U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   Form 10-QSB



                [X]QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1997

                                       OR

               [ ]TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                           Commission file No. 1-13080

                              GROVE PROPERTY TRUST
        (Exact name of small business issuer as specified in its charter)


                Maryland                              06-1391084
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)           

598 Asylum Avenue, Hartford, Connecticut                 06105
(Address of principal executive offices)               (Zip Code)

                                 (860) 246-1126
                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange Act during the past 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:

                 3,953,829 common shares, $.01 par value, were
                        outstanding as of August 8, 1997.


Transitional Small Business Disclosure Format (check one):  Yes:     No: X

<PAGE>


                              GROVE PROPERTY TRUST

                                   Form 10-QSB
                                      Index


                                                                           Page

Part I:        Financial Information                                         3

Item 1:        Condensed Consolidated Financial Statements (unaudited)       3

               Condensed Consolidated Balance Sheets of Grove Property       
               Trust as of June 30, 1997 and December 31, 1996               3

               Condensed  Consolidated Income Statements of Grove 
               Property Trust for the three months ended June 30, 1997 
               and June 30, 1996                                             4 

               Condensed  Consolidated Income Statements of Grove 
               Property Trust for the six months ended June 30, 1997 
               and June 30, 1996                                             5

               Condensed Consolidated Statements of Cash Flows of 
               Grove Property Trust for the six months ended 
               June 30, 1997 and June 30, 1996                               6

               Notes to Condensed Consolidated Financial Statements          7

Item 2:        Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                    11

Part II:       Other Information                                            15

Item 4:        Submission of Matters to a Vote of Security Holders          15

Item 6:        Exhibits and Reports on Form 8-K                             16

Signatures                                                                  17

Exhibit Index                                                               18

<PAGE>

                                               June 30, 1997   December 31, 1996
                                                (Unaudited)         (Audited)
                                                -----------         ---------
ASSETS

Real estate assets:
Land .....................................          $ 10,830,350   $    920,293
Buildings and improvements ...............            99,104,926      8,528,075
Furniture, fixtures and equipment ........             5,258,010        349,768
                                                    ------------   ------------
                                                     115,193,286      9,798,136
Less - accumulated depreciation ..........           (28,589,729)    (1,049,815)
                                                    ------------   ------------
Net real estate assets ...................            86,603,557      8,748,321

Cash and cash equivalents ................             1,762,117        381,340
Cash - resident security deposits ........             1,170,271        157,537
Other assets .............................             3,018,535        233,412
                                                    ------------   ------------

 Total assets ............................           $92,554,480    $ 9,520,610
                                                    ============   ============


                                LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
Mortgage notes payable .........................    $44,027,948      $5,668,578
Revolving credit facility ......................      1,825,000            --
Other liabilities ..............................      3,759,653         350,341
Due to affiliates ..............................         88,163          19,190
                                                    -----------     -----------

Total liabilities ..............................     49,700,765       6,038,109
                                                    -----------     -----------

Commitments

Minority interest ..............................      5,213,588            --

Shareholders' equity:
Preferred shares, $.01 par value per share,
 4,000,000 shares authorized; no shares
 issued or outstanding .........................           --              --
 Common shares, $.01 par value per share,
 10,000,000 shares authorized; 3,953,829 and
 525,000 shares issued and outstanding .........         39,538           5,250
 Additional paid-in capital ....................     38,275,159       3,913,176
 Distributions in excess of earnings ...........       (674,569)       (435,925)
                                                    -----------     -----------

Total equity ...................................     37,640,128       3,482,501
                                                    -----------     -----------

Total liabilities and shareholders' equity .....    $92,554,480    $  9,520,610
                                                    ===========     ===========
<PAGE>



                                               For the Three Months Ended
                                      -----------------------------------------

                                                        June 30,       June 30,
                                                          1997           1996
                                                          ----           ----

Revenues:
    Rental income ..............................      $4,261,223       $ 514,593
    Property management ........................         172,897            --
    Interest and other income ..................          43,901          10,857
                                                       ---------       ---------
        Total revenues .........................       4,478,021         525,450
                                                       ---------       ---------


Expenses:
    Property operating and maintenance .........       1,407,781         165,595
    Real estate taxes ..........................         426,463          52,105
    Related party management fees ..............            --            27,059
    General and administrative .................         277,659          20,026
                                                       ---------       ---------
        Total expenses .........................       2,111,903         264,785
                                                       ---------       ---------

                                                       2,366,118         260,665

Interest expense ...............................         603,905         110,580
Depreciation and amortization ..................         915,678          87,789
                                                       ---------       ---------

  Income before minority interest ..............         846,535          71,297

  Minority interest ............................         337,859            --
                                                       ---------       ---------

      Net income ...............................        $508,676         $71,297
                                                       =========       =========


Net income per share ...........................        $   0.13         $  0.11
                                                       =========       =========

Weighted average number of shares ..............       3,953,699         620,102
                                                       =========       =========

<PAGE>


                                                    For the Six Months Ended
                                               ---------------------------------

                                                       June 30,    June 30,
                                                         1997        1996
                                                         ----        ----

Revenues:
    Rental income .................................. $ 5,438,245  $1,000,825
    Property management ............................     218,197        --
    Interest and other income ......................     127,747      19,729
                                                       ---------   ---------
        Total revenues .............................   5,784,189   1,020,554
                                                       ---------   ---------


Expenses:
    Property operating and maintenance..............   1,895,411     346,069
    Real estate taxes ..............................     542,481     101,712
    Related party management fees ..................      21,795      52,594
    General and administrative .....................     346,694      40,450
                                                       ---------   ---------
        Total expenses .............................   2,806,381     540,826
                                                       ---------   ---------

                                                       2,977,808     479,729

Interest expense ...................................     777,026     189,203
Depreciation and amortization ......................   1,155,306     198,275
Conveyance taxes ...................................      68,761        --
                                                       ---------   ---------

  Income before minority interest ..................     976,715      92,250

  Minority interest ................................     371,486        --
                                                       ---------   ---------

      Net income ...................................   $ 605,229    $ 92,250
                                                       =========   =========


Net income per share ...............................  $     0.23   $    0.15
                                                       =========   =========

Weighted average number of shares ..................   2,627,601     620,102
                                                       =========   =========

<PAGE>


                                                     For the Six Months Ended
                                                -------------------------------

                                                       June 30,        June 30,
                                                         1997            1996
                                                         ----            ----

Net cash provided by operating activities .......... $   608,046    $   309,185
                                                     -----------    -----------

Cash flows from investing activities:
 Acquisition charges ...............................  (2,980,306)          --
 Acquisition of partnership assets, net ............   3,213,353           --
 Additions to real estate assets ...................    (319,054)       (48,823)
                                                     -----------    -----------

Net cash used in investing activities ..............     (86,007)       (48,823)
                                                     -----------    -----------

Cash flows from financing activities:
 Net proceeds from mortgage payable on acquisition .  16,909,000        220,198
 Financing costs ...................................    (648,216)       (23,169)
 Proceeds from New Equity Investment ...............  30,000,000           --
 Repayment of mortgage payable ..................... (41,043,645)       (27,043)
 Purchase of limited partnership interests .........  (3,383,089)          --
 Payments to affiliates ............................    (757,962)       (95,732)
 Dividends paid ....................................    (217,350)      (238,875)
                                                     -----------    -----------

 Net cash provided by (used in) financing activities     858,738       (164,621)
                                                     -----------    -----------

Net increase in cash and cash equivalents ..........   1,380,777         95,741

Cash and cash equivalents, beginning of period .....     381,340        383,725
                                                     -----------    -----------

Cash and cash equivalents, end of period ...........  $1,762,117     $  479,466
                                                     ===========    ===========
<PAGE>


                              GROVE PROPERTY TRUST

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.   FORMATION AND BUSINESS OF THE COMPANY

     Grove  Property  Trust  (formerly  Grove  Real  Estate  Asset  Trust)  (the
     "Company")  was  organized  in the State of  Maryland on April 4, 1994 as a
     Real Estate  Investment  Trust  ("REIT").  The Company  currently  operates
     twenty-eight  properties with a total of 2,475  residential  apartments and
     95,255  square feet of commercial  property  including a 79,000 square foot
     neighborhood  retail center. The Company purchased three properties on June
     23, 1994 (the "Original  Properties"),  a fourth property  ("Cambridge") in
     January  of 1996,  twenty  additional  properties  on March  14,  1997 (the
     "Partnership  Properties")  from  affiliated  partnerships  (the  "Property
     Partnerships")   in  conjunction   with  a  series  of  transactions   (the
     "Consolidation Transactions"),  three additional properties on June 1, 1997
     (the "June97 Properties") from affiliated  partnerships in conjunction with
     the  assumption  of debt and the  issuance of  additional  Common Units (as
     defined  below) (the  "June97  Acquisitions")  and one property on July 2,
     1997 from an unrelated  third party (the "July97  Property")  (collectively
     the "Properties").

     These  statements  do not contain  all  information  required by  generally
     accepted  accounting  principles  to be included in a full set of financial
     statements.  In the  opinion  of  management,  the  accompanying  unaudited
     financial  statements  reflect  all the  adjustments  necessary  to present
     fairly the  financial  position of the Company at June 30, 1997 and results
     of operations  and its cash flows for the period then ended and the period
     ended June 30, 1996. These unaudited financial statements should be read in
     conjunction  with the audited  financial  statements and notes contained in
     the Company's Form 10-KSB for the year ended December 31, 1996.  Results of
     operations for this period are not necessarily  indicative of results to be
     expected for the full year.

     Earnings per share is based on the weighted average number of common shares
     issued and  outstanding;  620,102  shares from January 1, 1997 to March 14,
     1997,  3,953,435  shares from March 15, 1997 to April 30,  1997,  3,953,829
     shares from May 1, 1997 to June 30, 1997,  and 620,102 from January 1, 1996
     to June 30, 1996 (all adjusted for the Stock Split,  as defined in note 2).
     The dilutive  effect of the assumed  exercise of outstanding  stock options
     and warrants is less than 3% and, therefore, is not included.

     In February 1997, the Financial  Accounting Standard Board issued Statement
     No. 128,  Earnings  Per Share,  which is required to be adopted on December
     31, 1997.  At that time,  the Company will be required to change the method
     currently  used to  compute  earnings  per share and to  restate  all prior
     periods.  Under the new requirements  for calculating  primary earnings per
     share, the dilutive effect of stock options will be excluded. The impact of
     Statement 128 on the calculation of primary and fully diluted  earnings per
     share  for the  periods  ended  June 30,  1997  and  June  30,  1996 is not
     material.

2.   CONSOLIDATION TRANSACTIONS

     The  Consolidation  Transactions  were  completed  on  March  14,  1997 and
included the following:

          The Company  formed an operating  partnership  to serve as the vehicle
         for the consolidation of ownership and/or control of the operations and
         assets of the Company (the "Operating Partnership").

          Pursuant to an exchange  offer,  the Operating  Partnership  purchased
         from  limited   partners  (the  "Limited   Partners")  the  outstanding
         partnership  interest of each of the Property  Partnerships in exchange
         for   partnership   units  (the  "Common   Units")  of  the   Operating
         Partnership,  or, in certain circumstances,  cash. The number of Common
         Units  received  by a Limited  Partner was  calculated  based upon such
         partner's  interest  in the  applicable  partnership  as applied to the
         value of the Property Partnership associated therewith.

          Immediately   prior   to  the   consummation   of  the   Consolidation
         Transactions,  the Company declared a stock dividend aggregating 26,250
         Common  Shares and  concurrently  effected a stock  split of 1.125 to 1
         (collectively the "Stock Split"), thereby issuing on a pro rata basis a
         total  of  95,102  Common  Shares  to the  holders  of the  issued  and
         outstanding Common Shares as March 10, 1997.

          The Company issued  3,333,333 Common Shares to new equity investors in
          exchange for $30 million.

          Pursuant to a contribution  agreement (the  "Contribution  Agreement")
         among the Company,  certain  companies and individuals  affiliated with
         the Company  (the "Grove  Companies")  and the  Operating  Partnership,
         substantially  all of the assets and  operations  of the  Company,  the
         management   services  division  of  Grove  Property  Services  Limited
         Partnership and the Grove Companies' interests in the acquired Property
         Partnerships were transferred to the Operating Partnership.

         In exchange for the above, the Grove Companies received an aggregate of
         904,867 Common Units in the Operating Partnership and a cash payment of
         $177,669  from the Company,  and the Company  received  620,102  Common
         Units  in  the  Operating   Partnership.   Additionally,   the  Company
         contributed to the Operating  Partnership  the gross proceeds  received
         from new equity  investments  in  exchange  for a number of  additional
         Common Units equal to the number of Common Shares issued by the Company
         to the new equity investors.

          In  connection  with the  Consolidation  Transactions,  the  Operating
         Partnership entered into a three-year secured revolving acquisition and
         working  capital  credit  facility of  approximately  $25 million  (the
         "Revolving  Credit  Facility")  and  an  approximately   $15.1  million
         ten-year term mortgage loan.

         The  Company  used a  portion  of the  proceeds  from  the  new  equity
         investment, together with borrowings under the new credit facilities to
         refinance  approximately $39.6 million of mortgage  indebtedness of the
         Property  Partnerships  and to acquire  certain  minority  interests in
         certain of the Property Partnerships.


3.  RECENT ACQUISITIONS

     Pursuant  to a  Contribution  Agreement  dated  as of  May  30,  1997  (the
     "Contribution Agreement"), effective June 1, 1997, the Company acquired two
     residential  apartment complexes through the Operating  Partnership.  These
     acquisitions  were  effected  by  the  Operating  Partnership  through  the
     acquisition  of the assets  (other  than  certain  amounts of cash) and the
    assumption of liabilities of Northeast Apartments I Limited Partnership, the
     owner of Four Winds  Apartments  ("Northeast  L.P."),  and of West Hartford
     Center Associates,  Limited Partnership,  the owner of Brooksyde Apartments
     ("West Hartford L.P."). In addition, simultaneously with the acquisition of
     Four Winds  Apartments  and Brooksyde  Apartments and through the Operating
     Partnership,  the Company  acquired an  interest in Windsor  Arbor  Limited
     Partnership,  the owner of River's Bend Apartments  ("Windsor Arbor"),  and
     anticipates  that  it  will  acquire  the  remaining  limited   partnership
     interests in Windsor Arbor on or before December 31, 1997 for $4.9 million.

     Upon consummation  of the  transactions  referred to above,  the  Operating
     Partnership  issued an aggregate of 420,183 Common Units valued at $10
     per unit, which, under certain circumstances, could be redeemed for an
     equal number of Common Shares of the Company. The Company also assumed
     mortgage debt on Four Winds Apartments and Brooksyde Apartments in the
     aggregate  remaining  principal amount of $6.2 million.  Additionally,
     the Windsor  Arbor  investment  is  encumbered by a $8.6 mortgage debt
     which is included in the Company's  consolidated  financial statements
     at June 30, 1997. To complete these transactions, the Company borrowed
     $1.8  million  under  its  line of  credit  and  used  $68,000  of its
     available cash.

    Four Winds Apartments is a 168-unit  apartment complex located in North Fall
    River,  Massachusetts.  The complex, which includes six two-story wood frame
    buildings,  a clubhouse,  indoor and outdoor pools,  tennis courts and other
    recreational  facilities,  is located on approximately 24 acres of land. The
    Company intends to continue to operate the complex as rental apartments.

    Brooksyde  Apartments  is an  80-unit  apartment  complex  located  in  West
    Hartford,   Connecticut.   The  complex,   which  includes  eight  two-story
    buildings, is located on approximately 4 acres. The property is located near
    retail and  recreational  facilities.  The  Company  intends to  continue to
    operate the complex as rental apartments.

    River's  Bend  Apartments  is a  432-unit  condominium  complex  located  in
    Windsor,  Connecticut,  of which  349 units are own by  Windsor  Arbor.  The
    complex, which includes 33 two-story buildings, outdoor and indoor pools and
    a fitness center,  is located on approximately 72 acres of land. The Company
    intends to continue to operate the complex as rental apartments.

4.       PRO FORMA INFORMATION

     The following unaudited pro forma information for the six months ended
     June 30, 1997 and 1996 is  presented as if the  Consolidation  Transactions
     and the June97  Acquisitions  had occurred at the  beginning  of 1996.  The
     unaudited  information  does not purport to  represent  what the  Company's
     results of operations  would have actually  been if such  transactions,  in
     fact, had occurred on January 1, 1996, nor does it purport to represent the
     results of operations for future periods.

                                                June 30, 1997     June 30, 1996
                                                -------------     -------------
   Revenues                                     $  11,321,779       $10,985,878
   Net income after minority interest 
       and extraordinary items                        375,492           345,219
   Earnings per share                                    0.10              0.09

5.   MORTGAGE NOTES PAYABLE

     Mortgage  notes  payable at June 30, 1997 and  December 31, 1996 consist of
the following:

                                           June 30, 1997     December 31, 1996
                                           -------------     -----------------
       Amortizing first mortgage notes      $  10,042,537       $  5,668,578
       Interest only first mortgage notes      33,985,411                  0
                                               ----------       ------------
                                                                               
                                            $  44,027,948        $  5,668,578
                                            =============        ============

     The Amortizing first mortgage notes have fixed interest rates between 7.04%
     and  7.49%,   have  monthly   principal  and  interest  payments  based  on
     amortization  schedules between 25 and 30 years, and maturities between the
     year 2000 and 2013. The notes are collateralized by 6 of the Properties and
     are partially  guaranteed by certain executive officers and shareholders of
     the Company.

     The Interest only first  mortgage  notes are comprised of variable rate and
     fixed rate  notes,  are  collateralized  by 11 of the  Properties,  and are
     partially  guaranteed by certain executive officers and shareholders of the
     Company. One note has a principal balance of $4.0 million, monthly payments
     of interest  only at a fixed rate of 7.50%,  and matures in 1999.  One note
     has a principal balance of $15.1 million, monthly payments of interest only
     at a variable  rate of one month  LIBOR  plus  1.14%  (one month  LIBOR was
     5.72%  on June 30,  1997),  and  matures  in 2007.  Three  notes have an
     aggregate principal balance of $14.8 million,  monthly payments of interest
     only at a variable rate of one month LIBOR plus 1.20%,  and mature  between
     1999 and 2005.

     The interest rate on the variable notes has been partially fixed with three
     interest rate swap  contracts (the  "Interest  Swaps") with two banks.  The
     Interest Swaps, in effect, (i) have fixed $7.6 million of debt at 7.67% for
     the period from  October 1, 1997 through  October 1, 2007,  (ii) have fixed
     $7.6  million of debt at 7.68% for the period from  October 1, 1997 through
     January 4, 2005,  and (iii)  have fixed  $9.1million  of debt at 7.09% from
     December 15, 1995 through  December 15, 2000.  The Interest Swaps have been
     pledged as collateral under the various related variable notes.

6.   REVOLVING CREDIT FACILITY

     In  March  1997,  the  Operating  Partnership  entered  into a  three  year
     Revolving Credit Facility with a bank, guaranteed by the Company, for up to
     $25.0  million.   Borrowings   under  the  Revolving  Credit  Facility  are
     collateralized  by 9 of the Properties (the  "Collateral  Properties")  and
     bear interest  payable monthly at a floating rate of 1.2% above the 30, 60,
     or 90 day LIBOR rate.  The  Operating  Partnership  is required to maintain
     certain  financial  covenants as defined in the Revolving  Credit  Facility
     agreement.  The  Revolving  Credit  Facility  is  available  to fund future
     property  acquisitions,  up to $4.0  million is  available  to fund working
     capital  needs,  and up to $2.0 million is available to fund the redemption
     of  Common  Units  or the  purchase  of  Common  Shares  by  the  Operating
     Partnership.  As of June 30, 1997, there was $1.825 million outstanding 
     under the Revolving Credit Facility.



<PAGE>




Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.

Overview

The  following  discussion  should  be read in  conjunction  with the  financial
statements and notes thereto included elsewhere in this Report.

The  results  of  operations  for the six months  ended June 30,  1997 and three
months  ended  June 30,  1997  include  the three  multifamily  properties  (the
"Original Properties") that Grove Property Trust (the "Company") has owned since
its inception,  a fourth  property  ("Cambridge")  that the Company  acquired on
January 12, 1996,  twenty  properties  acquired on March 14, 1997 in conjunction
with the Consolidation Transactions (the "Consolidation Properties"),  and three
properties  acquired on June 1, 1997 from  affiliated  partnerships  (the twenty
March 14, 1997 acquisitions and the three June 1, 1997 acquisitions collectively
referred to as the "1997 Acquisitions") (collectively, the "Properties").

Results of Operations

Results of  operations of the Company for the six months ended June 30, 1997 and
June 30, 1996.

Total revenues increased $4,763,635 from $1,020,554 to $5,784,189 during the six
months ended June 30,  1997,  as compared to the  corresponding  period in 1996.
Approximately  $4,479,700  of the increase is due to the  operations of the 1997
Acquisitions.  Additionally,  $218,200  of the  increase  is related to property
management  revenues which represent fees earned on management services provided
to  properties  owned by  affiliated  entities.  Such  revenue is  derived  from
management   contracts   acquired   in   conjunction   with  the   Consolidation
Transactions; therefore there was no comparable revenue during the corresponding
period in 1996. The remainder of the increase in total revenues is  attributable
to the  increases  in rental  rates,  offset by slight  decreases  in  occupancy
experienced at the Original Properties and Cambridge, discussed below.

The Original  Properties  and  Cambridge  experienced  increases in rental rates
which were slightly  offset by decreases in occupancy,  having the net effect of
increasing  revenues.  The  weighted  average  rental  rates  for  the  Original
Properties  and  Cambridge  increased  to $709 for the six months ended June 30,
1997 from $688 for the six months ended June 30, 1996.  Physical  occupancy  for
the Original Properties and Cambridge decreased to an aggregate weighted average
occupancy  of 97.6% for the six  months  ended June 30,  1997 from an  aggregate
weighted  average of 97.9% for the six  months  ended  June 30,  1996.  Physical
occupancy for the Original  Properties and Cambridge  decreased to 97.5% at June
30,  1997 from 98.2% at June 30,  1996.  At June 30, 1997 the  weighted  average
physical occupancy for the Properties was 97.3%.

Property operating and maintenance  expenses increased  $1,549,342 from $346,069
to  $1,895,411  during the six months  ended June 30,  1997,  as compared to the
corresponding period in 1996. The increase is primarily due to the operations of
the 1997 Acquisitions.

Real estate taxes  increased  $440,769 from $101,712 to $542,481  during the six
months ended June 30, 1997, as compared to the corresponding period in 1996. The
increase is due primarily to the 1997  Acquisitions.  Related  party  management
fees  decreased  $30,799  from $52,594 to $21,795.  This  decrease is due to the
Company's  acquisition  of  the  management  company  in  conjunction  with  the
Consolidation Transactions, resulting in the elimination of all such expenses in
consolidation.

General and administrative  expenses increased $306,244 from $40,450 to $346,694
during the six months  ended June 30,  1997,  as compared  to the  corresponding
period in 1996. This increase is primarily due to the increased costs associated
with the change in size and structure of the Company.

Interest  expense  increased  $587,823 from $189,203 to $777,026  during the six
months ended June 30, 1997, as compared to the corresponding period in 1996. The
increase is primarily  due to the $38.3  million  mortgage  debt assumed  and/or
refinanced as part of the 1997 Acquisitions.

Depreciation  and  amortization  increased  $957,031 from $198,275 to $1,155,306
during the six months  ended June 30,  1997,  as compared  to the  corresponding
period in 1996. This increase results from approximately  $966,100  attributable
to the 1997 Acquisitions.

Conveyance taxes of $68,761 for the six months ended June 30, 1997 relate to the
Consolidation Transactions. This expense is a non-recurring item.

The Company's net income increased  $512,980 from $92,250 to $605,230 during the
six months ended June 30, 1997, as compared to the corresponding period in 1996.
Approximately $59,000 of this increase results from the net effect of decreasing
expenses and increasing  rental rates at the Original  Properties and Cambridge.
The remaining increase is due to the operations of the 1997 Acquisitions.

Results of  operations  of the Company for the three  months ended June 30, 1997
and June 30, 1996.

Total revenues increased $3,952,571 from $525,450 to $4,478,021 during the three
months ended June 30,  1997,  as compared to the  corresponding  period in 1996.
Approximately  $3,768,700  of the increase is due to the  operations of the 1997
Acquisitions.  Additionally,  $172,900  of the  increase  is related to property
management  revenues which represent fees earned on management services provided
to  properties  owned by  affiliated  entities.  Such  revenue is  derived  from
management   contracts   acquired   in   conjunction   with  the   Consolidation
Transactions; therefore there was no comparable revenue during the corresponding
period in 1996. The remainder of the increase in total revenues is  attributable
to the  increases in rental  rates,  offset by slight  decreases  in  occupancy,
experienced at the Original Properties and Cambridge, discussed below.

The Original  Properties  and  Cambridge  experienced  increases in rental rates
which were slightly  offset by decreases in occupancy,  having the net effect of
increasing  revenues.  The  weighted  average  rental  rates  for  the  Original
Properties  and Cambridge  increased to $712 for the three months ended June 30,
1997 from $690 for the three months ended June 30, 1996.  Physical occupancy for
the Original Properties and Cambridge decreased to an aggregate weighted average
occupancy  of 97.7% for the three  months  ended June 30, 1997 from an aggregate
weighted average of 98.2% for the three months ended June 30, 1996.

Property operating and maintenance  expenses increased  $1,242,186 from $165,595
to  $1,407,781  during the three months ended June 30, 1997,  as compared to the
corresponding period in 1996. Expenses increased approximately $1,233,200 due to
the operations of the 1997 Acquisitions.

Real estate taxes  increased  $374,358 from $52,105 to $426,463 during the three
months ended June 30,  1997,  as compared to the  corresponding  period in 1996.
Approximately   $372,982  of  this   increase  is   attributable   to  the  1997
Acquisitions. Related party management fees decreased $27,059 from $27,059 to $0
during the three months ended June 30,  1997,  as compared to the  corresponding
period  in  1996.  This  decrease  is due to the  Company's  acquisition  of the
management company in conjunction with the Consolidation Transactions, resulting
in the elimination of all such expenses in consolidation.

General and administrative  expenses increased $257,633 from $20,026 to $277,659
during the three months ended June 30,  1997,  as compared to the  corresponding
period in 1996. This increase is primarily due to the increased costs associated
with the change in size and structure of the Company.

Interest expense  increased  $493,325 from $110,580 to $603,905 during the three
months ended June 30, 1997, as compared to the corresponding period in 1996. The
increase is due  primarily to the $38.3  million  mortgage  debt assumed  and/or
refinanced as part of the 1997 Acquisitions.

Depreciation and amortization increased $805,711 from $87,789 to $915,678 during
the six months ended June 30, 1997, as compared to the  corresponding  period in
1996. The increase is primarily due to the 1997 Acquisitions.

The Company's net income increased  $437,379 from $71,297 to $508,676 during the
three  months ended June 30, 1997,  as compared to the  corresponding  period in
1996.  Approximately  $19,000 of this  increase  results  from the net effect of
decreasing  expenses and increasing rental rates at the Original  Properties and
Cambridge,  as discussed above. The remaining  increase is due to the operations
of the 1997 Acquisitions.

Liquidity and Capital Resources

Cash and cash equivalents  totaled $1,762,117 as of June 30, 1997. The Company's
long-term  debt to market  capitalization  on June 30,  1997 was 39.9%  based on
total market  capitalization of $114,852,357  (6,494,062  Operating  Partnership
units  outstanding  including  minority  interest at $68,999,409  plus long-term
debt) and long-term debt of $45,852,948.

Cash provided by operating activities was $608,046 for the six months ended June
30, 1997. Cash used in investing activities was $86,007 for the six months ended
June 30, 1997.

Net cash provided by financing  activities was $858,738 for the six months ended
June 30, 1997.

On June 18, 1997, the Company  declared a long dividend of $0.189 per share
for the period from March 14, 197 to June 30,  1997.  The  dividend  was paid on
July 16, 1997 to shareholders of record on June 30, 1997. On March 10, 1997, the
Company  declared  a short  dividend  of $0.184  per share for the  period  from
January  1,  1997 to  March  13,  1997,  which  was paid on  March  28,  1997 to
shareholders  of record on March 10, 1997.  The  dividends  declared  during the
period of $0.373 per share  resulted in a 70.7% payout of funds from  operations
for the six months ended June 30, 1997.

The  Company  declared  a  distribution  of  $0.189  per  common  unit of  Grove
Operating,  L.P. for all unit holders who were unit holders for the period March
14, 1997 to June 30, 1997. The distribution amount was prorated for unit holders
that were not unit  holders for the entire  period of March 14, 1997 to June 30,
1997. The distribution was paid on July 16, 1997.

The Company intends to meet its short term liquidity  requirements  through cash
flow provided by operations.  The Company considers its ability to generate cash
to be  adequate,  and expects it to  continue  to be adequate to meet  operating
requirements and pay shareholder dividends in accordance with REIT requirements.
The Company may use other sources of capital to finance additional  acquisitions
including,  but not limited to, the selling of additional equity interest in the
Company, non-distributed Funds From Operations, the issuance of debt securities,
funds from the Revolving Credit Facility, and exchanging Common Shares or Common
Units for properties or interests in properties.

The Company  continuously  evaluates  properties  for  possible  acquisition  or
disposition.  Individual  properties may be acquired  through direct purchase of
the property or through the purchase of the entity  owning such property and may
be made for cash or securities of the Company or the Operating  Partnership.  In
connection with any acquisition,  the Company may incur additional indebtedness.
If the  Company  acquires  or  disposes of any  property,  such  acquisition  or
disposition  could  have  a  significant  effect  on  the  Company's   financial
condition, results of operations or cash flows.

Funds from Operations

Industry  analysts   generally   consider  funds  from  operations   ("FFO")  an
appropriate  measure of performance of an equity REIT.  Funds from operations is
defined as income before gains (losses) on investments and  extraordinary  items
(computed in accordance with generally accepted accounting principles) plus real
estate   depreciation,   less  preferred  dividends  and  after  adjustment  for
significant  non-recurring  items,  if  any.  This  definition  conforms  to the
recommendations  set forth in a White Paper adopted by the National  Association
of Real Estate  Investment  Trusts ("NAREIT") in early 1995. FFO for years prior
to 1996 have been  adjusted  to conform to the NAREIT  definition.  The  Company
believes  that in order to  facilitate a clear  understanding  of its  operating
results,  FFO should be examined in conjunction with the net income as presented
in the financial  statements and information  included elsewhere in this Report.
FFO does not represent cash  generated  from operating  activities in accordance
with generally accepted accounting principles and is not necessarily  indicative
of cash  available  to fund cash  needs.  FFO  should  not be  considered  as an
alternative to net income as an indication of the Company's performance or as an
alternative to cash flow as a measure of liquidity.

FFO  increased  $933,268 from $259,580 for the six months ended June 30, 1996 to
$1,192,848  for the six months ended June 30, 1997.  Dividends  declared for the
six  months  ended  June 30,  1997  were  $843,874,  representing  71.3% of FFO.
Dividends  declared  for the six  months  ended  June 30,  1996  were  $240,188,
representing 92.5% of FFO.  FFO per share was $0.45 and $0.42 for the six months
ended June 30, 1997 and 1996, respectively.

FFO increased $835,505 from $143,426 for the three months ended June 30, 1996 to
$978,931 for the three months  ended June 30, 1997.  Dividends  declared for the
the long period  March 14, 1997 to June 30, 1997 were  $747,274,  representing
76.3% of FFO.  Dividends  declared for the three months ended June 30, 1996 were
$120,750,  representing  84.2% of FFO. FFO per share was $0.25 and $0.23 for the
three months ended June 30, 1997 and 1996, respectively.



<PAGE>



Cash Available for Distribution

Cash  Available for  Distribution  ("CAD") is defined as FFO (as defined  above)
plus depreciation on personal  property,  less mortgage  principal  payments and
recurring capital improvements.  Recurring capital improvements include, but are
not limited to, carpet and flooring  replacement,  appliance  replacements,  and
electrical and plumbing fixture replacement.  The Company believes that in order
to  facilitate a clear  understanding  of its operating  results,  CAD should be
examined in conjunction with net income as presented in the financial statements
and information  included  elsewhere in this Report. CAD does not represent cash
generated  from  operating  activities in  accordance  with  generally  accepted
accounting  principles  and is not  necessarily  indicative of cash available to
fund cash needs. CAD should not be considered as an alternative to net income as
an indication of the Company's  performance or as an alternative to cash flow as
a measure of liquidity.

CAD increased $915,805 from $228,982 for the six months ended June 30, 1996
to $1,144,787 for the six months ended June 30, 1997. Dividends declared for the
six  months  ended  June 30,  1997  were  $843,874,  representing  73.7% of CAD.
Dividends  declared  for the six  months  ended  June 30,  1996  were  $240,188,
representing 104.9% of CAD. CAD per share was $0.44 and $0.37 for the six months
ended June 30, 1997 and 1996, respectively.

CAD increased  $816,218 from $128,370 for the three months ended June, 1996
to $944,558 for the three months ended June 30, 1997. Dividends declared for the
long period March 14, 1997 to June 30, 1997 were $747,274, representing 79.1% of
CAD.  Dividends declared for the three months ended June 30, 1996 were $120,750,
representing 94.1% of CAD.  CAD per share was $0.24 and $0.21 for the three
months ended June 30, 1997 and 1996, respectively.

Inflation

Substantially  all of the leases at the properties are for a term of one year or
less,  which may enable  the  Company to seek  increased  rents upon  renewal or
reletting.  Such short-term  leases  generally lessen the risk to the Company of
the potential adverse effects of inflation.

"Safe Harbor" Statement under Private Securities Litigation Reform Act of 1996

     Certain  statements  contained in this report,  and in  particular  in this
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations,"  statements  in other  filings  with the  Securities  and  Exchange
Commission  and  statements  in other  public  documents  of the  Company may be
forward  looking and are subject to a variety of risks and  uncertainties.  Many
factors could cause actual results to differ  materially from these  statements.
These factors include,  but are not limited to, (i) population  shifts which may
increase or decrease the demand for rental housing, (ii) the value of commercial
and  residential  rental  properties in the Northeast where all of the Company's
properties are located, in recent years, have fluctuated considerably, (iii) the
effect on the Company's  properties of competition from new apartment  complexes
which may be  completed  in  proximity  to such  properties  thereby  increasing
competition,  (iv)  the  effect  of  weather  and  other  conditions  which  can
significantly  affect  property  operating  expenses,  (v) the  availability  of
acquisition  financing or refinancing,  (vi) compliance with applicable laws and
regulations  and (vii) other factors which might be described  from time to time
in the  Company's  filings  with the  Securities  and  Exchange  Commission.  In
addition,  the  Company  is subject  to the  effects  of changes in the  general
business economic conditions.

Although the Company believes that its properties will continue to be attractive
to tenants  and that it will be able to control  expenses,  future  revenue  and
operating  trends  cannot be  reliably  predicted.  These  trends  may cause the
Company to adjust its operation in the future.  Factors  external to the Company
can also  affect  the  price of the  Company's  Common  Shares.  Because  of the
foregoing and other  factors,  recent  trends should not be considered  reliable
indicators of future financial results or stock prices.





<PAGE>



PART II.  OTHER INFORMATION


Item 2.  Changes in Securities

                  (a)      Not applicable.

                  (b)      Not applicable.

                  (c) During the  quarter  ended June 30,  1997,  the  Company's
subsidiary  Grove  Operating  L.P.  (the  "Operating   Partnership")  issued  an
aggregate  of 420,183 of its Common Units as part of the  consideration  for its
acquisition of the assets of Northeast Apartments I Limited Partnership and West
Hartford  Center  Associates,  Limited  Partnership  and its  acquisition  of an
interest  in  Windsor  Arbor  Limited  Partnership.  The assets of each of these
limited  partnerships  consists  primarily  of  interests  in  rental  apartment
complexes.   Each  person  who  acquired  Common  Units  in  these  transactions
represented  to the  Operating  Partnership  that such person was an  accredited
investor  within the meaning of Rule 501 under the  Securities  Act of 1933,  as
amended (the "1933  Act").  The offer and sale of these Common Units was made by
the Operating Partnership in reliance on Rule 506 under the 1933 Act.

                  The Common Units issued in the transactions referred to in the
preceding paragraph are redeemable,  under certain circumstances,  at the option
of the holders  thereof.  If redeemed,  the Company has the option of paying the
redemption  price in cash based on the then market value per Common Share of the
Company or by the  issuance  of one Common  Share of the Company for each Common
Unit redeemed.

                  In  addition,  on May 1,  1997,  the  Company  sold 394 Common
Shares to J.  Joseph  Garrahy,  a member of the Board of Trust  Managers  of the
Company,  upon the  exercise  of options by Mr.  Garrahy.  Mr.  Garrahy  paid an
aggregate of $2,836.80 for such Common Shares. As a member of the Board of Trust
Managers of the Company,  Mr.  Garrahy is an  "accredited  investor"  within the
meaning of Rule 501 under the 1933 Act, and the sale of the Common Shares to him
upon the  exercise of his option was made by the Company in reliance on Rule 506
under the 1933 Act.

                  No  underwriting  discounts  or  commissions  were paid by the
Company  or the  Operating  Partnership  in  connection  with  the  transactions
described above.

Item 4.  Submission of Matters to a Vote of Security Holders.

         The Company held its Annual  Meeting of  Shareholders  on June 18, 1997
(the "Annual Meeting").  At the Annual Meeting,  the shareholders of the Company
elected all of the nominees  for Trustee and  ratified the  selection of Ernst &
Young, LLP as the Company's  independant  public accountants for the fiscal year
ending  December 31, 1997, each as described in the Notice of Annual Meeting and
Proxy Statement  distributed in connection with the Annual Meeting.  The results
of the voting of the  shareholders  with  respect  to such  matters is set forth
below.

   I.   Election of Trustees

                                Total Vote for      Total Vote Withheld
                                 Each Trustee        from Each Trustee
                                 ------------        -----------------

          Theodore R. Bigman       2,680,344              11,302
          Harold V. Gorman         2,680,344              11,302
          Damon D. Navarro         2,679,754              11,892

   II.  Ratification of the selection of Ernst & Young, LLP as the Company's 
        independant public accountants for the fiscal year ending 
        December 31, 1997.

                  For         Against         Abstain          Broker Non Vote
                  ---         -------         -------          ---------------

               2,688,593       3,053             0                    0


Item 6.  Exhibits and Reports on Form 8-K

                  (a)      Exhibits

                           27 - Financial Data Schedule

                  (b) During the quarter ended June 30, 1997,  the Company filed
a Current  Report on Form 8-K dated May 30,  1997  responding  to Items 2 and 7.
Amendment  No.  1 to  such  Current  Report  included  the  following  financial
statements:

Financial Statements of Businesses Acquired.
         Four Winds Apartments
         ---------------------
         Statement  of Revenue and Certain  Expenses  for the three months ended
         March 31, 1997 and the year ended  December 31, 1996 and for the period
         September  28, 1995 (date  operations  commenced) to December 31, 1995.

         Brooksyde  Apartments 
         ----------------------
         Statement of Revenue and Certain Expenses for the three  months  ended 
         March 31, 1997 and the period from October 1, 1996 (date  operations  
         commenced)  to December  31,  1996,  the period from
         January 1, 1996 to September  30, 1996 and the year ended  December 31,
         1995. 

         River's Bend Apartments
         -----------------------
         Statement of Revenue and Certain Expenses
         for the three months ended March 31, 1997 and years ended  December 31,
         1996 and 1995.

Pro Forma Financial Statements
         Pro  Forma  Condensed  Balance  Sheet as of March 31,  1997.  Pro Forma
         Condensed  Consolidated  Statement  of  Operations  for the year  ended
         December 31, 1996 and the three months ended March 31, 1997.



<PAGE>







SIGNATURES

In accordance  with the  requirements  of the Exchange Act, the  registrant  has
cause this report to be signed on its behalf by the undersigned,  thereunto duly
authorized.

                          REGISTRANT:

                          GROVE PROPERTY TRUST

Date: August 13, 1997     By:   /s/Joseph R. LaBrosse
                                ---------------------
                              Name:  Joseph R. LaBrosse
                             (on behalf of the registrant and as Chief Financial
                              Officer)

<PAGE>



                                               EXHIBIT INDEX


              Exhibit No.                                         Description

                   27             Financial Data Schedule