As filed with the Securities and Exchange Commission on April 15, 1999

                         Registration Statement No. 33-
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------
                                   
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            -------------------------

  
                       VININGS INVESTMENT PROPERTIES TRUST
                       -----------------------------------
             (Exact name of Registrant as specified in its charter)


                            Massachusetts 13-6850434
                            ------------------------
         (State of organization) (I.R.S. Employer Identification Number)


                              3111 Paces Mill Road
                                   Suite A-200
                                Atlanta, GA 30339
                                 (770) 984-9500
                              --------------------
       (Address, including zip code, and telephone number, including area
               code, of Registrant's principal executive offices)


                       VININGS INVESTMENT PROPERTIES TRUST
                      1997 STOCK OPTION AND INCENTIVE PLAN
                      ------------------------------------
                            (Full Title of the Plans)


                          ----------------------------
                                  Peter D. Anzo
                               3111 Paces Mill Road
                                   Suite A-200
                                Atlanta, GA 30339
                                 (770) 984-9500
                         ----------------------------   
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
 

                          ----------------------------
                                 With copies to:
                             GILBERT G. MENNA, P.C.
                           GOODWIN, PROCTER & HOAR LLP
                                 Exchange Place
                                 53 State Street
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000
                          -----------------------------
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------ ------------------------- ---------------------- -------------------------- -----------------
  Title of Securities Being          Amount to be          Proposed Maximum         Proposed Maximum          Amount of
         Registered                 Registered (1)        Offering Price Per    Aggregate Offering Price   Registration Fee
                                      Share
============================== ========================= ====================== ========================== =================
<S>                                   <C>                      <C>                   <C>                       <C>    
  Shares of Beneficial                81,250                   $4.00 (2)             $325,000.00               $154.90
  Interest, no par value per share     1,500                    4.75 (2)                7,125.00
                                      26,000                    5.00 (2)              130,000.00
                                      25,555                    3.72 (3)               95,065.00
                                      ------                                           ---------
                                     134,305 Total Shares                            $557,190.00

============================== ========================= ====================== ========================== =================
<FN>
(1)  Plus such  additional  number of shares as may be required  pursuant to the
     1997 Stock  Option  and  Incentive  Plan in the event of a stock  dividend,
     reverse stock split, split-up, recapitalization or other similar event.

(2)  This estimate is made pursuant to Rule 457(h) under the  Securities  Act of
     1933, as amended (the "Securities Act"), solely for purposes of determining
     the  registration  fee and is  based  upon the  price at which  outstanding
     options may be exercised.

(3)  This estimate is made pursuant to Rule 457(c) and (h) under the  Securities
     Act, solely for purposes of determining the  registration  fee based on the
     average  of the  bid  and  asked  prices  of  the  Registrant's  Shares  of
     Beneficial Interest reported on the OTC Bulletin Board on April 12, 1999.
</FN>
</TABLE>
<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------


ITEM 3.       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
-------------------------------------------------------------
     Vinings  Investment  Properties Trust (the "Trust") hereby  incorporates by
reference the documents  listed in (a) through (c) below,  which have previously
been filed with the Securities and Exchange Commission:

     (a)      The Trust's Annual Report on Form 10-K for the fiscal year ended 
December 31, 1998;

     (b)      all other reports filed with the  Securities  and Exchange  
Commission by the Trust pursuant to Section 13(a) or 15(d) of the Securities 
Exchange Act of 1934 since December 31, 1998; and

     (c) the  description of the Trust's Shares of Beneficial  Interest,  no par
value per share,  contained in the Trust's  Registration  Statement on Form S-11
filed with the Securities  and Exchange  Commission on or about January 31, 1985
(File No.  2-94776),  at page 32,  "Description  of Shares," and at pages 33-34,
"Summary of Declaration of Trust -- Redemption and  Restrictions on Transfers of
Shares," and any  amendments  and reports filed for the purpose of updating such
description;  provided,  however,  that such  description  is  qualified  in its
entirety to the  provisions of the Second  Amended and Restated  Declaration  of
Trust of the Trust,  dated as of February 6, 1985, as amended by Amendments Nos.
1 and 2 thereto, each of which is incorporated by reference herein.

     In addition,  all  documents  subsequently  filed with the  Securities  and
Exchange  Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d)  of the  Securities  Exchange  Act of  1934,  prior  to  the  filing  of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in a document  incorporated by reference  herein shall be deemed to be
modified  or  superseded  for  purposes  hereof to the extent  that a  statement
contained  herein  or  in  any   subsequently   filed  document  which  also  is
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.       DESCRIPTION OF SECURITIES.
---------------------------------------

              Not Applicable.


ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.
-----------------------------------------------------

              Not Applicable.


ITEM 6.       INDEMNIFICATION OF TRUSTEES AND OFFICERS.
-------------------------------------------------------

     Section 1 of Chapter 182 of the Massachusetts  General Laws provides that a
Massachusetts  business trust operates under a written instrument or declaration
of trust. The Trust operates as a Massachusetts  business trust under the Second
Amended and Restated  Declaration  of Trust dated as of February  15,  1985,  as
amended by  Amendment  No. 1 thereto  dated as of March 13,  1996 and as further
amended by Amendment No. 2 thereto dated as of June 25, 1996, in each case filed
with the Secretary of the Commonwealth of the Commonwealth of Massachusetts  (as
so amended, the "Declaration"). Section 8.4 of the Declaration provides that the
Trust may indemnify a trustee or officer against expenses (including  attorneys'
fees),  judgments,  fines and  amounts  paid in  settlement  in respect of or in
successful  defense of any action,  suit or proceeding if he gives prompt notice
thereof to the Trust and takes such  actions as will permit the Trust to conduct
the defense or settlement  thereof and cooperates  therein;  provided,  however,
that no such person shall be so  indemnified  for any such claim  arising out of
his bad faith,  willful  misfeasance,  gross negligence or reckless disregard of
his duties to the Trust. The standard of conduct for purposes of determining the
right to such  indemnification  shall be  determined  by  counsel  to the Trust,
except to the extent that there is a judicial determination thereof. Such rights
of indemnification  and reimbursement  shall be satisfied only out of the assets
of the Trust estate.

     The Declaration  further provides,  in Section 8.4 thereof,  that the Trust
shall have the power to purchase and maintain  liability  insurance on behalf of
any person  entitled to  indemnity  as a trustee or officer,  whether or not the
Trust would have the power to indemnify against that liability. Accordingly, the
Trust  has  obtained  trustees'  and  officers'   insurance  providing  benefits
aggregating $3 million.  In addition,  Section 8.4 of the  Declaration  provides
that the  indemnification  rights provided by such provision shall not be deemed
exclusive  of any other  rights to which  trustees  and officers may be lawfully
entitled,  nor shall anything in the Declaration restrict the right of the Trust
to  indemnify  or  reimburse  such  person in any  proper  case even  though not
specifically  provided for therein,  nor shall any provision in the  Declaration
restrict  such  right of a trustee to  contribution  as may be  available  under
applicable law.

     The Declaration  further  provides that any  indemnification  extended to a
trustee or officer pursuant to Section 8.4 thereof may include the reimbursement
of expenses by the Trust prior to the final  disposition of the proceeding  upon
the receipt of an undertaking by such  indemnified  person to repay such payment
unless  it is  determined  that such  indemnified  person  is  entitled  to such
indemnification  by the Trust as  provided  by the terms and  provisions  of the
Declaration.


ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.
--------------------------------------------------
              Not applicable.


ITEM 8.       EXHIBITS.
-----------------------

     The  following  is a complete  list of exhibits  filed or  incorporated  by
reference as part of this registration statement.

     Exhibit                                 Description
     -------                                 -----------

-------------------------- -----------------------------------------------------
        4.1                The  description  of the Trust's Shares of Beneficial
                           Interest  (incorporated  by  reference to the Trust's
                           Registration  Statement  on Form  S-11,  filed  on or
                           about January 31, 1985, No. 2-94776,  "Description of
                           Shares," at page 32, and "Summary of  Declaration  of
                           Trust -- Redemption and  Restrictions on Transfers of
                           Shares," at pages 33-34).

-------------------------- -----------------------------------------------------
        4.2                Second  Amended and  Restated  Declaration  of Trust 
                           of the Trust  (incorporated  by  reference  to
                           Exhibit 3.1 to the Trust's  Annual Report on Form 
                           10-K for the fiscal year ended December 31, 1998,
                           No. 0-13693).

-------------------------- -----------------------------------------------------
        4.3                Amendment No. 1 to Second Amended and Restated  
                           Declaration of Trust of the Trust  (incorporated by
                           reference  to Exhibit  3.2 to the  Trust's  Annual  
                           Report on Form 10-K for the  fiscal  year ended
                           December 31, 1998, No. 0-13693)

-------------------------- -----------------------------------------------------
        4.4                Amendment No. 2 to Second Amended and Restated  
                           Declaration of Trust of the Trust  (incorporated by
                           reference  to Exhibit  3.3 to the  Trust's  Annual  
                           Report on Form 10-K for the  fiscal  year ended
                           December 31, 1998, No. 0-13693)

-------------------------- -----------------------------------------------------
        5.1                Opinion of Goodwin, Procter & Hoar LLP as to the 
                           legality of the securities being registered.

-------------------------- -----------------------------------------------------
       23.1                Consent of Goodwin, Procter & Hoar LLP (included in 
                           Exhibit 5.1 hereto).

-------------------------- -----------------------------------------------------
       23.2                Consent of Arthur Andersen LLP, Independent Public 
                           Accountants.

-------------------------- -----------------------------------------------------
       24.1                Powers of Attorney (included in signature page on 
                           page 5 of this registration statement).
-------------------------- -----------------------------------------------------


ITEM 9.       UNDERTAKINGS.
---------------------------

     (a)      The undersigned registrant hereby undertakes:

                      (1) To file,  during any  period in which  offers or sales
              are being made, a  post-effective  amendment to this  registration
              statement:

                                        (i)      To include any prospectus 
                      required by Section 10(a)(3) of the Securities Act;

                                        (ii) To  reflect in the  prospectus  any
                      facts or events  arising after the  effective  date of the
                      registration  statement (or the most recent post-effective
                      amendment   thereof)   which,   individually   or  in  the
                      aggregate,   represent   a   fundamental   change  in  the
                      information  set  forth  in  the  registration  statement.
                      Notwithstanding the foregoing, any increase or decrease in
                      volume of securities offered (if the total dollar value of
                      securities   offered  would  not  exceed  that  which  was
                      registered)  and any deviation from the low or high and of
                      the estimated  maximum  offering range may be reflected in
                      the form of prospectus filed with the Commission  pursuant
                      to Rule 424(b) if, in the aggregate, the changes in volume
                      and price  represent no more than 20 percent change in the
                      maximum   aggregate   offering  price  set  forth  in  the
                      "Calculation of  Registration  Fee" table in the effective
                      registration statement; and

                                        (iii)   To    include    any    material
                      information  with respect to the plan of distribution  not
                      previously disclosed in the registration  statement or any
                      material  change to such  information in the  registration
                      statement;

              provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein
              do not  apply if the  information  required  to be  included  in a
              post-effective  amendment  by those  paragraphs  is  contained  in
              periodic  reports filed with or furnished to the Commission by the
              undersigned  registrant pursuant to Section 13 or Section 15(d) of
              the  Securities  Exchange  Act of 1934  that are  incorporated  by
              reference in the registration statement;

                      (2) That,  for the purpose of  determining  any  liability
              under  the  Securities  Act  of  1933,  each  such  post-effective
              amendment  shall  be  deemed  to be a new  registration  statement
              relating to the securities  offered  therein,  and the offering of
              such  securities  at that time  shall be deemed to be the  initial
              bona fide offering thereof; and

                      (3)  To   remove   from   registration,   by  means  of  a
              post-effective  amendment,  any of the securities being registered
              that remain unsold at the termination of the offering.

     (b)      The undersigned Registrant hereby undertakes that, for purposes of
              determining  any liability  under the Securities Act of 1933, each
              filing of the Registrant's annual report pursuant to Section 13(a)
              or  15(d)  of the  Securities  Exchange  Act of 1934  (and,  where
              applicable,  each  filing of an  employee  benefit  plan's  annual
              report  pursuant  to Section  15(d) of the  Exchange  Act) that is
              incorporated by reference in the  registration  statement shall be
              deemed  to  be  a  new  registration  statement  relating  to  the
              securities offered therein, and the offering of such securities at
              that time  shall be deemed to be the  initial  bona fide  offering
              thereof.

     (c)              Insofar  as  indemnification  for  liabilities  arising  
              under the  Securities  Act of 1933 may be  permitted  to trustees,
              officers and controlling persons of the registrant  pursuant to 
              the foregoing  provisions,  or otherwise,  the registrant  has 
              been advised  that in the opinion of the  Securities  and Exchange
              Commission  such  indemnification  is against public policy as 
              expressed in the Securities  Act, and is,  therefore,  
              unenforceable.  In the event that a claim for indemnification  
              against such liabilities (other than the payment by the registrant
              of expenses incurred or paid by a trustee,  officer or controlling
              person of the registrant in the successful defense of any action,
              suit or proceeding) is asserted by such  trustee,  officer or  
              controlling  person in  connection  with the  securities  being  
              registered,  the registrant will, unless in the opinion of its 
              counsel the matter has been settled by controlling  precedent,  
              submit to a court of appropriate  jurisdiction the question 
              whether such  indemnification by it is against public policy as 
              expressed in the Securities Act and will be governed by the final 
              adjudication of such issue.


                                   SIGNATURES
                                   ----------

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Atlanta,  State of Georgia, on this 15 day of April,
1999.

VININGS INVESTMENT PROPERTIES TRUST

By: /s/ Stephanie A. Reed
-------------------------
Stephanie A. Reed
Vice President and Treasurer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that we,  the  undersigned  officers  and
trustees hereby  severally  constitute Peter D. Anzo and Stephanie A. Reed , and
each of them singly,  our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the  Registration  Statement filed herewith and any and all amendments to
said  Registration  Statement,  and generally to do all such things in our names
and in our  capacities  as trustees  and officers to enable  Vinings  Investment
Properties Trust to comply with the provisions of the Securities Act of 1933 and
all requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

      Signature                          Capacity                     Date
      ---------                          --------                     ----

                                 Chief Executive Officer,         March 29, 1999
/s/ Peter D. Anzo                President, and Chairman of
-----------------------           of the Board of Trustees
                                 (Principal Executive Officer)

                                   

                                 Vice President, Secretary,       March 29, 1999
/s/ Stephanie A. Reed            Treasurer and Trustee
-------------------------        (Principal Financial and
                                  Accounting Officer)
                

/s/ Phill D. Greenblatt          Trustee                          March 29, 1999
---------------------------


/s/ Henry Hirsch                 Trustee                          March 29, 1999
--------------------------

/s/Martin H. Petersen            Trustee                          March 29, 1999
--------------------------

/s/ James D. Ross                Trustee                          March 29, 1999
--------------------------

/s/ Gilbert H. Watts, Jr.        Trustee                          March 29, 1999
--------------------------



     Exhibit                                 Description
     -------                                 -----------

-------------------------- -----------------------------------------------------
        4.1                The  description  of the Trust's Shares of Beneficial
                           Interest  (incorporated  by  reference to the Trust's
                           Registration  Statement  on Form  S-11,  filed  on or
                           about January 31, 1985, No. 2-94776,  "Description of
                           Shares," at page 32, and "Summary of  Declaration  of
                           Trust -- Redemption and  Restrictions on Transfers of
                           Shares," at pages 33-34).

-------------------------- -----------------------------------------------------
        4.2                Second  Amended and  Restated  Declaration  of Trust 
                           of the Trust  (incorporated  by  reference  to
                           Exhibit 3.1 to the Trust's  Annual Report on Form 
                           10-K for the fiscal year ended December 31, 1998,
                           No. 0-13693).

-------------------------- -----------------------------------------------------
        4.3                Amendment No. 1 to Second Amended and Restated  
                           Declaration of Trust of the Trust  (incorporated by
                           reference  to Exhibit  3.2 to the  Trust's  Annual  
                           Report on Form 10-K for the  fiscal  year ended
                           December 31, 1998, No. 0-13693)

-------------------------- -----------------------------------------------------
        4.4                Amendment No. 2 to Second Amended and Restated  
                           Declaration of Trust of the Trust  (incorporated by
                           reference  to Exhibit  3.3 to the  Trust's  Annual  
                           Report on Form 10-K for the  fiscal  year ended
                           December 31, 1998, No. 0-13693)

-------------------------- -----------------------------------------------------
        5.1                Opinion of Goodwin, Procter & Hoar LLP as to the 
                           legality of the securities being registered.

-------------------------- -----------------------------------------------------
       23.1                Consent of Goodwin, Procter & Hoar LLP (included in 
                           Exhibit 5.1 hereto).

-------------------------- -----------------------------------------------------
       23.2                Consent of Arthur Andersen LLP, Independent Public 
                           Accountants.

-------------------------- -----------------------------------------------------
       24.1                Powers of Attorney (included in signature page on 
                           page 5 of this registration statement).
-------------------------- -----------------------------------------------------
[{"type": "S-8", "sequence": "1", "description": "STOCK OPTIONS", "secsgml_size_bytes": 26037}]
{"company-data": {"conformed-name": "VININGS INVESTMENT PROPERTIES TRUST/GA", "cik": "0000759174", "assigned-sic": "6798", "irs-number": "136850434", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76487", "film-number": "99596231"}, "business-address": {"street1": "311 PACES MILL RD", "street2": "STE A-200", "city": "ATLANTA", "state": "GA", "zip": "30339", "phone": "7709849500"}, "mail-address": {"street1": "3111 PACES MILL RD", "street2": "SUITE A-200", "city": "ATLANTA", "state": "GA", "zip": "30339"}}
As filed with the Securities and Exchange Commission on April 15, 1999

                         Registration Statement No. 33-
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------
                                   
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            -------------------------

  
                       VININGS INVESTMENT PROPERTIES TRUST
                       -----------------------------------
             (Exact name of Registrant as specified in its charter)

                            Massachusetts 13-6850434
                            ------------------------
         (State of organization) (I.R.S. Employer Identification Number)

                              3111 Paces Mill Road
                                   Suite A-200
                                Atlanta, GA 30339
                                 (770) 984-9500
                              --------------------
       (Address, including zip code, and telephone number, including area
               code, of Registrant's principal executive offices)

                       VININGS INVESTMENT PROPERTIES TRUST
                      1997 STOCK OPTION AND INCENTIVE PLAN
                      ------------------------------------
                            (Full Title of the Plans)

                          ----------------------------
                                  Peter D. Anzo
                               3111 Paces Mill Road
                                   Suite A-200
                                Atlanta, GA 30339
                                 (770) 984-9500
                         ----------------------------   
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
 

                          ----------------------------
                                 With copies to:
                             GILBERT G. MENNA, P.C.
                           GOODWIN, PROCTER & HOAR LLP
                                 Exchange Place
                                 53 State Street
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000
                          -----------------------------
                         CALCULATION OF REGISTRATION FEE
------------------------------ ------------------------- ---------------------- -------------------------- -----------------
  Title of Securities Being          Amount to be          Proposed Maximum         Proposed Maximum          Amount of
         Registered                 Registered (1)        Offering Price Per    Aggregate Offering Price   Registration Fee
                                      Share
============================== ========================= ====================== ========================== =================
Shares of Beneficial                81,250                   $4.00 (2)             $325,000.00               $154.90
  Interest, no par value per share     1,500                    4.75 (2)                7,125.00
                                      26,000                    5.00 (2)              130,000.00
                                      25,555                    3.72 (3)               95,065.00
                                      ------                                           ---------
                                     134,305 Total Shares                            $557,190.00

============================== ========================= ====================== ========================== =================
(1)  Plus such  additional  number of shares as may be required  pursuant to the
     1997 Stock  Option  and  Incentive  Plan in the event of a stock  dividend,
     reverse stock split, split-up, recapitalization or other similar event.

(2)  This estimate is made pursuant to Rule 457(h) under the  Securities  Act of
     1933, as amended (the "Securities Act"), solely for purposes of determining
     the  registration  fee and is  based  upon the  price at which  outstanding
     options may be exercised.

(3)  This estimate is made pursuant to Rule 457(c) and (h) under the  Securities
     Act, solely for purposes of determining the  registration  fee based on the
     average  of the  bid  and  asked  prices  of  the  Registrant's  Shares  of
     Beneficial Interest reported on the OTC Bulletin Board on April 12, 1999.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

ITEM 3.       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
-------------------------------------------------------------
     Vinings  Investment  Properties Trust (the "Trust") hereby  incorporates by
reference the documents  listed in (a) through (c) below,  which have previously
been filed with the Securities and Exchange Commission:

     (a)      The Trust's Annual Report on Form 10-K for the fiscal year ended 
December 31, 1998;

     (b)      all other reports filed with the  Securities  and Exchange  
Commission by the Trust pursuant to Section 13(a) or 15(d) of the Securities 
Exchange Act of 1934 since December 31, 1998; and

     (c) the  description of the Trust's Shares of Beneficial  Interest,  no par
value per share,  contained in the Trust's  Registration  Statement on Form S-11
filed with the Securities  and Exchange  Commission on or about January 31, 1985
(File No.  2-94776),  at page 32,  "Description  of Shares," and at pages 33-34,
"Summary of Declaration of Trust -- Redemption and  Restrictions on Transfers of
Shares," and any  amendments  and reports filed for the purpose of updating such
description;  provided,  however,  that such  description  is  qualified  in its
entirety to the  provisions of the Second  Amended and Restated  Declaration  of
Trust of the Trust,  dated as of February 6, 1985, as amended by Amendments Nos.
1 and 2 thereto, each of which is incorporated by reference herein.

     In addition,  all  documents  subsequently  filed with the  Securities  and
Exchange  Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d)  of the  Securities  Exchange  Act of  1934,  prior  to  the  filing  of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in a document  incorporated by reference  herein shall be deemed to be
modified  or  superseded  for  purposes  hereof to the extent  that a  statement
contained  herein  or  in  any   subsequently   filed  document  which  also  is
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.       DESCRIPTION OF SECURITIES.
---------------------------------------

              Not Applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.
-----------------------------------------------------

              Not Applicable.

ITEM 6.       INDEMNIFICATION OF TRUSTEES AND OFFICERS.
-------------------------------------------------------

     Section 1 of Chapter 182 of the Massachusetts  General Laws provides that a
Massachusetts  business trust operates under a written instrument or declaration
of trust. The Trust operates as a Massachusetts  business trust under the Second
Amended and Restated  Declaration  of Trust dated as of February  15,  1985,  as
amended by  Amendment  No. 1 thereto  dated as of March 13,  1996 and as further
amended by Amendment No. 2 thereto dated as of June 25, 1996, in each case filed
with the Secretary of the Commonwealth of the Commonwealth of Massachusetts  (as
so amended, the "Declaration"). Section 8.4 of the Declaration provides that the
Trust may indemnify a trustee or officer against expenses (including  attorneys'
fees),  judgments,  fines and  amounts  paid in  settlement  in respect of or in
successful  defense of any action,  suit or proceeding if he gives prompt notice
thereof to the Trust and takes such  actions as will permit the Trust to conduct
the defense or settlement  thereof and cooperates  therein;  provided,  however,
that no such person shall be so  indemnified  for any such claim  arising out of
his bad faith,  willful  misfeasance,  gross negligence or reckless disregard of
his duties to the Trust. The standard of conduct for purposes of determining the
right to such  indemnification  shall be  determined  by  counsel  to the Trust,
except to the extent that there is a judicial determination thereof. Such rights
of indemnification  and reimbursement  shall be satisfied only out of the assets
of the Trust estate.

     The Declaration  further provides,  in Section 8.4 thereof,  that the Trust
shall have the power to purchase and maintain  liability  insurance on behalf of
any person  entitled to  indemnity  as a trustee or officer,  whether or not the
Trust would have the power to indemnify against that liability. Accordingly, the
Trust  has  obtained  trustees'  and  officers'   insurance  providing  benefits
aggregating $3 million.  In addition,  Section 8.4 of the  Declaration  provides
that the  indemnification  rights provided by such provision shall not be deemed
exclusive  of any other  rights to which  trustees  and officers may be lawfully
entitled,  nor shall anything in the Declaration restrict the right of the Trust
to  indemnify  or  reimburse  such  person in any  proper  case even  though not
specifically  provided for therein,  nor shall any provision in the  Declaration
restrict  such  right of a trustee to  contribution  as may be  available  under
applicable law.

     The Declaration  further  provides that any  indemnification  extended to a
trustee or officer pursuant to Section 8.4 thereof may include the reimbursement
of expenses by the Trust prior to the final  disposition of the proceeding  upon
the receipt of an undertaking by such  indemnified  person to repay such payment
unless  it is  determined  that such  indemnified  person  is  entitled  to such
indemnification  by the Trust as  provided  by the terms and  provisions  of the
Declaration.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.
--------------------------------------------------
              Not applicable.

ITEM 8.       EXHIBITS.
-----------------------

     The  following  is a complete  list of exhibits  filed or  incorporated  by
reference as part of this registration statement.

     Exhibit                                 Description
     -------                                 -----------

-------------------------- -----------------------------------------------------
        4.1                The  description  of the Trust's Shares of Beneficial
                           Interest  (incorporated  by  reference to the Trust's
                           Registration  Statement  on Form  S-11,  filed  on or
                           about January 31, 1985, No. 2-94776,  "Description of
                           Shares," at page 32, and "Summary of  Declaration  of
                           Trust -- Redemption and  Restrictions on Transfers of
                           Shares," at pages 33-34).

-------------------------- -----------------------------------------------------
        4.2                Second  Amended and  Restated  Declaration  of Trust 
                           of the Trust  (incorporated  by  reference  to
                           Exhibit 3.1 to the Trust's  Annual Report on Form 
                           10-K for the fiscal year ended December 31, 1998,
                           No. 0-13693).

-------------------------- -----------------------------------------------------
        4.3                Amendment No. 1 to Second Amended and Restated  
                           Declaration of Trust of the Trust  (incorporated by
                           reference  to Exhibit  3.2 to the  Trust's  Annual  
                           Report on Form 10-K for the  fiscal  year ended
                           December 31, 1998, No. 0-13693)

-------------------------- -----------------------------------------------------
        4.4                Amendment No. 2 to Second Amended and Restated  
                           Declaration of Trust of the Trust  (incorporated by
                           reference  to Exhibit  3.3 to the  Trust's  Annual  
                           Report on Form 10-K for the  fiscal  year ended
                           December 31, 1998, No. 0-13693)

-------------------------- -----------------------------------------------------
        5.1                Opinion of Goodwin, Procter & Hoar LLP as to the 
                           legality of the securities being registered.

-------------------------- -----------------------------------------------------
       23.1                Consent of Goodwin, Procter & Hoar LLP (included in 
                           Exhibit 5.1 hereto).

-------------------------- -----------------------------------------------------
       23.2                Consent of Arthur Andersen LLP, Independent Public 
                           Accountants.

-------------------------- -----------------------------------------------------
       24.1                Powers of Attorney (included in signature page on 
                           page 5 of this registration statement).
-------------------------- -----------------------------------------------------

ITEM 9.       UNDERTAKINGS.
---------------------------

     (a)      The undersigned registrant hereby undertakes:

                      (1) To file,  during any  period in which  offers or sales
              are being made, a  post-effective  amendment to this  registration
              statement:

                                        (i)      To include any prospectus 
                      required by Section 10(a)(3) of the Securities Act;

                                        (ii) To  reflect in the  prospectus  any
                      facts or events  arising after the  effective  date of the
                      registration  statement (or the most recent post-effective
                      amendment   thereof)   which,   individually   or  in  the
                      aggregate,   represent   a   fundamental   change  in  the
                      information  set  forth  in  the  registration  statement.
                      Notwithstanding the foregoing, any increase or decrease in
                      volume of securities offered (if the total dollar value of
                      securities   offered  would  not  exceed  that  which  was
                      registered)  and any deviation from the low or high and of
                      the estimated  maximum  offering range may be reflected in
                      the form of prospectus filed with the Commission  pursuant
                      to Rule 424(b) if, in the aggregate, the changes in volume
                      and price  represent no more than 20 percent change in the
                      maximum   aggregate   offering  price  set  forth  in  the
                      "Calculation of  Registration  Fee" table in the effective
                      registration statement; and

                                        (iii)   To    include    any    material
                      information  with respect to the plan of distribution  not
                      previously disclosed in the registration  statement or any
                      material  change to such  information in the  registration
                      statement;

              provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein
              do not  apply if the  information  required  to be  included  in a
              post-effective  amendment  by those  paragraphs  is  contained  in
              periodic  reports filed with or furnished to the Commission by the
              undersigned  registrant pursuant to Section 13 or Section 15(d) of
              the  Securities  Exchange  Act of 1934  that are  incorporated  by
              reference in the registration statement;

                      (2) That,  for the purpose of  determining  any  liability
              under  the  Securities  Act  of  1933,  each  such  post-effective
              amendment  shall  be  deemed  to be a new  registration  statement
              relating to the securities  offered  therein,  and the offering of
              such  securities  at that time  shall be deemed to be the  initial
              bona fide offering thereof; and

                      (3)  To   remove   from   registration,   by  means  of  a
              post-effective  amendment,  any of the securities being registered
              that remain unsold at the termination of the offering.

     (b)      The undersigned Registrant hereby undertakes that, for purposes of
              determining  any liability  under the Securities Act of 1933, each
              filing of the Registrant's annual report pursuant to Section 13(a)
              or  15(d)  of the  Securities  Exchange  Act of 1934  (and,  where
              applicable,  each  filing of an  employee  benefit  plan's  annual
              report  pursuant  to Section  15(d) of the  Exchange  Act) that is
              incorporated by reference in the  registration  statement shall be
              deemed  to  be  a  new  registration  statement  relating  to  the
              securities offered therein, and the offering of such securities at
              that time  shall be deemed to be the  initial  bona fide  offering
              thereof.

     (c)              Insofar  as  indemnification  for  liabilities  arising  
              under the  Securities  Act of 1933 may be  permitted  to trustees,
              officers and controlling persons of the registrant  pursuant to 
              the foregoing  provisions,  or otherwise,  the registrant  has 
              been advised  that in the opinion of the  Securities  and Exchange
              Commission  such  indemnification  is against public policy as 
              expressed in the Securities  Act, and is,  therefore,  
              unenforceable.  In the event that a claim for indemnification  
              against such liabilities (other than the payment by the registrant
              of expenses incurred or paid by a trustee,  officer or controlling
              person of the registrant in the successful defense of any action,
              suit or proceeding) is asserted by such  trustee,  officer or  
              controlling  person in  connection  with the  securities  being  
              registered,  the registrant will, unless in the opinion of its 
              counsel the matter has been settled by controlling  precedent,  
              submit to a court of appropriate  jurisdiction the question 
              whether such  indemnification by it is against public policy as 
              expressed in the Securities Act and will be governed by the final 
              adjudication of such issue.

                                   SIGNATURES
                                   ----------

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Atlanta,  State of Georgia, on this 15 day of April,
1999.

VININGS INVESTMENT PROPERTIES TRUST

By: /s/ Stephanie A. Reed
-------------------------
Stephanie A. Reed
Vice President and Treasurer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that we,  the  undersigned  officers  and
trustees hereby  severally  constitute Peter D. Anzo and Stephanie A. Reed , and
each of them singly,  our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the  Registration  Statement filed herewith and any and all amendments to
said  Registration  Statement,  and generally to do all such things in our names
and in our  capacities  as trustees  and officers to enable  Vinings  Investment
Properties Trust to comply with the provisions of the Securities Act of 1933 and
all requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

      Signature                          Capacity                     Date
      ---------                          --------                     ----

                                 Chief Executive Officer,         March 29, 1999
/s/ Peter D. Anzo                President, and Chairman of
-----------------------           of the Board of Trustees
                                 (Principal Executive Officer)

                                   

                                 Vice President, Secretary,       March 29, 1999
/s/ Stephanie A. Reed            Treasurer and Trustee
-------------------------        (Principal Financial and
                                  Accounting Officer)
                

/s/ Phill D. Greenblatt          Trustee                          March 29, 1999
---------------------------

/s/ Henry Hirsch                 Trustee                          March 29, 1999
--------------------------

/s/Martin H. Petersen            Trustee                          March 29, 1999
--------------------------

/s/ James D. Ross                Trustee                          March 29, 1999
--------------------------

/s/ Gilbert H. Watts, Jr.        Trustee                          March 29, 1999
--------------------------

     Exhibit                                 Description
     -------                                 -----------

-------------------------- -----------------------------------------------------
        4.1                The  description  of the Trust's Shares of Beneficial
                           Interest  (incorporated  by  reference to the Trust's
                           Registration  Statement  on Form  S-11,  filed  on or
                           about January 31, 1985, No. 2-94776,  "Description of
                           Shares," at page 32, and "Summary of  Declaration  of
                           Trust -- Redemption and  Restrictions on Transfers of
                           Shares," at pages 33-34).

-------------------------- -----------------------------------------------------
        4.2                Second  Amended and  Restated  Declaration  of Trust 
                           of the Trust  (incorporated  by  reference  to
                           Exhibit 3.1 to the Trust's  Annual Report on Form 
                           10-K for the fiscal year ended December 31, 1998,
                           No. 0-13693).

-------------------------- -----------------------------------------------------
        4.3                Amendment No. 1 to Second Amended and Restated  
                           Declaration of Trust of the Trust  (incorporated by
                           reference  to Exhibit  3.2 to the  Trust's  Annual  
                           Report on Form 10-K for the  fiscal  year ended
                           December 31, 1998, No. 0-13693)

-------------------------- -----------------------------------------------------
        4.4                Amendment No. 2 to Second Amended and Restated  
                           Declaration of Trust of the Trust  (incorporated by
                           reference  to Exhibit  3.3 to the  Trust's  Annual  
                           Report on Form 10-K for the  fiscal  year ended
                           December 31, 1998, No. 0-13693)

-------------------------- -----------------------------------------------------
        5.1                Opinion of Goodwin, Procter & Hoar LLP as to the 
                           legality of the securities being registered.

-------------------------- -----------------------------------------------------
       23.1                Consent of Goodwin, Procter & Hoar LLP (included in 
                           Exhibit 5.1 hereto).

-------------------------- -----------------------------------------------------
       23.2                Consent of Arthur Andersen LLP, Independent Public 
                           Accountants.

-------------------------- -----------------------------------------------------
       24.1                Powers of Attorney (included in signature page on 
                           page 5 of this registration statement).
-------------------------- -----------------------------------------------------