SCHEDULE DEFR 14 A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)

Filed by the registrant X
Filed by a party other than the registrant ___

Check the appropriate box:
_ Preliminary Proxy Statement
_ Confidential, for Use of the Commission Only
  (as permitted by Rule 14a-6(e)(2))
X Definitive Proxy Statement
_ Definitive Additional Materials
_ Soliciting Material Pursuant to 240.14a 11(c) or 240.14a 12

VININGS INVESTMENT PROPERTIES TRUST
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

X No fee required
_ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant 
    to Exchange Act Rule 0-11:

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid.

_ Fee paid previously with preliminary materials.

_ Check box if any part of the fee is offset as provided  by  Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, schedule or registration statement no.:

(3) Filing party:

(4) Date filed:


                               FORM OF PROXY CARD
                               ------------------

                      VININGS INVESTMENT PROPERTIES TRUST

                    PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
                           to be held on June 2, 1998

              THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF
                      VININGS INVESTMENT PROPERTIES TRUST

The undersigned  hereby  constitutes and appoints Peter D. Anzo and Stephanie A.
Reed,  and each of them,  as  Proxies  of the  undersigned,  with full  power to
appoint his or her substitute, and authorizes each of them to represent and vote
all Shares of Beneficial  Interest of Vinings  Investment  Properties Trust (the
"Trust")  held of record as of the close of business on April 20,  1998,  at the
Annual Meeting of Shareholders (the "Annual Meeting") of the Trust to be held at
Cobb Galleria Centre,  Two Galleria  Parkway,  Atlanta,  Georgia,  at 10:00 a.m.
Eastern Time, on Tuesday, June 2, 1998, and at any adjournments or postponements
thereof.

When property  executed,  this proxy will be voted in the manner directed herein
by the undersigned shareholder(s).  If no direction is given, this proxy will be
voted  "FOR"  the  election  of the seven  nominees  for  Trustees  set forth in
Proposal 1. In their  discretion,  the Proxies are each  authorized to vote upon
such other  business  as may  properly  come  before the Annual  Meeting and any
adjournments  or  postponements  thereof.  A  shareholder  wishing  to  vote  in
accordance with the Board of Trustees'  recommendations  need only sign and date
this proxy and return it in the enclosed envelope.

The  undersigned  hereby  acknowledge(s)  receipt of a copy of the  accompanying
Notice of Annual Meeting of  Shareholders,  the Proxy  Statement and the Trust's
Annual  Report  to  Shareholders  and  hereby  revoke(s)  any  proxy or  proxies
heretofore given. This proxy may be revoked at any time before it is exercised.

Please  vote and sign on the other  side and  return  promptly  in the  enclosed
envelope. Do not forget to date your proxy.

Please mark votes as in this example.   X

1. Proposal to elect seven Trustees, each to serve for a one-year term and
   until the election and qualification of his or her successor.

   Nominees: Peter D. Anzo, Martin H. Petersen, Stephanie A. Reed, 
             Gilbert H. Watts, Jr., Phill D. Greenblatt, Henry
             Hirsch, and James D. Ross

             _________  For All Nominees

             _________  Withheld From All Nominees

             _________  For All Nominees Except as Noted Above

2.       In their discretion,  the Proxies are each authorized to vote upon such
         other  business as may properly come before the Annual  Meeting and any
         adjournments or postponements thereof.

_______  MARK HERE FOR ADDRESS CHANE AND NOTE AT LEFT


Please sign name  exactly as show.  Where  there is more than one  holder,  each
should sign.  When signing as an attorney,  administrator,  guardian or trustee,
please add your title as such. If executed by a corporation or partnership,  the
proxy should be signed by a duly authorized person,  stating his or her title or
authority.


Signature: ___________________________        Date:    ________________________


Signature: ___________________________        Date:    ________________________