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 29, 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. Exhibits



     Exhibits

     5    Opinion of McGuire,  Woods,  Battle & Boothe LLP as to the legality of
          common shares issued.

     8    Opinion of  McGuire,  Woods,  Battle & Boothe  LLP as to  certain  tax
          matters.

     23   Consents of McGuire,  Woods, Battle & Boothe LLP (included in Exhibits
          5 and 8).




                                        2

<PAGE>





Item 5. Other Events

     The Registration  Statement of Cornerstone  Realty Income Trust,  Inc. (the
"Company")  on Form S-3 (File  No.  333-34441)  was  declared  effective  by the
Securities  and Exchange  Commission on January 27, 1998.  On May 29, 1998,  the
Company closed the sale to PaineWebber  Incorporated  of 2,608,696 of its common
shares registered under such Registration Statement at $10.925 per common share,
resulting  in  aggregate  proceeds  to the Company of  $28,500,004.  This report
includes as  exhibits  certain  opinions  of counsel as to the  legality of such
common shares and certain tax matters pertaining to the Company.




                                        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: June 17, 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, Inc.
                           Form 8-K dated May 29, 1998



Exhibit Number              Exhibit

        5       Opinion  of  McGuire,  Woods,  Battle  &  Boothe  LLP  as to the
                legality of common shares issued.

        8       Opinion of McGuire, Woods, Battle & Boothe LLP as to certain tax
                matters.

        23      Consents of McGuire,  Woods,  Battle & Boothe LLP  (included  in
                Exhibits 5 and 8).






                                        5
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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 29, 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. Exhibits

     Exhibits

     5    Opinion of McGuire,  Woods,  Battle & Boothe LLP as to the legality of
          common shares issued.

     8    Opinion of  McGuire,  Woods,  Battle & Boothe  LLP as to  certain  tax
          matters.

     23   Consents of McGuire,  Woods, Battle & Boothe LLP (included in Exhibits
          5 and 8).

                                        2
Item 5. Other Events

     The Registration  Statement of Cornerstone  Realty Income Trust,  Inc. (the
"Company")  on Form S-3 (File  No.  333-34441)  was  declared  effective  by the
Securities  and Exchange  Commission on January 27, 1998.  On May 29, 1998,  the
Company closed the sale to PaineWebber  Incorporated  of 2,608,696 of its common
shares registered under such Registration Statement at $10.925 per common share,
resulting  in  aggregate  proceeds  to the Company of  $28,500,004.  This report
includes as  exhibits  certain  opinions  of counsel as to the  legality of such
common shares and certain tax matters pertaining to the Company.

                                        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: June 17, 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, Inc.
                           Form 8-K dated May 29, 1998

Exhibit Number              Exhibit

        5       Opinion  of  McGuire,  Woods,  Battle  &  Boothe  LLP  as to the
                legality of common shares issued.

        8       Opinion of McGuire, Woods, Battle & Boothe LLP as to certain tax
                matters.

        23      Consents of McGuire,  Woods,  Battle & Boothe LLP  (included  in
                Exhibits 5 and 8).

                                        5