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

                                 Amendment No. 2

                                       to


                [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 
 incorporation or organization)                      Identification No.)
         

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>


   
                                EXPLANATORY NOTE

This  amendment to the Quarterly  Report on Form 10-QSB of Grove  Property Trust
(the  "Company") for the quarter ended June 30, 1997 is being filed  to reflect
the recording of the acquisition of certain partnership interests from 
non-sponsor limited partners using their market value rather than historical
cost.  These changes are reflected in the consolidated balance sheet.
    



<PAGE>

<TABLE>

                              GROVE PROPERTY TRUST

                                   Form 10-QSB
                                      Index

-------------------------------------------------------------------------------
<CAPTION>

                                                                           Page

<S>                                                                        <C>
Part I:        Financial Information                                          4

Item 1:        Condensed Consolidated Financial Statements (unaudited)        4

               Condensed Consolidated Balance Sheets of Grove Property Trust   
               as of June 30, 1997 and December 31, 1996                      4

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

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

               Condensed Consolidated Statements of Cash Flows of Grove 
               Property Trust for the six months ended June 30, 1997 
               and June 30, 1996                                              7

               Notes to Condensed Consolidated Financial Statements           8

Item 2:        Management's Discussion and Analysis of Financial 
               Condition and Results of Operations                           12

Part II:       Other Information                                             17

Item 6:        Exhibits and Reports on Form 8-K                              17

Signatures                                                                   18

Exhibit Index                                                                19

</TABLE>


<PAGE>
<TABLE>

                                        GROVE PROPERTY TRUST
                                CONDENSED CONSOLIDATED BALANCE SHEETS

<CAPTION>

                                                                           June 30, 1997    December 31, 1996
                                                                             (Unaudited)       (Audited)
                                                                            -------------    -------------
                                               ASSETS                                (In thousands)
<S>                                                                           <C>             <C>   
Real estate assets:                               
        Land ............................................................   $      11,971    $         920

        Buildings and improvements ......................................         103,954            8,528

        Furniture, fixtures and equipment ...............................           5,258              350
                                                                            -------------    -------------

                                                                                  121,003            9,798

        Less - accumulated depreciation .................................         (28,590)          (1,050)
                                                                            -------------    -------------

                Net real estate assets ..................................          92,413            8,748


Cash and cash equivalents ...............................................           1,762              381

Cash - resident security deposits .......................................           1,170              158

Other assets ............................................................           3,079              234
                                                                            -------------    -------------

 Total assets ...........................................................   $      98,424    $       9,521
                                                                            =============    =============

                                LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
        Mortgage notes payable ..........................................   $      44,028    $   5,668,578

        Revolving credit facility .......................................           1,825             --

        Other liabilities ...............................................           3,760              350

        Due to affiliates ...............................................              88               19
                                                                            -------------    -------------


Total liabilities .......................................................          49,701            6,038
                                                                            -------------    -------------
Commitments

Minority interest in consolidated partnership ...........................           6,395             --

Minority interest in operating partnership...............................          17,488             --

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 ...........................              40                6
   
        Additional paid-in capital ......................................          25,466            3,912

        Distributions in excess of earnings .............................           (666)            (435)
                                                                            -------------    -------------

Total equity ............................................................         24,840            3,483
                                                                            -------------    -------------

Total liabilities and shareholders' equity ..............................   $     98,424    $       9,521
                                                                            =============    =============
<FN>
See notes to financial statements.
</FN>
<PAGE>

</TABLE>

<TABLE>

                                           GROVE PROPERTY TRUST
                                 CONDENSED CONSOLIDATED INCOME STATEMENTS
                                               (Unaudited)

<CAPTION>

                                                               For the Three Months Ended
                                                               --------------------------
                                                                                                                  ---------
                                                                  June 30,    June 30,
                                                                    1997        1996
                                                                    ----        ----
                                                                  (In thousands)
<S>                                                              <C>         <C>
Revenues:
    Rental income ..............................................$ 4,261  $      515

    Property management ........................................    173         --

    Interest and other income ..................................     44          11
                                                                  ---------   ---------

        Total revenues .........................................  4,478         526
                                                                  ---------   ---------


Expenses:
    Property operating and maintenance .........................    1,408       166

    Real estate taxes ..........................................      426        52

    Related party management fees ..............................       --        27

    General and administrative .................................      278        20
                                                                  ---------   ---------

        Total expenses .........................................    2,112       265
                                                                  ---------   ---------


                                                                    2,366     261


Interest expense ...............................................      604     102

Depreciation and amortization ..................................      915      88
                                                                  ---------   ---------


            Income before minority interests ...................      847      71


            Minority interests in consolidated partnerships ....       46        --

            Minority interest in operating partnership .........      291        --
                                                                  ---------   ---------

Net income .....................................................  $   510   $  71
                                                                  =========   =========


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

Weighted average number of common shares .......................  3,953,699     620,102
                                                                  =========   =========
                                                            
<FN>
See notes to financial statements.
</FN>
</TABLE>


<PAGE>

<TABLE>

                                           GROVE PROPERTY TRUST
                                 CONDENSED CONSOLIDATED INCOME STATEMENTS
                                               (Unaudited)

<CAPTION>
                                                                      For the Six Months Ended
                                                                      ------------------------
     
                                                                      June 30,      June 30,
                                                                         1997         1996
                                                                       ----------   ----------
                                                                        (In thousands)
<S>                                                                    <C>          <C>
Revenues:
    Rental income ..................................................     $5,438      $1,001

    Property management ............................................        218         --

    Interest and other income ......................................        128          20
                                                                          -------     ------
                                                                                  

        Total revenues .............................................      5,784       1,021
                                                                        ---------    ---------
                                                                                 

Expenses:
    Property operating and maintenance .............................      1,964         346

    Real estate taxes ..............................................        542         102

    Related party management fees ..................................         22          53

    General and administrative .....................................        347          40
                                                                          -------     ------
                                                                                   

        Total expenses .............................................      2,875         541
                                                                        ---------      -------
                                                                                  
                                                                          2,909         480


Interest expense ...................................................        777         189

Depreciation and amortization ......................................      1,155         198
                                                                        ---------      -------
                                                                      

            Income before minority interests .......................        977         93


            Minority interests in consolidated partnerships ........         49         --

            Minority interest in operating partnership .............        314         --
                                                                       ----------   ----------


                Net income .........................................   $    614   $    93
                                                                       ----------   ----------


Net income per common share .......................................   $     0.24   $     0.15
                                                                       ==========   ==========


Weighted average number of common shares ...........................    2,627,601      620,102
                                                                       ==========   ==========
<FN>
See notes to financial statements.
</FN>
</TABLE>



<PAGE>

<TABLE>


                              GROVE PROPERTY TRUST
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<CAPTION>

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

                                                                        June 30,      June 30,
                                                                         1997           1996
                                                                         ----           ----
                                                                           (In thousands)
<S>                                                                   <C>           <C>
Net cash provided by operating activities ........................   $      626    $     309
                                                                     -----------    -----------


Cash flows from investing activities: ............................         
      Acquisition charges ........................................         (522)          --

      Cash acquired on purchase of partnerships ..................        3,213           --

      Purchase of limited partnership interests ..................       (3,383)          --

      Additions to real estate assets ............................         (319)         (49)
                                                                     -----------    -----------

                                                                                   
                  Net cash (used in) investing activities ........       (1,011)         (49)
                                                                     -----------    -----------


Cash flows from financing activities:
      Net proceeds from mortgage payable on acquisition ..........       16,909          220

      Financing costs ............................................         (648)         (23)
                                                                                   
      Proceeds from new equity investment, net of issuance costs .       27,524             -
                                                                                                   
      Repayment of mortgages payable .............................      (41,044)         (27)
                                                                                      
      Payments to affiliates .....................................         (758)         (96)

      Dividends paid .............................................         (217)        (239)
                                                                     -----------    -----------


        Net cash provided by (used in) financing activities ......        1,766         (165)
                                                                     -----------    -----------


Net increase in cash and cash equivalents ........................        1,381           95


Cash and cash equivalents, beginning of period ...................          381          384
                                                                     -----------    -----------


Cash and cash equivalents, end of period .........................  $     1,762    $     479
                                                                     ===========    ===========
                                                              

<FN>
See notes to financial statements.
</FN>
</TABLE>



<PAGE>


                                            GROVE PROPERTY TRUST

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                (Unaudited)
                                               (In thousands)


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 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
         $178  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
     related  party  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 $8.6 million  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 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.
<TABLE>
<CAPTION>

                                            June 30, 1997        June 30, 1996
                                            -------------        -------------
                                                     
<S>                                         <C>                  <C>
   Revenues                                 $      11,322             $  10,986
   Net income after minority interests 
   and extraordinary items                            672                   557
   Earnings per share                                0.17                  0.14

</TABLE>


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      $      10,043        $   5,669
       Interest only first mortgage notes          33,985                  -
                                               ----------         -----------  
                                                                           
                                            $      44,028         $  5,669
                                            =============         ============

     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 $9.1  million 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 from $1,021 to $5,784 during the six
months ended June 30,  1997,  as compared to the  corresponding  period in 1996.
Approximately  $4,480  of the increase is due to the  operations of the 1997
Acquisitions.  Additionally,  $218  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  $1,618 from $346
to  $1,964  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 from $102 to $542  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  $31  from $53 to $22.  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 $307 from $40 to $347
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  $588 from $189 to $777  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 from $198 to $1,155
during the six months  ended June 30,  1997,  as compared  to the  corresponding
period in 1996. This increase results from approximately  $966  attributable
to the 1997 Acquisitions.


The Company's net income increased  $521 from $93 to $614 during the
six months ended June 30, 1997, as compared to the corresponding period in 1996.
Approximately $59 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 $3,953 from $526 to $4,478 during the three
months ended June 30,  1997,  as compared to the  corresponding  period in 1996.
Approximately  $3,769  of the increase is due to the  operations of the 1997
Acquisitions.  Additionally,  $173  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 from $166
to  $1,408  during the three months ended June 30, 1997,  as compared to the
corresponding period in 1996. Expenses increased approximately $1,233 due to
the operations of the 1997 Acquisitions.

Real estate taxes  increased  $374 from $52 to $426 during the three
months ended June 30,  1997,  as compared to the  corresponding  period in 1996.
Approximately   $373  of  this   increase  is   attributable   to  the  1997
Acquisitions. Related party management fees decreased $27 from $27 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 $258 from $20 to $278
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  $502 from $102 to $604 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 $827 from $88 to $915 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  $439 from $71 to $510 during the
three  months ended June 30, 1997,  as compared to the  corresponding  period in
1996.  Approximately  $19 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 as of June 30, 1997. The Company's
long-term   debt,   including  the   Revolving   Credit   Facility,   to  market
capitalization  on June 30, 1997 was 39.9% based on total market  capitalization
of $114,793,  based on 2,534,622  Operating  Partnership units and 3,953,829
Common Shares  outstanding  valued at $10.625 per share/unit plus long-term debt
$45,853, including the Revolving Credit Facility .

Cash provided by operating activities was $626 for the six months ended June
30, 1997.  Cash used in investing  activities  was $1,011 for the six months
ended June 30, 1997.  Net cash provided by financing  activities  was $1,766
for the six months ended June 30, 1997.

On June 18, 1997,  the Company  declared a "long" period  dividend of $0.189 per
share for the period from March 14, 1997 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"  period  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 66.4% 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 $1,001 from $269 for the six months ended June 30, 1996 to
$1,270  for the six months ended June 30, 1997.  Dividends  declared for the
six  months  ended  June 30,  1997  were  $844,  representing  66.4% of FFO.
Dividends  declared  for the six  months  ended  June 30,  1996  were  $240,
representing  89.6% of FFO. FFO per share was $0.48 and $0.43 for the six months
ended June 30, 1997 and 1996, respectively.

FFO increased $822 from $149 for the three months ended June 30, 1996 to
$971 for the three months  ended June 30, 1997.  Dividends  declared for the
long period March 14, 1997 to June 30, 1997 were $747, representing 77.1% of
FFO.  Dividends declared for the three months ended June 30, 1996 were $121,
representing  80.9% of FFO.  FFO per  share  was  $0.25  and $0.24 for the three
months ended June 30, 1997 and 1996, respectively.



<PAGE>


FFO was calculated as follows:
<TABLE>
<CAPTION>

                                                         For the Three Months Ended     For the Six Months Ended
                                                         --------------------------     ------------------------
                                                             June 30,      June 30,     June 30,     June 30,
                                                                1997         1996         1997         1996
                                                            ----------   ----------   ----------   ----------
<S>                                                         <C>          <C>          <C>          <C>
Net income before minority interests ....................   $    847   $     71         $  977   $      93

Real estate depreciation and amortization ...............        774         78            980         176

Non-recurring expenses ..................................         --           --           69         --
                                                             ---------     --------       ------     --------      
                                          
Funds from operations before minority interests .........      1,621        149          2,026         269

Minority interests in consolidated patnerships ..........         98         --            106         --

Minority interest in operating partnership ..............        552         --            650         --
                                                               -------     --------      -------    ---------       
                                                       

FFO .....................................................   $    971   $    149         $1,270   $     269
                                                            ==========   ==========   ==========   ==========
                      
FFO/ Share ..............................................   $   0.25   $     0.24   $     0.48   $     0.43
                                                             ==========   ==========   ==========   =========

</TABLE>
                                                                               
Cash Available for Distribution

Cash  Available  for  Distribution  ("CAD") is defined by  management as FFO (as
defined  above) plus  depreciation  on personal  property  and  amortization  of
financing  costs,  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 $1,014 from $259 for the six months ended June 30, 1996 to
$1,273  for the six months ended June 30, 1997.  Dividends  declared for the
six  months  ended  June 30,  1997  were  $843,  representing  66.3% of CAD.
Dividends  declared  for the six  months  ended  June 30,  1996  were  $240,
representing  92.9% of CAD. CAD per share was $0.48 and $0.42 for the six months
ended June 30, 1997 and 1996, respectively.

CAD increased  $832  from $142 for the three months ended June,  1996 to
$974 for the three months  ended June 30, 1997.  Dividends  declared for the
long period March 14, 1997 to June 30, 1997 were $747, representing 76.7% of
CAD.  Dividends declared for the three months ended June 30, 1996 were $121,
representing  85.01%  of CAD.  CAD per  share  was $0.25 and $0.23 for the three
months ended June 30, 1997 and 1996, respectively.



<PAGE>

CAD was calculated as follows:
<TABLE>
<CAPTION>

                                                               For the Three Months Ended   For the Six Months Ended
                                                               --------------------------   ------------------------
                                                                 June 30,       June 30,      June 30,      June 30,
                                                                    1997          1996          1997          1996
                                                                 ----------    ----------    ----------    ----------
<S>                                                              <C>         <C>      <C>           <C>
Funds from operations before minority interests ..............   $1,621     $ 149    $2,026     $    269

Recurring capital improvements ...............................     (112)      (11)     (136)         (23)

Depreciation on personal property ............................       92         9       116           20

Amortization of finance fees .................................       50         1        59            2

Imputed interest .............................................       10         9        20           18

Mortgage principal payments ..................................      (45)      (15)      (67)         (27)
                                                                  -------    -------  -------       ------- 
                                                              

Cash available for distribution before minority interests ....    1,616       142     2,018          259

Minority interests in consolidated partnerships ..............       87          --      94          --

Minority interest in operating partnership ...................      555          --      651          --
                                                                  -------   -------   ------     ---------           
                                                                                          

CAD ..........................................................   $  974     $ 142     $1,273         $259
                                                                 =======    ======     ======      ========
                                                              

CAD/Share ....................................................   $  0.25   $  0.23   $  0.48       $  0.42
                                                                 =======    =======   =======       =======

</TABLE>
                                                                    
                                                                              

<PAGE>


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 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 amendment to its report to be signed on its behalf by the 
undersigned,  thereunto duly authorized.


                                           REGISTRANT:

                                           GROVE PROPERTY TRUST

Date: September 24, 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