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: October 31, 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 2.  Acquisition or Disposition of Assets

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

         a.       Independent Auditors' Report
                  (Barrington Parc Apartments)*

                  Historical Statement of Income and
                  Direct Operating Expenses
                  (Barrington Parc Apartments) *

                  Note to Historical Statement of
                  Income and Direct Operating
                  Expenses (Barrington Parc Apartments)*

         b.       Independent Auditors' Report
                  (St. Regis (formerly Sterling Arbor) Apartments)*

                  Historical Statement of Income and
                  Direct Operating Expenses
                  (St. Regis (formerly Sterling Arbor) Apartments)*

                  Note to Historical Statement of
                  Income and Direct Operating
                  Expenses (St. Regis (formerly Sterling Arbor) Apartments)*

         c.       Independent Auditors' Report
                  (Remington Place (formerly Sterling Place) Apartments)*

                  Historical Statement of Income and
                  Direct Operating Expenses
                  (Remington Place (formerly Sterling Place) Apartments)*




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

                                        2

<PAGE>



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

         d.       Pro Forma  Statement of  Operations  for the Nine Months ended
                  September 30, 1997 (unaudited)*

                  Pro Forma Balance Sheet as of
                  September 30, 1997 (unaudited)*

                  Pro Forma Statement of Operations
                  for the Year ended December 31, 1996
                  (unaudited)*

         e.       Exhibits

                  10.1     Purchase Contract for Barrington Parc Apartments

                  10.2     Purchase  Contract for St. Regis  (formerly  Sterling
                            Arbor) Apartments

                  10.3     Purchase   Contract  for  Remington  Place  (formerly
                            Sterling Place) Apartments

                  23.1     Consent of Independent Auditors*

                  23.2     Consent of Independent Auditors*

                  23.3     Consent of Independent Auditors*



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

                                        3

<PAGE>



Item 2.  Acquisition or Disposition of Assets


                           BARRINGTON PARC APARTMENTS
                                Norcross, Georgia


     On October 31, 1997,  Cornerstone Realty Income Trust, Inc. (the "Company")
purchased the Barrington Parc Apartments,  a 188-unit  apartment complex located
at 1405 Beaver Ruin Road, Norcross,  Georgia (the "Property").  Norcross is just
outside Atlanta.

     The Company purchased the Property from an affiliate of Winthrop  Financial
Associates,  which is  unaffiliated  with the Company.  The  purchase  price was
$7,850,000,  all of which  was  borrowed  by the  Company  under  the  Company's
unsecured  line of credit.  Title to the Property was conveyed to the Company by
limited warranty deed.

     Location.  The  Property  is located  off of Buford  Highway  in  Norcross,
Georgia,  within Gwinnett County, just outside Atlanta,  Georgia.  The following
information  concerning  the  metropolitan  Atlanta  area is based in part  upon
information provided by the greater Atlanta Chamber of Commerce.

     The  economy of the  greater  Atlanta  area is  diverse,  and  includes  as
significant  sectors  manufacturing,  transportation,  distribution,  retailing,
wholesaling,  finance,  government,  research, education and medicine. More than
80% of the Fortune 500 industrial  companies and over 1,800 local  manufacturing
firms have  operations  in the area.  Atlanta is the  national  headquarters  of
Coca-Cola,  Cable News Network,  Delta Air Lines,  United Parcel  Service,  Home
Depot and Holiday Inn  Worldwide.  The city is also  headquarters  for the Sixth
District Federal Reserve Bank.

     The  convention  and  visitor  trade  is  also  one  of  Atlanta's  primary
industries  and has an  important  impact on the  overall  economy  of the city.
Atlanta's hosting of the 1996 Centennial  Olympic Games furthered its visibility
as an important city internationally.

     Atlanta sits at the junction of three major Interstate Highways (I-20, I-75
and I-85), and I-285 (Perimeter  Highway)  encircles the city. There are several
airports  in  the  area,  but  the  principal   airport  is   Hartsfield-Atlanta
International  Airport,  which  had over  60,000  flights  and over 4.5  million
passengers in 1994.  Atlanta also has a rapid rail transit  system (known as the
Metropolitan Atlanta Rapid Transit Authority, or "MARTA").

     Gwinnett County had the highest  population growth rate of any large county
in the United States during the 1980's. From 1980 to 1990, Gwinnett County added
almost 190,000 new residents,  and the forecasted population growth for Gwinnett
County from 1990 to 2000 is 142,000.


                                        4

<PAGE>



     The immediate area surrounding the Property consists of other  multi-family
and single-family housing and commercial and retail development. The Property is
proximate to businesses,  major shopping,  entertainment,  schools and churches.
The Property is approximately  one mile east of Interstate 85 and six miles from
Interstate 285.

     Description  of the  Property.  The  Property  consists  of 188  garden and
townhouse  style  apartment  units  in 21  two-  and  three-story  buildings  on
approximately 18 acres of land. The Property was built in 1986.

     The Company  believes that the Property is generally in good  condition and
has been  well  maintained.  The  Company  has  budgeted  $131,000  for  certain
renovations  to the Property,  including  clubhouse  renovations,  wood and trim
replacement, exterior painting and resealing, and restriping of parking areas.

     The  Property  offers  several  types of  units.  The  unit  mix and  rents
currently being charged new tenants are as follows:


<TABLE>
<CAPTION>
                                                                 APPROXIMATE
                                                               INTERIOR SQUARE       MONTHLY
QUANTITY                              TYPE                         FOOTAGE           RENTAL
--------                              ----                         -------           ------
<S>            <C>                                                 <C>                <C> 
   28          One bedroom/one bathroom                              700              $600
   6           One bedroom/one bathroom                              800               620
   28          One bedroom/one bathroom                              800               635
   12          One bedroom/one bathroom townhouse                    900               660
               (middle)
   12          One bedroom/one bathroom townhouse                    900               690
               (end)
   30          Two bedrooms/two bathrooms (split)                   1,000              710
   30          Two bedrooms/two bathrooms (split)                   1,100              760
   14          Two bedrooms/two bathrooms                           1,000              715
   14          Two bedrooms/two bathrooms                           1,100              735
   14          Two bedrooms/two bathrooms                           1,100              755
</TABLE>

     The  apartments  provide a combined total of  approximately  176,000 square
feet of net rentable area.


                                        5

<PAGE>



     Leases at the Property are generally for terms of one year or less. Average
rental rates for the past five years have generally increased.  As an example, a
two-bedroom,  two-bath  apartment  unit (1,100  square  feet) rented for $545 in
1992,  $560 in 1993,  $595 in 1994,  $650 in 1995, and $680 in 1996. The average
effective  annual rental per square foot at the Property for 1992,  1993,  1994,
1995 and 1996 was $6.56, $6.75, $7.17, $7.83, and $8.19, respectively.

     The buildings are wood-frame  construction on concrete slabs. Exteriors are
cedar siding. The buildings have pitched roofs covered with asphalt shingles.

     Each  apartment  unit has  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  individually  controlled  heating and  air-conditioning  unit. Each
apartment  unit  includes  full-sized  washer/dryer  connections,  a  pantry,  a
wood-burning   fireplace,   a  breakfast  bar,  overhead  directional  lighting,
mini-blinds   and   walk-in   closets.   Each   kitchen  is   equipped   with  a
refrigerator/freezer  with  icemaker,  electric  range and oven,  dishwasher and
garbage disposal.  The owner of the property supplies cold water,  sewer service
and trash removal. The tenants pay for their electricity service, which includes
heating, air-conditioning, cooking, hot water and lights.

     The Property has an outdoor  swimming  pool and jacuzzi,  a lighted  tennis
court,  a sand  volleyball  court,  a laundry  facility,  a fitness  center with
showers,  and a car wash area. The Property also has a clubhouse that includes a
fireplace, kitchen,  entertainment area and leasing office. There is ample paved
parking for tenants.

     There are at least seven apartment properties in the area that compete with
the  Property.  All offer similar  amenities  and have rents that  generally are
lower when  compared  with those of the  Property.  Based on a recent  telephone
survey, the Company estimates that occupancy in nearby competing  properties now
averages approximately 90 %.

     According to information provided by the Seller,  physical occupancy at the
Property  averaged  approximately  94% in 1992, 95% in 1993, 95% in 1994, 95% in
1995,  91% in 1996,  and 91% during the first six months of 1997. On October 14,
1997, the Property was 86% occupied.

     The tenants are a mix of white-collar and blue-collar workers, students and
retired persons.

     For 1996,  Gwinnett  County  specified  an assessed  value for the Property
equal to $6,800,000. The taxable value is equal to 40% of the assessed value, or
$2,720,000.  The tax rate was  $0.034450,  and the total real estate  taxes were
calculated as $93,704.

     The basis of the  depreciable  residential  real  property  portion  of the
Property (currently  estimated at about 5,440,000) will be depreciated over 27.5
years on a straight-line basis. The

                                        6

<PAGE>



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 Property 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 greater Atlanta, Georgia metropolitan area
will  continue  to  enjoy  steady   population   increase  and  steady  economic
development and that such increase and development will support stable occupancy
rates and  reasonable  increases in rents at the Property.  In  particular,  the
Company  believes that the Property is located in a particularly  desirable part
of the Atlanta metropolitan area.

     2. Based upon an engineering  report and its own  inspections,  the Company
believes that the Property is in very good condition.  The Company also believes
that the Property will benefit from  additional  renovations to be undertaken by
the Company.

     3. The Property has an advantageous location in Gwinnett County, one of the
nation's largest and fastest growing commercial areas.

     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 indicative of future operating results.


                                        7

<PAGE>



                 ST. REGIS (formerly Sterling Arbor) APARTMENTS
                             Raleigh, North Carolina


     On October 31, 1997, the Company purchased the Sterling Arbor Apartments, a
180- unit  apartment  complex  located at 6210 St. Regis  Circle,  Raleigh (Wake
County),  North Carolina (the  "Property").  The Company has changed the name of
the Property to the "St. Regis Apartments."

     The Company  purchased the Property from Mrs.  Robert L. Grubb,  who is not
affiliated  with the Company.  The  purchase  price was  $9,800,000.  The entire
purchase  price was borrowed  under the Company's  unsecured  line of credit and
title to the Property was conveyed to the Company by limited warranty deed.

     Location.  The  Property is located off of Western  Boulevard  and Farmgate
Road in Raleigh,  North Carolina.  The following information is based in part on
information provided by the Raleigh Chamber of Commerce.

     The  Raleigh/Durham  Metropolitan  Statistical  Area is also  known  as the
Research Triangle,  and contains the cities of Raleigh,  Durham and Chapel Hill.
It is the  second  largest  metropolitan  area  in  North  Carolina,  after  the
Charlotte metropolitan area.

     Raleigh is the capital of North  Carolina and is the fastest  growing major
city in North Carolina.  The population of the city was approximately 150,000 in
1980 and estimated to be approximately 208,000 in 1993.

     Research  Triangle Park, which is located an approximately  10-minute drive
from the Property,  is the largest planned  research and development  industrial
park in the United States. It was founded in 1958 as a cooperative  effort among
Duke  University,  the  University of North  Carolina and North  Carolina  State
University.  The Park comprises  approximately  6,800 acres and contains over 14
million  square feet of  industrial  space.  Among the Park's  approximately  60
research-oriented firms are IBM, Glaxo and Northern Telecom.

     Raleigh's  economy  generally  is  a  blend  of  industry,   education  and
government. The city's employment stability, strategic location, favorable labor
climate, pro-business attitude and pool of educated workers have helped the area
attract many major  businesses  and  industries.  Major  industries  in the area
include electronics,  electrical equipment and machinery, metal working and food
processing.

     The Research  Triangle is home to Duke University,  the University of North
Carolina at Chapel Hill and North Carolina State University.

     The immediate area surrounding the Property consists of other  multi-family
and single-family  housing, and commercial and retail development.  The Property
is located just off

                                        8

<PAGE>



Interstate 40 in the northeast portion of Cary, North Carolina.  The Property is
proximate to major employment areas of Raleigh, including the Research Triangle,
Cary Towne Center and the downtown  central business  district.  The Property is
also  close to  shopping,  dining,  entertainment,  schools  and  churches.  The
Property  is  an   approximately   15-minute   drive  from  the   Raleigh/Durham
International Airport.

     Description  of the  Property.  The Property  consists of 180  garden-style
apartment units in eight  three-story  buildings on approximately  10.4 acres of
land. The Property was built in 1986.

     The Company  believes  that the Property is in good  condition and has been
well  maintained.  The Company has budgeted  approximately  $135,000 for certain
renovations  to  the  Property,   including   redecoration   of  the  clubhouse,
replacement of wood siding and trim, and painting.

     The Property offers five unit types. The unit mix and rents currently being
charged new tenants are as follows.


<TABLE>
<CAPTION>
                                                            APPROXIMATE
                                                          INTERIOR SQUARE              MONTHLY
QUANTITY                             TYPE                     FOOTAGE                  RENTAL
--------                             ----                     -------                  ------
<S>           <C>                                               <C>                     <C> 
   28         One bedroom/one bathroom                          641                     $610
   32         One bedroom/one bathroom                          672                      620
   32         Two bedrooms/one bathroom                         864                      695
   28         Two bedrooms/one bathroom                         880                      705
   60         Two bedrooms/two bathrooms                        991                      785
</TABLE>

     The  apartments  provide a combined total of  approximately  151,000 square
feet of net rentable area.

     Leases at the Property are generally for terms of one year or less. Average
rental rates for the past five years have generally increased.  As an example, a
two-bedroom,  two-bath apartment unit (991 square feet) rented for $590 in 1992,
$620 in  1993,  $655 in  1994,  $685 in 1995,  and  $710 in  1996,  The  average
effective  annual rental per square foot at the Property for 1992,  1993,  1994,
1995, and 1996 was $7.51, $7.89, $8.34, $8.72, and $9.04, respectively.

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


                                        9

<PAGE>



     Each  apartment  unit has  wall-to-wall  carpeting  in the living areas and
vinyl floors in the kitchen and bath, as well as a cable television  hook-up and
individually  controlled heating and air-conditioning unit. Each unit includes a
wood-burning fireplace,  full-sized washer/dryer connections,  vaulted ceilings,
Palladian windows,  walk-in closets, a patio or balcony,  and an outside storage
closet.  Some  units  also have  skylights.  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  pay  for  their   electricity   service,   which   includes  heat,
air-conditioning, cooking, hot water and lights.

     The Property has an outdoor swimming pool with patio area, a lighted tennis
court,  a brick  barbecue  terrace,  a fitness  center and a laundry  room.  The
Property  also  includes a clubhouse  with a kitchen,  entertainment  area and a
leasing office. There is ample paved parking for tenants.

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

     According to information provided by the seller,  physical occupancy at the
Property  averaged  approximately  98% in 1992, 98% in 1993, 99% in 1994, 98% in
1995,  99% in 1996,  and 96% during the first six months of 1997. On October 23,
1997, the Property was 92% occupied.

     Most of the tenants at the Property currently are professionals. There also
are some blue-collar workers, students and retired persons.

     The following  table sets forth the 1996 real estate tax information on the
Property.


<TABLE>
<CAPTION>
                                         ASSESSED
             JURISDICTION                 VALUE                     TAX RATE               TAX
             ------------              -----------                  --------           ----------
<S>                                    <C>                          <C>                <C>       
Wake County                            $5,668,093                   0.6300             $35,708.99
City of Raleigh                         5,668,093                   0.5375              30,466.00
Plus residential waste
reduction fee of $16.50 per
unit:                                                                                    2,970.00
                                                                               TOTAL:  $69,144.99
</TABLE>



                                       10

<PAGE>



     The basis of the  depreciable  residential  real  property  portion  of the
Property (currently estimated at about $4,408,138) 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 Raleigh,  North  Carolina area will enjoy
continued  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. In particular, the Company believes that the
presence of Research Triangle Park and three major universities in the area, and
associated  businesses and  activities,  will have a positive impact on the area
for the indefinite future.

     2. The Company  already owns several other  apartment  complexes in Raleigh
and believes  that it is  knowledgeable  and  experienced  regarding the Raleigh
apartment rental market.

     3. Based upon an engineering  report and its own  inspections,  the Company
believes that the Property is in very good condition.

     4. The Property is conveniently proximate to major employers and shopping.

     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 indicative of future operating results.


                                       11

<PAGE>



              REMINGTON PLACE (formerly Sterling Place) APARTMENTS
                             Raleigh, North Carolina


     On October 31, 1997, the Company purchased the Sterling Place Apartments, a
136- unit  apartment  complex  located  at 1909  Eyrie  Court in  Raleigh  (Wake
County),  North Carolina (the  "Property").  The Company has changed the name of
the Property to the "Remington Place Apartments."

     The Company  purchased the Property from Sterling  Apartments LLC, which is
not  affiliated  with the  Company.  The  purchase  price for the  Property  was
$7,900,000.  The entire  purchase  price of the Property was borrowed  under the
Company's unsecured line of credit and title to the Property was conveyed to the
Company by a limited warranty deed.

     Location.  The  Property is located just off of  Interstate  40 on Lake Dam
Road in  southwest  Raleigh,  North  Carolina,  less  than a mile  from  Clarion
Crossing Apartments, a property purchased by the Company in September, 1997. For
information  on the Raleigh,  North  Carolina  metropolitan  area, see "Sterling
Arbor Apartments," above.

     The immediate area surrounding the Property consists of other  multi-family
and single-family  housing, and commercial and retail development.  The Property
is  adjacent  to Lake  Johnson  and the  city  park.  The  Property  is in close
proximity  to major  employment  centers  in the area,  including  the  Research
Triangle,  Cary Towne Center and the downtown  central  business  district.  The
Property is also close to North Carolina State  University.  There are shopping,
dining,  entertainment,  schools and  churches  located near the  Property.  The
Property  is  an   approximately   15-minute   drive  from  the   Raleigh/Durham
International Airport.

     Description  of the  Property.  The Property  consists of 136  garden-style
apartments in 12 two-and  three-story  buildings on approximately  13.7 acres of
land. The Property was built in 1985.

     The Company  believes the Property is in good  condition  and has been well
maintained.  The Company has budgeted  approximately $272,000 for renovations to
the Property,  including  redecoration  of the clubhouse,  wood  replacement and
repainting, and repair of asphalt parking areas.

     The Property offers four unit types. The unit mix and rents currently being
charged new tenants are as follows.


                                       12

<PAGE>



<TABLE>
<CAPTION>
                                                             APPROXIMATE
                                                           INTERIOR SQUARE              MONTHLY
QUANTITY                             TYPE                      FOOTAGE                   RENTAL
--------                             ----                      -------                  --------
<S>            <C>                                              <C>                     <C>
   42          One bedroom/one bathroom                           870                   $665-685
   30          One bedroom/one bathroom                         1,005                    700-720
   40          Two bedrooms/two bathrooms                       1,255                    820-840
   24          Two bedrooms/two bathrooms                       1,354                    890-900
</TABLE>

     The  apartments  provide a combined total of  approximately  149,000 square
feet of net rentable area.

     Leases at the Property are generally for terms of one year or less. Average
rental rates for the past five years have generally increased.  As an example, a
one-bedroom,  one-bath apartment unit (870 square feet) rented for $495 in 1992,
$495 in  1993,  $545 in  1994,  $565 in 1995,  and  $603 in  1996.  The  average
effective  annual rental per square foot at the Property for 1992,  1993,  1994,
1995, and 1996 was $6.18, $6.18, $6.81, $7.05, and $7.53, respectively.

     The buildings are wood-frame  construction on concrete slabs. The exteriors
have T- 111 siding and the roofs are pitched and covered with asphalt shingles.

     Each  apartment  unit has  wall-to-wall  carpeting  in the living areas and
vinyl floors in the kitchen and bath, as well as a cable television  hook-up and
an individually  controlled  heating and  air-conditioning  unit. Each apartment
unit  has  an  Italian  tile  fireplace,  full-sized  washer/dryer  connections,
built-in  bookcases,  oversized  closets,  a sun room,  track lighting,  beveled
mirrors, a patio or balcony,  and a parquet wood foyer. Each kitchen is equipped
with  a  refrigerator/freezer,  gas  range  and  oven,  dishwasher  and  garbage
disposal. The owner of the Property supplies cold water, sewer service and trash
removal.  The  tenants  pay  for  their  electricity  service,   which  includes
air-conditioning and lights, and for their gas services, which includes cooking,
heating and hot water.

     The  Property  has an outdoor  swimming  pool, a lighted  tennis  court,  a
fitness  center,  a business  center,  a  playground,  and barbecue  areas.  The
Property  has a clubhouse  with a kitchen,  entertainment  area and a management
office. There is ample paved parking for tenants.

     There are at least eight apartment properties in the area that compete with
the  Property.  All offer similar  amenities  and have rents that  generally are
comparable to those of the Property.  Based on a recent  telephone  survey,  the
Company  estimates  that occupancy in nearby  competing  properties now averages
approximately 96%.


                                       13

<PAGE>



     According to information provided by the seller,  physical occupancy at the
Property  averaged  approximately  91% in 1992, 91% in 1993, 91% in 1994, 91% in
1995,  91% in 1996,  and 93% during the first six months of 1997. On October 23,
1997, the Property was 97% occupied.

     Most of the current  tenants at the Property are  professionals.  There are
also some blue-collar workers and retired persons.

     The following  table sets forth the 1996 real estate tax information on the
Property.


<TABLE>
<CAPTION>
                                             ASSESSED
               JURISDICTION                    VALUE                 TAX RATE                  TAX
               ------------                 ----------               --------              ----------
<S>                                         <C>                       <C>                  <C>       
Wake County                                 $5,337,353                0.6300               $33,625.32
City of Raleigh                              5,337,353                0.5375                28,688.27
Plus residential waste reduction                                                   
fee of $16.50 per unit:                                                                      2,244.00
                                                                                    TOTAL: $64,557.59
</TABLE>


     The basis of the  depreciable  residential  real  property  portion  of the
Property (currently estimated at about $4,385,853) 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 Raleigh,  North  Carolina area will enjoy
continued  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. In particular, the Company believes that the
presence of Research Triangle Park and three major  universities in the area and
associated businesses and activities will have a positive impact on the area for
the indefinite future.


                                       14

<PAGE>



     2. The Company  already owns several other  apartment  complexes in Raleigh
and believes  that it is  knowledgeable  and  experienced  regarding the Raleigh
apartment rental market.

     3. Based upon an engineering  report and its own  inspections,  the Company
believes that the Property is in very good condition.

     4. The Property is conveniently proximate to major employers and shopping.

     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 indicative of future operating results.


                                       15

<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.



                                       16

<PAGE>



                                   ITEM 7.b.*


--------
* 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.


                                       17

<PAGE>



                                   ITEM 7.c.*


--------
* 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.


                                       18

<PAGE>



                                    ITEM 7.d.*


--------
* 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.



                                       19

<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: November 17, 1997                     By:/s/ Stanley J. Olander, Jr.
                                               ---------------------------
                                                Stanley J. Olander, Jr.,
                                                Chief Financial Officer
                                                of Cornerstone Realty
                                                Income Trust, Inc.


                                       20

<PAGE>



                                  EXHIBIT INDEX

                         Cornerstone Realty Income Trust
                         Form 8-K dated October 31, 1997


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

         10.1              Purchase Contract for Barrington Parc
                           Apartments

         10.2              Purchase   Contract   for  St.  Regis
                           (formerly Sterling Arbor) Apartments

         10.3              Purchase Contract for Remington Place
                           (formerly Sterling Place) Apartments

         23.1              Consent of Independent Auditors*

         23.2              Consent of Independent Auditors*

         23.3              Consent of Independent Auditors*



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



                               21
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 36894}]
{"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": "97722890"}, "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: October 31, 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 2.  Acquisition or Disposition of Assets

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

         a.       Independent Auditors' Report
                  (Barrington Parc Apartments)*

                  Historical Statement of Income and
                  Direct Operating Expenses
                  (Barrington Parc Apartments) *

                  Note to Historical Statement of
                  Income and Direct Operating
                  Expenses (Barrington Parc Apartments)*

         b.       Independent Auditors' Report
                  (St. Regis (formerly Sterling Arbor) Apartments)*

                  Historical Statement of Income and
                  Direct Operating Expenses
                  (St. Regis (formerly Sterling Arbor) Apartments)*

                  Note to Historical Statement of
                  Income and Direct Operating
                  Expenses (St. Regis (formerly Sterling Arbor) Apartments)*

         c.       Independent Auditors' Report
                  (Remington Place (formerly Sterling Place) Apartments)*

                  Historical Statement of Income and
                  Direct Operating Expenses
                  (Remington Place (formerly Sterling Place) Apartments)*

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

                                        2
Note to Historical Statement of Income and Direct Operating
                  Expenses    (Remington   Place   (formerly   Sterling   Place)
                  Apartments)*

         d.       Pro Forma  Statement of  Operations  for the Nine Months ended
                  September 30, 1997 (unaudited)*

                  Pro Forma Balance Sheet as of
                  September 30, 1997 (unaudited)*

                  Pro Forma Statement of Operations
                  for the Year ended December 31, 1996
                  (unaudited)*

         e.       Exhibits

                  10.1     Purchase Contract for Barrington Parc Apartments

                  10.2     Purchase  Contract for St. Regis  (formerly  Sterling
                            Arbor) Apartments

                  10.3     Purchase   Contract  for  Remington  Place  (formerly
                            Sterling Place) Apartments

                  23.1     Consent of Independent Auditors*

                  23.2     Consent of Independent Auditors*

                  23.3     Consent of Independent Auditors*

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

                                        3
Item 2.  Acquisition or Disposition of Assets

                           BARRINGTON PARC APARTMENTS
                                Norcross, Georgia

     On October 31, 1997,  Cornerstone Realty Income Trust, Inc. (the "Company")
purchased the Barrington Parc Apartments,  a 188-unit  apartment complex located
at 1405 Beaver Ruin Road, Norcross,  Georgia (the "Property").  Norcross is just
outside Atlanta.

     The Company purchased the Property from an affiliate of Winthrop  Financial
Associates,  which is  unaffiliated  with the Company.  The  purchase  price was
$7,850,000,  all of which  was  borrowed  by the  Company  under  the  Company's
unsecured  line of credit.  Title to the Property was conveyed to the Company by
limited warranty deed.

     Location.  The  Property  is located  off of Buford  Highway  in  Norcross,
Georgia,  within Gwinnett County, just outside Atlanta,  Georgia.  The following
information  concerning  the  metropolitan  Atlanta  area is based in part  upon
information provided by the greater Atlanta Chamber of Commerce.

     The  economy of the  greater  Atlanta  area is  diverse,  and  includes  as
significant  sectors  manufacturing,  transportation,  distribution,  retailing,
wholesaling,  finance,  government,  research, education and medicine. More than
80% of the Fortune 500 industrial  companies and over 1,800 local  manufacturing
firms have  operations  in the area.  Atlanta is the  national  headquarters  of
Coca-Cola,  Cable News Network,  Delta Air Lines,  United Parcel  Service,  Home
Depot and Holiday Inn  Worldwide.  The city is also  headquarters  for the Sixth
District Federal Reserve Bank.

     The  convention  and  visitor  trade  is  also  one  of  Atlanta's  primary
industries  and has an  important  impact on the  overall  economy  of the city.
Atlanta's hosting of the 1996 Centennial  Olympic Games furthered its visibility
as an important city internationally.

     Atlanta sits at the junction of three major Interstate Highways (I-20, I-75
and I-85), and I-285 (Perimeter  Highway)  encircles the city. There are several
airports  in  the  area,  but  the  principal   airport  is   Hartsfield-Atlanta
International  Airport,  which  had over  60,000  flights  and over 4.5  million
passengers in 1994.  Atlanta also has a rapid rail transit  system (known as the
Metropolitan Atlanta Rapid Transit Authority, or "MARTA").

     Gwinnett County had the highest  population growth rate of any large county
in the United States during the 1980's. From 1980 to 1990, Gwinnett County added
almost 190,000 new residents,  and the forecasted population growth for Gwinnett
County from 1990 to 2000 is 142,000.

                                        4
The immediate area surrounding the Property consists of other  multi-family
and single-family housing and commercial and retail development. The Property is
proximate to businesses,  major shopping,  entertainment,  schools and churches.
The Property is approximately  one mile east of Interstate 85 and six miles from
Interstate 285.

     Description  of the  Property.  The  Property  consists  of 188  garden and
townhouse  style  apartment  units  in 21  two-  and  three-story  buildings  on
approximately 18 acres of land. The Property was built in 1986.

     The Company  believes that the Property is generally in good  condition and
has been  well  maintained.  The  Company  has  budgeted  $131,000  for  certain
renovations  to the Property,  including  clubhouse  renovations,  wood and trim
replacement, exterior painting and resealing, and restriping of parking areas.

     The  Property  offers  several  types of  units.  The  unit  mix and  rents
currently being charged new tenants are as follows:
APPROXIMATE
                                                               INTERIOR SQUARE       MONTHLY
QUANTITY                              TYPE                         FOOTAGE           RENTAL
--------                              ----                         -------           ------
28          One bedroom/one bathroom                              700              $600
   6           One bedroom/one bathroom                              800               620
   28          One bedroom/one bathroom                              800               635
   12          One bedroom/one bathroom townhouse                    900               660
               (middle)
   12          One bedroom/one bathroom townhouse                    900               690
               (end)
   30          Two bedrooms/two bathrooms (split)                   1,000              710
   30          Two bedrooms/two bathrooms (split)                   1,100              760
   14          Two bedrooms/two bathrooms                           1,000              715
   14          Two bedrooms/two bathrooms                           1,100              735
   14          Two bedrooms/two bathrooms                           1,100              755
The  apartments  provide a combined total of  approximately  176,000 square
feet of net rentable area.

                                        5
Leases at the Property are generally for terms of one year or less. Average
rental rates for the past five years have generally increased.  As an example, a
two-bedroom,  two-bath  apartment  unit (1,100  square  feet) rented for $545 in
1992,  $560 in 1993,  $595 in 1994,  $650 in 1995, and $680 in 1996. The average
effective  annual rental per square foot at the Property for 1992,  1993,  1994,
1995 and 1996 was $6.56, $6.75, $7.17, $7.83, and $8.19, respectively.

     The buildings are wood-frame  construction on concrete slabs. Exteriors are
cedar siding. The buildings have pitched roofs covered with asphalt shingles.

     Each  apartment  unit has  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  individually  controlled  heating and  air-conditioning  unit. Each
apartment  unit  includes  full-sized  washer/dryer  connections,  a  pantry,  a
wood-burning   fireplace,   a  breakfast  bar,  overhead  directional  lighting,
mini-blinds   and   walk-in   closets.   Each   kitchen  is   equipped   with  a
refrigerator/freezer  with  icemaker,  electric  range and oven,  dishwasher and
garbage disposal.  The owner of the property supplies cold water,  sewer service
and trash removal. The tenants pay for their electricity service, which includes
heating, air-conditioning, cooking, hot water and lights.

     The Property has an outdoor  swimming  pool and jacuzzi,  a lighted  tennis
court,  a sand  volleyball  court,  a laundry  facility,  a fitness  center with
showers,  and a car wash area. The Property also has a clubhouse that includes a
fireplace, kitchen,  entertainment area and leasing office. There is ample paved
parking for tenants.

     There are at least seven apartment properties in the area that compete with
the  Property.  All offer similar  amenities  and have rents that  generally are
lower when  compared  with those of the  Property.  Based on a recent  telephone
survey, the Company estimates that occupancy in nearby competing  properties now
averages approximately 90 %.

     According to information provided by the Seller,  physical occupancy at the
Property  averaged  approximately  94% in 1992, 95% in 1993, 95% in 1994, 95% in
1995,  91% in 1996,  and 91% during the first six months of 1997. On October 14,
1997, the Property was 86% occupied.

     The tenants are a mix of white-collar and blue-collar workers, students and
retired persons.

     For 1996,  Gwinnett  County  specified  an assessed  value for the Property
equal to $6,800,000. The taxable value is equal to 40% of the assessed value, or
$2,720,000.  The tax rate was  $0.034450,  and the total real estate  taxes were
calculated as $93,704.

     The basis of the  depreciable  residential  real  property  portion  of the
Property (currently  estimated at about 5,440,000) will be depreciated over 27.5
years on a straight-line basis. The

                                        6
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 Property 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 greater Atlanta, Georgia metropolitan area
will  continue  to  enjoy  steady   population   increase  and  steady  economic
development and that such increase and development will support stable occupancy
rates and  reasonable  increases in rents at the Property.  In  particular,  the
Company  believes that the Property is located in a particularly  desirable part
of the Atlanta metropolitan area.

     2. Based upon an engineering  report and its own  inspections,  the Company
believes that the Property is in very good condition.  The Company also believes
that the Property will benefit from  additional  renovations to be undertaken by
the Company.

     3. The Property has an advantageous location in Gwinnett County, one of the
nation's largest and fastest growing commercial areas.

     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 indicative of future operating results.

                                        7
ST. REGIS (formerly Sterling Arbor) APARTMENTS
                             Raleigh, North Carolina

     On October 31, 1997, the Company purchased the Sterling Arbor Apartments, a
180- unit  apartment  complex  located at 6210 St. Regis  Circle,  Raleigh (Wake
County),  North Carolina (the  "Property").  The Company has changed the name of
the Property to the "St. Regis Apartments."

     The Company  purchased the Property from Mrs.  Robert L. Grubb,  who is not
affiliated  with the Company.  The  purchase  price was  $9,800,000.  The entire
purchase  price was borrowed  under the Company's  unsecured  line of credit and
title to the Property was conveyed to the Company by limited warranty deed.

     Location.  The  Property is located off of Western  Boulevard  and Farmgate
Road in Raleigh,  North Carolina.  The following information is based in part on
information provided by the Raleigh Chamber of Commerce.

     The  Raleigh/Durham  Metropolitan  Statistical  Area is also  known  as the
Research Triangle,  and contains the cities of Raleigh,  Durham and Chapel Hill.
It is the  second  largest  metropolitan  area  in  North  Carolina,  after  the
Charlotte metropolitan area.

     Raleigh is the capital of North  Carolina and is the fastest  growing major
city in North Carolina.  The population of the city was approximately 150,000 in
1980 and estimated to be approximately 208,000 in 1993.

     Research  Triangle Park, which is located an approximately  10-minute drive
from the Property,  is the largest planned  research and development  industrial
park in the United States. It was founded in 1958 as a cooperative  effort among
Duke  University,  the  University of North  Carolina and North  Carolina  State
University.  The Park comprises  approximately  6,800 acres and contains over 14
million  square feet of  industrial  space.  Among the Park's  approximately  60
research-oriented firms are IBM, Glaxo and Northern Telecom.

     Raleigh's  economy  generally  is  a  blend  of  industry,   education  and
government. The city's employment stability, strategic location, favorable labor
climate, pro-business attitude and pool of educated workers have helped the area
attract many major  businesses  and  industries.  Major  industries  in the area
include electronics,  electrical equipment and machinery, metal working and food
processing.

     The Research  Triangle is home to Duke University,  the University of North
Carolina at Chapel Hill and North Carolina State University.

     The immediate area surrounding the Property consists of other  multi-family
and single-family  housing, and commercial and retail development.  The Property
is located just off

                                        8
Interstate 40 in the northeast portion of Cary, North Carolina.  The Property is
proximate to major employment areas of Raleigh, including the Research Triangle,
Cary Towne Center and the downtown  central business  district.  The Property is
also  close to  shopping,  dining,  entertainment,  schools  and  churches.  The
Property  is  an   approximately   15-minute   drive  from  the   Raleigh/Durham
International Airport.

     Description  of the  Property.  The Property  consists of 180  garden-style
apartment units in eight  three-story  buildings on approximately  10.4 acres of
land. The Property was built in 1986.

     The Company  believes  that the Property is in good  condition and has been
well  maintained.  The Company has budgeted  approximately  $135,000 for certain
renovations  to  the  Property,   including   redecoration   of  the  clubhouse,
replacement of wood siding and trim, and painting.

     The Property offers five unit types. The unit mix and rents currently being
charged new tenants are as follows.
APPROXIMATE
                                                          INTERIOR SQUARE              MONTHLY
QUANTITY                             TYPE                     FOOTAGE                  RENTAL
--------                             ----                     -------                  ------
28         One bedroom/one bathroom                          641                     $610
   32         One bedroom/one bathroom                          672                      620
   32         Two bedrooms/one bathroom                         864                      695
   28         Two bedrooms/one bathroom                         880                      705
   60         Two bedrooms/two bathrooms                        991                      785
The  apartments  provide a combined total of  approximately  151,000 square
feet of net rentable area.

     Leases at the Property are generally for terms of one year or less. Average
rental rates for the past five years have generally increased.  As an example, a
two-bedroom,  two-bath apartment unit (991 square feet) rented for $590 in 1992,
$620 in  1993,  $655 in  1994,  $685 in 1995,  and  $710 in  1996,  The  average
effective  annual rental per square foot at the Property for 1992,  1993,  1994,
1995, and 1996 was $7.51, $7.89, $8.34, $8.72, and $9.04, respectively.

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

                                        9
Each  apartment  unit has  wall-to-wall  carpeting  in the living areas and
vinyl floors in the kitchen and bath, as well as a cable television  hook-up and
individually  controlled heating and air-conditioning unit. Each unit includes a
wood-burning fireplace,  full-sized washer/dryer connections,  vaulted ceilings,
Palladian windows,  walk-in closets, a patio or balcony,  and an outside storage
closet.  Some  units  also have  skylights.  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  pay  for  their   electricity   service,   which   includes  heat,
air-conditioning, cooking, hot water and lights.

     The Property has an outdoor swimming pool with patio area, a lighted tennis
court,  a brick  barbecue  terrace,  a fitness  center and a laundry  room.  The
Property  also  includes a clubhouse  with a kitchen,  entertainment  area and a
leasing office. There is ample paved parking for tenants.

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

     According to information provided by the seller,  physical occupancy at the
Property  averaged  approximately  98% in 1992, 98% in 1993, 99% in 1994, 98% in
1995,  99% in 1996,  and 96% during the first six months of 1997. On October 23,
1997, the Property was 92% occupied.

     Most of the tenants at the Property currently are professionals. There also
are some blue-collar workers, students and retired persons.

     The following  table sets forth the 1996 real estate tax information on the
Property.
ASSESSED
             JURISDICTION                 VALUE                     TAX RATE               TAX
             ------------              -----------                  --------           ----------
Wake County                            $5,668,093                   0.6300             $35,708.99
City of Raleigh                         5,668,093                   0.5375              30,466.00
Plus residential waste
reduction fee of $16.50 per
unit:                                                                                    2,970.00
                                                                               TOTAL:  $69,144.99
10
The basis of the  depreciable  residential  real  property  portion  of the
Property (currently estimated at about $4,408,138) 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 Raleigh,  North  Carolina area will enjoy
continued  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. In particular, the Company believes that the
presence of Research Triangle Park and three major universities in the area, and
associated  businesses and  activities,  will have a positive impact on the area
for the indefinite future.

     2. The Company  already owns several other  apartment  complexes in Raleigh
and believes  that it is  knowledgeable  and  experienced  regarding the Raleigh
apartment rental market.

     3. Based upon an engineering  report and its own  inspections,  the Company
believes that the Property is in very good condition.

     4. The Property is conveniently proximate to major employers and shopping.

     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 indicative of future operating results.

                                       11
REMINGTON PLACE (formerly Sterling Place) APARTMENTS
                             Raleigh, North Carolina

     On October 31, 1997, the Company purchased the Sterling Place Apartments, a
136- unit  apartment  complex  located  at 1909  Eyrie  Court in  Raleigh  (Wake
County),  North Carolina (the  "Property").  The Company has changed the name of
the Property to the "Remington Place Apartments."

     The Company  purchased the Property from Sterling  Apartments LLC, which is
not  affiliated  with the  Company.  The  purchase  price for the  Property  was
$7,900,000.  The entire  purchase  price of the Property was borrowed  under the
Company's unsecured line of credit and title to the Property was conveyed to the
Company by a limited warranty deed.

     Location.  The  Property is located just off of  Interstate  40 on Lake Dam
Road in  southwest  Raleigh,  North  Carolina,  less  than a mile  from  Clarion
Crossing Apartments, a property purchased by the Company in September, 1997. For
information  on the Raleigh,  North  Carolina  metropolitan  area, see "Sterling
Arbor Apartments," above.

     The immediate area surrounding the Property consists of other  multi-family
and single-family  housing, and commercial and retail development.  The Property
is  adjacent  to Lake  Johnson  and the  city  park.  The  Property  is in close
proximity  to major  employment  centers  in the area,  including  the  Research
Triangle,  Cary Towne Center and the downtown  central  business  district.  The
Property is also close to North Carolina State  University.  There are shopping,
dining,  entertainment,  schools and  churches  located near the  Property.  The
Property  is  an   approximately   15-minute   drive  from  the   Raleigh/Durham
International Airport.

     Description  of the  Property.  The Property  consists of 136  garden-style
apartments in 12 two-and  three-story  buildings on approximately  13.7 acres of
land. The Property was built in 1985.

     The Company  believes the Property is in good  condition  and has been well
maintained.  The Company has budgeted  approximately $272,000 for renovations to
the Property,  including  redecoration  of the clubhouse,  wood  replacement and
repainting, and repair of asphalt parking areas.

     The Property offers four unit types. The unit mix and rents currently being
charged new tenants are as follows.

                                       12
APPROXIMATE
                                                           INTERIOR SQUARE              MONTHLY
QUANTITY                             TYPE                      FOOTAGE                   RENTAL
--------                             ----                      -------                  --------
42          One bedroom/one bathroom                           870                   $665-685
   30          One bedroom/one bathroom                         1,005                    700-720
   40          Two bedrooms/two bathrooms                       1,255                    820-840
   24          Two bedrooms/two bathrooms                       1,354                    890-900
The  apartments  provide a combined total of  approximately  149,000 square
feet of net rentable area.

     Leases at the Property are generally for terms of one year or less. Average
rental rates for the past five years have generally increased.  As an example, a
one-bedroom,  one-bath apartment unit (870 square feet) rented for $495 in 1992,
$495 in  1993,  $545 in  1994,  $565 in 1995,  and  $603 in  1996.  The  average
effective  annual rental per square foot at the Property for 1992,  1993,  1994,
1995, and 1996 was $6.18, $6.18, $6.81, $7.05, and $7.53, respectively.

     The buildings are wood-frame  construction on concrete slabs. The exteriors
have T- 111 siding and the roofs are pitched and covered with asphalt shingles.

     Each  apartment  unit has  wall-to-wall  carpeting  in the living areas and
vinyl floors in the kitchen and bath, as well as a cable television  hook-up and
an individually  controlled  heating and  air-conditioning  unit. Each apartment
unit  has  an  Italian  tile  fireplace,  full-sized  washer/dryer  connections,
built-in  bookcases,  oversized  closets,  a sun room,  track lighting,  beveled
mirrors, a patio or balcony,  and a parquet wood foyer. Each kitchen is equipped
with  a  refrigerator/freezer,  gas  range  and  oven,  dishwasher  and  garbage
disposal. The owner of the Property supplies cold water, sewer service and trash
removal.  The  tenants  pay  for  their  electricity  service,   which  includes
air-conditioning and lights, and for their gas services, which includes cooking,
heating and hot water.

     The  Property  has an outdoor  swimming  pool, a lighted  tennis  court,  a
fitness  center,  a business  center,  a  playground,  and barbecue  areas.  The
Property  has a clubhouse  with a kitchen,  entertainment  area and a management
office. There is ample paved parking for tenants.

     There are at least eight apartment properties in the area that compete with
the  Property.  All offer similar  amenities  and have rents that  generally are
comparable to those of the Property.  Based on a recent  telephone  survey,  the
Company  estimates  that occupancy in nearby  competing  properties now averages
approximately 96%.

                                       13
According to information provided by the seller,  physical occupancy at the
Property  averaged  approximately  91% in 1992, 91% in 1993, 91% in 1994, 91% in
1995,  91% in 1996,  and 93% during the first six months of 1997. On October 23,
1997, the Property was 97% occupied.

     Most of the current  tenants at the Property are  professionals.  There are
also some blue-collar workers and retired persons.

     The following  table sets forth the 1996 real estate tax information on the
Property.
ASSESSED
               JURISDICTION                    VALUE                 TAX RATE                  TAX
               ------------                 ----------               --------              ----------
Wake County                                 $5,337,353                0.6300               $33,625.32
City of Raleigh                              5,337,353                0.5375                28,688.27
Plus residential waste reduction                                                   
fee of $16.50 per unit:                                                                      2,244.00
                                                                                    TOTAL: $64,557.59
The basis of the  depreciable  residential  real  property  portion  of the
Property (currently estimated at about $4,385,853) 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 Raleigh,  North  Carolina area will enjoy
continued  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. In particular, the Company believes that the
presence of Research Triangle Park and three major  universities in the area and
associated businesses and activities will have a positive impact on the area for
the indefinite future.

                                       14
2. The Company  already owns several other  apartment  complexes in Raleigh
and believes  that it is  knowledgeable  and  experienced  regarding the Raleigh
apartment rental market.

     3. Based upon an engineering  report and its own  inspections,  the Company
believes that the Property is in very good condition.

     4. The Property is conveniently proximate to major employers and shopping.

     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 indicative of future operating results.

                                       15
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.

                                       16
ITEM 7.b.*

--------
* 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.

                                       17
ITEM 7.c.*

--------
* 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.

                                       18
ITEM 7.d.*

--------
* 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.

                                       19
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: November 17, 1997                     By:/s/ Stanley J. Olander, Jr.
                                               ---------------------------
                                                Stanley J. Olander, Jr.,
                                                Chief Financial Officer
                                                of Cornerstone Realty
                                                Income Trust, Inc.

                                       20
EXHIBIT INDEX

                         Cornerstone Realty Income Trust
                         Form 8-K dated October 31, 1997

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

         10.1              Purchase Contract for Barrington Parc
                           Apartments

         10.2              Purchase   Contract   for  St.  Regis
                           (formerly Sterling Arbor) Apartments

         10.3              Purchase Contract for Remington Place
                           (formerly Sterling Place) Apartments

         23.1              Consent of Independent Auditors*

         23.2              Consent of Independent Auditors*

         23.3              Consent of Independent Auditors*

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

                               21