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: May 12, 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 5.   Other Events

Item 7.   Financial Statements and Exhibits

      a.  Exhibits

          3.1       Amended   and   Restated   Articles  of   Incorporation   of
                    Cornerstone Realty Income Trust, Inc., as amended.

          3.2       Bylaws of  Cornerstone  Realty Income Trust,  Inc.  (Amended
                    through May 12, 1998).

          10.1      First Amendment to the Cornerstone Realty Income Trust, Inc.
                    1992 Non-Employee Directors Stock Option Plan.

                                       2

<PAGE>



Item 5.  Other Events

         Cornerstone  Realty Income Trust, Inc. (the "Company") held  its annual
meeting of shareholders on May 5, 1998.

         The shareholders were asked to vote on six matters: (1) the election of
two directors,  (2) a proposed  amendment to the Company's  Amended and Restated
Articles of  Incorporation  to increase the number of authorized  Common Shares,
(3) a proposed  amendment  to the  Company's  Amended and  Restated  Articles of
Incorporation  to  authorize  a new class of  preferred  shares,  (4) a proposed
amendment of the Company's 1992 Non-Employee  Directors Stock Option Plan, (5) a
proposed  amendment of the Company's  Bylaws to permit the Company under certain
circumstances to invest in equity securities of an issuer for a period in excess
of 18 months, and (6) a proposed amendment of the Company's Bylaws to permit the
Company under certain circumstances to issue securities that are redeemable.

         At the annual meeting of shareholders on May 5, a quorum was present in
person or by proxy,  and the  following  persons,  both  previously  serving  as
directors of the Company, were re-elected as directors:

                                  Number of                  Number of
         Name of Director         Votes Received             Votes Withheld
         ----------------         --------------             --------------
         Penelope W. Kyle         32,625,482                 370,518
         Harry S. Taubenfeld      32,625,482                 370,518

         The  following  persons are  directors  of the  Company  whose terms of
office continued after the annual meeting and expire after 1998:

         Name of Director
         ----------------
         Glade M. Knight
         Stanley J. Olander, Jr.
         Glenn W. Bunting, Jr.
         Leslie A. Grandis
         Martin Zuckerbrod

         There being  insufficient votes for a determination with respect to the
other issues,  the meeting with respect to the other issues was adjourned  until
May 12, 1998. The following  paragraphs  describe the specifics of the proposals
for  shareholder  vote and the results of such vote as obtained at the adjourned
meeting of May 12, 1998.

         1.         Proposal  to  Amend  the  Company's   Amended  and  Restated
                    Articles  of   Incorporation   to  Increase  the  Number  of
                    Authorized Common Shares.

         The Amended and Restated Articles of Incorporation were proposed to  be
amended to increase the number of  authorized  Common Shares of the Company from
50 million to 100  million.  Unless  otherwise  required  by  applicable  law or
regulation, under this proposal, the

                                       3

<PAGE>



additional  Common Shares would be issuable  without  further  authorization  by
holders of the Common Shares and on such terms and for such consideration as may
be determined by the Board.

         This  amendment  to the  Company's  Amended and  Restated  Articles of
Incorporation  was  approved,  with the  Inspector  of Election  certifying  the
following votes:


         FOR the Amendment:                          31,971,084 Votes

         AGAINST the Amendment:                      823,509 Votes

         ABSTAIN from voting:                        201,407 Votes


         2.         Proposal  to  Amend  the  Company's   Amended  and  Restated
                    Articles  of  Incorporation  to  Authorize  a New  Class  of
                    Preferred Shares.

         The Amended and Restated Articles of Incorporation  were proposed to be
amended to  authorize  the Company to issue up to 25 million  preferred  shares.
Unless otherwise required by applicable law or regulation,  under this proposal,
the preferred  shares would be issuable  without  further  authorization  of the
holders of the Common Shares and on such terms and for such consideration as may
be  determined by the Board.  The preferred  shares could be issued from time to
time  in one or  more  series  having  varying  voting  rights,  redemption  and
conversion features,  distribution  (including liquidating  distribution) rights
and  preferences,  and other rights,  including  rights of approval of specified
transactions.  A series  of  preferred  shares  could be given  rights  that are
superior  to  certain  rights of holders  of Common  Shares and a series  having
preferential  distribution  rights could limit Common  Share  distributions  and
reduce  the  amount  holders  of  Common  Shares  would  otherwise   receive  on
dissolution of the Company.  The Board could authorize the issuance of preferred
shares with terms and  conditions  that could have the effect of  discouraging a
takeover or other  transaction  which  holders of some,  or a  majority,  of the
Common Shares might believe to be in their best interests or in which holders of
some,  or a majority,  of the Common  Shares  might  receive a premium for their
Common Shares over the then market price of such Common  Shares.  As of the date
hereof no preferred  shares are outstanding and the Company has no present plans
to issue any preferred shares.

         This  amendment  to  the  Company's  Amended and  Restated  Articles of
Incorporation  was  approved,  with the  Inspector  of Election  certifying  the
following votes:

         FOR the Amendment:                          26,830,688 Votes

         AGAINST the Amendment:                      1,695,356 Votes

         ABSTAIN from voting:                        438,764 Votes

 
                                      4


<PAGE>



         3.         Proposal to Amend the Company's 1992 Non-Employee  Directors
                    Stock Option Plan.

          As it existed  prior to the proposed  amendment,  the  Company's  1992
Non-Employee Directors Stock Option Plan (the "Plan") entitled each non-employee
director to receive an automatic  grant of stock  options on June 1 of each year
through  1998.  The Plan was  proposed to be amended to extend the grant  period
through 1999,  so that each  non-employee  director  would receive an additional
automatic  grant,  pursuant to the same  formula,  on June 1, 1999.  Eligibility
under the Directors Plan and other  material  terms and provisions  thereof will
remain unchanged.

         This  amendment  to the Company's  1992  Non-Employee  Directors  Stock
Option  Plan was  approved,  with  the  Inspector  of  Election  certifying  the
following votes:

         FOR the Amendment:                          26,579,203 Votes

         AGAINST the Amendment:                      1,863,557 Votes

         ABSTAIN from voting:                        642,350 Votes

         4.       Proposal to Amend the  Company's  Bylaws to Permit the Company
                  to Invest in  Equity  Securities  for a Period in Excess of 18
                  Months.

         The Company's  Bylaws were proposed to be amended to permit the Company
to invest in the equity securities of a non-governmental  issuer for a period in
excess of 18 months (which was previously prohibited by the Bylaws),  subject to
the Board of Directors'  determination that such action is in furtherance of the
investment objectives and policies of the Company.

         This amendment to the Company's Bylaws was approved, with the Inspector
of Election certifying the following votes:

         FOR the Amendment:                          26,890,224 Votes

         AGAINST the Amendment:                      1,488,797 Votes

         ABSTAIN from voting:                        575,819 Votes


         5.       Proposal to Amend the  Company's  Bylaws to Permit the Company
                  to Issue Securities that are Redeemable.

         The Company's  Bylaws were proposed to be amended to permit the Company
to issue redeemable  securities (which was previously prohibited by the Bylaws),
subject  to the  Board  of  Directors'  determination  that  such  action  is in
furtherance of the financing plans and objectives of the Company.

                                       5


<PAGE>



         This  amendment  to  the  Company's  Bylaws  was  approved,  with   the
Inspector of Election certifying the following votes:

         FOR the Amendment:                          27,005,591 Votes

         AGAINST the Amendment:                      1,461,828 Votes

         ABSTAIN from voting:                        885,389 Votes

                                       6


<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: May 26, 1998                        By:  /s/ Stanley J. Olander, Jr.
                                               ---------------------------
                                               Stanley J. Olander, Jr.,
                                               Chief Financial Officer
                                               of Cornerstone Realty
                                               Income Trust, Inc.

                                       7


<PAGE>



                                  EXHIBIT INDEX

                         Cornerstone Realty Income Trust
                           Form 8-K dated May 12, 1998

Exhibit Number             Exhibit
--------------             -------

          3.1       Amended   and   Restated   Articles  of   Incorporation   of
                    Cornerstone Realty Income Trust, Inc., as amended.

          3.2       Bylaws of  Cornerstone  Realty Income Trust,  Inc.  (Amended
                    through May 12, 1998).

          10.1      First Amendment to the Cornerstone Realty Income Trust, Inc.
                    1992 Non-Employee Directors Stock Option Plan.


                                       8
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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: May 12, 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 5.   Other Events

Item 7.   Financial Statements and Exhibits

      a.  Exhibits

          3.1       Amended   and   Restated   Articles  of   Incorporation   of
                    Cornerstone Realty Income Trust, Inc., as amended.

          3.2       Bylaws of  Cornerstone  Realty Income Trust,  Inc.  (Amended
                    through May 12, 1998).

          10.1      First Amendment to the Cornerstone Realty Income Trust, Inc.
                    1992 Non-Employee Directors Stock Option Plan.

                                       2
Item 5.  Other Events

         Cornerstone  Realty Income Trust, Inc. (the "Company") held  its annual
meeting of shareholders on May 5, 1998.

         The shareholders were asked to vote on six matters: (1) the election of
two directors,  (2) a proposed  amendment to the Company's  Amended and Restated
Articles of  Incorporation  to increase the number of authorized  Common Shares,
(3) a proposed  amendment  to the  Company's  Amended and  Restated  Articles of
Incorporation  to  authorize  a new class of  preferred  shares,  (4) a proposed
amendment of the Company's 1992 Non-Employee  Directors Stock Option Plan, (5) a
proposed  amendment of the Company's  Bylaws to permit the Company under certain
circumstances to invest in equity securities of an issuer for a period in excess
of 18 months, and (6) a proposed amendment of the Company's Bylaws to permit the
Company under certain circumstances to issue securities that are redeemable.

         At the annual meeting of shareholders on May 5, a quorum was present in
person or by proxy,  and the  following  persons,  both  previously  serving  as
directors of the Company, were re-elected as directors:

                                  Number of                  Number of
         Name of Director         Votes Received             Votes Withheld
         ----------------         --------------             --------------
         Penelope W. Kyle         32,625,482                 370,518
         Harry S. Taubenfeld      32,625,482                 370,518

         The  following  persons are  directors  of the  Company  whose terms of
office continued after the annual meeting and expire after 1998:

         Name of Director
         ----------------
         Glade M. Knight
         Stanley J. Olander, Jr.
         Glenn W. Bunting, Jr.
         Leslie A. Grandis
         Martin Zuckerbrod

         There being  insufficient votes for a determination with respect to the
other issues,  the meeting with respect to the other issues was adjourned  until
May 12, 1998. The following  paragraphs  describe the specifics of the proposals
for  shareholder  vote and the results of such vote as obtained at the adjourned
meeting of May 12, 1998.

         1.         Proposal  to  Amend  the  Company's   Amended  and  Restated
                    Articles  of   Incorporation   to  Increase  the  Number  of
                    Authorized Common Shares.

         The Amended and Restated Articles of Incorporation were proposed to  be
amended to increase the number of  authorized  Common Shares of the Company from
50 million to 100  million.  Unless  otherwise  required  by  applicable  law or
regulation, under this proposal, the

                                       3
additional  Common Shares would be issuable  without  further  authorization  by
holders of the Common Shares and on such terms and for such consideration as may
be determined by the Board.

         This  amendment  to the  Company's  Amended and  Restated  Articles of
Incorporation  was  approved,  with the  Inspector  of Election  certifying  the
following votes:

         FOR the Amendment:                          31,971,084 Votes

         AGAINST the Amendment:                      823,509 Votes

         ABSTAIN from voting:                        201,407 Votes

         2.         Proposal  to  Amend  the  Company's   Amended  and  Restated
                    Articles  of  Incorporation  to  Authorize  a New  Class  of
                    Preferred Shares.

         The Amended and Restated Articles of Incorporation  were proposed to be
amended to  authorize  the Company to issue up to 25 million  preferred  shares.
Unless otherwise required by applicable law or regulation,  under this proposal,
the preferred  shares would be issuable  without  further  authorization  of the
holders of the Common Shares and on such terms and for such consideration as may
be  determined by the Board.  The preferred  shares could be issued from time to
time  in one or  more  series  having  varying  voting  rights,  redemption  and
conversion features,  distribution  (including liquidating  distribution) rights
and  preferences,  and other rights,  including  rights of approval of specified
transactions.  A series  of  preferred  shares  could be given  rights  that are
superior  to  certain  rights of holders  of Common  Shares and a series  having
preferential  distribution  rights could limit Common  Share  distributions  and
reduce  the  amount  holders  of  Common  Shares  would  otherwise   receive  on
dissolution of the Company.  The Board could authorize the issuance of preferred
shares with terms and  conditions  that could have the effect of  discouraging a
takeover or other  transaction  which  holders of some,  or a  majority,  of the
Common Shares might believe to be in their best interests or in which holders of
some,  or a majority,  of the Common  Shares  might  receive a premium for their
Common Shares over the then market price of such Common  Shares.  As of the date
hereof no preferred  shares are outstanding and the Company has no present plans
to issue any preferred shares.

         This  amendment  to  the  Company's  Amended and  Restated  Articles of
Incorporation  was  approved,  with the  Inspector  of Election  certifying  the
following votes:

         FOR the Amendment:                          26,830,688 Votes

         AGAINST the Amendment:                      1,695,356 Votes

         ABSTAIN from voting:                        438,764 Votes

 
                                      4
3.         Proposal to Amend the Company's 1992 Non-Employee  Directors
                    Stock Option Plan.

          As it existed  prior to the proposed  amendment,  the  Company's  1992
Non-Employee Directors Stock Option Plan (the "Plan") entitled each non-employee
director to receive an automatic  grant of stock  options on June 1 of each year
through  1998.  The Plan was  proposed to be amended to extend the grant  period
through 1999,  so that each  non-employee  director  would receive an additional
automatic  grant,  pursuant to the same  formula,  on June 1, 1999.  Eligibility
under the Directors Plan and other  material  terms and provisions  thereof will
remain unchanged.

         This  amendment  to the Company's  1992  Non-Employee  Directors  Stock
Option  Plan was  approved,  with  the  Inspector  of  Election  certifying  the
following votes:

         FOR the Amendment:                          26,579,203 Votes

         AGAINST the Amendment:                      1,863,557 Votes

         ABSTAIN from voting:                        642,350 Votes

         4.       Proposal to Amend the  Company's  Bylaws to Permit the Company
                  to Invest in  Equity  Securities  for a Period in Excess of 18
                  Months.

         The Company's  Bylaws were proposed to be amended to permit the Company
to invest in the equity securities of a non-governmental  issuer for a period in
excess of 18 months (which was previously prohibited by the Bylaws),  subject to
the Board of Directors'  determination that such action is in furtherance of the
investment objectives and policies of the Company.

         This amendment to the Company's Bylaws was approved, with the Inspector
of Election certifying the following votes:

         FOR the Amendment:                          26,890,224 Votes

         AGAINST the Amendment:                      1,488,797 Votes

         ABSTAIN from voting:                        575,819 Votes

         5.       Proposal to Amend the  Company's  Bylaws to Permit the Company
                  to Issue Securities that are Redeemable.

         The Company's  Bylaws were proposed to be amended to permit the Company
to issue redeemable  securities (which was previously prohibited by the Bylaws),
subject  to the  Board  of  Directors'  determination  that  such  action  is in
furtherance of the financing plans and objectives of the Company.

                                       5
This  amendment  to  the  Company's  Bylaws  was  approved,  with   the
Inspector of Election certifying the following votes:

         FOR the Amendment:                          27,005,591 Votes

         AGAINST the Amendment:                      1,461,828 Votes

         ABSTAIN from voting:                        885,389 Votes

                                       6
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: May 26, 1998                        By:  /s/ Stanley J. Olander, Jr.
                                               ---------------------------
                                               Stanley J. Olander, Jr.,
                                               Chief Financial Officer
                                               of Cornerstone Realty
                                               Income Trust, Inc.

                                       7
EXHIBIT INDEX

                         Cornerstone Realty Income Trust
                           Form 8-K dated May 12, 1998

Exhibit Number             Exhibit
--------------             -------

          3.1       Amended   and   Restated   Articles  of   Incorporation   of
                    Cornerstone Realty Income Trust, Inc., as amended.

          3.2       Bylaws of  Cornerstone  Realty Income Trust,  Inc.  (Amended
                    through May 12, 1998).

          10.1      First Amendment to the Cornerstone Realty Income Trust, Inc.
                    1992 Non-Employee Directors Stock Option Plan.

                                       8