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APPLICATION FOR WITHDRAWAL
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Pursuant to Rules 477 and 478 promulgated under the Securities Act of
1933, as amended, the undersigned registrant, Vinings Investment Properties
Trust (the "Trust"), hereby requests withdrawal of Registration Statement No.
333-3904 relating to the Special Meeting of the Trust's shareholders to vote
on a change in organizational form of the Trust from a Massachusetts
business trust to a Maryland corporation by merging the Trust into a subsidiary
of the Trust, as filed with the Securities and Exchange Commission on April 22,
1996. The registrant requests withdrawal of the Registration Statement because
the Trust has decided not to proceed with the transaction at this time.
VININGS INVESTMENT PROPERTIES TRUST
By: /s/ Peter D. Anzo
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Name: Peter D. Anzo
Title: President
