SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

         Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

Date of Report: January 15, 1998



                      CORNERSTONE REALTY INCOME TRUST, INC.
         (Exact name of registrant as specified in its charter)


     VIRGINIA                   1-12875              54-1589139
(State of                     (Commission          (IRS Employer
incorporation)                File Number)       Identification No.)


         306 EAST MAIN STREET
         RICHMOND, VIRGINIA                                 23219
         (Address of principal                            (Zip Code)
          executive offices)



               Registrant's telephone number, including area code:
                                 (804) 643-1761





<PAGE>



                      CORNERSTONE REALTY INCOME TRUST, INC.

                                    FORM 8-K

                                      Index



Item 2.  Acquisition or Disposition of Assets

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         a. Independent Auditors' Report
              (Stone Point (formerly Sterling Point)
               Apartments)*

            Historical Statement of Income and
              Direct Operating Expenses
              (Stone Point (formerly Sterling Point)
              Apartments)*

            Note to Historical Statement of
              Income and Direct Operating
              Expenses (Stone Point (formerly
              Sterling Point) Apartments)*

         b. Pro Forma  Statement of Operations for the
              Twelve Months ended December 31, 1997 (unaudited)*

            Pro Forma Balance Sheet as of
              December 31, 1997 (unaudited)*

         c. Exhibits

            10.1  Purchase Contract for Stone Point
                  (formerly Sterling Point) Apartments

            23.1  Consent of Independent Auditors*



                                      -2-

----------
* To be filed by amendment.


<PAGE>



Item 2.  Acquisition or Disposition of Assets

                 STONE POINT (formerly Sterling Point)APARTMENTS
                            Charlotte, North Carolina


     On January 15, 1998,  Cornerstone Realty Income Trust, Inc. (the "Company")
purchased the Sterling  Point  Apartments  (the  "Property"),  consisting of 192
apartment units located at 10900 Point South Drive,  Charlotte,  North Carolina.
The Company has renamed the Property the "Stone Point Apartments."

     The seller,  Sterling  Apartments,  LLC, was unaffiliated with the Company.
The purchase  price was  $9,700,000,  which was paid in its entirety  with funds
borrowed  by the  Company  under  its  unsecured  line of  credit.  Title to the
Property was conveyed to the Company by limited warranty deed.

     LOCATION.  The  following  information  is based in part  upon  information
provided by the Charlotte Chamber of Commerce.

     Based in part  upon its fast  rate of  growth  and a  diversified  economy,
Charlotte  has in recent  years  come to  national  attention  as an  attractive
location for business and residential growth. According to the August 1995, Site
Selection magazine,  Charlotte's  corporate  popularity ranked second nationally
only to Dallas  during the period  between 1990 and 1994,  being the site of 474
significant new and expanded facilities.

     Charlotte  has  developed  into  a  major   financial,   distribution   and
transportation  center,  with a  metropolitan  population of  approximately  1.3
million and a population of approximately  5.6 million within a 100-mile radius.
Charlotte's growth is also attributable to its favorable  year-round  climate, a
moderate  cost of  living,  excellent  quality  of life,  educated  work  force,
pro-business political climate,  extensive transportation network, and strategic
geographic location.

     According to the Charlotte Chamber of Commerce, during the first six months
of 1995, approximately 530 firms announced new or expanded businesses which will
provide  approximately  6,200 new jobs in the area.  Charlotte  is home to major
offices of more than 225 of the Fortune 500 industrial  firms and  approximately
300 of the Fortune 500 service firms.

     Charlotte  is the leading  financial  center of the  Southeast,  serving as
corporate headquarters to NationsBank and First Union. The growth of Charlotte's
banking and financial communities has had a positive effect on the growth of its
supporting industries,


                                      -3-

<PAGE>



such as insurance,  accounting,  legal services, and real estate. Another recent
aspect of Charlotte's  development is as the location of professional basketball
and  football  franchises  known  as the  Charlotte  Hornets  and  the  Carolina
Panthers, respectively.

     The city of  Charlotte  is located  near the border of North  Carolina  and
South Carolina within  Mecklenburg  County. It is located at the intersection of
Interstates 77 and 85, the major north/south and east/west  thoroughfares in the
region, which provide convenient access to all other regional areas.

     The Property is located in Mecklenburg County, in the southwestern  portion
of the Charlotte  metropolitan area. The Property is located at the intersection
of Carowinds  Boulevard and State Highway 49. The immediate area surrounding the
Property consists of other  multi-family and single-family  housing,  commercial
development and retail development.  The Property is an approximately ten-minute
drive to Lake Wylie.  The Property is an  approximately  five-minute  drive from
Interstates  77  and  485.  The  Charlotte   central  business  district  is  an
approximately   25-minute   drive  from  the  Property   and   Charlotte/Douglas
International Airport is an approximately  15-minute drive from the Property via
Interstate 77.

     DESCRIPTION  OF THE PROPERTY.  The Property was built in 1986 and comprises
192 garden-style  apartments in 16 two-story buildings on approximately 20 acres
of land. The Property offers three unit types.  The unit mix and rents currently
being  charged to new  tenants  are as  follows.


                                          APPROXIMATE
                                            INTERIOR             MONTHLY
QUANTITY        TYPE                      SQUARE FOOTAGE          RENTAL 

64             One bedroom, one                 715                $560
               bathroom

64             Two bedrooms, two                832                 645
               bathrooms

64             Two bedrooms, two                997                 675
               bathrooms

     The units at the  Property  provide for a combined  total of  approximately
163,000 square feet of net rentable area.

         The  Property  has an  outdoor  swimming  pool,  two tennis  courts,  a
playground,  a fitness center,  laundry  facilities and a business  center.  The
Property has a clubhouse which includes an


                                      -4-

<PAGE>


entertainment area,  kitchenette,  conference room and leasing office.  There is
ample paved parking for tenants.

     The Company  believes that the Property has generally been well  maintained
and  is in  good  condition.  According  to  the  seller,  the  seller  expended
approximately  $260,000 in capital  improvements  beginning in January 1996. The
improvements  included  construction  of an addition to the clubhouse  housing a
fitness center, a new laundry facility,  exterior painting,  installation of the
playground,  carpet  replacement in  approximately  60% of the apartment  units,
vinyl floor  replacement in  approximately  50% of the apartment  units, and new
light  fixtures  and  mirrors in some of the  apartment  units.  The Company has
budgeted $96,000 for additional renovations and improvements. These improvements
are expected to include  redecoration of the clubhouse,  exterior  painting with
wood replacement as necessary, and new signs for the Property.

     Leases at the Property are for terms of one year or less. Generally, rental
rates for the past five years have  increased.  As an  example,  a  two-bedroom,
two-bathroom  (997 square feet) apartment rented for $520 in 1993, $530 in 1994,
$550 in 1995, $603 in 1996 and $620 in 1997. The average effective annual rental
per square foot at the Property for 1993,  1994,  1995, 1996 and 1997 was $6.84,
$6.97, $7.23, $7.93, and $8.15, respectively.

     The buildings are  wood-frame  construction  on concrete slabs with pitched
roofs  covered with  asphalt  shingles.  The  exteriors  are masonite  hardboard
siding.

     All  apartment  units have  wall-to-wall  carpeting in the living areas and
vinyl floors in the kitchen and bath. Each apartment unit has a cable television
hook-up and an individually  controlled  heating and air conditioning unit. Each
apartment  unit includes  miniblinds,  exterior  storage,  a wrap-around  porch,
walk-in closets and  washer/dryer  connections.  Each kitchen is equipped with a
refrigerator/freezer,  electric range and oven, dishwasher and garbage disposal.
The owner of the Property supplies cold water,  sewer service and trash removal.
The tenants  are  responsible  for  electricity,  which  includes  heating,  air
conditioning, hot water, cooking and lights.

     There are at least five apartment  properties in the area that compete with
the Property.  The other  properties  that will compete with the Property  offer
similar  amenities and generally  have rents that are comparable to those of the
Property.  Based  on a recent  telephone  survey,  the  Company  estimates  that
occupancy in nearby competing projects now averages approximately 93%.


                                      -5-

<PAGE>



     According to information provided by the seller,  physical occupancy at the
Property  averaged  approximately  99% in 1993, 99% in 1994, 99% in 1995, 94% in
1996 and 96% in 1997.  On January 6, 1998,  the Property was 95%  occupied.  The
tenants of the Property are a mix of blue-collar  and  white-collar  workers and
retired persons.

     The  following  table sets forth 1997 real estate tax  information  for the
Property.

         ASSET                 VALUE            TAX            TAX
                                                RATE

Land                          $856,830.00      $1.2550      $10,753.22
Buildings                    5,997,320.00       1.2550       75,266.37
Other features                  76,060.00       1.2550          954.55
                            -------------                   ----------
   Total                    $6,930,210.00                   $86,974.14
                            =============                   ==========
        Solid Waste Fee:                                     $6,369.00
        TOTAL TAX:                                          $93,343.14
                                                            ==========


     The basis of the  depreciable  residential  real  property  portion  of the
Property (currently  estimated at about 6,073,380) will be depreciated over 27.5
years on a straight-line  basis. The basis of the personal property portion will
be depreciated in accordance with the modified  accelerated cost recovery system
of the Code. Amounts to be spent by the Company on repairs and improvements will
be treated for tax  purposes as permitted by the Code based on the nature of the
expenditures.

     The  Company  believes  that  the  Property  is  and  will  continue  to be
adequately covered by property and liability insurance.

     MATERIAL  FACTORS  CONSIDERED  IN  ASSESSING  THE  PROPERTY.   The  factors
considered  by the  Company  to be  relevant  in  evaluating  the  Property  for
acquisition by the Company included the following:

     1. The  Company  believes  that the  Charlotte,  North  Carolina  area will
experience continued strong economic development and steady population increase,
and that such  development and increase will support stable  occupancy rates and
reasonable increases in rents at the Property.



                                      -6-

<PAGE>



     2. Based upon an engineering  report and its own  inspections,  the Company
believes that the Property is in generally  sound  condition.  In addition,  the
Company  believes that the completion of its planned capital  improvements  will
permit additional increases in rental rates.

     3. The Property is  conveniently  located and proximate to major  employers
and shopping.

     4. The Company is very  familiar  with the  Charlotte  rental  market.  The
Company already owns other apartment  complexes in the Charlotte area, which may
provide certain economies and efficiency in operation.

     The Company is not aware of any material  adverse  factors  relating to the
Property not set forth in this report that would cause the financial information
contained in this report not to be  necessarily  indicative of future  operating
results.



                                      -7-

<PAGE>




                                   ITEM 7.a.*




----------
* To be filed by amendment.  It is  impracticable to include herein the required
financial statements for the Property. The required financial statements will be
filed as an amendment  to this report as soon as possible,  but in no event more
than 60 days after the date of filing of this report.



                                      -8-


<PAGE>




                                   ITEM 7.b.*




----------
* To be filed by amendment.  It is  impracticable to include herein the required
pro forma financial  information.  The required pro forma financial  information
will be filed as an  amendment  to this  report as soon as  possible,  but in no
event more than 60 days after the date of filing of this report.



                                      -9-
<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 hereunto duly authorized.


                                           Cornerstone Realty Income Trust, Inc.


Date: January 29, 1998                            By:/s/ Stanley J. Olander, Jr.
                                                     ---------------------------
                                                     Stanley J. Olander, Jr.,
                                                     Chief Financial Officer
                                                     of Cornerstone Realty
                                                     Income Trust, Inc.



                                      -10-
<PAGE>


                                  EXHIBIT INDEX

                         Cornerstone Realty Income Trust
                         Form 8-K dated January 15, 1998


Exhibit Number             Exhibit                                   Page Number
--------------             -------                                   -----------

     10.1                  Purchase Contract for
                           Stone Point (formerly
                           Sterling Point) Apartments

     23.1                  Consent of Independent Auditors*



----------
* To be filed by amendment.
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{"company-data": {"conformed-name": "CORNERSTONE REALTY INCOME TRUST INC", "cik": "0000854875", "assigned-sic": "6798", "irs-number": "541589139", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12875", "film-number": "98516148"}, "business-address": {"street1": "306 E MAIN ST", "city": "RICHMOND", "state": "VA", "zip": "23219", "phone": "8046431761"}, "mail-address": {"street1": "306 E MAIN ST", "city": "RICHMOND", "state": "VA", "zip": "23219"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

         Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

Date of Report: January 15, 1998

                      CORNERSTONE REALTY INCOME TRUST, INC.
         (Exact name of registrant as specified in its charter)

     VIRGINIA                   1-12875              54-1589139
(State of                     (Commission          (IRS Employer
incorporation)                File Number)       Identification No.)

         306 EAST MAIN STREET
         RICHMOND, VIRGINIA                                 23219
         (Address of principal                            (Zip Code)
          executive offices)

               Registrant's telephone number, including area code:
                                 (804) 643-1761
CORNERSTONE REALTY INCOME TRUST, INC.

                                    FORM 8-K

                                      Index

Item 2.  Acquisition or Disposition of Assets

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         a. Independent Auditors' Report
              (Stone Point (formerly Sterling Point)
               Apartments)*

            Historical Statement of Income and
              Direct Operating Expenses
              (Stone Point (formerly Sterling Point)
              Apartments)*

            Note to Historical Statement of
              Income and Direct Operating
              Expenses (Stone Point (formerly
              Sterling Point) Apartments)*

         b. Pro Forma  Statement of Operations for the
              Twelve Months ended December 31, 1997 (unaudited)*

            Pro Forma Balance Sheet as of
              December 31, 1997 (unaudited)*

         c. Exhibits

            10.1  Purchase Contract for Stone Point
                  (formerly Sterling Point) Apartments

            23.1  Consent of Independent Auditors*

                                      -2-

----------
* To be filed by amendment.
Item 2.  Acquisition or Disposition of Assets

                 STONE POINT (formerly Sterling Point)APARTMENTS
                            Charlotte, North Carolina

     On January 15, 1998,  Cornerstone Realty Income Trust, Inc. (the "Company")
purchased the Sterling  Point  Apartments  (the  "Property"),  consisting of 192
apartment units located at 10900 Point South Drive,  Charlotte,  North Carolina.
The Company has renamed the Property the "Stone Point Apartments."

     The seller,  Sterling  Apartments,  LLC, was unaffiliated with the Company.
The purchase  price was  $9,700,000,  which was paid in its entirety  with funds
borrowed  by the  Company  under  its  unsecured  line of  credit.  Title to the
Property was conveyed to the Company by limited warranty deed.

     LOCATION.  The  following  information  is based in part  upon  information
provided by the Charlotte Chamber of Commerce.

     Based in part  upon its fast  rate of  growth  and a  diversified  economy,
Charlotte  has in recent  years  come to  national  attention  as an  attractive
location for business and residential growth. According to the August 1995, Site
Selection magazine,  Charlotte's  corporate  popularity ranked second nationally
only to Dallas  during the period  between 1990 and 1994,  being the site of 474
significant new and expanded facilities.

     Charlotte  has  developed  into  a  major   financial,   distribution   and
transportation  center,  with a  metropolitan  population of  approximately  1.3
million and a population of approximately  5.6 million within a 100-mile radius.
Charlotte's growth is also attributable to its favorable  year-round  climate, a
moderate  cost of  living,  excellent  quality  of life,  educated  work  force,
pro-business political climate,  extensive transportation network, and strategic
geographic location.

     According to the Charlotte Chamber of Commerce, during the first six months
of 1995, approximately 530 firms announced new or expanded businesses which will
provide  approximately  6,200 new jobs in the area.  Charlotte  is home to major
offices of more than 225 of the Fortune 500 industrial  firms and  approximately
300 of the Fortune 500 service firms.

     Charlotte  is the leading  financial  center of the  Southeast,  serving as
corporate headquarters to NationsBank and First Union. The growth of Charlotte's
banking and financial communities has had a positive effect on the growth of its
supporting industries,

                                      -3-
such as insurance,  accounting,  legal services, and real estate. Another recent
aspect of Charlotte's  development is as the location of professional basketball
and  football  franchises  known  as the  Charlotte  Hornets  and  the  Carolina
Panthers, respectively.

     The city of  Charlotte  is located  near the border of North  Carolina  and
South Carolina within  Mecklenburg  County. It is located at the intersection of
Interstates 77 and 85, the major north/south and east/west  thoroughfares in the
region, which provide convenient access to all other regional areas.

     The Property is located in Mecklenburg County, in the southwestern  portion
of the Charlotte  metropolitan area. The Property is located at the intersection
of Carowinds  Boulevard and State Highway 49. The immediate area surrounding the
Property consists of other  multi-family and single-family  housing,  commercial
development and retail development.  The Property is an approximately ten-minute
drive to Lake Wylie.  The Property is an  approximately  five-minute  drive from
Interstates  77  and  485.  The  Charlotte   central  business  district  is  an
approximately   25-minute   drive  from  the  Property   and   Charlotte/Douglas
International Airport is an approximately  15-minute drive from the Property via
Interstate 77.

     DESCRIPTION  OF THE PROPERTY.  The Property was built in 1986 and comprises
192 garden-style  apartments in 16 two-story buildings on approximately 20 acres
of land. The Property offers three unit types.  The unit mix and rents currently
being  charged to new  tenants  are as  follows.

                                          APPROXIMATE
                                            INTERIOR             MONTHLY
QUANTITY        TYPE                      SQUARE FOOTAGE          RENTAL 

64             One bedroom, one                 715                $560
               bathroom

64             Two bedrooms, two                832                 645
               bathrooms

64             Two bedrooms, two                997                 675
               bathrooms

     The units at the  Property  provide for a combined  total of  approximately
163,000 square feet of net rentable area.

         The  Property  has an  outdoor  swimming  pool,  two tennis  courts,  a
playground,  a fitness center,  laundry  facilities and a business  center.  The
Property has a clubhouse which includes an

                                      -4-
entertainment area,  kitchenette,  conference room and leasing office.  There is
ample paved parking for tenants.

     The Company  believes that the Property has generally been well  maintained
and  is in  good  condition.  According  to  the  seller,  the  seller  expended
approximately  $260,000 in capital  improvements  beginning in January 1996. The
improvements  included  construction  of an addition to the clubhouse  housing a
fitness center, a new laundry facility,  exterior painting,  installation of the
playground,  carpet  replacement in  approximately  60% of the apartment  units,
vinyl floor  replacement in  approximately  50% of the apartment  units, and new
light  fixtures  and  mirrors in some of the  apartment  units.  The Company has
budgeted $96,000 for additional renovations and improvements. These improvements
are expected to include  redecoration of the clubhouse,  exterior  painting with
wood replacement as necessary, and new signs for the Property.

     Leases at the Property are for terms of one year or less. Generally, rental
rates for the past five years have  increased.  As an  example,  a  two-bedroom,
two-bathroom  (997 square feet) apartment rented for $520 in 1993, $530 in 1994,
$550 in 1995, $603 in 1996 and $620 in 1997. The average effective annual rental
per square foot at the Property for 1993,  1994,  1995, 1996 and 1997 was $6.84,
$6.97, $7.23, $7.93, and $8.15, respectively.

     The buildings are  wood-frame  construction  on concrete slabs with pitched
roofs  covered with  asphalt  shingles.  The  exteriors  are masonite  hardboard
siding.

     All  apartment  units have  wall-to-wall  carpeting in the living areas and
vinyl floors in the kitchen and bath. Each apartment unit has a cable television
hook-up and an individually  controlled  heating and air conditioning unit. Each
apartment  unit includes  miniblinds,  exterior  storage,  a wrap-around  porch,
walk-in closets and  washer/dryer  connections.  Each kitchen is equipped with a
refrigerator/freezer,  electric range and oven, dishwasher and garbage disposal.
The owner of the Property supplies cold water,  sewer service and trash removal.
The tenants  are  responsible  for  electricity,  which  includes  heating,  air
conditioning, hot water, cooking and lights.

     There are at least five apartment  properties in the area that compete with
the Property.  The other  properties  that will compete with the Property  offer
similar  amenities and generally  have rents that are comparable to those of the
Property.  Based  on a recent  telephone  survey,  the  Company  estimates  that
occupancy in nearby competing projects now averages approximately 93%.

                                      -5-
According to information provided by the seller,  physical occupancy at the
Property  averaged  approximately  99% in 1993, 99% in 1994, 99% in 1995, 94% in
1996 and 96% in 1997.  On January 6, 1998,  the Property was 95%  occupied.  The
tenants of the Property are a mix of blue-collar  and  white-collar  workers and
retired persons.

     The  following  table sets forth 1997 real estate tax  information  for the
Property.

         ASSET                 VALUE            TAX            TAX
                                                RATE

Land                          $856,830.00      $1.2550      $10,753.22
Buildings                    5,997,320.00       1.2550       75,266.37
Other features                  76,060.00       1.2550          954.55
                            -------------                   ----------
   Total                    $6,930,210.00                   $86,974.14
                            =============                   ==========
        Solid Waste Fee:                                     $6,369.00
        TOTAL TAX:                                          $93,343.14
                                                            ==========

     The basis of the  depreciable  residential  real  property  portion  of the
Property (currently  estimated at about 6,073,380) will be depreciated over 27.5
years on a straight-line  basis. The basis of the personal property portion will
be depreciated in accordance with the modified  accelerated cost recovery system
of the Code. Amounts to be spent by the Company on repairs and improvements will
be treated for tax  purposes as permitted by the Code based on the nature of the
expenditures.

     The  Company  believes  that  the  Property  is  and  will  continue  to be
adequately covered by property and liability insurance.

     MATERIAL  FACTORS  CONSIDERED  IN  ASSESSING  THE  PROPERTY.   The  factors
considered  by the  Company  to be  relevant  in  evaluating  the  Property  for
acquisition by the Company included the following:

     1. The  Company  believes  that the  Charlotte,  North  Carolina  area will
experience continued strong economic development and steady population increase,
and that such  development and increase will support stable  occupancy rates and
reasonable increases in rents at the Property.

                                      -6-
2. Based upon an engineering  report and its own  inspections,  the Company
believes that the Property is in generally  sound  condition.  In addition,  the
Company  believes that the completion of its planned capital  improvements  will
permit additional increases in rental rates.

     3. The Property is  conveniently  located and proximate to major  employers
and shopping.

     4. The Company is very  familiar  with the  Charlotte  rental  market.  The
Company already owns other apartment  complexes in the Charlotte area, which may
provide certain economies and efficiency in operation.

     The Company is not aware of any material  adverse  factors  relating to the
Property not set forth in this report that would cause the financial information
contained in this report not to be  necessarily  indicative of future  operating
results.

                                      -7-
ITEM 7.a.*

----------
* To be filed by amendment.  It is  impracticable to include herein the required
financial statements for the Property. The required financial statements will be
filed as an amendment  to this report as soon as possible,  but in no event more
than 60 days after the date of filing of this report.

                                      -8-
ITEM 7.b.*

----------
* To be filed by amendment.  It is  impracticable to include herein the required
pro forma financial  information.  The required pro forma financial  information
will be filed as an  amendment  to this  report as soon as  possible,  but in no
event more than 60 days after the date of filing of this report.

                                      -9-
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 hereunto duly authorized.

                                           Cornerstone Realty Income Trust, Inc.

Date: January 29, 1998                            By:/s/ Stanley J. Olander, Jr.
                                                     ---------------------------
                                                     Stanley J. Olander, Jr.,
                                                     Chief Financial Officer
                                                     of Cornerstone Realty
                                                     Income Trust, Inc.

                                      -10-
EXHIBIT INDEX

                         Cornerstone Realty Income Trust
                         Form 8-K dated January 15, 1998

Exhibit Number             Exhibit                                   Page Number
--------------             -------                                   -----------

     10.1                  Purchase Contract for
                           Stone Point (formerly
                           Sterling Point) Apartments

     23.1                  Consent of Independent Auditors*

----------
* To be filed by amendment.