SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10 - K

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

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

                   For the fiscal year ended December 31, 2000
                                       OR
___   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                         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)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                   Yes X No___

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

Based on the average bid and asking price on March 7, 2001 the aggregate  market
value  of  the  Registrant's  common  shares  of  beneficial  interest  held  by
non-affiliates of the Registrant was $734,839.

The number of shares outstanding as of March 7, 2001 was 1,100,486.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None
<PAGE>
                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                               INDEX TO FORM 10-K
                        ----------------------------------

PART I........................................................................3
    ITEM 1   -  Business......................................................3
    ITEM 2   -  Properties....................................................6
    ITEM 3   -  Legal Proceedings.............................................7
    ITEM 4   -  Submission of Matters to a Vote of Shareholders...............7

PART II.......................................................................8
    ITEM 5   -  Market for Registrant's Shares of Beneficial Interest.........8
    ITEM 6   -  Selected Financial Information................................9
    ITEM 7   -  Management's Discussion and Analysis of Financial
                Condition and Results of Operations...........................10
    ITEM 7A  -  Quantitative and Qualitative Disclosures About Market Risk ...14
    ITEM 8   -  Financial Statements and Supplementary Data...................14
    ITEM 9   -  Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure...........................14

PART III......................................................................15
    ITEM 10 -  Directors and Executive Officers of the Registrant.............15
    ITEM 11 -  Executive Compensation.........................................17
    ITEM 12 -  Security Ownership of Certain Beneficial Owners
               and Management.................................................18
    ITEM 13 -  Certain Relationships and Related Transactions.................21

PART IV.......................................................................23
    ITEM 14 -  Exhibits, Financial Statements and Schedule and
               Reports on Form 8-K............................................23

Signatures ...................................................................27
<PAGE>

This Form 10-K contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. The Trust's actual results could differ materially from those projected
in the  forward-looking  statements.  Certain  factors  that might  cause such a
difference  are set forth in the section  entitled  "Certain  Factors  Affecting
Future  Operating   Results,"  in  the  relevant   paragraphs  of  "Management's
Discussion and Analysis of Results of Operations and Financial  Condition,"  and
elsewhere in this report.

                                     PART I

ITEM 1 - BUSINESS

General Development of Business
-------------------------------

Vinings Investment  Properties Trust ("Vinings" or the "Trust") was organized on
December  7, 1984 as a mortgage  real estate  investment  trust  ("REIT")  whose
original plan was to liquidate within  approximately  ten years. On February 28,
1996,  Vinings Investment  Properties,  Inc. completed a tender offer to acquire
control of the Trust in order to rebuild  Vinings'  assets by expanding into the
multifamily  real  estate  markets  through  the  acquisition  of  garden  style
apartment communities that are leased to middle-income residents.

Vinings  currently  conducts all of its operations  through  Vinings  Investment
Properties, L.P. (the "Operating Partnership"),  a Delaware limited partnership.
As of December 31, 2000, the Trust was the sole 1% general  partner and a 92.72%
limited partner in the Operating  Partnership,  controlling 80.94% of the common
partnership  interests and 100% of the preferred partnership interests (See Note
5 to Vinings' December 31, 2000 Consolidated Financial Statements.)

On April 29, 1999, the Operating  Partnership  offered, in a private transaction
pursuant to a Securities Purchase Agreement (the "Purchase Agreement"), Series A
Convertible  Preferred  Partnership Units (the "Preferred Units"),  the proceeds
from which were used to acquire thirteen multifamily communities  (collectively,
the "Portfolio  Properties")  from seventeen  limited  partnerships  and limited
liability  companies.  Eight  of  the  Portfolio  Properties  (the  "Mississippi
Properties")  were purchased  through  subsidiary  partnerships of the Operating
Partnership.  The remaining Portfolio  Properties were purchased through a joint
venture structure. (See Notes 3 and 4 to Vinings' December 31, 2000 Consolidated
Financial  Statements.) A total of 1,988,235  Preferred Units were issued for an
aggregate  purchase price of $8,450,000.  Effective  April 1, 2000,  100% of the
Preferred  Units were  exchanged for an  equivalent  number of shares of a newly
created  class of  preferred  shares of  beneficial  interest in Vinings  having
substantially the same rights, preferences and privileges as the Preferred Units
(the "Preferred Shares"). (See Note 5 to Vinings' December 31, 2000 Consolidated
Financial Statements.)

Vinings  currently  owns,  through  wholly  owned  subsidiaries,  ten  apartment
communities totaling 1,520 units and a 75,000 square foot, single story business
park. In addition, Vinings holds a 20% interest in and is the general partner of
an  unconsolidated  joint venture  formed as a limited  partnership  (the "Joint
Venture"),  which owns through subsidiary partnerships five additional apartment
communities  totaling  968 units.  (See Note 4 to  Vinings'  December  31,  2000
Consolidated  Financial Statements.) At December 31, 2000, the average occupancy
of Vinings' portfolio was 90%.

Effective  March 1, 2000,  628,927  common shares of Vinings were purchased in a
privately negotiated transaction by the officers, one of their affiliates and an
affiliate of one of the Trustees from a limited  number of  shareholders,  which
included  three of the  Trustees  and  certain of their  affiliates  (the "Stock
Transaction").  In  connection  with the Stock  Transaction,  the three  selling
Trustees--James D. Ross, Martin H. Petersen and Gilbert H. Watts,  Jr.--resigned
from the Board of Trustees.
<PAGE>
As a result of the Stock Transaction, fewer than five shareholders own in excess
of 50% of the equity in Vinings.  On March 15, 2000, the Board of Trustees voted
to waive the ownership limitations in Vinings' Declaration of Trust with respect
to  shareholders  acquiring  shares  in the  Stock  Transaction  as well as with
respect to certain  holders of Preferred  Units who acquired  Preferred  Shares.
Effective July 1, 2000, Vinings no longer qualifies as a REIT for federal income
tax  purposes  and will be  taxed  as a  corporation.  (See  Note 2 to  Vinings'
December 31, 2000 Consolidated Financial Statements.)

Vinings'  executive  offices are  located at 2839 Paces Ferry Road,  Suite 1170,
Atlanta, Georgia 30339, and its phone number is (770) 984-9500.


Financial Information About Industry Segments
---------------------------------------------

Vinings'  operations and  identifiable  long-term assets have been attributed to
the real estate  industry for the entirety of its existence.  While  investments
prior to the tender offer were  primarily  mortgage  loans,  currently  Vinings'
assets  are equity  investments.  Management  plans to  continue  making  equity
investments  in the  multifamily  real  estate  markets  from  time to time when
attractive opportunities arise.


Narrative Description of Business
---------------------------------

Vinings'  primary  objective is to continue to expand into the multifamily  real
estate markets  through the  acquisition of garden style  apartment  communities
that are leased to middle-income residents. The middle-income resident is a more
stable and broader based market, often referred to as "the renter by necessity."
Management  believes that middle market properties provide greater potential for
appreciation  through increased  revenues and cash flows than the more expensive
high-end apartment communities, which cater to "the renter by choice."

Management  believes that these investments will provide  attractive  sources of
income to  Vinings,  which  will not only  provide  cash  available  for  future
distributions,  but will increase the value of Vinings' real estate portfolio as
well.

In the past,  Vinings has reviewed each real estate  investment in its portfolio
on a quarterly  basis.  Management  plans to continue  this review as well as to
carefully review each acquisition to insure that Vinings makes sound investments
on behalf of its shareholders. In this regard, Vinings' Board has established an
Acquisition  Committee that must review and approve each  potential  acquisition
based on certain  investment  criteria  before it is  presented to the Board for
final approval.


Growth and Expansion Strategy
-----------------------------

Management  intends to implement its growth and expansion  strategy by targeting
properties  that have been under managed and/or under  maintained,  and purchase
such properties at prices which are below  replacement  cost.  Through strategic
value added and return  oriented  capital  improvements  and intensive  property
management,  the Trust  believes  that cash  flow,  and in turn  value,  will be
increased.  These  properties  may be  acquired  either for cash,  through  debt
financing,  in exchange  for shares of  beneficial  interest in the Trust or for
units of  limited  partnership  interest  in its  Operating  Partnership  or any
combination  thereof.  In addition,  the Trust may seek to raise capital through
private offerings for specific  acquisitions or may seek to grow through mergers
or combinations  with other real estate companies whose objectives and goals are
similar to its own.

<PAGE>
Competition
-----------

Vinings  competes  with a  number  of  housing  alternatives  for its  residents
including  other  multifamily  communities and single family homes available for
rent as well as purchase.  This competition varies greatly from market to market
depending  on the  location  of  each  community  and  the  alternative  housing
available in that  particular  area. This  competition  could have an effect not
only on the Trust's ability to lease rental units but also on the rents charged.

Vinings also competes with other investors for potential acquisitions, including
REITs as well as other  private  real estate  companies,  some of which may have
greater  resources  with  which  to  purchase  projects  that the  Trust  may be
interested  in acquiring.  Vinings also  competes  with these  companies for its
sources of equity,  whether from the public  markets or from private  investors,
which  could  have an impact on  Vinings'  ability to  acquire  property  in the
future.


Advisory and Property Management Services
-----------------------------------------

On  January  1,  1999,  Vinings  entered  into  management  agreements  with VIP
Management,  LLC  ("VIP"),  an affiliate of the officers of Vinings who are also
Trustees,  to provide  property  management  services for a fee equal to varying
percentages  ranging  from three and one half to six percent of gross  revenues,
plus a fee for data  processing.  Effective  January 1, 2000, the management fee
percentages were reduced to three and one half percent on all of the multifamily
communities.  Prior to January 1, 1999,  Vinings  had  entered  into  management
agreements with Vinings  Properties,  Inc., also an affiliate of the officers of
Vinings  who are also  Trustees,  to provide  property  management  services  on
substantially the same terms as the current agreements.

In addition,  as a commitment to the  rebuilding  of Vinings,  prior to 1998 The
Vinings  Group,  Inc.,  the  parent  corporation  of  Vinings  Properties,  Inc.
(collectively  with VIP, "The Vinings Group"),  provided numerous services at no
cost to Vinings relating to administration,  acquisition,  and capital and asset
advisory services.  Certain direct costs paid on Vinings' behalf were reimbursed
to The Vinings Group.  Beginning  January 1, 1998, The Vinings Group has charged
Vinings for certain  overhead  charges.  Beginning August 1, 1999, the Trust has
also paid for its  pro-rata  share of rent,  administrative  and other  overhead
charges,  which include  reimbursing The Vinings Group for a pro-rata portion of
salaries and benefits for the officers and other employees providing services to
Vinings.  Effective July 1, 2000, Vinings restructured its relationship with VIP
such that VIP will  administer  the Trust for an advisory fee equal to 1 1/2% of
gross revenues,  including the revenues from the Joint Venture  Properties.  The
advisory fee is in lieu of reimbursing VIP for all overhead,  salaries and other
indirect costs attributable to the Trust's operations.


Employees
---------

Vinings does not currently hire its own employees, as The Vinings Group has been
providing  services to the Trust as described  above.  In connection  with these
services  the Trust paid to The  Vinings  Group  during  fiscal  2000 a total of
$328,933.  In addition,  The Vinings Group, as managing agent,  provides on-site
property  management  services for the Trust.  At December  31,  2000,  Vinings,
through its managing  agent,  had engaged 38 associates  who  performed  on-site
management  services for the communities and were paid with funds generated from
the properties.


Environmental Policy
--------------------
Investments in real property create a potential for  environmental  liability on
the part of the Trust.  Owners of real property may be held liable for all costs
and liabilities  relating to hazardous  substances  present on or emanating from
their properties.  Current management  assesses on an as needed basis,  measures
that may need to be taken to comply with environmental laws and regulations.  In
the event that there is  potential  environmental  responsibility,  the costs to
comply with  environmental laws and regulations would be estimated at that time.
At  December  31,  2000,  Vinings was not aware of any  potential  environmental
contamination relating to investments in its portfolio.

<PAGE>
ITEM 2 - PROPERTIES

As of December 31, 2000, Vinings directly owned ten apartment  communities and a
single-story  business park,  Peachtree  Business  Center  ("Peachtree").  While
Vinings  still  owns  Peachtree,  it  intends  to  continue  investing  only  in
multifamily  communities.  Vinings'  directly owned real estate  investments are
summarized below by property:


OWNED PROPERTIES                 Date        No.        Amount of  Occupancy at
                               Acquired     Units      Investment    12/31/00
                               --------     -----      ----------  ------------
Cottonwood Apartments          05/01/99      120      $ 4,771,434       98%
Delta Bluff Apartments         05/01/99      152        6,932,190       80%
Foxgate Apartments             05/01/99      160        7,294,638       98%
Hampton House Apartments       05/01/99      128        5,692,691       81%
Heritage Place Apartments      05/01/99       80        3,215,464       95%
Northwood Place Apartments     05/01/99      136        5,573,285       80%
River Pointe Apartments        05/01/99      152        6,946,478       97%
Trace Ridge Apartments         05/01/99      136        5,305,769       89%
The Thicket Apartments         06/28/96      254        7,393,891       93%
Windrush Apartments            12/19/97      202        7,246,917       91%
Peachtree Business Center      04/12/90      N/A        2,101,094       84%
                                          -------    ------------     ------
Totals                                     1,520      $62,473,851       90%
                                          =======    ============     ======


In addition,  as of December 31,  2000,  Vinings was the general  partner of and
owned a 20%  interest  in an  unconsolidated  Joint  Venture,  which  owned five
apartment communities summarized as follows:


JOINT VENTURE PROPERTIES         Date        No.        Amount of  Occupancy at
                               Acquired     Units      Investment    12/31/00
                               --------     -----      ----------  ------------
Bradford Place Apartments      05/01/99      240      $10,925,054       83%
Cambridge  Apartments          05/01/99      120        5,615,672       72%
The Landings Apartments        05/01/99      120        6,056,638       79%
Riverchase Apartments          05/01/99      280       14,001,736       85%
Southwind Apartments           05/01/99      208        8,277,594       85%
                                          -------    ------------     ------
Totals                                       968      $44,876,694       82%
                                          =======    ============     ======

<PAGE>

The above  investment  amounts are net of accumulated  depreciation.  All of the
properties  are  encumbered by fixed rate mortgage  loans,  except for Peachtree
Business  Center,  which  serves as  security  for the line of  credit.  Vinings
incorporates  herein by  reference  the  description  of owned real  property on
Schedule III and the notes thereto.


ITEM 3 - LEGAL PROCEEDINGS

None of Vinings'  properties  are presently  subject to any material  litigation
nor, to Vinings' knowledge,  is any material  litigation  threatened against the
Trust or any of its  properties,  other  than  routine  actions  or  claims  and
administrative  proceedings arising in the ordinary course of business.  Some of
these claims are expected to be covered by insurance,  all of which collectively
are not expected to have a material  adverse  effect on the business,  financial
condition, or results of operations of Vinings.


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

No matters  were  submitted  to a vote of the  Trust's  shareholders  during the
fourth quarter of fiscal 2000.


<PAGE>
                                     PART II

ITEM 5 - MARKET FOR REGISTRANT'S COMMON SHARES OF BENEFICIAL INTEREST

Stock Quotation
---------------

Vinings'  common  shares of  beneficial  interest  are  currently  traded on the
over-the-counter  Bulletin Board under the symbol "VIPIS." On March 8, 2001, the
closing   sale  price  for   Vinings'   common   shares,   as  reported  on  the
over-the-counter Bulletin Board, was $ 2.375 per share.


Market Information
------------------

The high and low sales prices for each  quarterly  period during fiscal 2000 and
fiscal  1999,  which  reflect  inter-dealer  prices,   without  retail  mark-up,
mark-down or commission and may not necessarily  represent actual  transactions,
are as follows:

                           -------------------      ---------------------
                                  2000                      1999
                           -------------------      ---------------------
QUARTER ENDED               HIGH        LOW           HIGH        LOW
                          -------     -------       -------     -------
March 31                     5         3 3/8         4 5/16      3 1/2
June 30                    3 1/2       2 1/2          4 3/8     3 9/16
September 30                 3         1 7/8          4 3/8        4
December 31                2 1/2      1 15/16         4 5/8        4


Dividends
---------

For fiscal year 1999, the Trust declared cash  distributions per common share as
shown  below.  Vinings did not declare or pay any cash  distributions  on common
shares  during  fiscal  2000.  For  a  discussion  of  the  federal  income  tax
consequences of these  distributions,  refer to Note 8 of Vinings'  December 31,
2000,  Consolidated  Financial Statements.  Vinings intends to pay distributions
when operating cash flow permits.

                  --------------   --------------    ----------
                       RECORD          PAYMENT        DIVIDEND
                        DATE            DATE           AMOUNT
                  --------------   --------------    ----------
                      8/16/99          9/1/99          $0.05
                     11/26/99         12/8/99          $0.05


Sales of Unregistered Securities
--------------------------------

On April 29,  1999,  the  Operating  Partnership  offered  Preferred  Units in a
private  transaction.  A total of 1,988,235  Preferred  Units were issued for an
aggregate  purchase price of $8,450,000.  The securities were issued in reliance
on the exemption in Section 4(2) of the Securities  Act. The Trust is relying on
the exemption in Section 4(2) based upon factual  representations  received from
the acquirors of such  securities.  Effective  April 1, 2000 the Preferred Units
were  exchanged  for  Preferred  Shares.  The  holders of  Preferred  Shares are
entitled to receive cumulative  preferential cash distributions at the per annum
rate of $0.4675 per Preferred Share. Under certain circumstances, the holders of
Preferred  Shares may  convert  any part or all of such  Preferred  Shares  into
common  shares  of  Vinings.  As of  December  31,  2000,  a total of  1,988,235
Preferred Shares were  outstanding.  (See Note 5 to Vinings'  December 31, 2000,
Consolidated Financial Statements.)


Holders
-------
Vinings had 662 holders of record of its common shares of beneficial interest as
of March 8, 2001.
<PAGE>

ITEM 6 - SELECTED FINANCIAL DATA

The following  table sets forth selected  financial  information for Vinings and
should be read in  conjunction  with  "Management's  Discussion  and Analysis of
Financial Condition and Results of Operations," as well as Vinings' December 31,
2000 Consolidated  Financial  Statements,  which are made a part of this report.
All share and per share  information  have been  restated to reflect the 1-for-8
reverse share split on July 1, 1996.
<TABLE>
<CAPTION>
                                                                    For the year ended December 31,
                                               ------------------------------------------------------------------------
                                                   2000           1999           1998           1997          1996
                                               -------------  -------------  -------------  ------------- -------------

<S>                                            <C>             <C>            <C>            <C>           <C>
Revenues                                       $ 11,770,199    $ 9,341,144    $ 4,102,003    $ 2,478,824   $ 1,796,917
Expenses                                         12,664,437      9,898,237      3,998,110      3,146,005     2,580,195
                                               -------------  -------------  -------------  ------------- -------------
Income (loss) before loss on
  real estate investments                          (894,238)      (557,093)       103,893       (667,181)     (783,278)
Loss on real estate investments                         -              -              -              -         (26,800)
                                               -------------  -------------  -------------  ------------- -------------

Income (loss) before equity in loss of unconsolidated
   Joint Venture and minority interests            (894,238)      (557,093)       103,893       (667,181)     (810,078)

Equity in loss of unconsolidated Joint Venture     (220,452)      (137,366)           -              -             -
                                               -------------  -------------  -------------  ------------- -------------

Income (loss) before minority interests          (1,114,690)      (694,459)       103,893       (667,181)     (810,078)

Less Minority interests in Operating Partnership:
    Preferred partnership interests                (336,758)      (903,344)           -              -             -
    Common partnership interests                    394,020        288,553        (18,900)         5,464           -
                                               -------------  -------------  -------------  ------------- -------------

Net income (loss)                                (1,057,428)    (1,309,250)        84,993       (661,717)     (810,078)
                                               -------------  -------------  -------------  ------------- -------------

    Distributions to preferred shareholders         697,125            -              -              -             -
    Accretion to preferred shareholders              33,144            -              -              -             -
                                               -------------  -------------  -------------  ------------- -------------

Net income (loss) available to common
    shareholders                                 (1,787,697)  $ (1,309,250)      $ 84,993    $  (661,717)  $  (810,078)
                                               =============  =============  =============  ============= =============

Net income (loss) per share - basic and diluted     $ (1.62)       $ (1.19)        $ 0.08        $ (0.61)      $ (0.75)
                                               =============  =============  =============  ============= =============

Weighted average shares outstanding - basic       1,100,490      1,100,501      1,090,701      1,080,513     1,080,528
                                               =============  =============  =============  ============= =============

Weighted average shares outstanding - diluted     1,343,036      1,343,036      1,336,391      1,089,435     1,080,528
                                               =============  =============  =============  ============= =============


Dividends declared and paid:
Ordinary income                                       $ -         $   -             $ -            $ -       $    -
Return of capital                                       -           0.10              -              -         16.88
                                               -------------  -------------  -------------  ------------- -------------
Total dividends declared and paid                     $ -         $ 0.10            $ -            $ -       $ 16.88
                                               =============  =============  =============  ============= =============


Total assets                                   $ 66,901,276   $ 69,114,314    $19,148,178    $18,989,558   $11,519,469
                                               =============  =============  =============  ============= =============
Shareholders' equity                           $  8,087,418   $  1,007,617    $ 2,426,972    $ 2,268,803   $ 2,232,548
                                               =============  =============  =============  ============= =============
</TABLE>
<PAGE>

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Overview
--------

Vinings Investment  Properties Trust ("Vinings" or the "Trust") was organized on
December  7, 1984 as a mortgage  real estate  investment  trust  ("REIT")  whose
original plan was to liquidate within  approximately  ten years. On February 28,
1996,  Vinings Investment  Properties,  Inc. completed a tender offer to acquire
control  of the Trust and to  rebuild  Vinings'  assets  by  expanding  into the
multifamily  real  estate  markets  through  the  acquisition  of  garden  style
apartment communities that are leased to middle-income residents. Effective July
1, 2000,  Vinings no longer  qualifies as a REIT for federal income tax purposes
and will be taxed as a corporation.

Vinings  currently  conducts all of its operations  through  Vinings  Investment
Properties,  L.P. (the  "Operating  Partnership").  As of December 31, 2000, the
Trust  was the sole 1%  general  partner  and a 92.72%  limited  partner  in the
Operating  Partnership,  controlling 80.94% of the common partnership  interests
and 100% of the preferred partnership  interests.  (See Note 5 Vinings' December
31, 2000 Consolidated Financial Statements.)

The following  discussion and analysis of the financial condition and results of
operations  should be read in  conjunction  with the  accompanying  consolidated
financial statements of Vinings and the notes thereto.


Results of Operations
---------------------

Comparison of Operating Results of 2000 to Operating Results of 1999
--------------------------------------------------------------------

Rental and other property revenues increased $2,392,204, or 26%, from $9,309,207
to $11,701,411  due primarily to the revenues  generated in connection  with the
Trust's ownership of the Mississippi  Properties for twelve months during fiscal
year ended  December 31, 2000  ("Fiscal  2000")  versus only eight months during
fiscal year end December 31, 1999 ("Fiscal 1999"). The revenues at Windrush also
increased slightly during Fiscal 2000.

Interest and other income increased  $36,851,  or 115%, from $31,937 to $68,788.
This  increase  was due  primarily  to interest  earned on  replacement  reserve
accounts.

Property operating and maintenance  expense increased by $926,825,  or 26%, from
$3,613,379 to $4,540,204  due primarily to the expenses  generated in connection
with the Trust's  ownership  of the  Mississippi  Properties  for twelve  months
during  Fiscal  2000 versus  only eight  months  during  Fiscal  1999.  Property
operating and maintenance  expenses decreased  slightly at Peachtree,  Windrush,
and Thicket.

Depreciation and amortization  increased by $547,062, or 32%, from $1,713,513 to
$2,260,575.  This  increase  is  due  primarily  to  depreciation  generated  in
connection with Vinings' ownership of the Mississippi  Properties for the twelve
months during Fiscal 2000 versus only eight months during Fiscal 1999. There was
also a slight increase in  depreciation  for Windrush and Thicket due to capital
improvements.

Amortization  of deferred  financing  costs  increased by $5,253,  or 10%,  from
$50,398 to $55,651,  due to costs incurred in connection with the refinancing of
the line of credit.

Interest expense  increased  $1,333,281,  or 35%, from $3,832,518 to $5,165,799,
due primarily to the mortgage  interest  generated in  connection  with Vinings'
ownership of the  Mississippi  Properties  for twelve  months during Fiscal 2000
versus only eight months during  Fiscal 1999. In addition,  interest on Vinings'
line of credit  increased  due to the  increase in the prime rate  during  2000.
Windrush and Thicket had slight  decreases in interest  expense due to principal
amortization.
<PAGE>
General and administrative  expense decreased  $46,221,  or 7%, from $688,429 to
$642,208.  This  decrease  consists  of: (1)  corporate  communications  expense
totaling $21,285;  (2) professional  fees totaling  $18,364;  (3) office expense
totaling  $15,080;  (4) trustee  expense  totaling  $17,638;  (5) travel expense
totaling $5,892;  and (6) investor  relations  expense  totaling  $3,175.  These
decreases  are offset by an increase of $36,829 in payments  made to The Vinings
Group for advisory fees and overhead allocations.

Vinings had a loss before  equity in loss of  unconsolidated  Joint  Venture and
minority  interests  of  $894,238  for Fiscal  2000,  as  compared  to a loss of
$557,093  for Fiscal 1999,  representing  an  increased  loss of  $337,145.  The
majority  of this  increase  is due to the loss  generated  in  connection  with
Vinings' ownership of the Mississippi Properties for twelve months during Fiscal
2000 versus only eight months during Fiscal 1999.

Vinings  had equity in loss of  unconsolidated  Joint  Venture of  $220,452  for
Fiscal 2000 as compared to a loss of $137,366  for Fiscal 1999.  This  increased
loss is due to the Trust's equity ownership in the unconsolidated  Joint Venture
for twelve  months  during  Fiscal 2000 versus only eight months  during  Fiscal
1999.  (See  Note  4  to  Vinings'  December  31,  2000  Consolidated  Financial
Statements.)

The minority  interest of common  partnership  interests  for Fiscal 2000 totals
($394,020),  as compared to ($288,553) for Fiscal 1999. The minority interest of
preferred  partnership  interests for Fiscal 2000 of ($336,758)  represents  the
accrued  preferred  11%  return  on the  Preferred  Units  for  three  months of
($232,375)  and the  accrued  pro  rata  liquidation  preference  of  $0.21  per
Preferred Unit for three months of ($104,383)  versus ($623,341) and ($280,003),
respectively,  for Fiscal 1999. The Preferred  Units were converted to Preferred
Shares on April 1, 2000. (See Note 5 to Vinings'  December 31, 2000 Consolidated
Financial Statements.)


Comparison of Operating Results of 1999 to Operating Results of 1998
--------------------------------------------------------------------

Total revenues increased $5,239,141 or 128%, from $4,102,003 to $9,341,144,  due
primarily to the fact that Vinings  continued its growth and expansion  with the
acquisition of the Mississippi Properties on May 1, 1999.

Rental  and  other  property  revenues  increased  $5,209,287,   or  127%,  from
$4,099,920  to  $9,309,207.  $5,123,614 of this increase was due to the revenues
generated in connection with the Trust's ownership of the Mississippi Properties
for the eight  months  ended  December  31,  1999,  which  were not in  Vinings'
portfolio  during 1998.  There were also  increases  to Windrush  and  Thicket's
rental and other property revenues of $56,616 and $26,068, respectively.

Interest  and other  income  increased  $29,854  from  $2,083 to  $31,937.  This
increase was due primarily to interest  earned on earnest money deposits held in
escrow in connection  with the acquisition of the  Mississippi  Properties,  and
interest earned on replacement reserve accounts.

Property  operating and maintenance  expense  increased by $1,961,172,  or 119%,
from $1,652,207 to $3,613,379. Of this increase,  $2,037,188 was due to expenses
generated in connection with the Trust's ownership of the Mississippi Properties
for the eight  months  ended  December  31,  1999,  which  were not in  Vinings'
portfolio  during  1998.  This  increase  was offset by  decreases  in operating
expenses  totaling  $76,016,  of which  $47,651 was due  primarily to savings in
Thicket's  cable TV expense and salary and benefits  expense and $23,736 was due
to reduced maintenance expense, utilities and commissions at Peachtree.
<PAGE>
Depreciation and amortization increased by $1,065,753, or 165%, from $647,760 to
$1,713,513.  This  increase  is  due  primarily  to  depreciation  generated  in
connection  with the Trust's  ownership of the  Mississippi  Properties  for the
eight months  ended  December  31,  1999,  which were not in Vinings'  portfolio
during 1998. There was a slight increase in Windrush and Thicket's  depreciation
due to capital additions.

Amortization  of deferred  financing  costs  increased by $19,495,  or 63%, from
$30,903 to $50,398,  due to costs incurred in connection with the refinancing of
the line of credit.

Interest expense increased  $2,503,241,  or 188%, from $1,329,277 to $3,832,518,
due primarily to the mortgage interest  generated in connection with the Trust's
ownership of the Mississippi  Properties for the eight months ended December 31,
1999,  which  were not in the  Vinings'  portfolio  during  1998.  In  addition,
interest  on  Vinings'  line of credit  decreased  slightly  due to the  reduced
balance on the line of credit  during  fiscal  1999.  Windrush  and  Thicket had
slight decreases in interest expense due to principal amortization.

General and administrative  expense increased $89,556,  or 15%, from $598,873 to
$688,429.  This  increase  consists  of: (1)  overhead  allocations  paid to The
Vinings Group totaling $58,902;  (2) accounting and audit fees totaling $45,624;
(3) office expense totaling $23,750;  (3) legal expense totaling $7,769; and (4)
trustee  expense  totaling  $5,866.  These increases are offset by the following
decreases:  (1) abandoned project expense totaling  $34,531;  (2) travel expense
totaling $11,285; and (3) investor relations expense totaling $5,866.

The Unusual item, net totaling  ($260,910) in 1998,  relates to costs  incurred,
net  of  settlement  proceeds,   in  connection  with  litigation  involving  an
acquisition in which the seller breached its contract with the Trust. There were
no costs incurred in this regard during 1999.

Vinings had a loss before  equity in loss of  unconsolidated  Joint  Venture and
minority  interests  of  $557,903  for Fiscal  1999,  as  compared  to income of
$103,893 for Fiscal 1998  representing  a decrease of $661,796.  The majority of
this  decrease  is due to the loss  generated  in  connection  with the  Trusts'
ownership of the Mississippi  Properties for the eight months ended December 31,
1999, which were not in the Vinings' portfolio during 1998.

Vinings  had equity in loss of  unconsolidated  Joint  Venture of  $137,366  for
Fiscal  1999.  This  loss  is  due  to  the  Trust's  equity  ownership  in  the
unconsolidated Joint Venture for the eight months ended December 31, 1999, which
was not held by Vinings' portfolio during 1998. (See Note 4 to Vinings' December
31, 1999 Consolidated Financial Statements.)

The minority  interest of common  partnership  interests  for Fiscal 1999 totals
($288,553),  as compared to ($18,900) for Fiscal 1998. The minority  interest of
preferred  partnership  interests represents the accrued preferred 11% return on
the Preferred Units ($623,341) and the accrued pro rata  liquidation  preference
of $0.21 per Preferred Unit  ($280,003) for Fiscal 1999. The Preferred Units had
not been issued during Fiscal 1998 (See Note 5).


Liquidity and Capital Resources
-------------------------------

Net cash  provided by operating  activities  decreased  $510,797,  or 45%,  from
$1,139,090  for Fiscal  1999 to  $628,293  for Fiscal  2000.  This change is due
primarily to the increased  distributions paid to the holders of Preferred Units
made by the Operating  Partnership.  The  distributions  paid during Fiscal 2000
were for a nine  month  period  from July 1, 1999 to March 31,  2000,  while the
distributions  paid during  Fiscal 1999 were for a three month period from April
1, 1999 to June 30, 1999.
<PAGE>
Net cash used in investing  activities  decreased $7,853,784 from $8,149,185 for
Fiscal 1999 to $295,401 for Fiscal 2000.  This  decrease is due primarily to the
cash  invested  in  Vinings'  purchase  of the  Mississippi  Properties  and its
interest in the Joint Venture during Fiscal 1999.

Net cash used by financing  activities was $435,135 for Fiscal 2000, as compared
to net cash provided by investing activities of $7,768,008 for Fiscal 1999. This
difference  is due  primarily  to  the  issuance  of  Preferred  Units  totaling
$8,450,000  during  Fiscal 1999. In addition,  principal  repayments on mortgage
notes payable  increased $75,069 from Fiscal 1999 to Fiscal 2000 due to Vinings'
ownership of the  Mississippi  Properties  for twelve  months during Fiscal 2000
versus only eight months  during  Fiscal 1999.  Proceeds of $149,990  were drawn
from the Trust's line of credit during Fiscal 2000 versus repayments of $285,000
during  Fiscal 1999.  Distributions  totaling  $232,376  were paid to holders of
Preferred Shares during Fiscal 2000 versus distributions  totaling $110,042 paid
to common shareholders during Fiscal 1999.

The cash held by Vinings at December 31, 2000,  plus the cash flow from Vinings'
assets,  is expected to provide  sources of liquidity  to allow  Vinings to meet
current  operating  obligations  excluding  the  distributions  on the Preferred
Shares. While Vinings has been able to pay currently the preferred distributions
from the  Trust's  cash flow,  Vinings  may not have  sufficient  cash flow from
operations to make future  distributions on the Preferred Shares without drawing
on the line of  credit.  For more  information  regarding  the  Trust's  line of
credit,  see  Note  6 to  Vinings'  December  31,  2000  Consolidated  Financial
Statements.  This is due to a slight  decline in  occupancy  at the  Mississippi
Properties and the less than anticipated  distributions  from the Joint Venture.
However,  Vinings continues its efforts to increase revenues as well as decrease
its general and administrative expenses. There can be no assurance however, that
sufficient cash flow will be generated from the Trust's operations. In addition,
management  plans to continue ongoing  discussions  with capital  sources,  both
public and private,  as well as explore financing  alternatives,  so as to allow
the Trust to continue to grow its income producing investments.


Recent Accounting Pronouncements
--------------------------------

On June 15,  1998,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial  Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging  Activities"  (FAS 133). FAS 133, as amended by FAS 137,
"Deferral  of the  Effective  Date of FAS  133,"  is  effective  for all  fiscal
quarters of all fiscal years  beginning  after June 15,  2000.  FAS 133 requires
that all  derivative  instruments be recorded on the balance sheet at their fair
value.  Changes in the fair value of  derivatives  are  recorded  each period in
current  earnings  or  other  comprehensive  income,   depending  on  whether  a
derivative is designated as part of a hedge  transaction  and, if it is the type
of hedge transaction. The adoption of FAS 133 will not have a significant effect
on the Company's results of operations or its financial position.

On December 3, 1999, The Securities and Exchange  Commission  (SEC) issued Staff
Accounting  Bulletin  No. 101 (SAB 101),  Revenue  Recognition,  which  provides
guidance  on  the  recognition,  presentation,  and  disclosure  of  revenue  in
financial statements. SAB 101 is required to be implemented in the fourth fiscal
quarter of 2000.  SAB 101 will not have a  significant  effect on the  Company's
results of operations or its financial position.


Other Matters
-------------

This Form 10-K contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Vinings' actual results could differ materially from those set forth in
the  forward-looking  statements.  Certain  factors  that  might  cause  such  a
difference  include  the  following:   the  inability  of  Vinings  to  identify
properties  for  acquisition;  the  inability  of Vinings to continue to acquire
properties in the future; the less than satisfactory performance of any property
which might be acquired by Vinings;  the inability to access the capital markets
in order to fund Vinings' growth and expansion strategy;  the cyclical nature of
the real estate  market  generally and locally in Georgia,  Mississippi  and the
surrounding  southeastern  states;  the  national  economic  climate;  the local
economic  climate  in  Georgia,  Mississippi  and the  surrounding  southeastern
states; the local real estate conditions and competition in Georgia, Mississippi
and the surrounding  southeastern states; and the ability of Vinings to generate
sufficient  cash  flow or  borrow  funds  to pay the full  distributions  on the
Preferred  Shares.  There can be no assurance that, as a result of the foregoing
factors,  Vinings' growth and expansion  strategy will be successful or that the
business and operations of Vinings will not be adversely affected thereby.
<PAGE>
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Vinings is exposed to market  risk from  changes in  interest  rates,  which may
adversely affect its financial  position,  results of operations and cash flows.
In seeking  to  minimize  the risks from  interest  rate  fluctuations,  Vinings
manages  exposures  through  its regular  operating  and  financing  activities.
Vinings  does not use  financial  instruments  for trading or other  speculative
purposes.  Vinings  is exposed  to  interest  rate risk  primarily  through  its
borrowing  activities,  which are  described in Note 6 to Vinings'  December 31,
2000 Consolidated  Financial  Statements.  All of Vinings'  borrowings are under
fixed rate  instruments,  except the line of credit,  which is at prime plus 1%.
However,  Vinings has determined  that there is no material market risk exposure
to its consolidated financial position,  results of operations or cash flows due
to changes in interest  rates  because of the fixed rate nature of its long-term
debt.

The following table presents  principal  reductions and related weighted average
interest rates by year of expected  maturity for Vinings' debt obligations as of
December 31, 2000:
<TABLE>
<CAPTION>
                                                                                            Fair Value
                                                                          There-             December
(In Thousands)                 2001     2002     2003      2004    2005    after    Total    31, 2000
-------------------------------------------------------------------------------------------------------
<S>                            <C>      <C>      <C>       <C>     <C>    <C>      <C>       <C>

Principal Reductions
  In Mortgage Notes            $  362  $393    $7,315     $367    $399   $45,906   $54,742    $54,742

Average Interest Rates         8.63%   8.63%    8.63%     8.58%   8.58%   8.58%     8.63%      8.63%

Line Of Credit                $1,865    -        -         -       -       -       $ 1,865    $ 1,865

Interest Rate                   9.50%   -        -         -       -       -       9.50%      9.50%
-------------------------------------------------------------------------------------------------------

</TABLE>


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated  financial  statements and supplementary  data are listed under
Item 14(a) and filed as part of this report on the pages indicated.


ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

The  information  required by this Item 9 was  previously  reported in a Current
Report on Form 8-K filed with the Securities and Exchange Commission on February
23, 2000 and is incorporated herein by reference.
<PAGE>
                                    PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information Regarding Trustees

Set forth below is certain  information  regarding  the current five Trustees of
Vinings 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
                 John A. Christy                   2000
                 Phill D. Greenblatt               1996
                 Henry Hirsch                      1996

Peter D. Anzo, age 47, has been Chief Executive Officer,  President and Chairman
of the Board of Trustees  since 1996. He has also been Chief  Executive  Officer
and a director of The Vinings Group,  Inc. and affiliates  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  of the  National  Apartment
Association ("NAA") since 1995. He has been on the Legislative  Committee of NAA
since  1991  and is the  current  Chairman.  He is  also  past  Chairman  of the
Political  Action  Committee  of  NAA.  He  has  been  past  Co-Chairman  of the
Government  Affairs Committee since 1995,  Co-Chairman of the Affordable Housing
Task Force and was 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 42, 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.  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.

John A. Christy,  age 45, has been a Trustee since May 1, 2000.  Mr.  Christy is
currently  a partner of  Schreeder,  Wheeler & Flint,  LLP, an Atlanta law firm,
where he focuses his law  practice in the areas of real estate,  litigation  and
bankruptcy.  He  graduated  from Duke  University  in 1977 and Emory  University
School of Law in 1980. Mr. Christy is a member of the Atlanta Bar Association.

Phill D.  Greenblatt,  age 55, 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  which  invests  in  multifamily,   retail  and
industrial properties in Colorado,  Arizona and Florida. 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.
<PAGE>
Henry Hirsch,  age 64, 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
$300,000,000 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 also served as a Regional Vice  President of the
National Apartment Association.


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

Listed below are the names of Vinings' executive officers. 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
-------------------------------------------------------

Vinings'  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
Vinings,  the Trust  believes  that  during  Fiscal  2000,  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 had late filings  during Fiscal 2000:  Peter D. Anzo (Form 5
for the  purchase  of  common  units  in the  Operating  Partnership);  Phill D.
Greenblatt  (Form  5 for  the  purchase  of  Preferred  Units  in the  Operating
Partnership);  Henry Hirsch  (Form 5 for the purchase of Preferred  Units in the
Operating Partnership);  Martin H. Petersen (Form 5 for purchase of common units
in the Operating  Partnership  and Form 4 for the disposition of common units in
the Operating Partnership and the disposition of common shares);  Stephanie Reed
(Form 5 for the  purchase  of  Preferred  Units in the  Operating  Partnership);
Gilbert  H.  Watts,  Jr.  (Form 5 for the  purchase  of  Preferred  Units in the
Operating  Partnership  and Form 4 for the  disposition of common  shares);  and
James D. Ross  (Form 4 for the  disposition  of  common  shares).  In  addition,
because  Vinings did not receive a Form 4 from each of Strico  Vinings,  LLC and
Lawrence  Cooper,  who are  beneficial  owners of more  than 10% of the  Trust's
shares, the Trust believes that they did not timely file these required reports,
disclosing  the  acquisition by each of them of Preferred  Units,  under Section
16(a) of the Exchange Act.
<PAGE>
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.  Vinings had
no executive officers who earned in excess of $100,000 during fiscal 2000.

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

The following table shows for the fiscal years ended December 31, 2000, 1999 and
1998 the annual  compensation paid by Vinings to the Chief Executive Officer and
the four most  highly  compensated  executive  officers  who earned in excess of
$100,000 during fiscal year 2000.

<TABLE>
<CAPTION>
                                 ANNUAL COMPENSATION                        LONG TERM COMPENSATION
                         ------------------------------------------    -----------------------------------
                                                                                AWARDS          PAYOUTS
                         ------ ------- -----------  --------------    ----------------------- -----------  ---------------
          (a)             (b)    (c)       (d)            (e)            (f)          (g)          (h)           (i)
                                                                      RESTRICTED   SECURITIES                    ALL
                                                      OTHER ANNUAL     STOCK       UNDERLYING     LTIP          OTHER
                                SALARY    BONUS       COMPENSATION      AWARD      WARRANTS/     PAYOUTS     COMPENSATION
                                                                                    OPTIONS
         Name            Year    ($)       ($)            ($)            ($)          (#)          ($)           ($)
------------------------ ------ ------- ----------- ----------------- ----------- ------------- ---------- -----------------
<S>                      <C>     <C>    <C>            <C>             <C>         <C>           <C>         <C>
Peter D. Anzo (1)        2000     -         -              -              -            -            -             -
  President, Chief       1999     -         -              -              -            -            -             -
  Executive Officer      1998     -     40,000(2)          -              -       35,000(3)         -             -
  and Chairman of
  the Board
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

     (1)  Mr. Anzo did not receive  any 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 the
          fiscal years ended December 31, 2000, 1999 or 1998.

     (2)  Represents  a bonus in the form of 10,000  common  shares  that had an
          aggregate  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.


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

No stock options were granted during fiscal 2000.


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

The following table sets forth the common shares acquired and the value realized
upon exercise of stock options during Fiscal 2000 by the Chief Executive Officer
(who is the only executive officer 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 ACQUIRED       VALUE           UNDERLYING UNEXERCISED           IN-THE-MONEY OPTIONS/
             NAME         ON EXERCISE(#)     REALIZED($)    OPTIONS/WARRANTS AT FY-END(#)      WARRANTS AT FY-END (#) (1)
     --------------      ----------------   ------------   ------------------------------     ---------------------------
                                                            EXERCISABLE     UNEXERCISABLE      EXERCISABLE   UNEXERCISABLE
                                                            -----------     -------------      -----------   --------------

<S>                                                                <C>                                <C>
     Peter D. Anzo               -                -                40,000        -                  - (1)           -
</TABLE>

     (1)  As of December 31,  2000,  Mr.  Anzo's  stock  options were not in the
          money because the market value of the Shares was less than or equal to
          the exercise price of the options.
<PAGE>
Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------

With the  resignation of Mr. Watts and Mr. Ross in March 2000, both of whom were
members of the  Compensation  Committee,  and given that there are no executives
other than Mr. Anzo, the President,  Chief Executive Officer and Chairman of the
Board of Trustees and Ms.  Reed,  Vice  President,  Secretary,  Treasurer  and a
Trustee, the Trust no longer has a formal Compensation  Committee.  However, Mr.
Anzo and Ms. Reed will make general recommendations to and review with the Board
of  Trustees  any  compensation  that  may  be  granted  to  anyone  other  than
themselves.

Effective  March 1, 2000,  628,927  common shares of Vinings were purchased in a
privately negotiated transaction by the Officers, one of their affiliates and an
affiliate of one of the Trustees from a limited  number of  shareholders,  which
included  three of the  Trustees  and  certain of their  affiliates  (the "Stock
Transaction").  In  connection  with the Stock  Transaction,  the three  selling
Trustees--James D. Ross, Martin H. Petersen and Gilbert H. Watts,  Jr.--resigned
from the Board of Trustees.

On  March  15,  2000,  the  Board of  Trustees  voted  to  waive  the  ownership
limitations  in  Vinings'  Declaration  of Trust with  respect  to  shareholders
acquiring  shares in the Stock  Transaction,  as well as with respect to certain
holders of Preferred Shares.


Compensation of the 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 2000, the  Non-Employee
Trustees did not receive any compensation for their services.

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
awards were made or granted during fiscal 2000.


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 12,  2000 by (i) each  person  known by the Trust to be the  beneficial
owner  of more  than  5% of the  outstanding  common  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,
2839 Paces Ferry Road, Suite 1170, Atlanta, GA 30339.
<PAGE>


                                                    Amount and Nature
Trustees, Executive Officers                         of Beneficial    Percent of
  and 5% Shareholders                                 Ownership (1)    Class (2)
----------------------------                       -----------------  ----------

 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 E. 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............................... 84,500           7.68%
 2700 Delk Road
 Suite 100
 Marietta, GA 30067

 Peter D. Anzo.........................................716,640  (4)     61.67%
 Stephanie A. Reed..................................... 51,983  (5)      4.62%
 John A. Christy.......................................    600  (6)        *
 Phill D. Greenblatt................................... 61,917  (7)      5.44%
 Henry Hirsch..........................................676,274  (8)     39.85%

 All Trustees and officers as a group (5 persons)...1,507,414   (9)    82. 78%
----------------------

     * 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 or controlled,
          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.
<PAGE>
     (2)  Percentages  are  calculated  on the basis of 1,100,487  common shares
          outstanding as of March 12, 2000,  together with applicable options or
          convertible  securities  of each  shareholder  exercisable  for common
          shares within 60 days of March 12, 2001.

     (3)  The Shares  reported may be acquired  within 60 days of March 12, 2001
          upon  conversion of the Preferred  Shares 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) 555,125 Shares
          held directly;  (b) 100,000 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 exchanged,  respectively,  for common
          shares on a one-for-one basis within 60 days of March 12, 2001.

     (5)  Ms. Reed's  holdings can be  summarized as follows:  (a) 27,718 common
          shares held directly;  (b) 12,500 vested stock options; and (c) 11,765
          Preferred  Shares  held  directly.  Ms.  Reed's  stock  options may be
          exercised  within  60 days of the  date of  this  report.  Ms.  Reed's
          Preferred  Shares may be converted into common 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  common  shares at the
          time of the conversion, within 60 days of March 12, 2001.

     (6)  Mr. Christy disclaims  beneficial  ownership of the 600 common shares,
          as these shares are owned by his wife.

     (7)  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 Shares held directly.  Mr. Greenblatt's stock options may be
          exercised within 60 days of the date of this report. Mr.  Greenblatt's
          Preferred  Shares may be converted into common 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  common  shares at the
          time of the conversion, within 60 days of March 12, 2001.

     (8)  Mr. Hirsch's holdings may be summarized as follows:  (a) 60,012 common
          shares held  directly;  (b) 8,500  vested stock  options;  (b) 588,235
          Preferred  Shares held indirectly  through an entity that he currently
          controls;  (c) 7,525 common shares held  indirectly  through an entity
          that he currently controls; and (d) 12,002 common shares held in trust
          for the benefit of others,  of which Mr.  Hirsch's  wife is a trustee.
          Mr. Hirsch may be deemed to beneficially  own the 12,002 common shares
          by  virtue  of the  fact  that his wife is a  co-trustee.  Mr.  Hirsch
          expressly disclaims  beneficial  ownership of the 12,002 common shares
          held in trust and the  filing  of this  proxy  statement  shall not be
          deemed an admission  that Mr. Hirsch is the  beneficial  owner of such
          common shares.  Mr. Hirsch's stock options may be exercised  within 60
          days of the date of this report.  Mr. Hirsch's Preferred Shares may be
          converted into common 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 common shares at the time of the conversion within
          60 days of March 12, 2001.

     (9)  The Trustees' and officers' holdings, as a group, may be summarized as
          follows:  (a) 666,860 common shares held directly;  (b) 120,127 common
          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  Shares  held
          directly;  and (g)  588,235  Preferred  Shares  held  indirectly.  The
          Trustees'  and  officers'  stock  options,  common units and Preferred
          Units,  may be  exercisable or exchanged,  respectively,  for an equal
          number of common shares within 60 days of March 12, 2001.
<PAGE>
Change of Control
-----------------

The Trust has  experienced  a change of control  since the  beginning  of Fiscal
1999. As of January 1, 1999, the Trust had four significant beneficial owners of
its common shares: Financial & Investment Management Group, Ltd. - 28.24%, Peter
D. Anzo - 12.13%, Martin H. Petersen - 8.73% and Clifford K. Watts - 8.18%. As a
result of the transactions described below, Mr. Anzo now is the beneficial owner
of a majority of the Trust's common shares,  holding 61.67% of the common shares
as of the date of this report.  All  information  regarding  share ownership has
been derived from the most recently filed Schedule 13D for such person.

Effective March 1, 2000, in a private transaction that was completed on or about
March 17, 2000, Mr. Anzo acquired beneficial  ownership of an additional 547,982
common shares of the Trust.

Of the 547,982 common shares acquired by Mr. Anzo,  437,225 shares were acquired
directly  by Mr.  Anzo  for an  aggregate  purchase  price  of  $2,382,876.  The
consideration  for the  purchase of the  437,225  shares was  comprised  of four
sources:  (1) a personal loan to Mr. Anzo from Watts Agent,  L.P. dated March 1,
2000 in the amount of $1,285,000, which is secured by a pledge of 566,966 of Mr.
Anzo's shares,  evidenced by the Margin Stock Pledge Agreement and the Amendment
to the Margin  Stock Pledge  Agreement  both dated as of March 1, 2000 and which
have been filed as exhibits to Mr. Anzo's  Amendment No. 4 to Schedule 13D filed
on May 2, 2000 and which are incorporated  herein by reference,  (2) a draw on a
home-equity line of credit from Regions Bank in the amount of $500,000 which has
also been filed as an exhibit to Mr.  Anzo's  Amendment  No. 4 to  Schedule  13D
filed on May 2,  2000 and which is  incorporated  herein  by  reference,  (3) an
exchange of certain  partnership  interests and other economic interests held by
Mr. Anzo in certain  real estate  investments  with one of the sellers of shares
totaling $400,003, and (4) certain personal funds of Mr. Anzo.

100,000  of these  shares  were  acquired  for an  aggregate  purchase  price of
$545,000 by VIP.  By virtue of his  ownership  interest in VIP,  Mr. Anzo may be
deemed  the  beneficial  owner of the  securities  over which VIP has voting and
dispositive power.

Mr. Anzo has the right to acquire the remaining 10,757 shares upon conversion of
an equal number of common units in the Operating  Partnership.  The common units
were acquired for an aggregate purchase price of $58,626.  The consideration for
the purchase of the 10,757 common units was the exchange of certain  partnership
interests and other  economic  interests held by Mr. Anzo in certain real estate
investments with the seller of the common units.


ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Vinings is a party to certain  management  agreements  with VIP, an affiliate of
Mr. Anzo and Ms. Reed, to provide management services to the properties owned by
the Trust.  A total of  $484,794  in  management  and data  processing  fees was
incurred by the Trust  during  2000.  In  addition,  during 2000 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, including the Trust's pro-rata share of rent and administrative charges
and a pro-rata  portion of salaries  and  benefits  for the  officers  and other
employees providing services to the Trust.

Effective July 1, 2000, Vinings  restructured its relationship with VIP who will
administer  the Trust  for an  advisory  fee equal to 1 1/2% of gross  revenues,
including the revenues from the Joint Venture Properties. The advisory fee is in
lieu of  reimbursing  VIP for all overhead,  salaries and other  indirect  costs
attributable  to Vinings'  operations.  The total paid to VIP for these services
during 2000 was $328,933.  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 currently owns 90% 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 currently owns the
remaining  10% of VIP's  membership  interests.  The Trust expects that VIP will
continue to provide  management and asset advisory  services to the Trust in the
current fiscal year.
<PAGE>
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 $400,276,  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.

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.  A majority of the
disinterested Trustees at the time approved all of the above transactions.
<PAGE>


                                     PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULE AND REPORTS ON FORM 8-K

14(a) (1) and (2) Index to Consolidated Financial Statements and Schedule

                                                                          Page

   Report of Independent Public Accountants                                 28

   Report of Independent Public Accountants                                 29

   Consolidated Balance Sheets--As of December 31, 2000 and 1999            30

   Consolidated Statements of Operations--For the years ended
   December 31, 2000, 1999 and 1998                                         31

   Consolidated Statements of Shareholders' Equity--For the years ended
   December 31, 2000, 1999 and 1998                                         32

   Consolidated Statements of Cash Flows--For the years ended
   December 31, 2000, 1999 and 1998                                         33

   Notes to Consolidated Financial Statements--For the years ended
   December 31, 2000, 1999 and 1998                                         34

   Schedule III - Real Estate and Accumulated Depreciation                  46

14(a) (3) Exhibits
<TABLE>

EXHIBIT NO.                 DESCRIPTION
-----------                 ------------
<S>                         <C>
       3.1           ---    Third  Amended and Restated  Declaration  of Trust of Vinings  (incorporated  by reference as
                            Exhibit 3.1 to Vinings'  Quarterly  Report on Form 10-Q for the quarter  ended  September 30,
                            1999, No. 0-13693).

       3.2           ---    Amended  and  Restated  Bylaws of the Trust  (incorporated  by  reference  as Exhibit  3.2 to
                            Vinings' Registration Statement on Form S-11, No. 2-94776).

       3.3           ---    Certificate  of  Designation  Classifying  and  designating  a series of Preferred  Shares as
                            Series A Convertible  Preferred Shares of the Trust (incorporated by reference as Exhibit 3.3
                            to Vinings' Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, No. 0-13693).

      10.1           ---    Vinings  Investment  Properties Trust 1997 Stock Option and Incentive Plan as approved by the
                            Shareholders  on July 1, 1997  (incorporated  by reference as Exhibit A to Vinings' report on
                            Form Schedule 14A filed on May 28, 1997).

      10.2           ---    Amended and Restated Agreement of Limited Partnership of Vinings Investment Properties,  L.P.
                            (incorporated  by reference as Exhibit  10.1 to Vinings'  Annual  Report on Form 10-K for the
                            fiscal year ended December 31, 1997, No. 0-13693).
<PAGE>

      10.3           ---    First  Amendment to the Amended and  Restated  Agreement  of Limited  Partnership  of Vinings
                            Investment  Properties,  L.P.  (incorporated  by  reference  as Exhibit  10.2 to the Vinings'
                            Annual Report on Form 10-K for the fiscal year ended December 31, 1997, No. 0-13693).

      10.4           ---    Second  Amendment to the Amended and Restated  Agreement  of Limited  Partnership  of Vinings
                            Investment  Properties,  L.P.  (incorporated  by  reference  as Exhibit  10.3 to the Vinings'
                            Annual Report on Form 10-K for the fiscal year ended December 31, 1997, No. 0-13693).

      10.5           ---    Third Amendment to the Amended and Restated Agreement of Limited Partnership of Vinings
                            Investment Properties, L.P. (incorporated by reference as Exhibit 10.4 on Vinings' Annual
                            Report on Form 10-K for year ended December 31, 1998 No. 0-13693).

      10.6           ---    Fourth Amendment to the Amended and Restated Agreement of Limited Partnership of Vinings
                            Investment Properties, L.P. (incorporated by reference as Exhibit 10.5 on Vinings' Annual
                            Report on Form 10-K for year ended December 31, 1998, No. 0-13693).

      10.7           ---    Fifth Amendment to the Amended and Restated Agreement of Limited Partnership of Vinings
                            Investment Properties, L.P. (incorporated by reference as Exhibit 10.6 on Vinings' Annual
                            Report on Form 10-K for year ended December 31, 1998, No. 0-13693).

      10.8           ---    Sixth  Amendment to the Amended and  Restated  Agreement  of Limited  Partnership  of Vinings
                            Investment  Properties,  L.P.,  dated as of April 29,  1999  (incorporated  by  reference  as
                            Exhibit 4.1 to Vinings' report on Form 8-K filed on May 7, 1999).

      10.9           ---    Seventh  Amendment to the Amended and Restated  Agreement of Limited  Partnership  of Vinings
                            Investment  Properties,  L.P. (incorporated by reference as Exhibit 3.2 to Vinings' Quarterly
                            Report on Form 10-Q for the quarter ended September 30, 2000, No. 0-13693).

      10.10          ---    Eighth  Amendment to the Amended and Restated  Agreement  of Limited  Partnership  of Vinings
                            Investment  Properties,  L.P. (incorporated by reference as Exhibit 3.2 to Vinings' Quarterly
                            Report on Form 10-Q for the quarter ended March 31, 2000, No. 0-13693).

      10.11          ---    Ninth  Amendment to the Amended and  Restated  Agreement  of Limited  Partnership  of Vinings
                            Investment  Properties,  L.P. (incorporated by reference as Exhibit 3.3 to Vinings' Quarterly
                            Report on Form 10-Q for the quarter ended June 30, 2000, No. 0-13693).

      10.12          ---    Promissory Note dated April 27, 1999 between Vinings  Investment  Properties,  L.P., and Bank
                            Atlanta  (incorporated  by reference as Exhibit  10.9 to the Vinings'  Annual  Report on Form
                            10-K for the fiscal year ended December 31, 1999, No. 0-13693).

<PAGE>
      10.13          ---    Deed to Secure Debt and Security  Agreement dated April 27, 1999 between  Vinings  Investment
                            Properties,  L.P.  and Bank  Atlanta  (incorporated  by  reference  as  Exhibit  10.10 to the
                            Vinings'  Annual  Report on Form 10-K for the  fiscal  year  ended  December  31,  1999,  No.
                            0-13693).

      10.14          ---    Form of Management  Contract dated May 1, 1999 between  certain  subsidiaries  of Vinings and
                            VIP Management,  LLC for the  Mississippi  Properties  (incorporated  by reference as Exhibit
                            10.11 to the  Vinings'  Annual  Report on Form 10-K for the fiscal  year ended  December  31,
                            1999, No. 0-13693).

      10.15          ---    Management Contract dated January 1, 1999, between Thicket Apartments, L.P. and VIP
                            Management, LLC (incorporated by reference as Exhibit 10.11 on Vinings' Annual Report on
                            Form 10-K for the year ended December 31, 1998, No. 0-13693).

      10.16          ---    Management Contract dated January 1, 1999, between Vinings Communities, L.P. and VIP
                            Management, LLC (incorporated by reference as Exhibit 10.12 on Vinings' Annual Report on
                            Form 10-K for the year ended December 31, 1998, No. 0-13693).

      10.17          ---    Management Contract dated January 1, 1999, between Vinings Investment Properties, L.P. and
                            VIP Management, LLC (incorporated by reference as Exhibit 10.13 on Vinings' Annual Report on
                            Form 10-K for the year ended December 31, 1998, No. 0-13693).

      10.18          --     Form of Amended and Restated  Agreement of Purchase and Sale with attached  Revised  Schedule
                            of Material  Differences For Properties  Acquired May 1, 1999  (incorporated  by reference as
                            Exhibit 10.15 to the Vinings'  Annual Report on Form 10-K for the fiscal year ended  December
                            31, 1999, No. 0-13693).
      10.19          ---    Securities Purchase  Agreement,  dated as of April 29, 1999, Relating to Series A Convertible
                            Preferred  Units of Vinings  Investment  Properties,  L.P., by and among  Vinings  Investment
                            Properties  Trust,  Vinings  Investment  Properties,  L.P. and the  Purchasers  named therein
                            (incorporated  by reference  as Exhibit  10.1 to Vinings'  report on Form 8-K filed on May 7,
                            1999).

      10.20          ---    Form of Registration  Rights and Lock Up Agreement,  dated as of April 29, 1999 (incorporated
                            by reference as Exhibit 10.2 to Vinings' report on Form 8-K filed on May 7, 1999).

      10.21          ---    Vinings/CMS  Master  Partnership,  L.P.,  Agreement of Limited  Partnership  (incorporated by
                            reference as Exhibit 10.1 to Vinings' report on Form 8-K/A filed on July 15, 1999).

      21.1           ---    Subsidiaries of the Trust (filed herewith).

      23.1           ---    Consent of Independent Public Accountants (filed herewith).

      23.2           ---    Consent of Independent Public Accountants (filed herewith).
</TABLE>
<PAGE>


14(b) Reports on Form 8-K
-------------------------

Vinings did not file any current  reports on Form 8-K during the fourth  quarter
of 2000.


14(c) Index to Exhibits
-----------------------
See Item 14(a)(3) above.
<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: March 30, 2001


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

SIGNATURE                            TITLE                             DATE

/s/ Peter D. Anzo            Chief Executive Officer,             March 30, 2001
-----------------            President and Trustee
Peter D. Anzo


/s/ Stephanie A. Reed        Vice President, Treasurer,           March 30, 2001
---------------------        (Principal Financial and
Stephanie A. Reed            Accounting Officer)



/s/ Phill D. Greenblatt      Trustee                              March 30, 2001
-----------------------
Phill D. Greenblatt


/s/ Henry Hirsch             Trustee                              March 30, 2001
-----------------
Henry Hirsch


/s/ John A. Christy          Trustee                              March 30, 2001
-------------------
John A. Christy


<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Vinings Investment Properties Trust:

We  have  audited  the  accompanying  consolidated  balance  sheets  of  Vinings
Investment  Properties Trust and  subsidiaries  (the "Trust") as of December 31,
2000  and  1999,  and  the  related   consolidated   statements  of  operations,
shareholders'  equity,  and cash flows for the years ended December 31, 2000 and
1999. These consolidated financial statements and the schedule referred to below
are the  responsibility  of the Trust's  management.  Our  responsibility  is to
express an opinion on these consolidated financial statements and schedule based
on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We  believe  that our audit  provide a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Vinings Investment
Properties  Trust and  subsidiaries  as of December  31, 2000 and 1999,  and the
results of their  operations  and their cash flows for the years ended  December
31, 2000 and 1999 in conformity with accounting principles generally accepted in
the United States.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements  taken as a whole.  The  schedule  listed  in the index to
financial  statements is presented for purposes of complying with the Securities
and  Exchange  Commission's  rules  and  is not  part  of  the  basic  financial
statements.  This schedule has been subjected to the auditing procedures applied
in the audit of the basic  financial  statements  and,  in our  opinion,  fairly
states in all material  respects  the  financial  data  required to be set forth
therein in relation to the basic financial statements taken as a whole.

HABIF, AROGETI & WYNNE, LLP

/s/ HABIF, AROTETI & WYNNE, LLP

Atlanta, Georgia

March 7, 2001


<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Vinings Investment Properties Trust:

We  have  audited  the  accompanying   consolidated  statements  of  operations,
shareholders'  equity and cash flows of Vinings Investment  Properties Trust and
subsidiaries  (the  "Trust")  for  the  year  ended  December  31,  1998.  These
consolidated  financial  statements  and the schedule  referred to below are the
responsibility of the Trust's  management.  Our  responsibility is to express an
opinion on these  consolidated  financial  statements  and schedule based on our
audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the results of operations and cash flows of
Vinings Investment Properties Trust and subsidiaries for the year ended December
31, 1998 in conformity  with  accounting  principles  generally  accepted in the
United States.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements  taken as a whole.  The  schedule  listed in the  index to  financial
statements  is  presented  for  purposes of complying  with the  Securities  and
Exchange  Commission's rules and is not part of the basic financial  statements.
This  schedule,  as it relates to the financial data for the year ended December
31, 1998, has been subjected to the auditing  procedures applied in the audit of
the  basic  financial  statements  and,  in our  opinion,  fairly  states in all
material  respects  the  financial  data  required  to be set forth  therein  in
relation to the basic financial statements taken as a whole.

ARTHUR ANDERSEN LLP

/s/ ARTHUR ANDERSEN LLP

Atlanta, Georgia

February 26, 1999
<PAGE>



<TABLE>


                      VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<CAPTION>

                                                                                                December 31,
                                                                                           2000              1999
                                                                                       ------------     -------------
<S>                                                                                    <C>              <C>
ASSETS


Real estate assets:
    Land                                                                               $  8,247,900     $  8,247,900
    Buildings and improvements                                                           55,664,805       55,545,257
    Furniture, fixtures & equipment                                                       4,154,701        3,968,848
Less:  accumulated depreciation                                                          (5,593,555)      (3,351,811)
                                                                                       -------------    -------------
         Net real estate assets                                                          62,473,851       64,410,194

Investment in unconsolidated Joint Venture                                                1,321,522        1,551,974
Cash and cash equivalents                                                                   813,975          916,215
Restricted cash                                                                           1,892,288        1,816,102
Receivable from Joint Venture                                                                12,141           27,356
Receivables and other assets                                                                286,407          236,900

Deferred financing costs, less accumulated amortization of $183,307 and
    $127,656 at December 31, 2000 and December 31, 1999, respectively                        82,258          117,908

Deferred leasing costs, less accumulated amortization of $78,071 and
    $59,240 at December 31, 2000 and December 31, 1999, respectively                         18,834           37,665
                                                                                       -------------    --------------
Total assets                                                                           $ 66,901,276     $ 69,114,314
                                                                                       =============    ==============


LIABILITIES AND SHAREHOLDERS' EQUITY

Mortgage notes payable                                                                 $ 54,742,209     $ 55,074,923
Line of credit                                                                            1,864,990        1,715,000
Accounts payable and accrued liabilities                                                  1,913,845        1,899,937
Distributions payable to Preferred Unitholders                                                  -            464,750
Dividends payable to Preferred Shareholders                                                 464,750              -
                                                                                       -------------    --------------
         Total liabilities                                                               58,985,794       59,154,610
                                                                                       -------------    --------------


Minority interests of unitholders in Operating Partnership:
    Preferred partnership interests                                                             -          8,730,003
    Common partnership interests                                                           (171,935)         222,084
                                                                                       -------------    --------------
         Total minority interests                                                          (171,935)       8,952,087
                                                                                       -------------    --------------

Shareholders' equity:
    Series A convertible preferred shares of beneficial interest, (par value
    $.01 per share) 2,050,000 authorized, 1,988,235 and 0 shares issued and
    outstanding at December 31, 2000 and December 31, 1999, respectively                  8,867,529              -

    Common shares of beneficial interest, without par or stated value, 25,000,000
    authorized,  1,100,488 and 1,100,493 shares issued and outstanding at
    December 31, 2000 and December 31, 1999,  respectively                                      -                -

    Additional paid in capital                                                            3,295,966        3,295,998
    Accumulated deficit                                                                  (4,076,078)      (2,288,381)
                                                                                       -------------    --------------
       Total shareholders' equity                                                         8,087,417        1,007,617
                                                                                       -------------    --------------

Total liabilities and shareholders' equity                                             $ 66,901,276     $ 69,114,314
                                                                                       =============    ==============
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
                      VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>

                                                                                  For the years ended December 31,
                                                                              2000              1999               1998
                                                                         --------------     --------------    -------------

REVENUES

<S>                                                                      <C>                <C>                <C>
     Rental revenues                                                     $ 11,071,541       $  8,815,240       $ 3,946,828
     Other property revenues                                                  629,870            493,967           153,092
     Other income                                                              68,788             31,937             2,083
                                                                         --------------     --------------    -------------

                                                                           11,770,199          9,341,144         4,102,003
                                                                         --------------     --------------    -------------


EXPENSES

     Property operating and maintenance                                     4,540,204          3,613,379         1,652,207
     Depreciation and amortization                                          2,260,575          1,713,513           647,760
     Amortization of deferred financing costs                                  55,651             50,398            30,903
     Interest expense                                                       5,165,799          3,832,518         1,329,277
     General and administrative                                               642,208            688,429           598,873
     Unusual item, net                                                            -                  -            (260,910)
                                                                         --------------     --------------    -------------

                                                                           12,664,437          9,898,237         3,998,110
                                                                         --------------     --------------    -------------


     Income (loss) before equity in loss of unconsolidated
         Joint Venture and minority interests                                (894,238)          (557,093)          103,893

     Equity in loss of unconsolidated Joint Venture                          (220,452)          (137,366)              -
                                                                         --------------     --------------    -------------

     Income (loss) before minority interests                               (1,114,690)          (694,459)          103,893

     Less Minority interests in Operating Partnership:
         Preferred partnership interests                                     (336,758)          (903,344)              -
         Common partnership interests                                         394,020            288,553           (18,900)
                                                                         --------------     --------------    -------------


     Net income (loss)                                                     (1,057,428)        (1,309,250)           84,993
                                                                         --------------     --------------    -------------


         Distributions to preferred shareholders                              697,125                -                 -
         Accretion to preferred shareholders                                   33,144                -                 -
                                                                         --------------     --------------    -------------


     Net income (loss) available to common shareholders'                 $ (1,787,697)      $ (1,309,250)      $    84,993
                                                                         ==============     ==============    =============


NET INCOME (LOSS) PER SHARE - BASIC                                           $ (1.62)           $ (1.19)           $ 0.08
                                                                         ==============     ==============    =============
NET INCOME (LOSS) PER SHARE - DILUTED                                         $ (1.62)           $ (1.19)           $ 0.08
                                                                         ==============     ==============    =============


WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC                                 1,100,490          1,100,501         1,090,701
                                                                         ==============     ==============    =============
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED                               1,343,036          1,343,047         1,336,391
                                                                         ==============     ==============    =============

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

<TABLE>

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
           For the three years ended December 31, 1998, 1999, and 2000
<CAPTION>


                                                      Series A           Shares of                              Total
                                                     Convertible         beneficial       Accumulated       shareholders'
                                                   Preferred Shares       interest          deficit             equity
                                                   ----------------    -------------     -------------     --------------

<S>                                                      <C>            <C>              <C>                 <C>
BALANCE AT JANUARY 1, 1998                            $        -         $3,332,927       $(1,064,124)       $2,268,803

Net Income                                                     -                -              84,993            84,993

Retirement of shares                                           -                (43)              -                 (43)

Adjustment for minority interest of
   unitholders in Operating Partnership                        -             (6,781)              -              (6,781)

Issuance of shares to officers and directors                   -             80,000               -              80,000
                                                   ----------------    -------------     -------------     --------------

BALANCE AT DECEMBER 31, 1998                                   -          3,406,103          (979,131)        2,426,972

Net loss                                                       -                  -        (1,309,250)       (1,309,250)

Retirement of shares                                           -                (63)              -                 (63)

Distributions                                                  -           (110,042)              -            (110,042)
                                                   ----------------    -------------     -------------     --------------

BALANCE AT DECEMBER 31, 1999                                   -          3,295,998        (2,288,381)        1,007,617

Net loss                                                       -                -          (1,787,697)       (1,787,697)

Conversion of preferred units to
    preferred shares                                    8,867,529               -                 -           8,867,529

Retirement of shares                                           -                (32)              -                 (32)
                                                   ----------------    -------------     -------------     --------------

BALANCE AT DECEMBER 31, 2000                          $ 8,867,529        $3,295,966       $(4,076,078)       $8,087,417
                                                   ================    =============     =============     ==============


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

<TABLE>


                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>

                                                                            For the twelve months ended December 31,
                                                                              2000            1999          1998
                                                                          -------------   ------------   ----------

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                        <C>            <C>           <C>
Net income (loss)                                                          $(1,057,428)   $(1,309,250)   $  84,993
                                                                          -------------   ------------   ----------

Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:

        Depreciation and amortization                                        2,260,575      1,713,513      647,760
        Amortization of deferred financing costs                                55,651         50,398       30,903
        Equity in loss of unconsolidated Joint Venture                         220,452        137,366          -
        Minority interests in Operating Partnership:
           Preferred partnership interests                                     336,758        903,344          -
           Common partnership interests                                       (394,020)      (288,553)      18,900
        Distributions to common unitholders                                          -        (24,255)         -
        Distributions to preferred unitholders                                (697,125)      (158,591)         -
        Noncash compensation expense                                               -              -         80,000
        Changes in assets and liabilities, net of the effect
           of real estate assets acquired
               Restricted cash                                                 (76,186)      (331,754)     (26,185)
               Receivable from Joint Venture                                    15,215        (27,356)         -
               Receivables and other assets                                    (49,507)       (68,493)     (19,511)
               Capitalized leasing costs                                           -          (11,842)     (39,621)
               Accounts payable and accrued liabilities                         13,908        554,563     (162,627)
                                                                          -------------   ------------   ----------

        Total adjustments                                                    1,685,721      2,448,340      529,619
                                                                          -------------   ------------   ----------

Net cash provided by operating activities                                      628,293      1,139,090      614,612
                                                                          -------------   ------------   ----------


CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of real estate assets                                                     -       (6,066,073)         -
Capital expenditures                                                          (305,401)      (393,772)    (146,420)
Investment in unconsolidated Joint Venture                                         -       (1,705,100)         -
Refundable deposits and acquisition costs                                          -              -       (612,085)
Distributions from Joint Venture                                                10,000         15,760          -
                                                                          -------------   ------------   ----------

Net cash used in investing activities                                         (295,401)    (8,149,185)    (758,505)
                                                                          -------------   ------------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES:

Deferred financing costs                                                       (20,000)       (29,242)         -
Net proceeds (repayments) from/to line of credit                               149,990       (285,000)     281,896
Principal repayments on mortgage notes payable                                (332,714)      (257,645)    (144,501)
Purchase of retired shares                                                         (32)           (63)         (43)
Proceeds from issuance of preferred partnership interests                          -        8,450,000          -
Distributions to preferred shareholders                                       (232,376)           -            -
Distributions to shareholders                                                      -         (110,042)         -
                                                                          -------------   ------------   ----------
Net cash provided (used) by financing activities                              (435,132)     7,768,008      137,352
                                                                          -------------   ------------   ----------


NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          (102,240)       757,913      (6,541)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                               916,215        158,302      164,843
                                                                          -------------   ------------   ----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                 $   813,975    $   916,215    $ 158,302
                                                                          =============   ============   ==========
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</FN>
</TABLE>

<PAGE>


                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2000, 1999, and 1998


NOTE 1 - BUSINESS AND ORGANIZATION

         Vinings  Investment  Properties  Trust  ("Vinings"  or the "Trust") was
         organized  on  December 7, 1984 as a mortgage  real  estate  investment
         trust   ("REIT")   whose   original   plan  was  to  liquidate   within
         approximately  ten years.  On February  28,  1996,  Vinings  Investment
         Properties,  Inc.  completed a tender  offer to acquire  control of the
         Trust  in  order to  rebuild  Vinings'  assets  by  expanding  into the
         multifamily real estate markets through the acquisition of garden style
         apartment  communities  that are  leased  to  middle-income  residents.
         Effective  July 1,  2000,  Vinings  no longer  qualifies  as a REIT for
         federal  income tax  purposes and will be taxed as a  corporation  (See
         Note 2).

         Vinings  currently  conducts  all of  its  operations  through  Vinings
         Investment Properties,  L.P. (the "Operating Partnership"),  a Delaware
         limited partnership. As of December 31, 2000, the Trust was the sole 1%
         general   partner  and  a  92.72%  limited  partner  in  the  Operating
         Partnership, controlling 80.94% of the common partnership interests and
         100% of the preferred partnership interests (See Note 5).

         On April 29, 1999,  the  Operating  Partnership  offered,  in a private
         transaction  pursuant to a Securities Purchase Agreement (the "Purchase
         Agreement"),  Series A Convertible Preferred Partnership interests (the
         "Preferred  Units"),  the  proceeds  from  which  were used to  acquire
         thirteen   multifamily   communities   (collectively,   the  "Portfolio
         Properties") from seventeen limited  partnerships and limited liability
         companies.  Eight of the Portfolio  Properties  were purchased  through
         subsidiary  partnerships  of the Operating  Partnership.  The remaining
         Portfolio  Properties were purchased through a joint venture structure.
         Effective  April 1, 2000,  100% of the 1,988,235  Preferred  Units were
         exchanged  for an  equivalent  number of shares of Series A Convertible
         Preferred  Shares of the Trust (the  "Preferred  Shares") with the same
         rights, preferences and privileges as the Preferred Units (See Note 5).

         Vinings  currently  owns,  through  wholly  owned   subsidiaries,   ten
         apartment  communities  totaling  1,520 units and a 75,000 square foot,
         single story business  park. In addition,  Vinings holds a 20% interest
         in and is the general partner of an unconsolidated joint venture, which
         owns  through   subsidiary   partnerships  five  additional   apartment
         communities  totaling 968 units (See Note 4). At December 31, 2000, the
         average occupancy of Vinings' portfolio was 90%.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis of Presentation
         ---------------------

         The consolidated  financial statements have been prepared in accordance
         with generally accepted accounting principles and with the instructions
         to Form 10-K and Article 10 of Regulation S-X.

         The accompanying  consolidated  financial statements of Vinings include
         the  consolidated  accounts  of the  Trust  and its  subsidiaries.  All
         significant intercompany balances and transactions have been eliminated
         in   consolidation.   Vinings   accounts  for  its  investment  in  the
         unconsolidated joint venture using the equity method of accounting. The
         term  "Vinings"  or "Trust"  hereinafter  refers to Vinings  Investment
         Properties  Trust  and  its   subsidiaries,   including  the  Operating
         Partnership.

         The  minority  interests  of the common  unitholders  in the  Operating
         Partnership (the "Common Units") reflected on the accompanying  balance
         sheets  are  calculated  based  on  the  common  unitholders'  minority
         interest   ownership   percentage  as  compared  to  the  total  common
         unitholders'  interest  (18.06%  as of  December  31,  2000  and  1999)
         multiplied  by the  Operating  Partnership's  net assets.  The minority
         interests  of the  preferred  unitholders  at December  31, 1999 on the
         accompanying balance sheet represents cash contributed of $8,450,000 in
         exchange  for those units and the  accrued  liquidation  preference  of
         $0.21 per Preferred Unit ($280,003 at December 31, 1999). The Preferred
         Units were exchanged for Preferred  Shares  effective April 1, 2000 and
         are reflected on the accompanying balance sheet as the cash contributed
         and the accrued  liquidation  preference of $0.21 per  Preferred  Share
         ($417,529 at December 31, 2000).

         The minority  interests of the common unitholders in the income or loss
         of  the  Operating  Partnership  on  the  accompanying   statements  of
         operations  is  calculated  based  on  the  weighted  average  minority
         interest  ownership  percentage  (approximately  18%  for  all  periods
         presented)  multiplied by income (loss) before minority interests after
         subtracting  income allocated to the preferred  partnership  interests.
         The minority  interests of the preferred  unitholders on the statements
         of operations  for the twelve  months ended  December 31, 1999 and 2000
         ($903,344 and $336,758  respectively)  represents the accrued preferred
         11% return on the Preferred Units and the accrued pro rata  liquidation
         preference of $0.21 per Preferred Unit.


         Income Taxes
         ------------

         Prior to June 30, 2000, Vinings had elected to be taxed as a REIT under
         the  Internal  Revenue  Code of 1986,  as amended  (the  "Code").  As a
         result, Vinings was generally not subject to federal income taxation on
         that portion of its income that qualified as REIT taxable income to the
         extent that Vinings  distributed  at least 95% of its taxable income to
         its shareholders and satisfied  certain other  requirements.  Effective
         July 1, 2000,  Vinings no longer qualifies as a REIT for federal income
         tax purposes and will be taxed as a  corporation.  The Trust however is
         not currently generating taxable income and, accordingly, no provisions
         for federal  income taxes and deferred  income taxes have been included
         in the accompanying consolidated financial statements.


         Cash and Cash Equivalents
         -------------------------

         Vinings  considers  all highly  liquid  investments  purchased  with an
         original maturity of three months or less to be cash equivalents.


         Restricted Cash
         ---------------

         Restricted cash consists of real estate tax,  insurance and replacement
         reserve  escrows  held by  mortgagees,  which are funded  monthly  from
         property  operations and released solely for the purpose for which they
         were  established.  Restricted  cash also  includes  security  deposits
         collected and held on behalf of the residents and tenants.


         Use of Estimates
         ----------------

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires  management  to make certain
         estimates and  assumptions  that affect the reported  amounts of assets
         and liabilities, the disclosure of contingent assets and liabilities at
         the  date of the  financial  statements  and the  reported  amounts  of
         revenues and expenses during the reporting period. Actual results could
         differ from those estimates.
<PAGE>
         Real Estate Assets
         ------------------

         Real estate assets are stated at depreciated  cost less  reductions for
         impairment,  if any. In identifying  potential  impairment,  management
         considers   such  factors  as  declines  in  a   property's   operating
         performance  or market  value,  a change in use, or adverse  changes in
         general market conditions. In determining whether an asset is impaired,
         management  estimates  the future cash flows  expected to be  generated
         from the asset's use and its eventual disposition.  If the sum of these
         estimated  future cash flows on an undiscounted  basis is less than the
         asset's  carrying cost, the asset is written down to its fair value. In
         management's  opinion,  there has been no  impairment  of Vinings' real
         estate assets as of December 31, 2000.

         Ordinary  repairs  and  maintenance  are  expensed as  incurred.  Major
         improvements  and  replacements  are capitalized  and depreciated  over
         their estimated useful lives when they extend the useful life, increase
         capacity or improve  efficiency of the related asset.  Depreciation  is
         computed  on a  straight-line  basis over the useful  lives of the real
         estate  assets  (buildings  and  improvements,  5-40 years;  furniture,
         fixtures and equipment, 3-10 years; and tenant improvements,  generally
         over the life of the related lease).


         Revenue Recognition
         -------------------

         All leases are  classified  as  operating  leases and rental  income is
         recognized  when  earned,   which   materially   approximates   revenue
         recognition on a straight-line basis.


         Deferred Financing Costs and Amortization
         -----------------------------------------

         Deferred  financing  costs  include  fees and costs  incurred to obtain
         financing  and are  capitalized  and  amortized  over  the  term of the
         related debt.


         Net Income (Loss) Per Share
         ---------------------------

         The following is a reconciliation of net income (loss) available to the
         common  shareholders  and the weighted  average shares used in Vinings'
         basic and diluted net income (loss) per share computations:
<TABLE>
<CAPTION>
                                                                                        DECEMBER 31,
                                                                           2000            1999           1998
                                                                      ----------------------------------------------
<S>                                                                      <C>             <C>              <C>
        Net income (loss) - basic                                        $(1,787,697)    $(1,309,250)     $ 84,993
         Minority interests in Operating Partnership:
            Preferred partnership interests                                      -               -             -
            Common partnership interests                                    (394,020)       (288,553)       18,900
                                                                     ----------------------------------------------
        Total minority interest                                             (394,020)       (288,553)       18,900

        Net income (loss) - diluted                                      $(2,181,717)    $(1,597,803)     $103,893
                                                                     ==============================================

        Weighted average shares - basic                                    1,100,490       1,100,501     1,090,701
        Dilutive Securities
            Weighted average Common Units                                    242,546         242,546       242,546
            Weighted average Preferred Units/Shares                              -               -            -
            Share options                                                        -               -           3,144
                                                                     ----------------------------------------------
        Weighted average shares - diluted                                  1,343,036       1,343,047     1,336,391
                                                                     ==============================================
</TABLE>
         Both common units and Preferred Units in the Operating Partnership held
         by the  minority  unitholders  and  Preferred  Shares of the Trust are,
         subject  to  certain  conditions,   redeemable  for  common  shares  of
         beneficial  interest of the Trust ("Shares") on a one-for-one basis, or
         for cash,  at the option of the  Trust.  For the  twelve  months  ended
         December 31, 1998,  1999 and 2000,  options to purchase  27,500 shares,
         107,750 shares and 102,750 shares,  respectively,  were excluded as the
         impact of such options was  antidilutive.  For the twelve  months ended
         December 31, 1999 Preferred Units totaling 1,988,235 and for the twelve
         months ended December 31, 2000 Preferred Shares totaling 1,988,235 were
         also excluded as the impact of such units and shares, respectively, was
         antidilutive.
<PAGE>
         Recent Accounting Pronouncement
         -------------------------------

         On June 15,  1998,  the  Financial  Accounting  Standards  Board (FASB)
         issued Statement of Financial Accounting Standards No. 133, "Accounting
         for Derivative  Instruments and Hedging Activities" (FAS 133). FAS 133,
         as amended by FAS 137,  "Deferral of the Effective Date of FAS 133," is
         effective for all fiscal  quarters of all fiscal years  beginning after
         June 15, 2000.  FAS 133 requires  that all  derivative  instruments  be
         recorded on the balance sheet at their fair value.  Changes in the fair
         value of  derivatives  are recorded each period in current  earnings or
         other  comprehensive  income,  depending  on  whether a  derivative  is
         designated  as part of a hedge  transaction  and,  if it is the type of
         hedge transaction.  The adoption of FAS 133 will not have a significant
         effect  on  the  Company's  results  of  operations  or  its  financial
         position.

         On December 3, 1999,  The  Securities  and  Exchange  Commission  (SEC)
         issued  Staff   Accounting   Bulletin   No.  101  (SAB  101),   Revenue
         Recognition, which provides guidance on the recognition,  presentation,
         and disclosure of revenue in financial statements.  SAB 101 is required
         to be  implemented  in the fourth fiscal  quarter of 2000. SAB 101 will
         not have a significant effect on the Company's results of operations or
         its financial position.


         Reclassifications
         -----------------

         Certain   1999  and  1998   financial   statement   amounts  have  been
         reclassified to conform to the current year presentation.


NOTE 3 - REAL ESTATE ASSETS

         On May 1,  1999,  Vinings,  through  its  subsidiaries,  completed  the
         acquisition  of  the  Portfolio   Properties  from  seventeen   limited
         partnerships and limited  liability  companies.  Eight of the Portfolio
         Properties  (the  "Mississippi   Properties")  were  purchased  through
         subsidiary  partnerships  of the Operating  Partnership.  The remaining
         Portfolio  Properties (the "Joint Venture  Properties")  were purchased
         through a joint venture structure. (See Note 4.)

         The  Mississippi  Properties,  totaling 1,064 units,  were purchased by
         eight individual partnerships in each of which Vinings Holdings,  Inc.,
         a wholly owned subsidiary of the Trust, owns a .1% general  partnership
         interest and the Operating Partnership owns a 99.9% limited partnership
         interest.  The aggregate purchase price for the Mississippi  Properties
         was  $47,665,396   (excluding   closing  costs),   which  included  the
         assumption of debt of  approximately  $41,693,000 with the balance paid
         in cash.  The  acquisition  was funded by the issuance of the Preferred
         Units,  which  effective  April 1, 2000 were  exchanged  for  Preferred
         Shares (See Note 5). A total of approximately  $749,200 in escrows held
         by the mortgagees was also purchased.

         In addition,  Vinings owns, also through subsidiary partnerships of the
         Operating Partnership,  two additional  multifamily  communities in the
         metropolitan   Atlanta  area  with  a  total  of  1,520  units  in  ten
         communities,  as well as a 75,000 square foot business  center.  All of
         the  multifamily  communities  are  encumbered  by fixed rate  mortgage
         financing and the business center is security for the line of credit.

<PAGE>
NOTE 4 - INVESTMENT IN UNCONSOLIDATED JOINT VENTURE

         On May 1, 1999, Vinings  purchased,  through a joint venture structure,
         five  apartment  communities,  totaling  968 units (the "Joint  Venture
         Properties").  The Joint  Venture  Properties  were  purchased  by nine
         individual  partnerships  in each of which  Vinings  Holdings,  Inc., a
         wholly owned  subsidiary of the Trust,  owns a .1% general  partnership
         interest and Vinings/CMS Master Partnership,  L.P.  (collectively,  the
         "Joint Venture"), a Delaware limited partnership,  owns a 99.9% limited
         partnership  interest.  The  Operating  Partnership  has a .1%  general
         partner  interest and a 19.98%  limited  partner  interest in the Joint
         Venture,  for which it paid  $1,705,100.  This investment was funded by
         the issuance of the Preferred Units, which effective April 1, 2000 were
         exchanged  for  Preferred  Shares (See Note 5). The  remaining  limited
         partnership  interests in the Joint Venture are held by an unaffiliated
         third party. The Joint Venture was formed on March 22, 1999,  primarily
         to acquire the limited partner  interest in limited  partnerships  that
         acquire,   operate,  manage,  hold  and  sell  certain  real  property,
         specifically the Joint Venture Properties. The aggregate purchase price
         paid by the property  partnerships for the Joint Venture Properties was
         $46,634,603 (excluding closing costs), which included the assumption of
         approximately  $39,265,000  of debt with the  balance  paid in cash.  A
         total of  approximately  $716,400 in escrows held by the mortgagees was
         also purchased.

         Vinings  accounts for its  investment  in the Joint  Venture  using the
         equity method of accounting.  The following is a summary of the results
         of operations of the Joint Venture and Vinings'  share of the equity in
         the loss from the Joint Venture for the eight months ended December 31,
         1999 and twelve months ended December 31, 2000:
<TABLE>
<CAPTION>
                                                                          FOR THE TWELVE    FOR THE EIGHT
                                                                           MONTHS ENDED      MONTHS ENDED
                                                                           DECEMBER 31,      DECEMBER 31,
                                                                               2000             1999
                                                                         --------------    --------------

<S>                                                                         <C>              <C>
        Revenues                                                            $6,755,523       $ 4,642,957

        Expenses:
             Property operating and maintenance                              2,846,624         1,971,574
             General and administrative                                         43,930            55,894
             Depreciation and amortization                                   1,519,356           995,872
             Interest expense                                                3,447,875         2,306,447
                                                                         --------------    --------------
                 Total Expenses                                              7,857,785         5,329,787
                                                                         --------------    --------------

        Net loss                                                            (1,102,262)         (686,830)

             Vinings' equity percentage                                            20%                20%
                                                                         --------------    --------------

        Vinings' equity in loss of unconsolidated Joint Venture               (220,452)      $  (137,366)
                                                                         ==============    ==============

        Distributions received by Vinings from Joint Venture                       -         $    15,760
                                                                         ==============    ==============

        Cash flows provided by operating activities                         $  294,595       $   441,635
                                                                         =============     ==============
        Cash flows used in investing activities                             $ (177,725)      $(8,251,050)
                                                                         =============     ==============
        Cash flows used in financing activities                             $ (247,874)      $ 8,315,729
                                                                         =============     ==============
</TABLE>
<PAGE>


         The following  summarizes  the balance sheet of the Joint Venture as of
         December 31:
<TABLE>
<CAPTION>                                                                     2000               1999
                                                                         -------------      -------------
<S>                                                                       <C>                <C>
        Real estates assets, net of accumulated depreciation              $44,876,694        $46,215,888
        Cash and other assets                                               1,936,928          2,066,983
                                                                         -------------      -------------
                  Total assets                                            $46,813,622        $48,282,871
                                                                         =============      =============

        Mortgage notes payable                                            $38,928,824        $39,136,338
        Other liabilities                                                   1,277,590          1,387,062
                                                                         -------------      -------------
             Total liabilities                                             40,206,414         40,523,400
                                                                         =============      =============

        Capital - Vinings                                                   1,321,522          1,551,974
        Capital - Other                                                     5,285,686          6,207,497
                                                                         -------------      -------------
            Total capital                                                   6,607,208          7,759,471
                                                                         -------------      -------------
                 Total liabilities and capital                            $46,813,622        $48,282,871
                                                                         =============      =============
</TABLE>

         Mortgage notes payable held by the Joint Venture are non-recourse fixed
         rate  notes  secured  by the  individual  properties.  All of the notes
         except one are  insured  by the U.S.  Department  of Housing  and Urban
         Development ("HUD") and,  therefore,  distributions from the properties
         are subject to "surplus  cash" as defined by HUD. The maturity dates of
         the notes  payable  range from June 2007 to November  2037 and interest
         rates range from 8.00% to 8.75%.


NOTE 5 - SHAREHOLDERS' EQUITY AND PREFERRED PARTNERSHIP INTERESTS

         On April 29,  1999,  the  Operating  Partnership  offered  in a private
         transaction Preferred Units pursuant to the Purchase Agreement. A total
         of  1,988,235  Preferred  Units were issued for an  aggregate  purchase
         price of $8,450,000. The Operating Partnership used the proceeds of the
         sales of the  Preferred  Units to pay the  cash  consideration  for the
         Operating  Partnership's  interests in the property  partnerships  that
         acquired  the  Mississippi  Properties,  and its  interest in the Joint
         Venture. (See Notes 3 and 4.)

         Effective April 1, 2000,  Vinings  exchanged all of the Preferred Units
         for  Preferred  Shares,  which  have  substantially  the  same  rights,
         preferences  and  privileges  as the  Preferred  Units.  The holders of
         Preferred Shares are entitled to receive  cumulative  preferential cash
         distributions  at the per annum rate of $0.4675  per  Preferred  Share.
         Upon the  occurrence  of  certain  triggering  events,  the  holders of
         Preferred  Shares are  entitled  to  receive,  in addition to an amount
         equal to any  accumulated  and unpaid  distributions  on such  holder's
         Preferred  Shares,  a  liquidation  preference  of $4.46 per  Preferred
         Share.

         Under  certain  circumstances,  the  holders  of  Preferred  Shares may
         convert any or all of such Preferred Shares into common shares. In lieu
         of converting  Preferred  Shares into common shares,  the Trust, in its
         sole discretion, may satisfy its conversion obligations through certain
         cash payments, as further set forth in the Declaration of Trust.

         Generally,  the  holders of  Preferred  Shares do not have the right to
         vote on any  matter on which any of the  holders  of common  shares may
         vote. The holders of Preferred  Shares do,  however,  have the right to
         vote as a  separate  class  of  shareholders  on  certain  transactions
         including, without limitation,  certain authorizations and issuances of
         preferred shares  designated as ranking senior to the Preferred Shares,
         certain  amendments to the  Declaration of Trust,  and certain sales or
         other dispositions of assets of the Trust or the Operating Partnership,
         certain  mergers  or  consolidations  of the  Trust  or  the  Operating
         Partnership,  and  transactions  that result in the  liquidation of the
         Trust or the Operating Partnership.
<PAGE>
         As of December 31, 2000,  a total of  1,988,235  Preferred  Shares were
         outstanding.  In addition,  as of December 31, 2000 a total of $417,529
         had been accrued as a liquidation preference on the Preferred Shares.


NOTE 6 - NOTES PAYABLE

         Mortgage Notes Payable
         ----------------------

         Mortgage  notes  payable  were  secured  by  the  following   apartment
         communities at December 31, 2000 and December 31, 1999, as follows:

<TABLE>
<CAPTION>

                                                  FIXED INTEREST
                                                    RATE AS OF             PRINCIPAL BALANCE AS OF
                                 MATURITY            12/31/99             12/31/00           12/31/99
                            --------------------------------------------------------------------------
<S>                              <C>                 <C>                  <C>              <C>
        Cottonwood               10/01/2036          8.875%              $ 4,666,546        $ 4,683,888
        Delta Bluff              08/01/2036          9.25 %                6,182,456          6,203,591
        Foxgate I                06/01/2037          8.50 %                6,573,142          6,598,549
        Hampton House            08/01/2037          8.50 %                5,148,819          5,169,167
        Heritage Place           10/01/2036          8.75 %                3,129,845          3,141,865
        Northwood                06/01/2034          8.75 %                4,461,640          4,482,862
        River Pointe             01/01/2037          8.625%                5,958,353          5,981,475
        Trace Ridge              07/01/2036          8.50 %                5,307,867          5,330,125
        The Thicket              07/01/2003          9.04 %                7,132,347          7,200,487
        Windrush                 07/01/2024          7.50 %                6,181,194          6,282,914
                                                                        -------------       ------------
         Total                                                           $54,742,209        $55,074,923
                                                                        =============       ============
</TABLE>
         All of the notes  except with respect to The Thicket are insured by HUD
         and,  therefore,  distributions  from the  properties  are  subject  to
         "surplus cash" as defined by HUD.

         Scheduled  maturities of the mortgage  notes payable as of December 31,
         2000 are as follows:

                          2001                 $     361,792
                          2002                       393,425
                          2003                     7,314,761
                          2004                       367,596
                          2005                       399,133
                          Thereafter              45,905,502
                                               --------------
                          Total                  $54,742,209
                                               ==============
Line of Credit
--------------

         On April 27,  1999  Vinings  obtained a line of credit in the amount of
         $2,000,000 from a financial institution.  The line of credit is secured
         by Peachtree  Business Center.  The interest rate on the line of credit
         is one percent over prime as posted in The Wall Street  Journal,  which
         was 9.00% at December 31, 2000.  The  principal  balance of the line of
         credit as of December 31, 2000 and December 31, 1999 was $1,864,990 and
         $1,715,000,  respectively. The line of credit expired on April 27, 2000
         and was renewed until April 30, 2001. Vinings has received a commitment
         to renew the line of credit for another year.

<PAGE>
NOTE 7 - RELATED PARTY TRANSACTIONS

         On January 1, 1999, Vinings entered into management agreements with VIP
         Management,  LLC ("VIP"),  an affiliate of the  officers,  who are also
         Trustees of Vinings,  to provide property management services for a fee
         equal to  varying  percentages  ranging  from three and one half to six
         percent of gross revenues,  plus a fee for data  processing.  Effective
         January 1, 2000, the management fee  percentages  were reduced to three
         and one half percent on all of the  multifamily  communities.  Prior to
         January 1, 1999,  Vinings had entered into  management  agreements with
         Vinings Properties, Inc., also an affiliate of the officers of Vinings,
         to provide property management services on substantially the same terms
         as the current agreements.

         In addition,  as a commitment to the  rebuilding  of Vinings,  prior to
         1998 The  Vinings  Group,  Inc.,  the  parent  corporation  of  Vinings
         Properties, Inc. (collectively with VIP, "The Vinings Group"), provided
         numerous  services at no cost to Vinings  relating  to  administration,
         acquisition,  and capital and asset advisory  services.  Certain direct
         costs paid on Vinings'  behalf were  reimbursed  to The Vinings  Group.
         Beginning  January 1, 1998,  The Vinings Group has charged  Vinings for
         certain overhead charges.  Beginning August 1, 1999, the Trust has also
         paid for its pro-rata share of rent,  administrative and other overhead
         charges,  which includes  reimbursing  The Vinings Group for a pro-rata
         portion of salaries and  benefits for the officers and other  employees
         providing  services  to  Vinings.   Effective  July  1,  2000,  Vinings
         restructured  its  relationship  with VIP who will administer the Trust
         for an advisory fee equal to 1 1/2% of gross  revenues,  including  the
         revenues from the Joint Venture Properties. The advisory fee is in lieu
         of reimbursing VIP for all overhead,  salaries and other indirect costs
         attributable to the Trust's operations.

         The following table reflects payments made to The Vinings Group:
<TABLE>
<CAPTION>
                                                                             Twelve months ended
                                                                       2000          1999         1998
                                                                   ------------   -----------   ------------


           Vinings
<S>                                                                   <C>           <C>          <C>
                Management fees                                       $419,130      $402,551     $188,032
                Data processing fees                                    65,664        52,896       27,360
                Overhead reimbursements                                189,219       292,147      150,000
                 Advisory fee                                          139,714       -             -
                                                                   ------------   -----------   ------------

                     Total                                            $813,727      $747,594     $365,392
                                                                   ============   ===========   ============
           Joint Venture
                Management fees                                       $144,131      $197,539     $   -
                Data processing fees                                    58,080        38,720         -
                                                                   ------------   -----------   ------------
                      Total                                           $202,211      $236,259     $     -
                                                                   ============   ===========   ============

</TABLE>
         On February 4, 1999,  one of the  independent  Trustees  purchased  the
         Trust's line of credit,  which expired on December 28, 1998 and Vinings
         paid  interest  to the  Trustee  monthly  at the  annual  rate of 8.50%
         through April 27, 1999, at which time the Trustee was repaid in full.

         In connection with the  acquisition of the Portfolio  Properties on May
         1, 1999,  MFI Realty,  Inc.,  an  affiliate of the officers of Vinings,
         received  fees  totaling  $400,276  of which  $167,103  was paid by the
         Operating Partnership and $233,173 was paid by the Joint Venture.

         Effective March 1, 2000,  628,927 shares of Vinings were purchased in a
         privately  negotiated   transaction  by  the  Officers,  one  of  their
         affiliates  and an  affiliate  of one of the  Trustees  from a  limited
         number  of  shareholders,  which  included  three of the  Trustees  and
         certain of their  affiliates (the "Stock  Transaction").  In connection
         with the Stock Transaction,  the three selling Trustees--James D. Ross,
         Martin H. Petersen and Gilbert H. Watts,  Jr.--resigned  from the Board
         of Trustees.
<PAGE>
         On March 15, 2000,  the Board of Trustees  voted to waive the ownership
         limitations   in  Vinings'   Declaration   of  Trust  with  respect  to
         shareholders acquiring shares in the Stock Transaction, as well as with
         respect to certain holders of Preferred Shares.


NOTE 8 - DISTRIBUTIONS

         Vinings has not declared or paid any common dividends during the twelve
         months ended December 31, 2000.  Vinings  declared two common dividends
         of five cents per share  each,  which were paid  September  1, 1999 and
         December 8, 1999,  respectively to shareholders of record on August 16,
         1999 and  November  26,  1999,  respectively.  For  federal  income tax
         purposes these distributions represented a return of capital.

         Effective April 1, 2000,  Vinings  exchanged all of the Preferred Units
         for Preferred Shares. (See Note 5). The holders of Preferred Shares are
         entitled to receive  cumulative  preferential cash distributions at the
         per annum rate of $0.4675 per  Preferred  Share.  For the twelve months
         ended December 31, 2000, Vinings paid  distributions  totaling $697,126
         to Preferred Shareholders.


NOTE 9 - LEASING ACTIVITY

         The following is a schedule of future minimum rents due under operating
         leases that have  initial or  remaining  noncancellable  lease terms in
         excess of one year as of December 31, 2000, at Peachtree:

                         2001                     $439,389
                         2002                      218,124
                         2003                       45,018
                                              -------------
                         Total                    $702,531
                                              =============

         One tenant  generated 48% of Peachtree's  revenues for the period ended
         December  31,  2000.  The same  tenant  accounts  for 58% of the future
         minimum lease payments.


NOTE 10 - CONTINGENCIES

         Vinings is, from time to time,  subject to various claims that arise in
         the ordinary course of business. These matters are generally covered by
         insurance.  While the  resolution of these matters  cannot be predicted
         with  certainty,  management  believes  that the final  outcome of such
         matters  will not  have a  material  adverse  effect  on the  financial
         position or results of operations of Vinings.


NOTE 11 - SUPPLEMENTAL CASH FLOW INFORMATION

         Vinings paid interest of $4,931,050,  $3,667,542 and $1,299,005  during
         2000, 1999 and 1998,  respectively.  In connection with the acquisition
         of the Mississippi  Properties,  Vinings assumed mortgage  indebtedness
         totaling $41,692,503 and related cash escrow accounts.
<PAGE>
NOTE 12 - DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

         Based on interest rates and other  pertinent  information  available to
         Vinings  as of  December  31,  2000  and  December  31,  1999,  Vinings
         estimates  that the carrying  value of cash and cash  equivalents,  the
         mortgage  notes  payable,  the line of  credit,  and other  liabilities
         approximate  their fair values when compared to  instruments of similar
         type, terms and maturity.

         Disclosure  about  fair  value  of  financial  instruments  is based on
         pertinent  information  available to management as of December 31, 2000
         and December 31, 1999.  Although management is not aware of any factors
         that would significantly affect its estimated fair value amounts,  such
         amounts  have not been  comprehensively  revalued for purposes of these
         financial statements since December 31, 2000.


NOTE 13 - 1997 STOCK OPTION AND INCENTIVE PLAN

         Vinings'  1997 Stock Option and  Incentive  Plan (the "Plan")  provides
         incentives  to  officers,  employees,  Trustees,  and other key persons
         including  the  grant  of share  options,  share  appreciation  rights,
         restricted and unrestricted share awards, performance share awards, and
         dividend  equivalent  rights.  Under the Plan,  the  maximum  number of
         shares that may be reserved  and  available  for issuance is 10% of the
         total number of  outstanding  shares at any time plus 10% of the number
         of Units outstanding at any time that are subject to redemption rights.
         As of December 31,  2000,  the total  number of shares  authorized  for
         issuance  under the Plan was 134,305.  Options  granted  under the Plan
         expire ten years from the date of grant.

         During 1998 and 1997,  Vinings granted  non-qualified  share options to
         the  officers,  Trustees  and certain key persons.  The options  became
         fully  exercisable  one year  after the date of the  grant.  A total of
         26,000  options were granted in 1997,  which have an exercise  price of
         $5.00 per share as  compared  to a fair value of $4.56 per share on the
         date of the  grant.  Of the  options  granted in 1998,  75,250  have an
         exercise  price of $4.00 per share as compared to a fair value of $3.63
         on the date of the grant and 1,500 have an exercise  price of $4.75 per
         share,  which was equal to the fair  value on the date of grant.  There
         were no options granted during 1999 or 2000.

         On July 1, 1998,  Vinings awarded 20,000 shares of restricted  stock to
         the   officers  and  certain   Trustees   (the   "Restricted   Stock"),
         representing  a total value of $80,000  (based on the fair market value
         of a share of the  Trust on the award  date)  which  was  reflected  in
         compensation  expense and shareholders'  equity in 1998. The Restricted
         Stock was awarded as compensation for services to the Trust provided by
         such officers and Trustees as well as by The Vinings Group.

         The  Trust  accounts  for  share  options  issued  under  the  Plan  in
         accordance  with APB Opinion No. 25,  "Accounting  for Stock  Issued to
         Employees,"  under which no compensation cost has been recognized since
         all options have been granted with an exercise  price equal to or above
         the fair value of the Trust's shares on the date of grant.

         In  accordance   with  SFAS  No.  123   "Accounting   for   Stock-Based
         Compensation,"  the Trust has  estimated  the fair value of the options
         using a  binomial  option  pricing  model with the  following  weighted
         average assumptions:


                                       2000         1999        1998
                                     --------     -------      ------

        Risk free rate                 5.78%        5.36%       5.50%
        Expected life                 5 years      5 years     5 years
        Expected volatility             30%         30%          30%
        Expected dividend yield        3.6%         3.6%        3.6%
<PAGE>
         Using  these  assumptions,  the  estimated  fair  values of the options
         granted were $0, $0, and $87,112 for 2000, 1999 and 1998, respectively,
         which would be included in  compensation  expense  over the life of the
         vesting period.  Accordingly,  had Vinings accounted for the Plan under
         SFAS 123,  Vinings' pro forma net income  (loss) and net income  (loss)
         per share for the year ended  December  31,  2000,  1999 and 1998 would
         have been as follows:

                                 2000            1999             1998
                            -------------    -------------     ---------
        Net income:
          As reported       ($1,787,697)     ($1,309,250)       $84,993
                            =============    =============     =========

          Pro forma         ($1,787,697)     ($1,341,004)       $29,799
                            =============    =============     =========

        Net income per share:
          As reported          ($1.62)          ($1.19)          $0.08
                            =============    =============     =========

          Pro forma            ($1.62)          ($1.22)          $0.03
                            =============  == ============     =========


         The pro forma annual  compensation  cost  included in  determining  pro
         forma net income may not be  representative  of future pro forma annual
         compensation  cost since the  estimated  fair value of stock options is
         included  in  compensation   expense  over  the  vesting  period,   and
         additional stock options may be granted in future years.

         A summary of stock option  activity  under the Plan is presented in the
         following table:
<TABLE>

                                          2000                              1999                               1998
                              -----------------------------    ----------- ------------------    ----------- ------------------
                                              WEIGHTED                          WEIGHTED                           WEIGHTED
                                               AVERAGE                           AVERAGE                            AVERAGE
                                              EXERCISE                           EXERCISE                          EXERCISE
                              SHARES           PRICE            SHARES            PRICE            SHARES           PRICE
                              ------       --------------       ------        -------------       --------        ----------

<S>                           <C>          <C>                  <C>            <C>                 <C>            <C>
Options outstanding,
   Beginning of year          107,750           $4.25           108,750           $4.25             26,000          $5.00
Granted                           -               -                 -               -               82,750          $4.01
                              ----------- ------------------    ----------- ------------------    ----------- ------------------
Options outstanding,
   End of year                102,750           $4.26           107,750           $4.25           108,750           $4.25
                              =========== ==================    =========== ==================    =========== ==================
Options exercisable,
   End of year                102,750           $4.26           107,750           $4.25             26,000          $5.00
                              =========== ==================    ==============================    =========== ==================
Weighted average per
   Share value of
   Options granted                                -                                 -                               $1.05
                                          ==================                ==================                ==================
Options outstanding:
   Exercise price range                      $4.00-$5.00                       $4.00-$5.00                       $4.00-$5.00
                                          ==================                ==================                ==================
Weighted average
    Remaining life                              7.11                              8.11                              9.11
                                          ==================                ==================                ==================
</TABLE>
<PAGE>
NOTE 14 - UNUSUAL ITEM

         In August  1997,  Vinings,  through the  Operating  Partnership,  began
         contract  negotiations for the acquisition of a 2,365-unit portfolio of
         16  multifamily  properties.  The  sellers,  which  were 16  individual
         partnerships (the "Sellers"),  were to contribute the properties to the
         Operating  Partnership  in exchange for a  combination  of Units and/or
         cash  and  the  assumption  of  existing  mortgage   indebtedness  (the
         "Portfolio  Transaction").  The officers of Vinings  spent  substantial
         amounts of time and the Trust spent substantial amounts of money in its
         due  diligence  on  the   properties   and  in  contract   negotiations
         specifically  for this  portfolio.  Vinings  believes that it secured a
         binding  commitment  from the  Sellers for the  Portfolio  Transaction.
         Conditional  commitments for equity financing were obtained and Vinings
         was prepared to close on the  transaction in early 1998.  Within thirty
         days of closing,  the general  partner of the  Sellers  terminated  the
         contract for reasons  Vinings  believes to be pretextual,  in breach of
         the  contract  and not in the best  interests  of the  partners  of the
         selling partnerships or the shareholders of the Trust.

         On February 3, 1998,  Vinings  commenced an action against the Sellers,
         their  general  partners  and a  related  property  management  company
         seeking  specific  enforcement  of the  contract  and  damages  for the
         defendant's willful breach of contract,  lack of good faith negotiation
         and tortious interference in connection with the breach and termination
         of the  contract.  In a related  case,  the Sellers  filed an action on
         January 29, 1998 seeking a declaratory  judgement that the contract was
         not  valid,  binding  and  enforceable  against  them.  Because  of the
         uncertainty of the legal action at December 31, 1997,  Vinings expensed
         as  unrecoverable  due  diligence,   contract   negotiation  and  other
         acquisition costs totaling $532,185.

         On June 3,  1998,  a  settlement  was  agreed to  between  the  parties
         pursuant to a Settlement  Agreement  and Mutual  Release,  the terms of
         which are confidential. All pending claims have been dismissed. Amounts
         received  under the  Settlement  Agreement and Mutual  Release,  net of
         legal  fees  incurred  in  connection  with  the  litigation,   totaled
         $260,910, which has been shown as Unusual item, net on the Statement of
         Operations for 1998.

<PAGE>
<TABLE>
<CAPTION>
                       VININGS INVESTMENT PROPERTIES TRUST
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1999


                                                 Initial Cost to Trust        Improvements
                                               ---------------------------    Capitalized
                                                             Buildings and    Subsequent to
     Description                 Encumbrance     Land        Improvements     Acquisition
-------------------------------------------------------------------------------------------
<S>                             <C>            <C>           <C>              <C>
Cottonwood Apartments           $ 4,666,546    $ 605,300     $ 4,401,715       $ 42,214
Delta Bluff Apartments            6,182,456      765,700       6,519,178         36,390
Foxgate Apartments                6,573,143      805,700       6,872,119         25,000
Hampton House Apartments          5,148,819      645,200       5,334,988         34,680
Heritage Place Apartments         3,129,844      404,100       2,971,124         27,467
Northwood Place Apartments        4,461,640      685,700       5,171,264         36,437
River Pointe Apartments           5,958,353      765,700       6,516,567         56,283
Trace Ridge Apartments            5,307,867      686,000       4,908,464         17,404
The Thicket Apartments            7,132,347    1,070,500       7,590,400        354,577
Windrush Apartments               6,181,194    1,414,000       6,141,000        317,751
Peachtree Business Center         1,864,990      400,000       1,300,000      1,144,484
                               ---------------------------------------------------------
                               $ 56,607,199  $ 8,247,900     $57,726,819    $ 2,092,687
                               =========================================================
</TABLE>




<TABLE>
<CAPTION>

                                                  Gross amounts at which
                                                 carried at close of period                      Life on
                                   --------------------------------------------------------       which                   Date of
                                                   Buildings and                Accumulated   Depreciation      Date      Original
Description                             Land       Improvements      Total       Depreciation   is Computed   Acquired  Construction
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>          <C>            <C>            <C>             <C>            <C>          <C>
Cottonwood Apartments                $ 605,300    $ 4,443,929    $ 5,049,229    $  277,795      5-40 Years      5/99        1997
Delta Bluff Apartments                 765,700      6,555,568      7,321,268       389,078      5-40 Years      5/99        1996
Foxgate Apartments                     805,700      6,897,119      7,702,819       408,181      5-40 Years      5/99        1997
Hampton House Apartments               645,200      5,369,668      6,014,868       322,177      5-40 Years      5/99        1997
Heritage Place Apartments              404,100      2,998,591      3,402,691       187,227      5-40 Years      5/99        1996
Northwood Place Apartments             685,700      5,207,701      5,893,401       320,116      5-40 Years      5/99        1994
River Pointe Apartments                765,700      6,572,850      7,338,550       392,072      5-40 Years      5/99        1996
Trace Ridge Apartments                 686,000      4,925,868      5,611,868       306,099      5-40 Years      5/99        1996
The Thicket Apartments               1,070,500      7,944,977      9,015,477     1,621,586      5-40 Years      6/96        1989
Windrush Apartments                  1,414,000      6,458,751      7,872,751       625,834      5-40 Years     12/97        1983
Peachtree Business Center              400,000      2,444,484      2,844,484       743,390      5-40 Years      4/90        1982
                                 ---------------------------------------------------------------------------------------------------
                                    $8,247,900    $59,819,506    $68,067,406    $5,593,555
                                 =========================================================

<FN>
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
<PAGE>
                       VININGS INVESTMENT PROPERTIES TRUST
                              NOTES TO SCHEDULE III
                                December 31, 2000

     (A)  The  Peachtree  investment  was  acquired  through a deed  in-lieu  of
          foreclosure  of an original  mortgage  note  investment.  Peachtree is
          collateral  for a  $2,000,000  line of credit  held by the  Trust.  At
          December 31, 2000, $1,864,990 was outstanding on the line.

     (B)  The Thicket  Apartments  was  acquired on June 28, 1996 for a purchase
          price  of  $8,650,000.  It was  financed  by a  mortgage  loan  in the
          original  amount of $7,392,000 and borrowings from the Trust's line of
          credit, which is secured by Peachtree.

     (C)  Windrush  Apartments was acquired on December 19, 1997, for a purchase
          price  of  $7,555,000  consisting  of the  assumption  of an  existing
          mortgage loan in the amount of $6,464,898  and other  liabilities  and
          the issuance of 224,330  limited  partnership  units in the  Operating
          Partnership.

     (D)  The  Mississippi  Properties  were  acquired  on May 1,  1999,  for an
          aggregate purchase price $47,665,396  (excluding closing costs), which
          included the assumption of debt of  approximately  $41,693,000 and the
          balance  being paid in cash,  which was funded by the  issuance of the
          Preferred Units.

     (E)  Gross  capitalized  costs of real  estate  assets  are  summarized  as
          follows:
<TABLE>
<CAPTION>
                                           -----------------------------------------------------------
                                                 2000                1999                  1998
                                           -----------------------------------------------------------

<S>                                            <C>                 <C>                    <C>
Balance at beginning of period                 $67,762,005         $19,309,412            $19,162,992
                                           -----------------    ----------------     -----------------
   Additions during period:
       Additions                                       -            48,058,819                    -
       Improvements                                305,401             393,774                146,420
                                           -----------------    ----------------     -----------------
                                                   305,401          48,452,593                146,420
                                           -----------------    ----------------     -----------------

Balance at close of period                     $68,067,406         $67,762,005            $19,309,412
                                           =================    ================     =================
</TABLE>

(F) Accumulated depreciation on real estate assets is as follows:

<TABLE>
<CAPTION>

                                            --------------- ----- -------------- ------ --------------
                                                 2000                 1999                  1998
                                            --------------- ----- -------------- ------ --------------

<S>                                             <C>                  <C>                <C>
Balance at beginning of period                  $3,351,811           $1,664,678         $   1,036,311

   Additions during period                       2,241,744            1,687,133               628,367
                                            ---------------     ----------------      ----------------
Balance at close of period                      $5,593,555           $3,351,811            $1,664,678
                                            =================   ================      ================
</TABLE>
<PAGE>


Index to Exhibits
-----------------
<TABLE>
EXHIBIT NO.                 DESCRIPTION
----------                  -----------------
<S>                         <C>
       3.1           ---    Third  Amended and Restated  Declaration  of Trust of Vinings  (incorporated  by reference as
                            Exhibit 3.1 to Vinings'  Quarterly  Report on Form 10-Q for the quarter  ended  September 30,
                            1999, No. 0-13693).

       3.2           ---    Amended  and  Restated  Bylaws of the Trust  (incorporated  by  reference  as Exhibit  3.2 to
                            Vinings' Registration Statement on Form S-11, No. 2-94776).

       3.3           ---    Certificate  of  Designation  Classifying  and  designating  a series of Preferred  Shares as
                            Series A Convertible  Preferred Shares of the Trust (incorporated by reference as Exhibit 3.3
                            to Vinings' Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, No. 0-13693).

      10.1           ---    Vinings  Investment  Properties Trust 1997 Stock Option and Incentive Plan as approved by the
                            Shareholders  on July 1, 1997  (incorporated  by reference as Exhibit A to Vinings' report on
                            Form Schedule 14A filed on May 28, 1997).

      10.2           ---    Amended and Restated Agreement of Limited Partnership of Vinings Investment Properties,  L.P.
                            (incorporated  by reference as Exhibit  10.1 to Vinings'  Annual  Report on Form 10-K for the
                            fiscal year ended December 31, 1997, No. 0-13693).

      10.3           ---    First  Amendment to the Amended and  Restated  Agreement  of Limited  Partnership  of Vinings
                            Investment  Properties,  L.P.  (incorporated  by  reference  as Exhibit  10.2 to the Vinings'
                            Annual Report on Form 10-K for the fiscal year ended December 31, 1997, No. 0-13693).

      10.4           ---    Second  Amendment to the Amended and Restated  Agreement  of Limited  Partnership  of Vinings
                            Investment  Properties,  L.P.  (incorporated  by  reference  as Exhibit  10.3 to the Vinings'
                            Annual Report on Form 10-K for the fiscal year ended December 31, 1997, No. 0-13693).

      10.5           ---    Third Amendment to the Amended and Restated Agreement of Limited Partnership of Vinings
                            Investment Properties, L.P. (incorporated by reference as Exhibit 10.4 on Vinings' Annual
                            Report on Form 10-K for year ended December 31, 1998 No. 0-13693).

      10.6           ---    Fourth Amendment to the Amended and Restated Agreement of Limited Partnership of Vinings
                            Investment Properties, L.P. (incorporated by reference as Exhibit 10.5 on Vinings' Annual
                            Report on Form 10-K for year ended December 31, 1998, No. 0-13693).

      10.7           ---    Fifth Amendment to the Amended and Restated Agreement of Limited Partnership of Vinings
                            Investment Properties, L.P. (incorporated by reference as Exhibit 10.6 on Vinings' Annual
                            Report on Form 10-K for year ended December 31, 1998, No. 0-13693).

      10.8           ---    Sixth  Amendment to the Amended and  Restated  Agreement  of Limited  Partnership  of Vinings
                            Investment  Properties,  L.P.,  dated as of April 29,  1999  (incorporated  by  reference  as
                            Exhibit 4.1 to Vinings' report on Form 8-K filed on May 7, 1999).
<PAGE>
      10.9           ---    Seventh  Amendment to the Amended and Restated  Agreement of Limited  Partnership  of Vinings
                            Investment  Properties,  L.P. (incorporated by reference as Exhibit 3.2 to Vinings' Quarterly
                            Report on Form 10-Q for the quarter ended September 30, 2000, No. 0-13693).

      10.10          ---    Eighth  Amendment to the Amended and Restated  Agreement  of Limited  Partnership  of Vinings
                            Investment  Properties,  L.P. (incorporated by reference as Exhibit 3.2 to Vinings' Quarterly
                            Report on Form 10-Q for the quarter ended March 31, 2000, No. 0-13693).

      10.11          ---    Ninth  Amendment to the Amended and  Restated  Agreement  of Limited  Partnership  of Vinings
                            Investment  Properties,  L.P. (incorporated by reference as Exhibit 3.3 to Vinings' Quarterly
                            Report on Form 10-Q for the quarter ended June 30, 2000, No. 0-13693).

      10.12          ---    Promissory Note dated April 27, 1999 between Vinings  Investment  Properties,  L.P., and Bank
                            Atlanta  (incorporated  by reference as Exhibit  10.9 to the Vinings'  Annual  Report on Form
                            10-K for the fiscal year ended December 31, 1999, No. 0-13693).

      10.13          ---    Deed to Secure Debt and Security  Agreement dated April 27, 1999 between  Vinings  Investment
                            Properties,  L.P.  and Bank  Atlanta  (incorporated  by  reference  as  Exhibit  10.10 to the
                            Vinings'  Annual  Report on Form 10-K for the  fiscal  year  ended  December  31,  1999,  No.
                            0-13693).

      10.14          ---    Form of Management  Contract dated May 1, 1999 between  certain  subsidiaries  of Vinings and
                            VIP Management,  LLC for the  Mississippi  Properties  (incorporated  by reference as Exhibit
                            10.11 to the  Vinings'  Annual  Report on Form 10-K for the fiscal  year ended  December  31,
                            1999, No. 0-13693).

      10.15          ---    Management Contract dated January 1, 1999, between Thicket Apartments, L.P. and VIP
                            Management, LLC (incorporated by reference as Exhibit 10.11 on Vinings' Annual Report on
                            Form 10-K for the year ended December 31, 1998, No. 0-13693).

      10.16          ---    Management Contract dated January 1, 1999, between Vinings Communities, L.P. and VIP
                            Management, LLC (incorporated by reference as Exhibit 10.12 on Vinings' Annual Report on
                            Form 10-K for the year ended December 31, 1998, No. 0-13693).

      10.17          ---    Management Contract dated January 1, 1999, between Vinings Investment Properties, L.P. and
                            VIP Management, LLC (incorporated by reference as Exhibit 10.13 on Vinings' Annual Report on
                            Form 10-K for the year ended December 31, 1998, No. 0-13693).

      10.18          --     Form of Amended and Restated  Agreement of Purchase and Sale with attached  Revised  Schedule
                            of Material  Differences For Properties  Acquired May 1, 1999  (incorporated  by reference as
                            Exhibit 10.15 to the Vinings'  Annual Report on Form 10-K for the fiscal year ended  December
                            31, 1999, No. 0-13693).
<PAGE>
      10.19          ---    Securities Purchase  Agreement,  dated as of April 29, 1999, Relating to Series A Convertible
                            Preferred  Units of Vinings  Investment  Properties,  L.P., by and among  Vinings  Investment
                            Properties  Trust,  Vinings  Investment  Properties,  L.P. and the  Purchasers  named therein
                            (incorporated  by reference  as Exhibit  10.1 to Vinings'  report on Form 8-K filed on May 7,
                            1999).

      10.20          ---    Form of Registration  Rights and Lock Up Agreement,  dated as of April 29, 1999 (incorporated
                            by reference as Exhibit 10.2 to Vinings' report on Form 8-K filed on May 7, 1999).

      10.21          ---    Vinings/CMS  Master  Partnership,  L.P.,  Agreement of Limited  Partnership  (incorporated by
                            reference as Exhibit 10.1 to Vinings' report on Form 8-K/A filed on July 15, 1999).

      21.1           ---    Subsidiaries of the Trust (filed herewith).

      23.1           ---    Consent of Independent Public Accountants (filed herewith).

      23.2           ---    Consent of Independent Public Accountants (filed herewith).
</TABLE>