SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------


                                  FORM 10-K/A-1


[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
                                     of 1934


                   For the fiscal year ended December 31, 1996

[  ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities 
                              Exchange Act of 1934


              For transition period from __________to ____________

                         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, Georgia 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 Exchange Act: None

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

                 Shares of beneficial interest without par value
                                (Title of class)

The undersigned  registrant hereby amends Items 10, 11, 12 and 13 of Part III of
its Annual Report on Form 10-K for the period ended December 31, 1996.


<PAGE>


     The undersigned  registrant  hereby amends the following  items,  financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
period ending December 31, 1996 as set forth in the pages attached hereto:

Part III, Item 10  Directors and Executive Officers of Registrant

Part III, Item 11  Executive Compensation

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

Part III, Item 13  Certain Relationships and Related Transactions



<PAGE>



PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

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

     The  Board of  Trustees  of the Trust  consists  of seven  members  who are
elected by the Trust's  shareholders  at each annual  meeting of the Trust.  Set
forth below is certain information regarding the Trustees.

     Peter D. Anzo,  age 43, has been Chief  Executive  Officer,  President  and
Chairman of the Board of  Trustees  since  1996.  Since 1990,  Mr. Anzo has been
Chief Executive  Officer and a director of A&P Investors,  Inc. He is also Chief
Executive  Officer and a director of The Vinings Group,  Inc., a position he has
held since 1987. Mr. Anzo has been on the  Legislative  Committee  since 1995, a
delegate  since 1991,  and is currently  Vice Chairman of the  Political  Action
Committee of the National  Apartment  Association.  He has been a Co-Chairman of
the  Government  Affairs  Committee  since 1995,  Co-Chairman  of the Affordable
Housing  Task  Force  and  a  director  since  1992  of  the  Atlanta  Apartment
Association.  He has been a director of the Georgia Apartment  Association since
1993. 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 the Vice President,  Dispositions of Balcor/American  Express from 1981
until  1983,  where he was  involved  in the sale of  apartment  and  commercial
properties in the United States. During 1976 through 1981, Mr. Anzo was employed
by The Beaumont  Company,  Los Angeles,  California and  Linkletter  Properties,
where he was involved in the management,  leasing,  purchase and construction of
real property.

     Martin H. Petersen,  age 47, has been a Trustee since 1996. Since 1990, Mr.
Petersen has been  President  and a director of A&P  Investors,  Inc. He is also
President  and a director of The  Vinings  Group,  Inc.,  a position he has held
since 1987.  Since 1975 Mr.  Petersen has been a member of the Institute of Real
Estate  Management.  From 1984 through 1987, Mr.  Petersen was Vice President of
Southeast  United States Plaza Equities  Management and Plaza Pacific  Equities,
Inc.,  where he  supervised  the  management  of 5,770  apartment  units located
throughout  the  Southeastern  United  States,   including  3,000  garden  style
apartment units in Atlanta,  Georgia,  and managed the acquisition,  performance
and  disposition of properties.  Mr.  Petersen  served as a Branch Manager of GK
Properties of Atlanta,  Georgia, from 1979 to 1984, where he was responsible for
overseeing  the  operations of its  Southeastern  United States  offices,  which
included the acquisition and management of 5,500 garden style apartment units in
Atlanta,  Georgia.  Prior to joining GK  Properties,  from 1975 through 1979, he
served as Vice President of Stonehenge  Properties and Stonehenge  Realty Corp.,
where he oversaw the management of the commercial  office division and performed
various  other  functions,  including the  initiation  of numerous  feasibility,
marketing  and other  consulting  studies  for  REITs,  financial  institutions,
savings & loans and other owners of distressed and foreclosed  properties.  From
1971 to 1974,  Mr.  Petersen was a credit  analyst for Dun &  Bradstreet  in its
Business Trades Division.



<PAGE>


     Stephanie A. Reed, age 39, has been Vice  President,  Secretary,  Treasurer
and a Trustee  of the Trust  since  1996.  Since  1991,  Ms.  Reed has been Vice
President and a director of A&P Investors, Inc. She is also Vice President and a
director of The Vinings  Group,  Inc., a position she has held since 1991.  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.,  Ms. Reed served as a tax  supervisor at Jones and Kolb,
CPAs from 1983 through 1984,  where her  responsibilities  included the training
and supervision of audit and year-end work for real estate limited partnerships.
From 1981 to 1983,  Ms. Reed  performed  tax planning and  preparation  work for
trusts,  estates,  partnerships and corporations for Osburn Henning and Company,
CPAs.

     Gilbert H. Watts,  Jr., age 47, has been a Trustee since 1996. Mr. Watts is
Managing Partner of Watts Agent,  L.P., a position he has held since 1971. Watts
Agent,  L.P.  manages  various real estate  investments  including  residential,
commercial  and  industrial  properties.  Mr.  Watts is also  President of Radio
Center  Dalton,  Inc., a position he has held since 1985.  Mr. Watts serves as a
director of The Community Group,  Inc., a six bank holding company,  and various
family businesses.

     Phill D. Greenblatt, age 51, has been a Trustee since 1996. Since 1975, Mr.
Greenblatt  has been  President of p.d.g.  Real Estate Co.,  Inc., a real estate
brokerage and investment firm in multifamily,  retail and industrial  properties
in Colorado,  Arizona and Florida.  Mr. Greenblatt also is a member of the Board
of  Directors  of Western  States  Mortgage  Co.  From 1971  through  1974,  Mr.
Greenblatt was a commercial  sales associate with  Heller-Mark  Realty.  He also
served as an investment  banking  officer for the First  National Bank of Denver
from 1968 to 1971.

     Henry Hirsch, age 60, 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 and a shopping  center.  The  construction arm of his related entities
has completed over  $250,000,000 of new  construction  and  rehabilitation.  Mr.
Hirsch is a Certified  Apartment Property Supervisor with the National Apartment
Association.  He has  served as a director  and past  President  of the  Atlanta
Apartment  Association.  He has  served  as a  Regional  Vice  President  of the
National  Apartment  Association  and currently is the Chairman of the Builders,
Owners, and Developers Committees of the National Apartment Association.

     Thomas B. Bender,  age 66, has been a Trustee since  February  1997.  Since
1991, Mr. Bender has been a partner of Financial & Investment  Management Group,
Ltd., an investment  counseling  firm. From 1978 to 1991, Mr. Bender served as a
Vice  President  of Kidder  Peabody & Co. Mr.  Bender has a total of  thirty-one
years experience in the investment securities business serving as an officer and
principal  of several  major  investment  banking  firms.  He is a member of the
Association  for Investment  Management and Research and The Financial  Analysis
Society of Detroit and serves as a director of The Munder  Funds,  a mutual fund
group, and a director of The International Affairs Forum.




<PAGE>


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

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


Name                       Position
----                       --------

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

Stephanie A. Reed          Vice President, Secretary and Treasurer


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

     The Trust's officers and 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 SEC.  Copies of those
reports  must also be  furnished  to the Trust.  Based solely on a review of the
copies of reports  furnished  to the Trust and written  representations  that no
other  reports were  required,  the Trust  believes  that during its 1996 fiscal
year, no person who was a Trustee,  officer or greater than 10% beneficial owner
of the Trust's  Shares  failed to file on a timely basis any report  required by
Section 16(a).


ITEM 11. EXECUTIVE COMPENSATION

Compensation of Trustees and Officers
-------------------------------------

     Trustees who are officers of the Trust  receive no  compensation  for their
services  as  Trustees.  Trustees  who are not  officers  of the  Trust  receive
compensation  for their  services as the Board of Trustees may from time to time
determine.  Since the  consummation  of the Tender Offer,  Trustees who were not
officers of the Trust did not receive an annual  retainer  but did receive  $250
for each regular meeting of the Board of Trustees attended.

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

     During fiscal 1996, the officers of the Trust did not receive  compensation
from the Trust for their  services as  officers.  While a majority of their time
was spent handling Trust affairs, the officers were also officers of The Vinings
<PAGE>

Group,  Inc.,  ("The Vinings Group") a privately held real estate company,  from
which they received  compensation and benefits.  The Trust did not reimburse The
Vinings Group for any of the officers'  salaries or benefits provided to them by
The Vinings Group. In the future,  the annual salary, any salary adjustments and
any other benefits for executive officers will be determined by the Compensation
Committee in its  discretion  and will be targeted  according to the salaries of
executives  holding similar offices and having similar  responsibilities  within
the Trust's  industry  segment.  The  Compensation  Committee  may also consider
factors such as industry experience and executive retention.

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

     The members of the  Compensation  Committee of the Board of Trustees of
the Trust,  whose names are set forth below,  have prepared the following report
on the Trust's executive compensation policies and philosophy for fiscal 1996.

General
-------

     The  Compensation  Committee was formed in October 1996 and consists of Mr.
Bender,  Mr. Watts and Mr. Greenblatt,  each of whom is a non-employee  Trustee.
Ms. Reed was a member of the  Compensation  Committee  until April 24, 1997. The
Compensation  Committee  is generally  responsible  for  developing  the Trust's
executive and management compensation policies, including awards of equity-based
compensation.

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

     The  Compensation  Committee,  together  with  the  Board of  Trustees,  is
currently  reviewing  its policies  with respect to executive  compensation.  In
connection  with this review,  the  Compensation  Committee  will  establish its
compensation  philosophy as to (a) base salaries for executive officers;  (b) an
appropriate  methodology for  determining the amount of annual cash bonuses,  if
any,  paid  to  executive  officers;  and  (c) an  appropriate  methodology  for
structuring   long-term   incentive  awards.   The  Compensation   Committee  is
undertaking  this review with the goal of ensuring that (i) the base salaries of
executive  officers are comparable and competitive  when measured  against those
paid by other companies  within the Trust's industry  segment;  (ii) annual cash
bonuses  awarded to executive  officers are based on appropriate  individual and
Trust performance  targets established at the beginning of each fiscal year; and
(iii) long-term  incentive  awards to executive  officers more closely align the
interests of the executive officers with those of the Trust's stockholders.  The
Compensation  Committee  currently intends to complete its review of the Trust's
executive compensation policies in fiscal 1997.

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

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

  Thomas B. Bender,  Chairman    Gilbert H. Watts,  Jr.
  Phill D. Greenblatt            Stephanie A. Reed (member until April 24, 1997)
<PAGE>
Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------

     Mr. Anzo, the President,  Chief Executive Officer and Chairman of the Board
of Trustees of the Trust, and Ms. Reed, Vice President,  Secretary and Treasurer
of the  Trust,  will  make  general  recommendations  to  and  review  with  the
Compensation Committee the salary increases and bonus compensation of executives
and management other than themselves.

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

     Set forth below is a line graph comparing the yearly  percentage  change in
the  cumulative  total  shareholder  return  on  the  Trust's  Shares  with  the
cumulative  total  return of  companies on the Standard & Poor's (S&P) 500 Stock
Index,  the National  Association of Real Estate  Investment  Trusts  ("NAREIT")
Mortgage  Index and the NAREIT Total Return Equity Index.  The returns are based
on the market price of the Shares and assume the reinvestment of dividends.  The
calculation of total  cumulative  return assumes a $100 investment in the Shares
on January 1, 1991.  The  comparisons  in this table are  historical and are not
intended to forecast or be  indicative  of possible  future  performance  of the
Trust's Shares.

     Subsequent to the  consummation  of the Tender Offer in February,  1996 and
consistent with its growth and expansion  strategy,  management of the Trust has
caused the Trust to expand  into the  multifamily  property  markets,  a line of
business  which is covered by the NAREIT Total Return Equity Index.  As a result
of the change in the line of business of the Trust,  the Trustees  believe that,
for periods  subsequent  to the Tender  Offer,  it is no longer  appropriate  to
compare  the  performance  of the  Trust's  Shares to  companies  on the  NAREIT
Mortgage  Index.  Accordingly,  the  performance  of the Trust's Shares has been
compared to both the NAREIT  Mortgage  Index and the NAREIT Total Return  Equity
Index assuming a $100  investment on January 1, 1991,  despite the fact that the
Trust has only been on the NAREIT  Total  Return  Equity  Index for a portion of
fiscal 1996.
<TABLE>
<CAPTION>

                 Comparison of Five Year Cumulative Total Return
               Among S&P 500 Index, NAREIT Mortgage Index, NAREIT
                          Total Return Equity Index and
                       Vinings Investment Properties Trust
                       -----------------------------------


<S>                                      <C>       <C>        <C>         <C>        <C>        <C> 
                                         1991      1992       1993        1994       1995       1996
                                         ----      ----       ----        ----       ----       ----
Vinings Investment Properties Trust       100       132        162        217         230        383
S&P 500                                   100       141        155        157         215        265
NAREIT Mortgage Index                     100       134        154        117         190        287
NAREIT Total Return Equity Index          100       155        186        192         221        299

</TABLE>
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table sets forth,  to the best  knowledge and belief of the
Trust,  certain  information  regarding the beneficial  ownership of the Trust's
Shares  as of March  31,  1997 by (i) each  person  known by the Trust to be the
beneficial  owner of more than 5% of the  outstanding  Shares,  (ii) each of the
Trustees,  (iii) each of the executive officers of the Trust and (iv) all of the
Trust's executive officers and Trustees as a group.
<TABLE>

<S>          <C>                                           <C>                             <C>
             Trustees, Executive Officers                           Shares                 Percentage of
                  and 5% Shareholders                       Beneficially Owned (1)           Class (2)
                  -------------------                       ----------------------           ---------

Financial & Investment Management Group, Ltd.                        252,789 (3)               23.39%
Paul H. Sutherland, CFP, President
417 St. Joseph Street
P.O. Box 40
Suttons Bay, MI  49682

Watts Agent, L.P.                                                     93,355 (4)                8.64%
1006 Trammel Street
Dalton, GA  30720

Peter D. Anzo                                                         87,312                    8.08%
Martin H. Petersen                                                    81,285                    7.52%
Stephanie A. Reed                                                      9,818                      *
Gilbert H. Watts, Jr.                                                 93,355 (5)                8.64%
Phill D. Greenblatt                                                   24,005                    2.22%
Henry Hirsch                                                          60,012                    5.55%
Thomas B. Bender                                                      88,389 (6)                8.18%

All Trustees and officers as a group (7 persons)                     444,176                   41.11%

<FN>


--------------------------
*       Less than 1%.

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

     (2) Percentages are calculated on the basis of 1,080,517 Shares outstanding
as of March 31, 1997.

     (3) Based on Amendment No. 3 to Schedule 13D filed with the SEC on November
22, 1996,  Financial & Investment  Management  Group,  Ltd. ("FIMG") and Paul H.
Sutherland,  CFP,  President,  have  shared  dispositive  and voting  power with
respect to all such Shares.
<PAGE>
     (4) Based on a Schedule  13D filed  with the SEC on August 2,  1996,  Watts
Agent,  L.P. and Gilbert H. Watts, Jr. have shared  dispositive and voting power
with respect all such Shares.

     (5) Mr. Watts may be deemed to beneficially  own 93,355 Shares by virtue of
his position as Managing Partner of Watts Agent, L.P. Mr. Watts and Watts Agent,
L.P. have shared dispositive and voting power with respect to all such Shares.

     (6) Mr. Bender  beneficially  owns 1,000 Shares and has shared  dispositive
and voting power with respect to an additional  87,389 Shares with FIMG and Paul
H. Sutherland.
</FN>
</TABLE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Certain  executive  officers  and  Trustees  of  the  Trust  are  officers,
directors  and/or  stockholders  of  The  Vinings  Group  and  its  wholly-owned
subsidiaries  (individually,  a  "Subsidiary").  The Vinings  Group has provided
services to the Trust relating to administration,  acquisition,  and capital and
asset  advisory  services at little or no cost to the Trust.  In  addition,  the
officers  of the Trust  have been  compensated  by The  Vinings  Group for their
services  as officers of The Vinings  Group,  although a  substantial  amount of
their time was spent  handling  Trust  affairs.  The Trust did not reimburse The
Vinings Group for any of the officers'  salaries.  The Trust does not anticipate
that these  services will  continue to be provided  free of charge,  and certain
costs paid on the Trust's behalf have been reimbursed to The Vinings Group.

     In connection  with the Trust's  acquisition of The Thicket  Apartments,  a
254-unit  apartment  complex located in Atlanta,  Georgia,  MFI Realty,  Inc., a
Subsidiary,  was paid a broker's  commission  in the amount of  $150,000  by the
seller of the property.  Also in connection with The Thicket,  the Trust entered
into a management  agreement with Vinings  Properties,  Inc., a Subsidiary,  for
property  management services equal to five percent of gross revenues plus a fee
for data processing.

     In connection with the Trust's proposed acquisition of Windrush Apartments,
a 202-unit apartment community located in Atlanta,  Georgia,  MFI Realty,  Inc.,
will be paid a financial  advisor's fee in the amount of $75,500 from the seller
upon the closing of the acquisition.

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



<PAGE>


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


VININGS INVESTMENT PROPERTIES TRUST
(Registrant)

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


Dated:   April 30, 1997