust believes that all of the above relationships and transactions are fair
and  reasonable  and are on terms at least as  favorable  to the  Trust as those
which might have been obtained with unrelated third parties.


<PAGE>


                                   SIGNATURES


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



                               Vinings Investment Properties Trust


                       By:      /s/ Peter D. Anzo
                                -----------------
                                Peter D. Anzo
                                President and
                                Chief Executive Officer

Dated:   May 1, 2000



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




        Signature                    Title                           Date
       ----------                  --------                        ---------

   /s/ Peter D. Anzo          Chief Executive Officer,           May 1, 2000
   -----------------          President and Trustee
   Peter D. Anzo


  /s/ Stephanie A. Reed       Vice President, Treasurer,         May 1, 2000
   ---------------------      Secretary and Trustee
   Stephanie A. Reed


  /s/ Phill D. Greenblatt     Trustee                            May 1, 2000
   -----------------------
  Phill D. Greenblatt


  /s/ Henry Hirsch            Trustee                            May 1, 2000
   -----------------------
  Henry Hirsch