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, 1998 Commission file number 0-13693

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES

             (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:

                 Shares of Beneficial Interest without par value

                                (Title of Class)

The undersigned  registrant hereby amends Items 10, 11, 12 and 13 of Part III of
its Annual Report on Form 10-K for the period ended December 31, 1998

<PAGE>


The  undersigned   registrant  hereby  amends  the  following  items,  financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
period ended December 31, 1998 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



                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

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

         Set forth below is certain  information  regarding  the  current  seven
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
                  Martin H. Petersen             1996
                  James D. Ross                  1998
                  Gilbert H. Watts, Jr.          1996

     PETER D. ANZO,  age 45, 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 40, 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 53, 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 62, 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.

     MARTIN H. PETERSEN,  age 49, has been a Trustee since 1996. Mr. Petersen is
currently  President  and  a  director  of  The  Hallmark  Companies,  Inc.  and
affiliates,  which are active in the  ownership and  management  of  multifamily
communities.  He is also the President and a director of A&P Investors,  Inc., a
position he has held since 1990.  From 1987 through 1997 he was  President and a
director of The Vinings  Group,  Inc. and  affiliates.  Since 1975 he has been a
licensed real estate broker in the State of Georgia,  as well as a member of the
Institute of Real Estate  Management.  From 1984  through 1987 Mr.  Petersen was
Vice President of Southeast  United States Plaza  Equities  Management and Plaza
Pacific  Equities,  Inc., where he supervised the  acquisition,  disposition and
management of 5,700 apartment units located  throughout the southeastern  United
States.  Mr.  Petersen  served as a Branch  Manager of GK Properties of Atlanta,
Georgia,  from  1979 to  1984,  where  he was  responsible  for  overseeing  the
operations  of its  southeastern  United  States  offices,  which  included  the
acquisition  and  management  of 5,500 garden style  apartment  units.  Prior to
joining GK  Properties,  from 1975 through 1979, he served as Vice  President of
Stonehenge  Properties  and  Stonehenge  Realty  Corp.,  where  he  oversaw  the
management  of the  commercial  office  division  and  performed  various  other
functions, including the initiation of numerous feasibility, marketing and other
consulting  studies  for REITs,  financial  institutions,  savings and loans and
other owners of distressed  and  foreclosed  properties.  From 1971 to 1974, Mr.
Petersen  was a credit  analyst  for Dun &  Bradstreet  in its  Business  Trades
Division.

     JAMES D. ROSS, age 49, has been a Trustee since 1998. Mr. Ross is currently
associated with Financial & Investment Management Group, a registered investment
advisor. From 1995 to early 1998, Mr. Ross was Executive Vice President of Aegon
U.S.A. Investment Management, an international insurance and investment concern.
At Aegon,  Mr. Ross was responsible for interest rate risk management  including
all commercial and residential mortgage backed securities holdings. From 1991 to
1995, he served as Chief Executive Officer of Southeastern Financial Services, a
registered investment advisor and an affiliated company of Kentucky Home Mutual.
Mr. Ross also served on the Board of  Directors of Kentucky  Home  Mutual.  From
1985 to 1991,  Mr. Ross served as  Treasurer  and Chief  Investment  Officer for
Shenandoah Life Insurance  Company.  From 1975 to 1985, Mr. Ross was employed by
Maccabees Mutual Life Insurance Company where he served as an investment officer
and  portfolio  manager.  Mr. Ross is a member of the State Bars of Kentucky and
Michigan.

     GILBERT H.  WATTS,  age 49, has been a Trustee  since  1996.  Mr.  Watts is
Managing Partner of Watts Agent,  L.P., a position he has held since 1971. Watts
Agent,  L.P.  manages  various real estate  investments  including  residential,
commercial and industrial properties. Mr. Watts is the President of Radio Center
Dalton, Inc., a position he has held since 1985. Mr. Watts also is a Director of
The Community Group, Inc., a six bank holding company, and a Director of various
family businesses.


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 and written  representations that no other reports were required,  the
Trust  believes  that during its 1998 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 in the case
of a certain  report of Stephanie A. Reed and certain  amendments  to reports of
Peter D. Anzo,  Stephanie A. Reed,  Martin H. Petersen,  Gilbert H. Watts,  Jr.,
Phill D. Greenblatt, Henry Hirsch and Thomas B. Bender.


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 and
the four most  highly  compensated  executive  officers  who earned in excess of
$100,000 during fiscal 1998.


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

     The  following  table shows for the fiscal  years ended  December 31, 1996,
1997 and 1998 the annual  compensation  paid by the Trust to the Chief Executive
Officer and the four most highly  compensated  executive  officers who earned in
excess of $100,000 during fiscal year 1998.

<TABLE>
<CAPTION>
                   --------------------------------------   ------------------------------------
                                                                  LONG TERM COMPENSATION
                                                            ------------------------------------
                            ANNUAL COMPENSATION                      AWARDS            PAYOUTS
                   --------------------------------------   ------------------------------------
       (A)           (B)    (C)      (D)        (E)              (F)          (G)        (H)        (I)
                                                                        
<S>                 <C>     <C>    <C>      <C>              <C>        <C>           <C>      <C>
                                                                        SECURITIES  
                                            OTHER ANNUAL    RESTRICTED  UNDERLYING    LTIP     ALL OTHER
                           SALARY   BONUS   COMPENSATION      STOCK     WARRANTS /   PAYOUTS  COMPENSATION
                                                             AWARD(S)
                    Year    ($)      ($)        ($)            ($)      Options (#)    ($)        ($)

Peter D. Anzo (1)  1998      -    40,000(2)      -              -       35,000 (3)      -          -
 President, Chief  1997      -        -          -              -        5,000 (3)      -          -
 Executive         1996      -        -          -              -            -          -          -
 Officer and
 Chairman of
 the Board

<FN>
(1)  Mr. Anzo became  President,  Chief  Executive  Officer and  Chairman of the
     Board of Trustees on February 29, 1996.

     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  1998 or during the
     fiscal  years  ended  December  31,  1997  and  1996.  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
--------------------------------

     The following  table sets forth each grant of stock  options  during fiscal
1998 to the Chief Executive  Officer and each other  executive  officer named in
the Summary  Compensation Table. No stock appreciation rights ("SARs") have been
granted.

 
<TABLE>
<CAPTION>


                                                                                              POTENTIAL
                                                                                           REALIZABLE VALUE
                                                                                              AT ASSUMED
                                                                                           ANNUAL RATES OF
                                                                                             STOCK PRICE
                                                                                           APPRECIATION FOR
                                          INDIVIDUAL GRANTS                                OPTION TERM (3)
                  -------------------------------------------------------------------    ---------------------
     (a)              (b)                  (c)                 (d)          (e)             (f)        (g)
<S>                <C>            <C>                       <C>           <C>             <C>         <C>
                    Number of
                   Securities        % of Total              
                   Underlying       Options/SARs             Exercise      
                    Options       Granted to Employees         or
                    Granted              in                 Base Price   Expiration
                    (#) (1)        Fiscal Year (2)            ($/Sh)        Date           5%($)     10%($)
                   ---------      --------------------      ---------    ----------       ------     -------  
Peter D. Anzo       35,000               82%                  $4.00       6/10/08         $88,045    $223,124


</TABLE>


(1)  All options  were  granted  pursuant to the Trust's  1997 Stock  Option and
     Incentive Plan.

(2)  Percentages  are based on a total of 42,500 Shares  underlying  all options
     granted to Officers of the Trust in fiscal 1998.  (3)  Represents the value
     of the options  granted at the end of the option  terms if the price of the
     Trust's  Shares were to  appreciate  annually  by 5% and 10%  respectively.
     There is no  assurance  that the stock price will  appreciate  at the rates
     shown in the table.  If the stock  price  appreciates,  the value of Shares
     held by all shareholders will increase.

(4)  Such options vest and become fully  exercisable on the first anniversary of
     the date of the grant or June 9, 1999.


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 1998 by the Chief Executive  Officer and
each other executive officer named in the Summary Compensation Table and certain
formation  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                   Underlying Unexercised             In-the-Money Options/
                  Acquired      Value       Options/Warrants at FY-End (#)    Warrants at FY-End (#)(1)                       
     Name       on Exercise #  Realized     Exercisable  Unexercisable       Exercisable  Unexercisable
     ----       -------------  --------     -----------  -------------       -----------  --------------
 <S>             <C>          <C>           <C>          <C>                  <C>         <C>

Peter D. Anzo        -           -          5,000         35,000                   -           -
<FN>                                       
(1)  Equal to the  market  value of Shares  covered by  in-the-money  options on
     December 31, 1998, less the aggregate  option  exercise price.  Options are
     in-the-money  if the market value of the Shares covered  thereby is greater
     than the exercise price of the options.
</FN>
</TABLE>

Report of the  Compensation  Committee  of the Board of  Trustees  on  Executive
Compensation
-------------------------------------------------------------------------------

     The members of the  Compensation  Committee of the Board of Trustees of the
Trust,  whose names are set forth below,  have prepared the following  report on
the Trust's executive compensation policies and philosophy for fiscal 1998.

General
-------

     The  Compensation  Committee  consists  of Mr.  Ross,  Mr.  Watts  and  Mr.
Greenblatt,  each of whom is a Non-Employee Trustee. The Compensation  Committee
is generally  responsible  for developing  the Trust's  executive and management
compensation policies, including awards of equity-based compensation.


Compensation Policy Review
--------------------------

During  fiscal 1998,  the  Compensation  Committee,  together  with the Board of
Trustees,  did not complete its review of the compensation policies with respect
to executive  compensation  as the officers were not paid by the Trust in fiscal
1998.  While it is still  anticipated  that the officers  will become  employees
during fiscal 1999, it has not been determined when the officers will be paid by
the Trust but the Compensation  Committee will complete its review and establish
the compensation of the executives of the Trust prior to such time.


Compensation of Executive Officers
----------------------------------

Base Salary and Cash Bonuses

     Officers of the Trust historically have not received compensation for their
services provided to the Trust.  Until February 29, 1996, the date upon which an
affiliate of the Trust acquired approximately 73.3% of the outstanding Shares of
the Trust  pursuant to a tender  offer (the  "Tender  Offer"),  the Trust was an
externally-advised  REIT,  and  accordingly,  the Trust had no employees  and no
compensation  committee.   Upon  the  consummation  of  the  Tender  Offer,  the
relationship  with the  Trust's  advisor  was  terminated  and the Trust  became
self-administered  and established a compensation  committee.  As a result,  the
Trustees currently  anticipate that officers of the Trust may serve as employees
and may be compensated as such for services rendered to the Trust.

     During  Fiscal  1998,  the  officers  of the  Trust  did not  receive  cash
compensation  from the Trust for their  services  as  officers,  but did receive
bonuses in the form of Shares and  options to purchase  Shares.  See "Equity and
Equity-Based  Incentives"  below.  While a  majority  of their  time  was  spent
handling  Trust  affairs,  the officers were also officers of The Vinings Group,
Inc. ("The Vinings  Group"),  a privately held real estate  company,  from which
they received compensation and benefits. The Trust did not reimburse The Vinings
Group for any of the  officers'  salaries  or  benefits  provided to them by The
Vinings Group. Should any officers of the Trust become employees and be directly
compensated  by the Trust for such  services,  the  Compensation  Committee will
recommend to the Board of Trustees the annual salary, any salary adjustments and
any other  benefits for  executive  officers of the Trust,  all of which will be
targeted  according to the salaries of executives  holding  similar  offices and
having  similar  responsibilities  within  the  Trust's  industry  segment.  The
Compensation Committee may also consider factors such as industry experience and
executive retention.


Equity and Equity-Based Incentives
----------------------------------

     Equity and equity-based incentive awards are designed to attract and retain
executives who can make significant contributions to the Trust's success, reward
executives for such significant  contributions and give executives a longer-term
incentive to increase  shareholder  value.  The size and frequency of equity and
equity-based  incentive  awards are  recommended to the Board of Trustees by the
Compensation   Committee,   taking  into  account  individual   performance  and
responsibilities,   but  without  any   specific   performance   measures.   The
Compensation  Committee may also recommend stock options for executive retention
purposes, taking into account, among other things, general industry practice. To
ensure that high levels of performance  occur over the long-term,  stock options
granted to  executives  typically  vest over a period of time.  All  outstanding
options have been  granted with an exercise  price equal to or in excess of 100%
of the fair market value of the Trust's Shares on the grant date.

     The 1997 Incentive Plan is the principal vehicle by which the Trust intends
to achieve the executive  compensation  policy objective of providing  long-term
incentives  to executive  officers that will more closely align the interests of
such  executives  with those of the Trust's  shareholders.  Pursuant to the 1997
Incentive Plan, the Compensation  Committee may recommend a variety of long-term
incentive awards based on the Shares of the Trust, including stock options (both
incentive  options  and   non-qualified   options),   SARs,   restricted  stock,
unrestricted stock, performance shares and dividend equivalent rights.

     In fiscal  1998,  Peter D. Anzo and  Stephanie A. Reed were each granted an
option to purchase 35,000 Shares and 7,500 Shares, respectively,  at a per Share
exercise  price  of  $4.00.  Each of  these  options  vests  and  becomes  fully
exercisable one year from the grant date on June 9, 1999. Additionally, Peter D.
Anzo and  Stephanie  A.  Reed  were  each  awarded a bonus in the form of 10,000
Shares and 2,500 Shares, respectively, during fiscal 1998. The Board of Trustees
granted  these  awards to Mr. Anzo and Ms.  Reed as  compensation  for  services
rendered to the Trust as officers as they did not receive cash compensation from
the Trust for their  services as  officers.  Any value  received by an executive
officer from a stock option and any increases in the value of stock  received as
a bonus depends entirely on increases in the price of the Trust's Shares.


Compensation of the Chief Executive Officer
-------------------------------------------

Mr. Peter D. Anzo

     Mr. Anzo  currently  does not receive  cash  compensation  for  services he
provides to the Trust as its Chief Executive Officer. See "Compensation Policies
for Executive Officers" above. In order to encourage outstanding performance and
as an incentive to increase Trust  performance  and Share value, in fiscal 1998,
the Board of Trustees awarded Mr. Anzo an option to purchase 35,000 Shares, at a
per Share  exercise  price of  $4.00,  which  option  vests  and  becomes  fully
exercisable  on the first  anniversary  of the grant  date,  or on June 9, 1999.
Additionally,  Mr. Anzo was awarded a bonus in the form of 10,000  Shares during
fiscal 1998.


Federal Tax Regulations Applicable to Executive Compensation
------------------------------------------------------------

     As a result of Section  162(m) of the Internal  Revenue Code (the  "Code"),
the Trust's  deduction  of executive  compensation  may be limited to the extent
that a "covered  employee" (i.e., the chief executive officer or one of the four
highest  compensated  officers  who is  employed  on the last day of the Trust's
taxable year) receives compensation in excess of $1,000,000 in such taxable year
of the Trust (other than performance-based compensation that otherwise meets the
requirements  of  Section  162(m)  of the  Code).  The  Trust  intends  to  take
appropriate  action  to comply  with such  regulations,  if  applicable,  in the
future.

James D. Ross, Chairman        Gilbert H. Watts, Jr.         Phill D. Greenblatt


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

     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
which  expires April 27, 2000.  The entire  proceeds from the new line of credit
were used to repay the  outstanding  indebtedness  to Mr. Watts.  For a detailed
discussion see Item 13 - "Certain Relationships and Related Transactions."


Shareholder Performance Graph
-----------------------------

     Set forth below is a line graph comparing the yearly  percentage  change in
the  cumulative  total  shareholder  return  on  the  Trust's  Shares  with  the
cumulative  total  return of  companies on the Standard & Poor's (S&P) 500 Stock
Index, the National  Association of Real Estate  Investment  Trusts'  ("NAREIT")
Equity REIT Total Return Index (the "Equity REIT Index") and the NAREIT Mortgage
REIT Total Return Index. The returns are based on the market price of the Shares
and assume the  reinvestment of dividends.  The calculation of total  cumulative
return  assumes a $100  investment  in the  Shares on  December  31,  1993.  The
comparisons  in this table are historical and are not intended to forecast or be
indicative of possible future performance of the Trust's Shares.



                 COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
                AMONG S&P 500 INDEX, NAREIT MORTGAGE REIT INDEX,
        NAREIT EQUITY REIT INDEX AND VININGS INVESTMENT PROPERTIES TRUST
<TABLE>
<CAPTION>

                                                              1993    1994      1995       1996      1997     1998
                                                              ----    ----      ----       ----      ----     ----

<S>                                                           <C>      <C>       <C>       <C>       <C>       <C>
           VININGS INVESTMENT PROPERTIES TRUST                100      134       142       236       236       242
           NAREIT Equity Index                                100      103       119       161       193       160
           NAREIT Mortgage Index                              100      76        124       187       194       137
           S&P 500 Index                                      100      101       139       171       228       294

</TABLE>


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 1998, the  Non-Employee
Trustees  did not  receive  an annual  retainer  but did  receive  $250 for each
regular and special meetings of the Board of Trustees attended.

     In addition,  the Non-Employee  Trustees are eligible to participate in the
Trust's  1997 Stock  Option and  Incentive  Plan (the  "1997  Incentive  Plan").
Pursuant  to the 1997  Incentive  Plan,  in fiscal  1998,  the Board of Trustees
granted to the  Non-Employee  Trustees stock options to purchase an aggregate of
27,000 Shares,  subject to certain conditions  (including,  without  limitation,
conditions relating to vesting).  In addition,  Mr. Petersen,  James D. Ross and
Thomas B. Bender (Mr.  Bender  served as a Trustee  from January 1, 1998 through
May 4, 1998 the date of the 1998 Annual Meeting of  Shareholders)  each received
an option to  purchase  3,000  Shares.  Phill D.  Greenblatt,  Henry  Hirsch and
Gilbert H. Watts, Jr. each received an option to purchase 6,000 Shares.  Each of
these  options  was granted at a per Share  exercise  price of $4.00 and becomes
fully exercisable on June 9, 1999, the first anniversary of the grant date.



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,  1999 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.

<TABLE>                                    
<CAPTION>
                                                               SHARES
             TRUSTEES, EXECUTIVE OFFICERS                   BENEFICIALLY         PERCENT OF
                  AND 5% SHAREHOLDERS                        OWNED (1)            CLASS (2)
-------------------------------------------------------- -------------------    --------------
<S>                                                         <C>                  <C>   
Financial & Investment Management Group, Ltd.               310,758 (3)          28.23%
Paul H. Sutherland, CFP, President
417 St. Joseph Street
P.O. Box 40
Suttons Bay, MI  49682

Clifford K. Watts                                            90,000 (4)           8.18%
6565 Red Hill Road                        
Boulder, CO  80302                        

Peter D. Anzo                                               103,312 (5)           9.35%
Stephanie A. Reed                                            17,518 (6)           1.58%
Phill D. Greenblatt                                          26,505 (7)           2.40%
Henry Hirsch                                                 62,512 (8)           5.67%
Martin H. Petersen                                           93,785 (9)           8.48%
James D. Ross                                                 1,000                *
Gilbert H. Watts, Jr.                                         5,855 (10)           *
                                                           -------------                                  
All Trustees and officers as a group (7 persons)            310,487 (11)         27.65%
<FN>
-------------------------
*    Less than 1%

(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.

(2)  Percentages are calculated on the basis of 1,100,505 Shares  outstanding as
     of March 31, 1999,  together with applicable  options to purchase Shares of
     each shareholder.

(3)  Based on an Amended  Schedule  13D filed with the  Securities  and Exchange
     Commission  on or about April 20, 1999,  Financial & Investment  Management
     Group, Ltd. ("FIMG") and Paul H. Sutherland,  CFP,  President,  have shared
     dispositive and voting power with respect to all such Shares.

(4)  Based on a Schedule 13D filed with the Securities  and Exchange  Commission
     on March 2, 1998.  

(5)  Includes  5,000  Shares  that Mr.  Anzo may  acquire  upon the  exercise of
     options within 60 days of March 31, 1999.  Amounts  reported  herein do not
     include 24,785 Shares  beneficially owned by ANTS, Inc.,  ("ANTS") of which
     Mr. Anzo is a minority shareholder. Mr. Anzo expressly disclaims beneficial
     ownership  of all such  Shares and the filing of this  report  shall not be
     deemed an admission that Mr. Anzo is the beneficial owner of such Shares.

(6)  Includes  5,000  Shares  that Ms.  Reed may  acquire  upon the  exercise of
     options within 60 days of March 31, 1999.

(7)  Includes 2,500 Shares that Mr.  Greenblatt may acquire upon the exercise of
     options within 60 days of March 31, 1999.

(8)  Includes  2,500  Shares that Mr.  Hirsch may acquire  upon the  exercise of
     options within 60 days of March 31, 1999.

(9)  Includes  5,000  Shares that Mr.  Petersen may acquire upon the exercise of
     options within 60 days of March 31, 1999.  Amounts  reported  herein do not
     include 24,785 Shares beneficially owned by A&P Investors, Inc., ("A&P") of
     which Mr.  Petersen  is a  minority  shareholder.  Mr.  Petersen  expressly
     disclaims  beneficial  ownership  of all such Shares and the filing of this
     report shall not be deemed an admission that Mr. Petersen is the beneficial
     owner of such Shares.

(10) Includes  2,500  Shares  that Mr.  Watts may acquire  upon the  exercise of
     options  within  60  days  of  March  31,  1999.  Watts  may be  deemed  to
     beneficially own 3,355 Shares by virtue of his position as Managing Partner
     of Watts  Agent,  L.P.  ("Watts  LP").  Mr.  Watts and Watts LP have shared
     dispositive  and voting  power with  respect  to all such  Shares.  Amounts
     reported herein do not include 24,785 Shares beneficially owned by ANTS, of
     which Watts LP is a minority  shareholder.  Additionally,  amounts reported
     herein do not include  24,785  Shares  beneficially  owned by A&P, of which
     Watts  LP  is  a  minority  shareholder.   Mr.  Watts  expressly  disclaims
     beneficial ownership of all such ANTS and A&P Shares and the filing of this
     report  shall not be deemed an admission  that Mr. Watts is the  beneficial
     owner of such Shares.

(11) Includes  22,500  Shares  that may be  acquired  by such  persons  upon the
     exercise of options within 60 days of March 31, 1999.
</FN>
</TABLE>



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Vinings entered into management  agreements with Vinings Properties,  Inc.,
an affiliate of Mr. Anzo and Ms. Reed, to provide property  management  services
for The Thicket Apartments ("Thicket") and Windrush Apartments  ("Windrush") for
a fee equal to a percentage of gross revenues plus a fee for data processing.  A
total of $215,392 in  management  and data  processing  fees was incurred by the
Trust during 1998.  On January 1, 1999,  the Trust  entered into new  management
agreements with VIP Management, LLC, also an affiliate of Mr. Anzo and Ms. Reed,
to provide  management  services for Thicket,  Windrush and  Peachtree  Business
Center ("Peachtree") on substantially the same terms as the previous agreements.

     In addition,  as a commitment to the rebuilding of the Trust, prior to 1998
The Vinings  Group,  Inc.,  an affiliate of Mr. Anzo and Ms. Reed and the parent
corporation of Vinings Properties,  Inc.,  (collectively,  "The Vinings Group"),
provided numerous  services at no cost to the Trust relating to  administration,
acquisition,  and capital and asset advisory services. Certain direct costs paid
on the Trust's behalf were reimbursed to The Vinings Group and beginning January
1, 1998,  The Vinings  Group  charged the Trust for  certain  overhead  charges.
However,  while the Trust has been in its  initial  growth  stages,  The Vinings
Group has been  committed to  providing as many  services as possible to promote
the Trust's  growth.  A total of $45,000 was paid for 1998 to The Vinings  Group
for  shareholder  services  provided for the sole benefit of the Trust by one of
The Vinings Group's employees. In addition, a total of $105,000 was incurred for
the year ended December 31, 1998 to The Vinings Group for the  reimbursement  of
overhead  expenses,  which  includes  salaries and benefits for other  employees
hired by The Vinings Group for the benefit of the Trust.

     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,  an
independent Trustee of the Trust, 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.

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

VININGS INVESTMENT PROPERTIES TRUST
(Registrant)

By: /s/ Stephanie A. Reed
-------------------------
Name: Stephanie A. Reed
Title:Vice President, Secretary and
Treasurer

April 30, 1999