UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Admendment No. 2 [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended September 30, 1997 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 2-95449 NATIONAL PROPERTIES INVESTMENT TRUST Formerly Richard Roberts Real Estate Growth Trust I (Exact name of registrant as specified in its charter) Massachusetts 06-6290322 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) P.O. Box 148 Canton Center, CT 06020 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (860) 693-9624 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 12,13 or 15(d) of the Securities Exchange Act of 1934 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 filing requirements for the past 90 days. Yes X No The Registrants Form 10-Q for the quarter ended September 30, 1997 is amended as follows: Item 2 of the Registrants Form 10-Q for the quarter ended June 30, 1997 is amended as follows: Results of Operations have been revised in accordance with Item 303 of Regulation S-K. * * Filed herewith ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Results of Operations For the quarter ended September 30, 1997, the Trust reported net income from property operations of $1,625 as compared to a net loss from property operations of $1,752 for the quarter ended September 30, 1996. For the nine months ended September 30, 1997, the Trust reported net income from property operations of $11,412 as compared to net income from property operations of $2,278 for the nine months ended September 30, 1996. The increase in gross rental income for the quarter ended September 30, 1997 is the result of decreases in vacancies resulting in an increase of gross rental of $5,641 and rent escalations resulting in an increase of gross rental income of $5,167. Also, the Trust had net income of $1,759 and $11,943 for the quarter and nine months ended September 30, 1997, compared to a net loss of $1,443 and net income of $3,620 for the quarter and nine months ended September 30, 1996, respectively. General and administrative expenses increased by $6,815 for the quarter ended September 30, 1997 over the quarter ended September 30, 1996 due to increases in expenses related to the Trusts preparation for the proposed sale of $3,602 and increases in health insurance premiums of $1,939. The Managing Trustee was paid $12,000 and $36,000 for the quarter and nine months ended September 30, 1997, respectively. In addition, the Trust offices are located at premises owned by the Managing Trustee. No rent was charged to the Trust in the quarter and nine months ended September 30, 1997, although the Trust paid utility bills for the office of $435 and $1,571 in the quarter and nine months ended September 30, 1997, respectively. Signatures Pursuant to the requirements of Section 13 or 15(d) 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. NATIONAL PROPERTIES INVESTMENT TRUST Date: 12/24/97 By: \s\ Peter M. Stein Peter M. Stein Managing Trustee Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated: Signature Title Date /s/ Peter M. Stein Managing Trustee 12/24/97 Peter M. Stein /s/ Jay Goldman Trustee 12/24/97 Jay W. Goldman /s/ Robert Reibstein Trustee 12/24/97 Robert Reibstein