UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                               FORM 10-Q

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

             For the quarterly period ended March 31, 2000
                                  or
       [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934

             For the transition period from _____ to _____

                      Commission File No. 1-13080

                         GROVE PROPERTY TRUST
        (Exact name of registrant as specified in its charter)

           Maryland                                      06-1391084
(State or other jurisdiction of               (IRS 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, including area code)


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

      Title of Each Class:            Name of Each Exchange on Which Registered:
      --------------------            ------------------------------------------
Common Shares of Beneficial Interest,           American Stock Exchange
         $.01 par value

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

                                 NONE

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

Yes: X   No:


The number of Common Shares of Beneficial  Interest  outstanding as of April 30,
2000 was 8,250,072.



                                       1
<PAGE>


                              GROVE PROPERTY TRUST

                                    Form 10-Q
                                      Index

--------------------------------------------------------------------------------
                                                                            Page

Part I:      Financial Information                                             3

Item 1:      Consolidated Financial Statements (unaudited)                     3

             Consolidated Balance Sheets as of March 31, 2000
                and December 31, 1999                                          3

             Consolidated Statements of Income for the Three
                Months Ended March 31, 2000 and 1999                           4

             Consolidated Statements of Cash Flows for the
                Three Months Ended March 31, 2000 and 1999                     5

             Notes to Consolidated Financial Statements                        6

Item 2:      Management's Discussion and Analysis of Financial
                Condition and Results of Operations                           10

Item 3:      Quantitative and Qualitative Disclosures
                About Market Risk                                             13


Part II:     Other Information                                                14

Item 1:      Legal Proceedings                                                14

Item 2:      Change in Securities and Use of Proceeds                         14

Item 3:      Defaults upon Senior Securities                                  14

Item 4:      Submission of Matters to a Vote of Security Holders              14

Item 5:      Other Information                                                14

Item 6:      Exhibits and Reports on Form 8-K                                 14

Signatures                                                                    15



                                       2
<PAGE>


<TABLE>
                              GROVE PROPERTY TRUST
                           CONSOLIDATED BALANCE SHEETS
                    (Dollars in thousands, except par value)
                                   (Unaudited)

<CAPTION>
                                                                    March 31, 2000    December 31, 1999
                                                                    --------------    -----------------

                                     ASSETS
                                     ------

<S>                                                                    <C>                 <C>
Real estate assets:
     Land ...................................................          $  45,818           $  45,770
     Buildings and improvements .............................            268,061             266,432
     Furniture, fixtures and equipment ......................              4,286               3,972
                                                                       ---------           ---------
                                                                         318,165             316,174
     Less accumulated depreciation ..........................            (20,144)            (17,639)
                                                                       ---------           ---------
       Net real estate assets ...............................            298,021             298,535
Real estate held for sale ...................................               --                 2,671
Cash and cash equivalents ...................................             12,734              12,733
Due from affiliates .........................................                121                 112
Deferred charges, net of accumulated amortization
     of $295 and $229, respectively .........................              1,668               1,714
Other assets ................................................              1,883               1,432
                                                                       ---------           ---------
  Total assets ..............................................          $ 314,427           $ 317,197
                                                                       =========           =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

Liabilities:
     Mortgage notes payable (including  fair value step up of
       $8,006 and $8,164, respectively) .....................          $ 178,263           $ 180,290
     Revolving credit facility ..............................             13,700              15,300
     Accounts payable, accrued expenses and other liabilities             11,065              11,377
     Acquisition notes payable ..............................              4,675               4,675
     Distributions payable ..................................              2,196               2,177
     Security deposits ......................................              3,371               3,394
     Due to affiliates ......................................                 81                  78
                                                                       ---------           ---------
  Total liabilities .........................................            213,351             217,291
Minority interest in the Operating Partnership ..............             32,351              32,231
Shareholders' equity:
     Preferred shares, $.01 par value per share,
       1,000,000 shares authorized; no shares
       issued or outstanding ................................               --                  --
     Common shares, $.01 par value per share,
       34,000,000 shares authorized; 8,224,425 and 8,197,141
       shares issued and outstanding, respectively ..........                 82                  82
     Additional paid-in capital .............................             76,127              75,968
     Distributions in excess of earnings ....................             (7,484)             (8,375)
                                                                       ---------           ---------
  Total shareholders' equity ................................             68,725              67,675
                                                                       ---------           ---------
  Total liabilities and shareholders' equity ................          $ 314,427           $ 317,197
                                                                       =========           =========
</TABLE>

See notes to consolidated financial statements.


                                       3
<PAGE>



<TABLE>
                              GROVE PROPERTY TRUST
                        CONSOLIDATED STATEMENTS OF INCOME
                      (In thousands, except per share data)
                                   (Unaudited)

<CAPTION>
                                                                     For the Three Months Ended March 31,
                                                                            2000             1999
                                                                            ----             ----

<S>                                                                       <C>              <C>
Revenues:
    Rental income ..............................................          $15,524          $15,253
    Property management income-affiliates ......................               35               49
    Other property related income ..............................              142              174
    Interest income ............................................              166              146
                                                                          -------          -------
        Total revenues .........................................           15,867           15,622
                                                                          -------          -------

Expenses:
    Property operating expenses ................................            5,819            6,086
    Real estate taxes ..........................................            1,346            1,410
    Interest expense ...........................................            3,624            3,400
    Depreciation ...............................................            2,522            2,433
    Amortization ...............................................               76               63
    General and administrative .................................              519              935
                                                                          -------          -------
        Total expenses .........................................           13,906           14,327
                                                                          -------          -------

         Income before gain on sales of property, minority
           interests and extraordinary item ....................            1,961            1,295

Gain on sales of property ......................................            1,533                0
                                                                          -------          -------

         Income before minority interests and extraordinary item            3,494            1,295

Minority interest in consolidated partnerships .................             --                 15

Minority interest in Operating Partnership .....................            1,122              387
                                                                          -------          -------

         Income before extraordinary item ......................            2,372              893

Extraordinary income related to debt extinguishment, net .......             --                226
                                                                          -------          -------

           Net income ..........................................          $ 2,372          $ 1,119
                                                                          =======          =======

Income before extraordinary item per common share - basic ......          $  0.29          $  0.10
                                                                          =======          =======

Extraordinary item per common share - basic ....................          $  0.00          $  0.03
                                                                          =======          =======

Net income per common share - basic ............................          $  0.29          $  0.13
                                                                          =======          =======

Income before extraordinary item per common share - diluted ....          $  0.28          $  0.10
                                                                          =======          =======

Extraordinary item per common share - diluted ..................          $  0.00          $  0.03
                                                                          =======          =======

Net income per common share - diluted ..........................          $  0.28          $  0.13
                                                                          =======          =======

Weighted average number of common shares outstanding - basic ...            8,217            8,642
Effect of stock options ........................................              206               84
                                                                          -------          -------
Weighted average number of shares outstanding - diluted ........            8,423            8,726
                                                                          =======          =======
</TABLE>

See notes to consolidated financial statements.



                                       4
<PAGE>



<TABLE>
                              GROVE PROPERTY TRUST
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)

<CAPTION>
                                                                         For the Three Months Ended March 31,
                                                                               2000               1999
                                                                               ----               ----

<S>                                                                          <C>                <C>
Operating Activities:
Net income ........................................................          $  2,372           $  1,119
Adjustments to reconcile net income to net cash provided
     by operating activities:
         Depreciation and amortization ............................             2,598              2,496
         Extraordinary item related to debt extinguishment ........              --                 (226)
         Minority interests .......................................             1,122                402
         Non-cash compensation expense ............................                21                 30
         Gain on sale of property .................................            (1,533)              --
Change in other assets ............................................              (451)              (643)
Change in accounts payable, accrued expenses, other
     liabilities and security deposits ............................              (335)              (980)
                                                                             --------           --------
Net cash provided by operating activities .........................             3,794              2,198
                                                                             --------           --------

Investing activities:
     Purchase of partnership interests ............................              --                 (249)
     Additions to real estate assets ..............................            (1,991)            (1,044)
     Proceeds from sales of property, net .........................             4,194               --
                                                                             --------           --------
         Net cash provided by (used in) investing activities ......             2,203             (1,293)
                                                                             --------           --------

Financing activities:
     Net proceeds from mortgage notes payable .....................              --                  388
     Net (repayments of) borrowings under Revolving credit facility            (1,600)             4,550
     Equity offering costs ........................................              --                  (11)
     Repayment of mortgage notes payable ..........................            (2,027)            (7,370)
     (Advances to) borrowings from affiliates, net ................                (6)               154
     Financing costs ..............................................               (20)              (234)
     Prepayment penalty on debt refinancing .......................              --                  (79)
     Repurchase of common shares ..................................              (169)            (1,358)
     Dividends and distributions paid .............................            (2,174)            (2,060)
                                                                             --------           --------
         Net cash used in financing activities ....................            (5,996)            (6,020)
                                                                             --------           --------

Net change in cash and cash equivalents ...........................                 1             (5,115)
Cash and cash equivalents, beginning of period ....................            12,733             15,262
                                                                             --------           --------
Cash and cash equivalents, end of period ..........................          $ 12,734           $ 10,147
                                                                             ========           ========

Supplemental Information:
     Cash paid for interest .......................................          $  3,671           $  3,396
</TABLE>

See notes to consolidated financial statements.



                                       5
<PAGE>



                              GROVE PROPERTY TRUST

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2000


1.   FORMATION AND DESCRIPTION OF THE COMPANY
---------------------------------------------

     Grove Property 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  fifty-five  apartment  communities  and four specialty
     retail properties.  The apartment  communities are generally  mid-priced or
     subsidized  multi-family  communities  that are  primarily  located  in the
     southern New England area.

2.   SIGNIFICANT ACCOUNTING POLICIES
------------------------------------

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

     The financial statements are presented on a consolidated basis. Included in
     the  Company's  financial  statements  are the  accounts  of the  Operating
     Partnership and various property partnerships.  Properties are owned either
     directly  by the  Operating  Partnership  or are owned by  various  limited
     partnerships or limited  liability  companies that in turn are wholly owned
     by the Operating Partnership. All significant intercompany transactions are
     eliminated in consolidation.

     The  accompanying  interim  financial  statements have been prepared by the
     Company's  management in accordance  with accounting  principles  generally
     accepted in the United States for interim  financial  information  and with
     the rules and regulations of the Securities and Exchange Commission. In the
     opinion of management,  the interim financial  statements  presented herein
     reflect  all  adjustments  of a normal  and  recurring  nature,  which  are
     necessary to fairly state the interim financial statements.  The results of
     operations for the interim period ended March 31, 2000 are not  necessarily
     indicative of the results that may be expected for the year ending December
     31, 2000. These financial statements should be read in conjunction with the
     Company's  audited  financial  statements and the notes thereto included in
     the Company's  Annual  Report on Form 10-K for the year ended  December 31,
     1999.

3.    MORTGAGE NOTES PAYABLE
----------------------------

     Total mortgage  notes payable of $178.3 million  includes a fair value step
     up of  $8.0  million.  The  contractual  principal  amount  outstanding  of
     mortgage notes payable is $170.3 million.  The $8.0 million step up relates
     to $44.6  million  of above  market  interest  rate  mortgages,  which were
     assumed in connection with the purchase of the 20 apartment  communities in
     October 1998 through December 1998 (the "McNeil  Portfolio").  The interest
     rates on the  assumed  debt are between  7.46% and 12.47%.  The step up was
     computed using the Company's  estimated market interest rate at acquisition
     of 7.0%. The step up amount is not the legal stipulated principal amount of
     the respective mortgage and,  accordingly,  this increase does not increase
     the contractual  obligation of the Company.  If these loans are paid off in
     advance  of  their  maturity,  the  amount  of the  related  step up on the
     consolidated balance sheets will be accounted for as extraordinary income.

     Mortgage  notes  payable  consist of the  following  at March 31,  2000 (in
     thousands):

       Amortizing first mortgage notes                $     115,263
       Interest only first mortgage notes                    63,000

                                                      --------------
                                                      $     178,263
                                                      ==============

     The amortizing first mortgage notes have fixed interest rates between 6.19%
     and  12.47%.  These  notes  mature  between the years 2000 and 2031 and are
     collateralized  by thirty-two of the properties with an aggregate  carrying
     amount of  approximately  $160.4  million as of March 31, 2000.  Certain of
     these notes are  partially  guaranteed  by certain  executive  officers and
     shareholders of the Company.

     There is one interest only first mortgage  note.  This note has a principal
     balance of $63.0  million  requiring  monthly  payments  of  interest at an
     effective  fixed  interest rate of 6.71% and matures in 2008.  This note is
     collateralized by seventeen properties with an aggregate-carrying amount of
     approximately $85.3 million as of March 31, 2000.



                                       6
<PAGE>





     Annual  principal  payments  due as of March 31,  2000,  are as follows (in
     thousands):

                             Period Ending March 31,
                             -----------------------
                             2000           $    2,466
                             2001                3,349
                             2002                3,630
                             2003                7,987
                             2004                6,360
                             Thereafter        154,471
                                            ----------
                                            $  178,263
                                            ==========


4.   ACQUISITION NOTES PAYABLE
------------------------------

     In  conjunction  with the  purchase  of the McNeil  Portfolio,  the Company
     agreed to issue additional OP units and pay cash (together the "Acquisition
     Notes  Payable")  to certain  continuing  partners in the event that any of
     certain  McNeil  Portfolio  properties  were  converted  to a  market  rate
     property.  During the first  quarter of 2000,  the Company  made no payment
     under the Acquisition Notes Payable.

     In 2000,  it is estimated  that $3.7 million ($1.7 million in cash and $2.0
     million in OP units) of Acquisition Notes Payable will be paid. Thereafter,
     it's  estimated that $1.0 million ($0.3 million in cash and $0.7 million in
     OP units) of Acquisition Notes Payable will be paid. The number of OP units
     to be issued in conjunction  with the payment of Acquisition  Notes Payable
     will be based on the 15-day  average  closing price of the Company's  stock
     just prior to the payment date.

5.    SHAREHOLDERS' EQUITY
--------------------------

     The following table outlines the 2000 activity in the Operating Partnership
     equity accounts:

<TABLE>
<CAPTION>
                                                                              Number of:
                                                                      --------------------------
                                                                                        Limited
                                                                       Company's       Partners'
                                                                       Operating       Operating
                                                                      Partnership     Partnership
                                                                         Units           Units
                                                                      ----------      ----------
<S>                                                                    <C>             <C>
Outstanding at December 31, 1999 ................................      8,197,141       3,903,936
Common  Units exchanged January 2000 through March 2000 .........         32,456         (32,456)
Common Shares repurchased January 2000 through March 2000 .......        (13,152)           --
Common Shares issued pursuant to employee stock compensation plan          7,980            --
                                                                      --------------------------
Outstanding at March 31, 2000 ...................................      8,224,425       3,871,480
                                                                      ==========================
    Ownership Percentage ........................................           68 %            32 %
                                                                      ==========================


Common Shares have been reserved for future issuance as follows:

               Common Units not owned by the Company (see above)       3,871,480
               Stock options issued .............................      1,125,209
               Additional stock options issuable ................        371,355
                                                                      ----------
                                                                       5,368,044
                                                                      ==========
</TABLE>

6.    SEGMENT REPORTING
-----------------------

     The following table presents  information  about reported segment profit or
     loss  and  segment  assets.  The  Residential  segment  consists  of  4,927
     apartment  units,  the  Subsidized  Residential  segment  consists of 1,231
     apartment units,  and the Retail segment consists of approximately  129,900
     square feet. The Company does not allocate income taxes or unusual items to
     segments.  In addition,  not all segments  have  significant  noncash items
     other  than  depreciation  and  amortization  in  reporting  profit or loss
     (dollars in thousands):



                                       7
<PAGE>


<TABLE>
<CAPTION>
                                             Three Months Ended March 31, 2000
                                             ---------------------------------
                                                       (In thousands)

                                                  Subsidized
                                   Residential    Residential      Retail          Total
                                   -----------    -----------      ------          -----

<S>                                 <C>            <C>            <C>            <C>
Revenues ....................       $ 11,613       $  3,552       $    648       $ 15,813
Interest Expense ............       $  2,383       $    643       $    154       $  3,180
Depreciation and amortization       $  1,962       $    379       $    147       $  2,488
Segment Profit ..............       $  2,636       $  1,189       $    216       $  4,041
Segment Assets ..............       $237,497       $ 55,747       $ 18,835       $312,079
FFO .........................       $  4,434       $  1,318       $    352       $  6,104
</TABLE>


<TABLE>
<CAPTION>
                                             Three Months Ended March 31, 1999
                                             ---------------------------------
                                                       (In thousands)

                                                  Subsidized
                                   Residential    Residential      Retail          Total
                                   -----------    -----------      ------          -----

<S>                                 <C>            <C>            <C>            <C>
Revenues ....................       $ 11,413       $  3,455       $    660       $ 15,528
Interest Expense ............       $  1,938       $    806       $     70       $  2,814
Depreciation and amortization       $  1,889       $    357       $    143       $  2,389
Segment Profit ..............       $  2,194       $  1,237       $    288       $  3,719
Extraordinary income ........       $      0       $    324       $      0       $    324
Segment Assets ..............       $237,335       $ 54,351       $ 19,657       $311,343
FFO .........................       $  4,065       $  1,269       $    429       $  5,763
</TABLE>

     The following  presentation  is the  reconciliation  of reportable  segment
     revenues,  profit or loss, FFO, assets and other  significant  items to the
     Company's consolidated totals:

                                                       For the Three Months
                                                       --------------------
                                                          Ended March 31,
                                                          ---------------
                                                          (In thousands)

                                                        2000           1999
                                                     ---------      ---------
      Revenues
      --------

      Total revenues for reportable segments ..     $  15,813      $  15,528
      Other revenues ..........................            54             94
                                                    ---------      ---------
      Total consolidated revenues .............     $  15,867      $  15,622
                                                    =========      =========

      Profit or Loss
      --------------

      Total profit/loss for reportable segments     $   4,041      $   3,719
      Other profit or loss ....................          (547)        (2,424)
                                                    ---------      ---------
      Income before extraordinary expense and
        minority interests ....................     $   3,494      $   1,295
                                                    =========      =========

      FFO
      ---

      FFO for reportable segments .............     $   6,104      $   5,763
      Other FFO ...............................        (1,697)        (2,093)
                                                    ---------      ---------
      FFO before minority interests ...........     $   4,407      $   3,670
                                                    =========      =========

      Assets
      ------

      Total assets for reportable segments ....     $ 312,079      $ 311,343
      Other assets ............................         2,348         10,203
                                                    ---------      ---------
      Total consolidated assets ...............     $ 314,427      $ 321,546
                                                    =========      =========


                                       8
<PAGE>



                                           Three Months Ended March 31, 2000
                                           ---------------------------------
                                                     (In thousands)

     Other Significant Items
     -----------------------

                                         Segment                   Consolidated
                                         Totals      Non-segment      Totals
                                         ------      -----------      ------

      Interest expense ............      $3,180        $  444         $3,624
      Depreciation and amortization      $2,488        $  110         $2,598



                                           Three Months Ended March 31, 1999
                                           ---------------------------------
                                                     (In thousands)
     Other Significant Items
     -----------------------

                                         Segment                   Consolidated
                                         Totals      Non-segment      Totals
                                         ------      -----------      ------


      Interest expense ............      $2,814        $  586         $3,400
      Depreciation and amortization      $2,389        $  107         $2,496




                                       9
<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

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

Results of  operations  of the Company for the three months ended March 30, 2000
and 1999.
--------------------------------------------------------------------------------

Total rental revenues increased $0.3 million to $15.9 million from $15.6 million
during the three months ended March 31, 2000,  as compared to the  corresponding
period in 1999.  The increase is primarily  due to increases in rental rates and
occupancy  offset by a decrease in revenues  due to the sale of two  residential
apartment  communities  in 2000  and the  sale  of  four  residential  apartment
communities in fourth quarter of 1999.

The weighted  average monthly rental rate increased to $821 for the three months
ended March 31, 2000 from $775 for the same period in 1999.  Economic  occupancy
increased  to an  aggregate  weighted  average  occupancy of 96.9% for the three
months  ended March 31, 2000 from an  aggregate  weighted  average  occupancy of
95.7% for the same period in 1999.

Property  operating  expenses  decreased  $0.3 million to $5.8 million from $6.1
million  during the three  months  ended  March 31,  2000,  as  compared  to the
corresponding period in 1999. The decrease is primarily due to the operations of
the sold  properties,  lower utilities and snow removal costs,  offset by higher
payroll.

Real estate taxes  decreased  $0.1 to $1.3 million from $1.4 million  during the
three months ended March 31, 2000,  as compared to the  corresponding  period in
1999. The decrease is due primarily to the sold properties.

Interest expense increased $0.2 million to $3.6 million from $3.4 million during
the three months ended March 31, 2000, as compared to the  corresponding  period
in 1999.  The increase is primarily  due to new  mortgage  debt  obtained in the
third quarter of 1999.

General and administrative  expenses decreased $0.4 million to $0.5 million from
$0.9 million  during the three  months ended March 31, 2000,  as compared to the
corresponding  period in 1999. This decrease is primarily due to the decrease in
costs associated with the executive stock bonus plan.

Depreciation and  amortization  increased $0.1 million to $2.6 million from $2.5
million  during the three  months  ended  March 31,  2000,  as  compared  to the
corresponding period in 1999.

The Company's income before  extraordinary  items increased $1.5 million to $2.4
million  from $0.9 million  during the three  months  ended March 31,  2000,  as
compared to the corresponding period in 1999. The increase is due to the sale of
two properties in 2000 and increased rental rates and occupancy.

Same Community Analysis
-----------------------

For the three months ended March 31, 2000 and 1999.
---------------------------------------------------

Total Same Community Operations
-------------------------------

In the first  quarter  of 2000,  total same  community  operations  included  55
apartment  communities  (6,156 units, 47% in Massachusetts,  41% in Connecticut,
and 12% in Rhode  Island)  owned by the  Company  since the  beginning  of 1999.
Overall, same community net operating income increased 9.7% to $9.2 million from
$8.4 million for the first quarter of 2000 versus the first quarter of 1999. Net
operating  income  increased due to a 6.6% increase in revenues offset by a 2.2%
increase in operating expenses. Revenues increased primarily due to increases in
rental rates and occupancy. Operating expenses increased primarily due to higher
payroll and property insurance offset by lower utilities and snow removal costs.
On a same  community  basis,  the  weighted  average  monthly  rental  rate  per
apartment  increased  5.2% to $821 from  $781 and the  economic  occupancy  rate
increased  to 97.6%  from 96.3% for the first  quarter of 2000  versus the first
quarter of 1999.


                                       10
<PAGE>


The following table summarizes total same community operations:

                                                 -----------------------
                                                    Three Months Ended
                                                        March 31,            %
                                                 -----------------------
                                                    2000         1999     Change
                                                    ----         ----     ------

Average number of apartments ...............       6,156        6,135       0.3%
Economic Occupancy .........................        97.6%        96.3%      1.3%
Average monthly rental rate per unit .......      $  821       $  781       5.2%
Revenues (millions) .......................       $14.93      $ 14.00       6.6%
Operating expenses (millions) .............         5.75         5.63       2.2%
                                                 -------------------------------
    Net operating income (millions) .......       $ 9.18      $  8.37       9.7%
                                                 ===============================

Eastern Massachusetts and Rhode Island Same Community Operations
----------------------------------------------------------------

In the first  quarter,  eastern  Massachusetts  and Rhode Island same  community
operations  included  28  apartment  communities  (3,287  units,  76% in eastern
Massachusetts, and 24% in Rhode Island) owned by the Company since the beginning
of 1999.  Overall,  eastern  Massachusetts  and Rhode Island Same  Community net
operating income increased 11.7% to $5.5 million from $4.9 million for the first
quarter of 2000 versus the first quarter of 1999. Net operating income increased
due to a 7.4%  increase  in  revenues  offset by a 0.7 % increase  in  operating
expenses.  Revenues  increased  primarily  due to  increases in rental rates and
occupancy. Operating expenses increased primarily due to higher payroll, repairs
and  maintenance,  and  marketing  and  advertising  offset by lower  utilities,
eviction costs, and snow removal costs.  Eastern  Massachusetts and Rhode Island
same community weighted average monthly rental rate per apartment increased 5.9%
to $873 from $825 and the economic  occupancy rate increased to 98.6% from 96.7%
for the first quarter of 2000 versus the first quarter of 1999.

The  following  table  summarizes  eastern  Massachusetts  and Rhode Island Same
Community operations:

                                                --------------------
                                                 Three Months Ended
                                                     March 31,             %
                                                --------------------
                                                2000          1999       Change
                                                ----          ----       ------

Average number of apartments ........           3,287          3,287
Economic Occupancy ..................            98.6%          96.7%      2.0%
Average monthly rental rate per unit           $  873        $   825       5.9%
Revenues (millions) .................          $ 8.60        $  8.01       7.4%
Operating expenses (millions) .......            3.13           3.11       0.7%
                                               --------------------------------
    Net operating income (millions) .          $ 5.47        $  4.90      11.7%
                                               ================================

Connecticut and Western Massachusetts Same Community Operations
---------------------------------------------------------------

In the first  quarter,  Connecticut  and western  Massachusetts  same  community
operations  included 27 apartment  communities  (2,869 units, 87% in Connecticut
and 13% in western  Massachusetts)  owned by the Company  since the beginning of
1999.  Overall,   Connecticut  and  western  Massachusetts  same  community  net
operating  income increased 6.8% to $3.7 million from $3.5 million for the first
quarter of 2000 versus the first quarter of 1999. Net operating income increased
due to a 5.6%  increase  in  revenues  offset by a 4.0%  increase  in  operating
expenses.  Revenues  increased  primarily  due to  increases  in  rental  rates,
occupancy,  and the  purchase of  condominiums  at three  properties.  Operating
expenses increased primarily due to higher payroll and insurance offset by lower
snow  removal  costs.  Connecticut  and  western  Massachusetts  same  community
weighted  average monthly rental rate per apartment  increased 4.3% to $762 from
$730 and the economic occupancy rate increased to 96.2% from 95.7% for the first
quarter of 2000 versus the first quarter of 1999.


                                       11
<PAGE>


The  following  table  summarizes  Connecticut  and western  Massachusetts  same
community operations:

                                                  ----------------------
                                                   Three Months Ended
                                                       March 31,             %
                                                  ----------------------
                                                    2000         1999     Change
                                                    ----         ----     ------

Average number of apartments ..............         2,869         2,848    0.7%
Economic Occupancy ........................          96.2%         95.7%   0.5%
Average monthly rental rate per unit ......       $   762       $   730    4.3%
Revenues (millions) .......................       $  6.33       $  5.99    5.6%
Operating expenses (millions) .............          2.62          2.52    4.0%
                                                  -----------------------------
    Net operating income (millions) .......       $  3.71       $  3.47    6.8%
                                                  =============================

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

Cash and cash  equivalents  totaled  $12.7  million  as of March 31,  2000.  The
Company's ratio of long-term debt including 1999 Credit Facility to total market
capitalization on March 31, 2000 was 53.9%, based on total market capitalization
of $341.2 million, based on 12,095,905 Common Units and Common Shares, valued at
$13.00 per share/unit (the closing price on March 31, 2000), plus $184.0 million
of  long-term  debt  including  borrowings  under its 1999 Credit  Facility  and
excluding the fair value step up of $8.0 million.

On March 15, 2000, the Company  declared an $0.18 per share dividend,  which was
paid on April 14, 2000. The dividends  declared  during the period resulted in a
50.3% pay out of funds from  operations  for the three  months  ended  March 31,
2000.

Acquisition  Notes  Payable are  obligations  related to three McNeil  Portfolio
properties  to pay  additional  cash and  issue  additional  Common  Units  when
apartment  units are converted to market rate units.  In 1998,  the mortgages on
the three  properties were modified to allow for each property to convert 80% of
its units to market rate units.

During 1998, the Board of Trust Managers authorized the Company to repurchase up
to 400,000  Common  Shares.  In the first  quarter  of 1999,  the Board of Trust
Managers  authorized the Company to purchase up to an additional  500,000 Common
Shares. In the third quarter of 1999, the Board of Trust Managers authorized the
Company to purchase up to an  additional  500,000  Common  Shares.  Purchases of
Common Shares and Common Units  presented for redemption  which are redeemed for
cash are being funded from  operating  cash flow and the  Company's  1999 Credit
Facility.  Since  beginning its share  repurchase  program and through April 30,
2000, the Company has redeemed 457,689 Common Units for cash at an average price
of $11.33 per share and repurchased 878,079 Common Shares at an average price of
$11.41 per share.

The Company intends to meet its short-term  liquidity  requirements through cash
flow provided by operations and borrowings under the 1999 Credit  Facility.  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 properties, the selling of additional equity interests in the
Company, non-distributed funds from operations, the issuance of debt securities,
funds from the 1999 Credit  Facility,  and  exchanging  Common  Shares or Common
Units for properties or interests in properties.

Acquisitions/Dispositions
-------------------------

The  Company  regularly  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
---------------------

The Company  generally  considers funds from  operations  ("FFO") an appropriate
measure of  performance of an equity REIT. FFO is defined as income before gains
(losses) on investments  and  extraordinary  items  (computed in accordance with
accounting  principles generally accepted in the United States) plus real estate
depreciation  less  preferred   dividends.   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. The Company believes
that in order to facilitate a clear


                                       12
<PAGE>


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 accounting principles generally accepted
in the United States 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 to $4.4 million from $3.6 million for the three months ended March
31, 2000 and 1999,  respectively.  Dividends declared for the three months ended
March 31, 2000 were $0.18 per share,  representing 50.3% of FFO, while dividends
declared  for the  three  months  ended  March  31,  1999  were  $0.18 per share
representing 61.7% of FFO.


FFO was calculated as follows (in thousands):

                                                      For the Three Months Ended
                                                              March 31,
                                                          2000           1999
                                                          ----           ----
Income before gain on sales of property,
extraordinary item and minority interests .........      $1,961         $1,295
Real estate depreciation and amortization .........       2,446          2,375
                                                         ------         ------
Funds from operations before minority interests ...       4,407          3,670
Minority interests in consolidated partnerships ...        --               30
                                                         ------         ------
FFO ...............................................      $4,407         $3,640
                                                         ======         ======

Seasonally
----------

Historically,  the  Company's  net income has been lower in the first and second
quarters than in the remainder of the year due to higher utility  charges,  snow
removal and other weather-related  expenses. In addition,  rental rates increase
ratably  during the year which results in higher  rental  revenues in the second
half of the year.

Inflation
---------

Substantially all of the leases at the residential  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. Forward
looking statements would typically include words like "believes,"  "anticipates"
or  "estimates."  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 ability of the Company to successfully integrate the operation of properties
it has acquired or may acquire into its  business and (vi) 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 general business economic conditions.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Company is exposed to changes in  interest  rates  primarily  from its 1999
Credit  Facility.  A  hypothetical  100 basis point  adverse move  (increase) in
interest rates along the entire interest rate yield curve would adversely affect
the net fair value of all interest sensitive  financial  instruments by $137,000
at March 31, 2000.


                                       13
<PAGE>


PART II.  OTHER INFORMATION

Item 1:  Legal Proceedings

NONE

Item 2:  Change in Securities and Use of Proceeds

NONE

Item 3:  Defaults upon Senior Securities

NONE

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

NONE

Item 5:  Other Information

NONE

Item 6:  Exhibits and Reports on Form 8-K

(a)   Exhibits

      No.        Description
      ---        -----------

      27         Financial Data Schedule

(b)   Reports on Form 8-K

NONE



                                       14
<PAGE>


SIGNATURES
----------

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

                                        REGISTRANT:

                                        GROVE PROPERTY TRUST

May 12, 2000                            By: /s/Joseph R. LaBrosse
                                            ----------------------------
                                            Name:  Joseph R. LaBrosse
                                            (On behalf of the registrant
                                            and as Chief Financial Officer)




                                       15
<PAGE>




                                  EXHIBIT INDEX
                                  -------------


        Exhibit Number        Description
        --------------        -----------

            27                Financial Data Schedule