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: December 30, 1997



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


         VIRGINIA                   0-23954                  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 5.  Other Events

Item 7.  Financial Statements and Exhibits


         a.       Exhibits

                  4.1      Credit Agreement dated as of October 30, 1997, by and
                           among Cornerstone  Realty Income Trust, Inc., and any
                           Additional Borrowers party thereto, as Borrowers, the
                           Lenders referred to therein, and First Union National
                           Bank, as Agent

                  4.2      Joinder  Agreement  dated as of December  31, 1997 to
                           the Credit Agreement dated as of October 30, 1997, by
                           and among Cornerstone Realty Income Trust, Inc., each
                           Additional Borrower party thereto,  CRIT-NC, LLC, the
                           lenders party thereto, and First Union National Bank,
                           as Agent

                  4.3      (1) Amended and Restated  Revolving Credit Note dated
                           December  31, 1997 in the  principal  amount of up to
                           $65,000,000 made payable by Cornerstone Realty Income
                           Trust,  Inc. and  CRIT-NC,  LLC to the order of First
                           Union  National  Bank,  and (2) Amended and  Restated
                           Revolving  Credit Note dated December 31, 1997 in the
                           principal amount of up to $35,000,000 made payable by
                           Cornerstone  Realty Income  Trust,  Inc. and CRIT-NC,
                           LLC to the order of AmSouth Bank, and (3) Amended and
                           Restated  Revolving  Credit Note dated  December  31,
                           1997 in the  principal  amount  of up to  $25,000,000
                           made payable by Cornerstone Realty Income Trust, Inc.
                           and CRIT-NC,  LLC to the order of Crestar  Bank,  and
                           (4) Amended and Restated  Revolving Credit Note dated
                           December  31, 1997 in the  principal  amount of up to
                           $20,000,000 made payable by Cornerstone Realty Income
                           Trust,  Inc. and  CRIT-NC,  LLC to the order of Fleet
                           National Bank, and (5) Amended and Restated Revolving
                           Credit Note dated  December 31, 1997 in the principal
                           amount  of  up  to   $30,000,000   made   payable  by
                           Cornerstone  Realty Income  Trust,  Inc. and CRIT-NC,
                           LLC to the order of Guaranty Federal Bank, F.S.B.

                  10.1     Articles of Organization of CRIT-NC, LLC

                  10.2     Operating  Agreement  of  CRIT-NC,  LLC  dated as of
                           December 9, 1997


                                       2

<PAGE>


Item 5.  Other Events

         On December  30, 1997,  Cornerstone  Realty  Income  Trust,  Inc.  (the
"Company")  transferred all of its properties in North Carolina to CRIT-NC, LLC,
a Virginia limited  liability  company  ("CRIT-NC").  CRIT-NC is a single-member
limited liability company and the sole member (owner) is the Company.

         The Company transferred its North Carolina properties to CRIT-NC with a
view to achieving three  objectives.  First,  the ownership and operation of the
North  Carolina  properties in an entity  separate from the Company may insulate
Company  assets  from  liabilities  that  could  arise  from the North  Carolina
properties.  Satisfaction of such liabilities  could be limited to the assets of
CRIT-NC. Second, the establishment of CRIT-NC may facilitate, in the future, the
use of limited liability  company or partnership  interests as consideration for
property  "sellers"  who may want to  transfer  properties  to the Company on an
income  tax-deferred  basis.  The foregoing  objectives are also relevant to the
Company's  properties in other jurisdictions and the Company may, in the future,
consider  transferring  other properties to other  subsidiaries that the Company
may organize.  The third  objective  that may be realized by the transfer of the
North Carolina  properties to CRIT-NC is the possible reduction of the Company's
liability for certain North Carolina franchise taxes.

         In  connection  with  the  Company's  transfer  of its  North  Carolina
properties  to CRIT-NC,  CRIT-NC  became a  co-borrower  and  co-obligor  on the
Company's  Credit   Agreement  and  promissory  notes  issued   thereunder  (the
"Unsecured Line of Credit").  The Lenders under the Unsecured Line of Credit and
their  respective loan  commitments  thereunder are: First Union National Bank -
$65  million,  AmSouth Bank - $35  million,  Crestar  Bank - $25 million,  Fleet
National Bank - $20 million, and Guaranty Federal Bank, F.S.B. - $30 million.



                                       3


<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 9, 1998                      By: /s/ Stanley J. Olander, Jr.
                                               ---------------------------
                                               Stanley J. Olander, Jr.,
                                               Chief Financial Officer
                                               of Cornerstone Realty
                                               Income Trust, Inc.


                                       4

<PAGE>



                                  EXHIBIT INDEX

                         Cornerstone Realty Income Trust
                        Form 8-K dated December 30, 1997



Exhibit Number             Exhibit


         4.1               Credit Agreement dated as of October 30, 1997, by and
                           among Cornerstone  Realty Income Trust, Inc., and any
                           Additional Borrowers party thereto, as Borrowers, the
                           Lenders referred to therein, and First Union National
                           Bank, as Agent

         4.2               Joinder  Agreement  dated as of December  31, 1997 to
                           the Credit Agreement dated as of October 30, 1997, by
                           and among Cornerstone Realty Income Trust, Inc., each
                           Additional Borrower party thereto,  CRIT-NC, LLC, the
                           lenders party thereto, and First Union National Bank,
                           as Agent

         4.3               (1) Amended and Restated  Revolving Credit Note dated
                           December  31, 1997 in the  principal  amount of up to
                           $65,000,000 made payable by Cornerstone Realty Income
                           Trust,  Inc. and  CRIT-NC,  LLC to the order of First
                           Union  National  Bank,  and (2) Amended and  Restated
                           Revolving  Credit Note dated December 31, 1997 in the
                           principal amount of up to $35,000,000 made payable by
                           Cornerstone  Realty Income  Trust,  Inc. and CRIT-NC,
                           LLC to the order of AmSouth Bank, and (3) Amended and
                           Restated  Revolving  Credit Note dated  December  31,
                           1997 in the  principal  amount  of up to  $25,000,000
                           made payable by Cornerstone Realty Income Trust, Inc.
                           and CRIT-NC,  LLC to the order of Crestar  Bank,  and
                           (4) Amended and Restated  Revolving Credit Note dated
                           December  31, 1997 in the  principal  amount of up to
                           $20,000,000 made payable by Cornerstone Realty Income
                           Trust,  Inc. and  CRIT-NC,  LLC to the order of Fleet
                           National Bank, and (5) Amended and Restated Revolving
                           Credit Note dated  December 31, 1997 in the principal
                           amount  of  up  to   $30,000,000   made   payable  by
                           Cornerstone  Realty Income  Trust,  Inc. and CRIT-NC,
                           LLC to the order of Guaranty Federal Bank, F.S.B.

         10.1              Articles of Organization of CRIT-NC, LLC

         10.2              Operating  Agreement  of  CRIT-NC,  LLC  dated as of
                           December 9, 1997



                                       5
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 9991}]
{"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": "98504172"}, "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: December 30, 1997

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

         VIRGINIA                   0-23954                  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 5.  Other Events

Item 7.  Financial Statements and Exhibits

         a.       Exhibits

                  4.1      Credit Agreement dated as of October 30, 1997, by and
                           among Cornerstone  Realty Income Trust, Inc., and any
                           Additional Borrowers party thereto, as Borrowers, the
                           Lenders referred to therein, and First Union National
                           Bank, as Agent

                  4.2      Joinder  Agreement  dated as of December  31, 1997 to
                           the Credit Agreement dated as of October 30, 1997, by
                           and among Cornerstone Realty Income Trust, Inc., each
                           Additional Borrower party thereto,  CRIT-NC, LLC, the
                           lenders party thereto, and First Union National Bank,
                           as Agent

                  4.3      (1) Amended and Restated  Revolving Credit Note dated
                           December  31, 1997 in the  principal  amount of up to
                           $65,000,000 made payable by Cornerstone Realty Income
                           Trust,  Inc. and  CRIT-NC,  LLC to the order of First
                           Union  National  Bank,  and (2) Amended and  Restated
                           Revolving  Credit Note dated December 31, 1997 in the
                           principal amount of up to $35,000,000 made payable by
                           Cornerstone  Realty Income  Trust,  Inc. and CRIT-NC,
                           LLC to the order of AmSouth Bank, and (3) Amended and
                           Restated  Revolving  Credit Note dated  December  31,
                           1997 in the  principal  amount  of up to  $25,000,000
                           made payable by Cornerstone Realty Income Trust, Inc.
                           and CRIT-NC,  LLC to the order of Crestar  Bank,  and
                           (4) Amended and Restated  Revolving Credit Note dated
                           December  31, 1997 in the  principal  amount of up to
                           $20,000,000 made payable by Cornerstone Realty Income
                           Trust,  Inc. and  CRIT-NC,  LLC to the order of Fleet
                           National Bank, and (5) Amended and Restated Revolving
                           Credit Note dated  December 31, 1997 in the principal
                           amount  of  up  to   $30,000,000   made   payable  by
                           Cornerstone  Realty Income  Trust,  Inc. and CRIT-NC,
                           LLC to the order of Guaranty Federal Bank, F.S.B.

                  10.1     Articles of Organization of CRIT-NC, LLC

                  10.2     Operating  Agreement  of  CRIT-NC,  LLC  dated as of
                           December 9, 1997

                                       2
Item 5.  Other Events

         On December  30, 1997,  Cornerstone  Realty  Income  Trust,  Inc.  (the
"Company")  transferred all of its properties in North Carolina to CRIT-NC, LLC,
a Virginia limited  liability  company  ("CRIT-NC").  CRIT-NC is a single-member
limited liability company and the sole member (owner) is the Company.

         The Company transferred its North Carolina properties to CRIT-NC with a
view to achieving three  objectives.  First,  the ownership and operation of the
North  Carolina  properties in an entity  separate from the Company may insulate
Company  assets  from  liabilities  that  could  arise  from the North  Carolina
properties.  Satisfaction of such liabilities  could be limited to the assets of
CRIT-NC. Second, the establishment of CRIT-NC may facilitate, in the future, the
use of limited liability  company or partnership  interests as consideration for
property  "sellers"  who may want to  transfer  properties  to the Company on an
income  tax-deferred  basis.  The foregoing  objectives are also relevant to the
Company's  properties in other jurisdictions and the Company may, in the future,
consider  transferring  other properties to other  subsidiaries that the Company
may organize.  The third  objective  that may be realized by the transfer of the
North Carolina  properties to CRIT-NC is the possible reduction of the Company's
liability for certain North Carolina franchise taxes.

         In  connection  with  the  Company's  transfer  of its  North  Carolina
properties  to CRIT-NC,  CRIT-NC  became a  co-borrower  and  co-obligor  on the
Company's  Credit   Agreement  and  promissory  notes  issued   thereunder  (the
"Unsecured Line of Credit").  The Lenders under the Unsecured Line of Credit and
their  respective loan  commitments  thereunder are: First Union National Bank -
$65  million,  AmSouth Bank - $35  million,  Crestar  Bank - $25 million,  Fleet
National Bank - $20 million, and Guaranty Federal Bank, F.S.B. - $30 million.

                                       3
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 9, 1998                      By: /s/ Stanley J. Olander, Jr.
                                               ---------------------------
                                               Stanley J. Olander, Jr.,
                                               Chief Financial Officer
                                               of Cornerstone Realty
                                               Income Trust, Inc.

                                       4
EXHIBIT INDEX

                         Cornerstone Realty Income Trust
                        Form 8-K dated December 30, 1997

Exhibit Number             Exhibit

         4.1               Credit Agreement dated as of October 30, 1997, by and
                           among Cornerstone  Realty Income Trust, Inc., and any
                           Additional Borrowers party thereto, as Borrowers, the
                           Lenders referred to therein, and First Union National
                           Bank, as Agent

         4.2               Joinder  Agreement  dated as of December  31, 1997 to
                           the Credit Agreement dated as of October 30, 1997, by
                           and among Cornerstone Realty Income Trust, Inc., each
                           Additional Borrower party thereto,  CRIT-NC, LLC, the
                           lenders party thereto, and First Union National Bank,
                           as Agent

         4.3               (1) Amended and Restated  Revolving Credit Note dated
                           December  31, 1997 in the  principal  amount of up to
                           $65,000,000 made payable by Cornerstone Realty Income
                           Trust,  Inc. and  CRIT-NC,  LLC to the order of First
                           Union  National  Bank,  and (2) Amended and  Restated
                           Revolving  Credit Note dated December 31, 1997 in the
                           principal amount of up to $35,000,000 made payable by
                           Cornerstone  Realty Income  Trust,  Inc. and CRIT-NC,
                           LLC to the order of AmSouth Bank, and (3) Amended and
                           Restated  Revolving  Credit Note dated  December  31,
                           1997 in the  principal  amount  of up to  $25,000,000
                           made payable by Cornerstone Realty Income Trust, Inc.
                           and CRIT-NC,  LLC to the order of Crestar  Bank,  and
                           (4) Amended and Restated  Revolving Credit Note dated
                           December  31, 1997 in the  principal  amount of up to
                           $20,000,000 made payable by Cornerstone Realty Income
                           Trust,  Inc. and  CRIT-NC,  LLC to the order of Fleet
                           National Bank, and (5) Amended and Restated Revolving
                           Credit Note dated  December 31, 1997 in the principal
                           amount  of  up  to   $30,000,000   made   payable  by
                           Cornerstone  Realty Income  Trust,  Inc. and CRIT-NC,
                           LLC to the order of Guaranty Federal Bank, F.S.B.

         10.1              Articles of Organization of CRIT-NC, LLC

         10.2              Operating  Agreement  of  CRIT-NC,  LLC  dated as of
                           December 9, 1997

                                       5