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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: June 11, 1999



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


       VIRGINIA                    0-23983                    54-1816010
       --------                    -------                    ----------
      (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





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<PAGE>



                      APPLE RESIDENTIAL INCOME TRUST, INC.

                                    FORM 8-K

                                      Index

                                                                        Page No.
                                                                        --------

Item 2.     Acquisition or Disposition of Assets                            3

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

            a. Independent  Auditors' Report                                7

               Historical  Statement  of Income  and Direct  Operating      8
               Expenses

               Notes to  Historical  Statement  of Income and Direct        9
               Operating Expenses

            b. Pro  Forma  Consolidated Balance  Sheet  as  of  March       10
               31, 1999 (unaudited)

               Pro Forma  Consolidated Statement of Operations for the      11
               Year ended December 31, 1998 (unaudited)

               Pro  Forma  Consolidated Statement  of  Operations  for      13
               the Three Months ended March 31, 1999 (unaudited)

            c. Exhibits

                     10.1     Purchase Contract for Canyon Hills
                              Apartments

                     10.2     Property Management Agreement for
                              Canyon Hills Apartments

                     23.1     Consent of Independent Auditors


                                       2
<PAGE>
Item 2.  Acquisition or Disposition of Assets


                             CANYON HILLS APARTMENTS
                                  Austin, Texas


      On June 11, 1999, Apple REIT Limited Partnership (together with its parent
companies,  the  "Company")  purchased the Canyon Hills  Apartments,  a 229-unit
apartment  complex having an address of 6307 Bluff Springs Road,  Austin,  Texas
(the "Property").

      The  purchase  price for the  property was  $12,150,000.  At closing,  the
Company paid the entire  purchase  price in cash using proceeds from the sale of
its Common Shares.  Title to the Property was conveyed to the Company by limited
warranty  deed.  The  Seller  was  Austin/Canyon  Hill,  Ltd.,  a Texas  limited
partnership which is not affiliated with the Company.

      Location.  The  Property  is  located on Bluff  Springs  Road just east of
Highway 35 in  Austin,  Texas,  which is the  capital  of Texas.  The  following
information  on Austin is based in part on  information  provided by the greater
Austin Chamber of Commerce.

      The economy of the greater Austin  metropolitan area is diversified,  with
key  economic  factors  being  the   semiconductor   and  computer   industries,
manufacturing,  real estate and higher  education.  The rapid development of the
semiconductor and computer industries has been accompanied by rapid developments
in  the  transportation,   finance,  insurance,   communications  and  utilities
capabilities of the area.

      Major employers in the Austin area include Dell Computer,  Motorola,  IBM,
Advanced Micro Devices,  and  Solectron.  The Austin area employs  approximately
135,000  government  workers.  The city's largest  employer is the University of
Texas, with over 19,000  employees.  Additionally,  the Bergstrom  International
Airport employs approximately 11,000 people.

      The  Metropolitan  Statistical  Area  that  includes  Austin  had  a  1998
population of nearly 1.1 million.  Much of the recent  population  growth in the
area is due to  relocations  from  other  parts  of the  country,  although  the
percentage  of total  population  growth  represented  by  relocated  persons is
expected to decrease over the coming years.  Currently,  job gains in the Austin
metropolitan area are at approximately four percent per year.

      The immediate area surrounding the Property consists of other multi-family
and single-family  housing, and commercial and retail development.  The Property
is located near restaurants,  shopping,  businesses,  schools and churches.  The
Property is an  approximately  10-minute  drive from the University of Texas and
the Texas State Capitol,  is an approximately  15-minute drive from Austin's new
Bergstrom International Airport and is an approximately 10-minute drive from the
Austin central business district.


                                       3
<PAGE>

      Description  of the Property.  The Property  consists of 229  garden-style
apartments in 10 two-and  three-story  buildings on  approximately  8.7 acres of
land. The Property was constructed in 1996.

      The Property is relatively new, and Cornerstone  Realty Income Trust, Inc.
(the  "Advisor")  believes that the Property has been well  maintained and is in
excellent condition.  The Company has budgeted approximately $57,250 for certain
minor  capital   improvements,   including   minor   decorating  and  additional
landscaping.

      The  Property  offers five  different  unit types.  The unit mix and rents
currently being charged new tenants as of June 1999 are as follows:

<TABLE>
<CAPTION>
                                               Approximate Interior
     Quantity              Type                  Square Footage             Monthly Rental
     --------              ----                  --------------             --------------

<S>                                                  <C>                  <C>
        78       One bedroom, one bathroom              650                $   625 - 650
        62       One bedroom, one bathroom              716                    655 - 680
        20       One bedroom, one bathroom              755                    695 - 715
        30       Two bedrooms, one bathroom             978                    825 - 860
        39       Two bedrooms, two bathrooms          1,116                    905 - 940
</TABLE>


      The apartments  provide a combined total of  approximately  183,000 square
feet of net rentable area.

      Leases at the Property are for terms of one year or less.  Average  rental
rates for the last  five  years  have  generally  increased.  As an  example,  a
two-bedroom,  two-bathroom apartment unit (1,116 square feet) rented for $910 in
1996,  $930 in 1997, and $930 in 1998. The average  effective  annual rental per
square  foot at the  Property  for 1996,  1997 and 1998 was  $10.80,  $11.03 and
$11.03, respectively.

      The buildings  are wood frame  construction  with a combination  of Austin
Cream   Limestone   and   cementitous   siding   over   gypsum   sheeting   with
fiberglass-asphalt composition shingles.

      The amenities at the Property consist of an outdoor  split-level  swimming
pool with a waterfall  and Jacuzzi,  a children's  pool,  a business  center,  a
fitness center,  a laundry facility and a  controlled-access  gate. The Property
also has a  clubhouse  that  includes a kitchen,  conference  room and a leasing
office. There is ample paved parking for residents and there are 100 covered car
ports.

      All units have  wall-to-wall  carpeting in the living areas,  ceramic tile
entry ways and vinyl floors in the kitchens and baths. Each apartment unit has a
cable  television  hook-up  and  an  individually  controlled  heating  and  air
conditioning  unit.  Each  kitchen has a  refrigerator/  freezer with ice maker,
electric range and oven, microwave, dishwasher and garbage disposal.


                                       4
<PAGE>
All apartment units have nine-foot  crown-molded  ceilings, a ceiling fan in the
master bedroom,  French doors,  mini-blinds and outside storage.  Also,  certain
select units have full-sized  washer/dryer  connections,  built-in entertainment
centers,  garden  tubs,  his and  her  sinks,  linen  closets  and  wood-burning
fireplaces  with mantles and tile  hearths.  The owner of the property  pays for
cold water,  sewer service and trash removal.  The tenants are  responsible  for
their electricity usage, which includes hot water,  cooking,  lighting,  heating
and air conditioning.

      There  are at  least  six  apartment  properties  that  compete  with  the
Property.  All  offer  similar  amenities  and have  rents  that  are  generally
comparable to those of the Property.  Based on a recent  telephone  survey,  the
Advisor  estimates  that  occupancy  at nearby  competing  projects now averages
approximately 95%.

      According to information provided by the Seller, physical occupancy at the
Property averaged 56% in 1996 (the year of completion of  construction),  89% in
1997 and 93% in 1998. On May 27, 1999,  the Property was 97%  occupied.  Tenants
are principally a mix of professionals and students.

      The following table sets forth the 1998 real estate tax information on the
Property:

<TABLE>
<CAPTION>
        Jurisdiction                   Assessed Value        Tax Rate            Tax
        ------------                   --------------        --------            ---
<S>                                      <C>                 <C>             <C>
Austin City and Travis County            $11,908,000         $2.51040        $298,938.43

</TABLE>

      The basis of the  depreciable  residential  real  property  portion of the
Property  (currently  estimated at about  $10,847,657)  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  Internal  Revenue  Code.  Amounts  to be spent by the  Company on
repairs and  improvements  will be treated for tax  purposes as permitted by the
Internal Revenue 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 Advisor and the  Company to be  relevant  in  evaluating  the
Property for acquisition by the Company included the following:

            1. The Austin  area  generally  and the  specific  area in which the
      Property is located are perceived as being  characterized by a diverse and
      rapidly developing economy.  Accordingly,  it is believed such economy and
      its anticipated growth and development will support stable occupancy rates
      and reasonable increases in rents at the Property.

            2. The Property was constructed in 1996 and is therefore  relatively
      new and in excellent condition.

            3.  The  Property  is   conveniently   located  near  several  major
      employers.

                                       5
<PAGE>
      The Company is not aware of any material  adverse factors  relating to the
Property not set forth in this report that would cause the financial information
contained in this report not to be  necessarily  indicative of future  operating
results.

      Acquisition and Management Services and Fees. In consideration of services
rendered to the Company in connection  with the selection and acquisition of the
Property,  the Company paid  Cornerstone  Realty Income  Trust,  Inc. a property
acquisition fee of $243,000. Cornerstone Realty Income Trust, Inc. will serve as
property  manager  for the  Property  and for its  services  will be paid by the
Company  a monthly  management  fee  equal to 5% of the  gross  revenues  of the
Property.













                                       6





<PAGE>

                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
Apple Residential Income Trust, Inc.
Richmond, Virginia


         We have  audited  the  accompanying  statement  of  income  and  direct
operating  expenses  exclusive of items not  comparable  to the proposed  future
operations of the property Canyon Hills Apartments located in Austin,  Texas for
the twelve month period ended May 31, 1999. This statement is the responsibility
of the management of Canyon Hills Apartments.  Our  responsibility is to express
an opinion on this statement based on our audit.

         We conducted our audit in accordance with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable   assurance   about   whether  the  statement  is  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the statement.  An audit also includes  assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall  presentation  of the statement.  We believe that
our audit provides a reasonable basis for our opinion.

         The  accompanying  statement  was prepared for the purpose of complying
with the rules and  regulations of the Securities and Exchange  Commission  (for
inclusion  in a filing by Apple  Residential  Income  Trust,  Inc.) and excludes
material  expenses,  described  in Note 2 to the  statement,  that  would not be
comparable  to  those  resulting  from the  proposed  future  operations  of the
property.

         In our opinion, the statement referred to above presents fairly, in all
material  respects,  the income and direct  operating  expenses of Canyon  Hills
Apartments (as defined above) for the twelve month period ended May 31, 1999, in
conformity with generally accepted accounting principles.

                                        /s/ L.P. Martin & Co., P.C.




Richmond, Virginia
June 18, 1999

                                       7
<PAGE>


                             CANYON HILLS APARTMENTS

         STATEMENT OF INCOME AND DIRECT OPERATING EXPENSES EXCLUSIVE OF
                   ITEMS NOT COMPARABLE TO THE PROPOSED FUTURE
                           OPERATIONS OF THE PROPERTY

                     TWELVE MONTH PERIOD ENDED MAY 31, 1999


INCOME
   Rental and Other Income                                      $   1,800,833
                                                                -------------

DIRECT OPERATING EXPENSES
   Administrative and Other                                           248,191
   Insurance                                                           28,342
   Repairs and Maintenance                                            184,855
   Taxes, Property                                                    298,938
   Utilities                                                           49,823
                                                                -------------

           TOTAL DIRECT OPERATING EXPENSES                            810,149
                                                                -------------

           Operating income exclusive of items not
           comparable to the proposed future operations
           of the property                                      $     990,684
                                                                =============








See accompanying notes to the financial statements.


                                        8
<PAGE>

                             CANYON HILLS APARTMENTS

         NOTES TO THE STATEMENT OF INCOME AND DIRECT OPERATING EXPENSES
            EXCLUSIVE OF ITEMS NOT COMPARABLE TO THE PROPOSED FUTURE
                           OPERATIONS OF THE PROPERTY

                     TWELVE MONTH PERIOD ENDED MAY 31, 1999


NOTE 1 - ORGANIZATION

Canyon Hills Apartments is a 229 unit garden style apartment  complex located on
8.73 acres in Austin,  Texas.  The assets  comprising the property were owned by
Austin/Canyon  Hills, Ltd., an entity unaffiliated with Apple Residential Income
Trust,  Inc., during the financial  statement period.  Apple Residential  Income
Trust, Inc. purchased the property June 11, 1999.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue  and  Expense  Recognition  -  The  accompanying   statement  of  rental
operations  has been  prepared  using  the  accrual  method  of  accounting.  In
accordance  with Rule 3-14 of  Regulation  S-X of the  Securities  and  Exchange
Commission,  the  statement  of income and direct  operating  expenses  excludes
interest and non rent related income and expenses not  considered  comparable to
those  resulting from the proposed future  operations of the property.  Excluded
expenses are property depreciation, amortization and management fees.

Estimates - The preparation of financial statements in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions that affect the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Repairs  and  Maintenance  -  Repairs  and  maintenance  costs are  expensed  as
incurred,  while  significant  improvements,  renovations and  replacements  are
capitalized.

Advertising - Advertising costs are expensed in the period incurred.





                                        9

<PAGE>
PRO FORMA CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1999 (UNAUDITED)


The accompanying  Unaudited Pro Forma Consolidated Balance Sheet as of March 31,
1999,  is presented as if the Company had owned the  properties  included in the
table below as of March 31, 1999.

In the opinion of management all adjustments necessary to reflect the effects of
the Offering have been made.

The Unaudited Pro Forma Consolidated  Balance Sheet is presented for comparative
purposes only and is not  necessarily  indicative  of what the actual  financial
position of the Company  would have been at March 31, 1999,  nor does it purport
to represent the future  financial  position of the Company.  This Unaudited Pro
Forma  Consolidated  Balance Sheet should be read in  conjunction  with,  and is
qualified in its  entirety by, the  Company's  respective  historical  financial
statements and notes thereto.



<TABLE>
<CAPTION>

                                                                   Canyon
                                                Historical          Hills
                                                  Balance          Pro Forma           Total
                                                   Sheet         Adjustments         Pro Forma
                                                ----------       -----------         ----------
<S>                                          <C>               <C>               <C>
Assets                                                               6/11/99
Investment in rental property:
Land                                          $  42,150,935     $  1,239,300      $ 43,390,235
Buildings and property improvements             217,067,397       11,153,700       228,221,097
Furniture and fixtures                            3,781,247                -         3,781,247
                                             --------------     ------------      -------------

                                                262,999,579       12,393,000       275,392,579
Less accumulated depreciation                   (9,999,170)                -       (9,999,170)
                                             --------------     ------------      -------------
                                                253,000,409       12,393,000       265,393,409

Cash and cash equivalents                        45,705,746     (12,393,000)        33,312,746
Prepaid expenses                                    198,152               -            198,152
Other assets                                      5,264,649               -          5,264,649
                                             --------------     ------------      -------------
     Total Assets                             $ 304,168,956        $      -      $ 304,168,956
                                             ==============     ============      =============

Liabilities and Shareholders' Equity

Mortgage notes payable                        $  32,038,329               -       $ 32,038,329
Accounts payable                                  2,445,788               -          2,445,788
Accrued expenses                                  1,956,577               -          1,956,577
Rents received in advance                            50,922               -             50,922
Tenant security deposits                            877,096               -            877,096
                                             --------------     ------------      -------------
     Total Liabilities                           37,368,712               -         37,368,712

Shareholders' Equity

Common stock                                    271,283,376               -        271,283,376
Class B convertible stock                            20,000               -             20,000
Net income less than distributions               (4,503,132)              -         (4,503,132)
                                             --------------     ------------      -------------
Total Shareholders' Equity                    $ 266,800,244         $     -      $ 266,800,244
                                             --------------     ------------      -------------
Total Liabilities and Shareholders' Equity    $ 304,168,956         $     -      $ 304,168,956
                                             ==============     ============      =============
</TABLE>

Notes to Pro Forma Balance Sheet

Pro Forma  adjustments  represent  the purchase  price of the related  property,
including the 2%  acquisition  fee to Cornerstone  Realty Income Trust,  Inc. or
affiliate allocated between land and building.

Adjustments to cash reflect the use of cash on hand to purchase properties.


                                       10


<PAGE>

PRO FORMA  CONSOLIDATED  STATEMENT OF OPERATIONS FOR THE YEAR ENDED
DECEMBER 31, 1998 (UNAUDITED)


The Unaudited Pro Forma Consolidated  Statement of Operations for the year ended
December 31, 1998, is presented as if the 16 property  acquisitions  during 1998
and 3 property  acquisitions  in 1999 had  occurred  on  January  1,  1998.  The
Unaudited Pro Forma  Consolidated  Statement of  Operations  assumes the Company
qualifying  as a REIT,  distributing  at least 95% of its taxable  income,  and,
therefore,  incurring no federal income tax liability for the period  presented.
In the opinion of management,  all adjustments  necessary to reflect the effects
of these transactions have been made.

The  Unaudited Pro Forma  Consolidated  Statement of Operations is presented for
comparative  purposes only and is not necessarily  indicative of what the actual
results of the Company would have been for the year ended  December 31, 1998, if
the acquisitions had occurred at the beginning of the period presented, nor does
it purport to be indicative of the results of operations in future periods.  The
Unaudited  Pro Forma  Consolidated  Statement  of  Operations  should be read in
conjunction with, and is qualified in its entirety by, the Company's  respective
historical financial statements and notes thereto.

<TABLE>
<CAPTION>
                                                         Historical             1998                               Pro Forma
                                                        Statement of        Acquisitions       Pro Forma          Before 1999
                                                         Operations       Adjustments (G)     Adjustments         Acquisitions
                                                        ------------      ---------------     -----------         ------------
<S>                                                      <C>                <C>                                   <C>
Revenue:
   Rental income                                         $30,764,904        $  12,107,074               -         $ 42,871,978

Expenses:
   Property and maintenance                                8,819,809            4,101,546               -           12,921,355
   Taxes and insurance                                     4,453,177            1,586,415               -            6,039,592
   Property management                                     1,685,713                    -      $  662,496  (A)       2,348,209
   General and administrative                                799,732                    -         138,849  (B)         938,581
   Amortization expense                                       38,758                    -               -               38,758
   Depreciation of rental property                         5,788,476                    -       2,074,177  (C)       7,862,653

Total expenses                                            21,585,665            5,687,960       2,875,522           30,149,148

Income before interest income (expense)                    9,179,239            6,419,114     (2,875,522)           12,722,830

Interest income                                            1,638,544                    -       (602,009)   (F)      1,036,535
Interest expense                                           (737,875)                    -       (847,327)   (D)    (1,585,202)

Net income                                               $10,079,908            6,419,114     (4,324,858)         $ 12,174,163

Earnings per common share:
   Basic and Diluted                                       $    0.51

Basic and diluted weighted average common
 shares outstanding                                       19,910,408                            4,887,573  (E)      24,797,981
                                                                                                                   ===========


<PAGE>
<CAPTION>
                                            Sierra            Grayson              Canyon
                                              Ridge             Square               Hills
                                            Pro Forma          Pro Forma           Pro Forma         Pro Forma          Total
                                           Adjustments        Adjustments         Adjustments       Adjustments       Pro Forma
                                           -----------        -----------         -----------       -----------       ---------
<S>                                       <C>                <C>                 <C>                                 <C>
                                              1/5/99             2/1/99             6/11/99
Revenue:
   Rental income                          $1,192,111         $1,514,932          $1,800,833                -         $47,379,854

Expenses:
   Property and maintenance                  534,083            519,501             482,869                -          14,457,808
   Taxes and insurance                       148,050            192,683             327,280                -           6,707,605
   Property management                             -                  -                   -       $  245,164 (A)       2,593,373
   General and administrative                      -                  -                   -           51,827 (B)         990,408
   Amortization expense                            -                  -                   -                -              38,758
   Depreciation of rental property                 -                  -                   -          918,827 (C)       8,781,480
                                             -------            -------             -------       ----------          ----------
Total expenses                               682,133            712,184             810,149        1,215,818          33,569,431
                                             -------            -------             -------       ----------          ----------

Income before interest income (expense)      509,978            802,748             990,684       (1,215,818)         13,810,423

Interest income                                    -                  -                   -       (1,036,535)(F)               -
Interest expense                                   -                  -                   -         (454,881)(D)      (2,040,083)
                                             -------            -------             -------       ----------          ----------

Net income                                   509,978            802,748             990,684       (2,707,234)       $ 11,770,340
                                                                                                                    ============
Earnings per common share:
   Basic and Diluted                                                                                                $       0.47
                                                                                                                    ============

Basic and diluted weighted average
common shares outstanding                                                                                             24,797,981
                                                                                                                    ============
</TABLE>


(A)  Represents  the  property  management  fees  of 5%  of  rental  income  and
     processing  costs  equal to $2.50 per  apartment  per month  charged by the
     external management company for the period not owned by the Company.

(B)  Represents  the advisory fee of .25% of accumulated  capital  contributions
     under the "best  efforts"  offering for the period of time not owned by the
     Company.

(C)  Represents the depreciation expense of the properties acquired based on the
     purchase price, excluding amounts allocated to land, for the period of time
     not  owned  by the  Company.  The  weighted  average  life of the  property
     depreciated was 27.5 years.

(D)  Represents the interest expense for 5 of the 1998 property acquisitions and
     1 of the 1999 property  acquisitions for the period in which the properties
     were not owned,  interest was computed  based on market  interest  rates of
     6.5% on mortgage debt of $31.2 million that was assumed at acquisition.

(E)  Represents  additional  common shares assuming the properties were acquired
     on January 1, 1998 with the net proceeds from the "best  efforts"  offering
     of $10 per share (net $8.90 per share).

(F)  Represents  reduction of interest  income  associated with $35.2 million of
     cash used to purchase properties at an interest rate of 5%.

(G)  See following table for details.

                                       11
<PAGE>
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED
DECEMBER 31, 1998 (UNAUDITED)

The following schedule provides detail of 1998 acquisitions by property included
in the Pro  Forma  Consolidated  Statement  of  Operations  for the  year  ended
December 31, 1998.


<TABLE>
<CAPTION>
                                                                      Copper                     Summer        Park      Cottonwood
                                          Main Park    Timberglen    Crossing   Silverbrook I     Tree       Village      Crossing
                                          Pro Forma    Pro Forma    Pro Forma     Pro Forma    Pro Forma    Pro Forma    Pro Forma
                                         Adjustments  Adjustments  Adjustments   Adjustments  Adjustments  Adjustments  Adjustments
                                         -----------  -----------  -----------  ------------- -----------  -----------  -----------
<S>                                      <C>          <C>          <C>          <C>           <C>          <C>          <C>
Date of Acquisition                         2/4/98      2/13/98      3/31/98       5/8/98        6/1/98       7/1/98       7/9/98

Revenue
     Rental income                       $ 122,458    $ 162,912    $ 228,612    $ 876,661     $ 505,033    $ 641,049    $ 565,147

Expenses:
     Property and maintenance               44,674       39,814      147,405      308,738       202,428      224,466      216,861
     Taxes and insurance                    18,797       21,513       29,927       98,600        63,114       79,850       74,067
     Property management                         -            -            -            -             -            -            -
     Property management fee                     -            -            -            -             -            -            -
     General and administrative                  -            -            -            -             -            -            -
     Amortization expense                        -            -            -            -             -            -            -
     Depreciation of rental property             -            -            -            -             -            -            -
                                          --------    ---------     --------    ---------     ---------    ---------    ---------
Total expenses                              63,471       61,327      177,332      407,338       265,542      304,316      290,928

Income before interest income (expense)     58,987      101,585       51,280      469,323       239,491      336,733      274,219
Interest income                                  -            -            -            -             -            -            -
Interest expense                                 -            -            -            -             -            -            -
                                          --------    ---------     --------    ---------     ---------    ---------    ---------
Net income                                $ 58,987    $ 101,585     $ 51,280    $ 469,323     $ 239,491    $ 336,733    $ 274,219

</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                              Pace's                                Grayson
                                          Silverbrook II      Point      Devonshire    Newport     Square II
                                             Pro Forma      Pro Forma    Pro Forma    Pro Forma    Pro Forma
                                            Adjustments    Adjustments  Adjustments  Adjustments  Adjustments
                                          --------------   -----------  -----------  -----------  -----------
<S>                                          <C>          <C>           <C>          <C>          <C>
Date of Acquisition                            7/24/98       7/17/98      7/17/98      7/24/98       7/24/98

Revenue
     Rental income                           $ 536,970    $1,167,372    $ 534,027    $ 686,911    $1,046,462

Expenses:
     Property and maintenance                  188,406       349,407      156,111      235,111       284,868
     Taxes and insurance                        61,559       143,119       75,941      109,875       133,916
     Property management                             -             -            -            -             -
     Property management fee                         -             -            -            -             -
     General and administrative                      -             -            -            -             -
     Amortization expense                            -             -            -            -             -
     Depreciation of rental property                 -             -            -            -             -
                                             ---------     ---------    ---------    ---------    ----------
Total expenses                                 249,965       492,526      232,052      344,986       418,784

Income before interest income (expense)        287,005       674,846      301,975      341,925       627,678
Interest income                                      -             -            -            -             -
Interest expense                                     -             -            -            -             -
                                             ---------     ---------    ---------    ---------    ----------
Net income                                   $ 287,005     $ 674,846    $ 301,975    $ 341,925    $  627,678



<PAGE>
<CAPTION>
                                            Estrada       Cutter's       Burney     Courts on
                                              Oaks         Point          Oaks     Pear Ridge
                                           Pro Forma      Pro Forma     Pro Forma    Pro Forma        Total
                                           Adjustment    Adjustments   Adjustments  Adjustments     Pro Forma
                                           ----------   -----------   -----------  -----------    ------------
<S>                                       <C>          <C>           <C>          <C>             <C>
Date of Acquisition                         7/27/98       10/29/98      10/28/98     11/17/98                -

Revenue
     Rental income                        $ 962,727     $1,217,238    $1,309,756   $1,543,739      $12,107,074

Expenses:
     Property and maintenance                281,613       430,131       472,141      519,372        4,101,546
     Taxes and insurance                     124,830       146,572       180,438      224,297        1,586,415
     Property management                           -             -             -            -                -
     Property management fee                       -             -             -            -                -
     General and administrative                    -             -             -            -                -
     Amortization expense                          -             -             -            -                -
     Depreciation of rental property               -             -             -            -                -
                                            --------     ---------     ---------    ---------      -----------
Total expenses                               406,443       576,703       652,579      743,669        5,687,960

Income before interest income (expense)      556,284       640,536       657,177      800,070        6,419,114
Interest income                                    -             -             -            -                -
Interest expense                                   -             -             -            -                -
                                            --------     ---------     ---------    ---------      -----------
Net income                                  $556,284     $ 640,536     $ 657,177    $ 800,070      $ 6,419,114
</TABLE>

                                       12
<PAGE>

PRO FORMA CONSOLIDATED  STATEMENT OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED
MARCH 31, 1999  (UNAUDITED)


The Unaudited Pro Forma Consolidated Statement of Operations for the three month
period ended March 31, 1999, is presented as if 2 of the 4 property acquisitions
during 1999 had occurred on January 1, 1999. The Company  acquired  Sierra Ridge
on January 5, 1999. The  property's  operations for the period not owned are not
included in the pro forma adjustments since the impact to these pro-formas would
be immaterial. In addition,  audited financial statements were not available for
Hunters Creek purchased in April 1999.

The Unaudited Pro Forma Consolidated Statement of Operations assumes the Company
qualifying  as a REIT,  distributing  at least 95% of its taxable  income,  and,
therefore,  incurring no federal income tax liability for the period  presented.
In the opinion of management,  all adjustments  necessary to reflect the effects
of these transactions have been made.

The  Unaudited Pro Forma  Consolidated  Statement of Operations is presented for
comparative  purposes only and is not necessarily  indicative of what the actual
results of the Company  would have been for the three month  period  ended March
31,  1999,  if the  acquisitions  had  occurred at the  beginning  of the period
presented,  nor does it purport to be indicative of the results of operations in
future  periods.  The Unaudited Pro Forma  Consolidated  Statement of Operations
should be read in  conjunction  with,  and is  qualified in its entirety by, the
Company's respective historical financial statements and notes thereto.

<TABLE>
<CAPTION>
                                                                      Grayson        Canyon
                                                    Historical         Square         Hills
                                                   Statement of      Pro Forma      Pro Forma        Pro Forma            Total
                                                    Operations      Adjustments    Adjustments      Adjustments         Pro Forma
                                                   ------------     -----------    -----------      -----------        -----------
<S>                                                 <C>                  <C>           <C>            <C>              <C>
                                                                         2/1/99        6/11/99
Revenue:
   Rental income                                    $11,416,283      $  126,244     $  450,208               -         $11,992,735

Expenses:
   Property and maintenance                           2,812,974          43,292        120,717               -           2,976,983
   Taxes and insurance                                1,680,693          16,057         81,820               -           1,778,570
   Property management                                  622,695               -                     $   31,040 (A)         653,735
   General and administrative                           187,278               -                          8,247 (B)         195,525
   Amortization expense                                 126,544               -                              -             126,544
   Depreciation of rental property                    2,330,543               -                        127,985 (C)       2,458,528
                                                    -----------       ---------      ---------        ---------           ---------
Total expenses                                        7,760,727          59,349        202,537         167,272           8,189,885

Income before interest income (expense)               3,655,556          66,895        247,671        (167,272)          3,802,850


Interest income                                         388,121               -              -        (164,931)(E)         223,190
Interest expense                                       (402,995)              -              -         (37,907)(D)        (440,902)
                                                    -----------       ---------      ---------        ---------           ---------
Net income                                          $ 3,640,682          66,895        247,671        (370,109)        $ 3,585,139
                                                    ===========                                                        ===========

Earnings per common share:
   Basic and Diluted                                $      0.12                                                         $     0.12
                                                    ===========                                                        ===========
Basic and diluted weighted average
  common shares outstanding                          29,243,930                                              -           29,243,930
                                                    ===========                                       ========         ===========
</TABLE>


(A)  Represents  the  property  management  fees  of 5%  of  rental  income  and
     processing  costs  equal to $2.50 per  apartment  per month  charged by the
     external management company for the period not owned by the Company.

(B)  Represents  the advisory fee of .25% of accumulated  capital  contributions
     under the "best  efforts"  offering for the period of time not owned by the
     Company.

(C)  Represents the depreciation expense of the properties acquired based on the
     purchase price, excluding amounts allocated to land, for the period of time
     not  owned  by the  Company.  The  weighted  average  life of the  property
     depreciated was 27.5 years.

(D)  Represents the interest expense on mortgage debt for Grayson Square for the
     period not owned  during the three  months  period  ended  March 31,  1999,
     interest was computed based on interest  rates on the  properties  mortgage
     debt that was assumed at acquisition.

(E)  Represents  reduction of interest  income  associated with $14.8 million of
     cash used to purchase properties at an interest rate of 5%.


                                       13

<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.


                                 Apple Residential Income Trust, Inc.


Date: June 28, 1999              By   /s/ Glade M. Knight
                                      ----------------------------------------
                                      Glade M. Knight, Chief Executive Officer

















                                       14
<PAGE>
                                  EXHIBIT INDEX


                      Apple Residential Income Trust, Inc.

                          Form 8-K dated June 11, 1999



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


    10.1         Purchase Contract for
                 Canyon Hills Apartments

    10.2         Property Management Agreement
                 for Canyon Hills Apartments

    23.1         Consent of Independent Auditors




                                       15
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 47411}]
{"company-data": {"conformed-name": "APPLE RESIDENTIAL INCOME TRUST INC", "cik": "0001021351", "assigned-sic": "6798", "irs-number": "541816010", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23983", "film-number": "99653212"}, "business-address": {"street1": "306 EAST MAIN STREET", "city": "RICHMOND", "state": "VA", "zip": "23219", "phone": "8046431761"}, "mail-address": {"street1": "306 EAST MAIN STREET", "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: June 11, 1999

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

       VIRGINIA                    0-23983                    54-1816010
       --------                    -------                    ----------
      (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

================================================================================
APPLE RESIDENTIAL INCOME TRUST, INC.

                                    FORM 8-K

                                      Index

                                                                        Page No.
                                                                        --------

Item 2.     Acquisition or Disposition of Assets                            3

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

            a. Independent  Auditors' Report                                7

               Historical  Statement  of Income  and Direct  Operating      8
               Expenses

               Notes to  Historical  Statement  of Income and Direct        9
               Operating Expenses

            b. Pro  Forma  Consolidated Balance  Sheet  as  of  March       10
               31, 1999 (unaudited)

               Pro Forma  Consolidated Statement of Operations for the      11
               Year ended December 31, 1998 (unaudited)

               Pro  Forma  Consolidated Statement  of  Operations  for      13
               the Three Months ended March 31, 1999 (unaudited)

            c. Exhibits

                     10.1     Purchase Contract for Canyon Hills
                              Apartments

                     10.2     Property Management Agreement for
                              Canyon Hills Apartments

                     23.1     Consent of Independent Auditors

                                       2
Item 2.  Acquisition or Disposition of Assets

                             CANYON HILLS APARTMENTS
                                  Austin, Texas

      On June 11, 1999, Apple REIT Limited Partnership (together with its parent
companies,  the  "Company")  purchased the Canyon Hills  Apartments,  a 229-unit
apartment  complex having an address of 6307 Bluff Springs Road,  Austin,  Texas
(the "Property").

      The  purchase  price for the  property was  $12,150,000.  At closing,  the
Company paid the entire  purchase  price in cash using proceeds from the sale of
its Common Shares.  Title to the Property was conveyed to the Company by limited
warranty  deed.  The  Seller  was  Austin/Canyon  Hill,  Ltd.,  a Texas  limited
partnership which is not affiliated with the Company.

      Location.  The  Property  is  located on Bluff  Springs  Road just east of
Highway 35 in  Austin,  Texas,  which is the  capital  of Texas.  The  following
information  on Austin is based in part on  information  provided by the greater
Austin Chamber of Commerce.

      The economy of the greater Austin  metropolitan area is diversified,  with
key  economic  factors  being  the   semiconductor   and  computer   industries,
manufacturing,  real estate and higher  education.  The rapid development of the
semiconductor and computer industries has been accompanied by rapid developments
in  the  transportation,   finance,  insurance,   communications  and  utilities
capabilities of the area.

      Major employers in the Austin area include Dell Computer,  Motorola,  IBM,
Advanced Micro Devices,  and  Solectron.  The Austin area employs  approximately
135,000  government  workers.  The city's largest  employer is the University of
Texas, with over 19,000  employees.  Additionally,  the Bergstrom  International
Airport employs approximately 11,000 people.

      The  Metropolitan  Statistical  Area  that  includes  Austin  had  a  1998
population of nearly 1.1 million.  Much of the recent  population  growth in the
area is due to  relocations  from  other  parts  of the  country,  although  the
percentage  of total  population  growth  represented  by  relocated  persons is
expected to decrease over the coming years.  Currently,  job gains in the Austin
metropolitan area are at approximately four percent per year.

      The immediate area surrounding the Property consists of other multi-family
and single-family  housing, and commercial and retail development.  The Property
is located near restaurants,  shopping,  businesses,  schools and churches.  The
Property is an  approximately  10-minute  drive from the University of Texas and
the Texas State Capitol,  is an approximately  15-minute drive from Austin's new
Bergstrom International Airport and is an approximately 10-minute drive from the
Austin central business district.

                                       3
Description  of the Property.  The Property  consists of 229  garden-style
apartments in 10 two-and  three-story  buildings on  approximately  8.7 acres of
land. The Property was constructed in 1996.

      The Property is relatively new, and Cornerstone  Realty Income Trust, Inc.
(the  "Advisor")  believes that the Property has been well  maintained and is in
excellent condition.  The Company has budgeted approximately $57,250 for certain
minor  capital   improvements,   including   minor   decorating  and  additional
landscaping.

      The  Property  offers five  different  unit types.  The unit mix and rents
currently being charged new tenants as of June 1999 are as follows:
Approximate Interior
     Quantity              Type                  Square Footage             Monthly Rental
     --------              ----                  --------------             --------------
78       One bedroom, one bathroom              650                $   625 - 650
        62       One bedroom, one bathroom              716                    655 - 680
        20       One bedroom, one bathroom              755                    695 - 715
        30       Two bedrooms, one bathroom             978                    825 - 860
        39       Two bedrooms, two bathrooms          1,116                    905 - 940
The apartments  provide a combined total of  approximately  183,000 square
feet of net rentable area.

      Leases at the Property are for terms of one year or less.  Average  rental
rates for the last  five  years  have  generally  increased.  As an  example,  a
two-bedroom,  two-bathroom apartment unit (1,116 square feet) rented for $910 in
1996,  $930 in 1997, and $930 in 1998. The average  effective  annual rental per
square  foot at the  Property  for 1996,  1997 and 1998 was  $10.80,  $11.03 and
$11.03, respectively.

      The buildings  are wood frame  construction  with a combination  of Austin
Cream   Limestone   and   cementitous   siding   over   gypsum   sheeting   with
fiberglass-asphalt composition shingles.

      The amenities at the Property consist of an outdoor  split-level  swimming
pool with a waterfall  and Jacuzzi,  a children's  pool,  a business  center,  a
fitness center,  a laundry facility and a  controlled-access  gate. The Property
also has a  clubhouse  that  includes a kitchen,  conference  room and a leasing
office. There is ample paved parking for residents and there are 100 covered car
ports.

      All units have  wall-to-wall  carpeting in the living areas,  ceramic tile
entry ways and vinyl floors in the kitchens and baths. Each apartment unit has a
cable  television  hook-up  and  an  individually  controlled  heating  and  air
conditioning  unit.  Each  kitchen has a  refrigerator/  freezer with ice maker,
electric range and oven, microwave, dishwasher and garbage disposal.

                                       4
All apartment units have nine-foot  crown-molded  ceilings, a ceiling fan in the
master bedroom,  French doors,  mini-blinds and outside storage.  Also,  certain
select units have full-sized  washer/dryer  connections,  built-in entertainment
centers,  garden  tubs,  his and  her  sinks,  linen  closets  and  wood-burning
fireplaces  with mantles and tile  hearths.  The owner of the property  pays for
cold water,  sewer service and trash removal.  The tenants are  responsible  for
their electricity usage, which includes hot water,  cooking,  lighting,  heating
and air conditioning.

      There  are at  least  six  apartment  properties  that  compete  with  the
Property.  All  offer  similar  amenities  and have  rents  that  are  generally
comparable to those of the Property.  Based on a recent  telephone  survey,  the
Advisor  estimates  that  occupancy  at nearby  competing  projects now averages
approximately 95%.

      According to information provided by the Seller, physical occupancy at the
Property averaged 56% in 1996 (the year of completion of  construction),  89% in
1997 and 93% in 1998. On May 27, 1999,  the Property was 97%  occupied.  Tenants
are principally a mix of professionals and students.

      The following table sets forth the 1998 real estate tax information on the
Property:
Jurisdiction                   Assessed Value        Tax Rate            Tax
        ------------                   --------------        --------            ---
Austin City and Travis County            $11,908,000         $2.51040        $298,938.43
The basis of the  depreciable  residential  real  property  portion of the
Property  (currently  estimated at about  $10,847,657)  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  Internal  Revenue  Code.  Amounts  to be spent by the  Company on
repairs and  improvements  will be treated for tax  purposes as permitted by the
Internal Revenue 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 Advisor and the  Company to be  relevant  in  evaluating  the
Property for acquisition by the Company included the following:

            1. The Austin  area  generally  and the  specific  area in which the
      Property is located are perceived as being  characterized by a diverse and
      rapidly developing economy.  Accordingly,  it is believed such economy and
      its anticipated growth and development will support stable occupancy rates
      and reasonable increases in rents at the Property.

            2. The Property was constructed in 1996 and is therefore  relatively
      new and in excellent condition.

            3.  The  Property  is   conveniently   located  near  several  major
      employers.

                                       5
The Company is not aware of any material  adverse factors  relating to the
Property not set forth in this report that would cause the financial information
contained in this report not to be  necessarily  indicative of future  operating
results.

      Acquisition and Management Services and Fees. In consideration of services
rendered to the Company in connection  with the selection and acquisition of the
Property,  the Company paid  Cornerstone  Realty Income  Trust,  Inc. a property
acquisition fee of $243,000. Cornerstone Realty Income Trust, Inc. will serve as
property  manager  for the  Property  and for its  services  will be paid by the
Company  a monthly  management  fee  equal to 5% of the  gross  revenues  of the
Property.

                                       6
INDEPENDENT AUDITORS' REPORT

The Board of Directors
Apple Residential Income Trust, Inc.
Richmond, Virginia

         We have  audited  the  accompanying  statement  of  income  and  direct
operating  expenses  exclusive of items not  comparable  to the proposed  future
operations of the property Canyon Hills Apartments located in Austin,  Texas for
the twelve month period ended May 31, 1999. This statement is the responsibility
of the management of Canyon Hills Apartments.  Our  responsibility is to express
an opinion on this statement based on our audit.

         We conducted our audit in accordance with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable   assurance   about   whether  the  statement  is  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the statement.  An audit also includes  assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall  presentation  of the statement.  We believe that
our audit provides a reasonable basis for our opinion.

         The  accompanying  statement  was prepared for the purpose of complying
with the rules and  regulations of the Securities and Exchange  Commission  (for
inclusion  in a filing by Apple  Residential  Income  Trust,  Inc.) and excludes
material  expenses,  described  in Note 2 to the  statement,  that  would not be
comparable  to  those  resulting  from the  proposed  future  operations  of the
property.

         In our opinion, the statement referred to above presents fairly, in all
material  respects,  the income and direct  operating  expenses of Canyon  Hills
Apartments (as defined above) for the twelve month period ended May 31, 1999, in
conformity with generally accepted accounting principles.

                                        /s/ L.P. Martin & Co., P.C.

Richmond, Virginia
June 18, 1999

                                       7
CANYON HILLS APARTMENTS

         STATEMENT OF INCOME AND DIRECT OPERATING EXPENSES EXCLUSIVE OF
                   ITEMS NOT COMPARABLE TO THE PROPOSED FUTURE
                           OPERATIONS OF THE PROPERTY

                     TWELVE MONTH PERIOD ENDED MAY 31, 1999

INCOME
   Rental and Other Income                                      $   1,800,833
                                                                -------------

DIRECT OPERATING EXPENSES
   Administrative and Other                                           248,191
   Insurance                                                           28,342
   Repairs and Maintenance                                            184,855
   Taxes, Property                                                    298,938
   Utilities                                                           49,823
                                                                -------------

           TOTAL DIRECT OPERATING EXPENSES                            810,149
                                                                -------------

           Operating income exclusive of items not
           comparable to the proposed future operations
           of the property                                      $     990,684
                                                                =============

See accompanying notes to the financial statements.

                                        8
CANYON HILLS APARTMENTS

         NOTES TO THE STATEMENT OF INCOME AND DIRECT OPERATING EXPENSES
            EXCLUSIVE OF ITEMS NOT COMPARABLE TO THE PROPOSED FUTURE
                           OPERATIONS OF THE PROPERTY

                     TWELVE MONTH PERIOD ENDED MAY 31, 1999

NOTE 1 - ORGANIZATION

Canyon Hills Apartments is a 229 unit garden style apartment  complex located on
8.73 acres in Austin,  Texas.  The assets  comprising the property were owned by
Austin/Canyon  Hills, Ltd., an entity unaffiliated with Apple Residential Income
Trust,  Inc., during the financial  statement period.  Apple Residential  Income
Trust, Inc. purchased the property June 11, 1999.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue  and  Expense  Recognition  -  The  accompanying   statement  of  rental
operations  has been  prepared  using  the  accrual  method  of  accounting.  In
accordance  with Rule 3-14 of  Regulation  S-X of the  Securities  and  Exchange
Commission,  the  statement  of income and direct  operating  expenses  excludes
interest and non rent related income and expenses not  considered  comparable to
those  resulting from the proposed future  operations of the property.  Excluded
expenses are property depreciation, amortization and management fees.

Estimates - The preparation of financial statements in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions that affect the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Repairs  and  Maintenance  -  Repairs  and  maintenance  costs are  expensed  as
incurred,  while  significant  improvements,  renovations and  replacements  are
capitalized.

Advertising - Advertising costs are expensed in the period incurred.

                                        9
PRO FORMA CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1999 (UNAUDITED)

The accompanying  Unaudited Pro Forma Consolidated Balance Sheet as of March 31,
1999,  is presented as if the Company had owned the  properties  included in the
table below as of March 31, 1999.

In the opinion of management all adjustments necessary to reflect the effects of
the Offering have been made.

The Unaudited Pro Forma Consolidated  Balance Sheet is presented for comparative
purposes only and is not  necessarily  indicative  of what the actual  financial
position of the Company  would have been at March 31, 1999,  nor does it purport
to represent the future  financial  position of the Company.  This Unaudited Pro
Forma  Consolidated  Balance Sheet should be read in  conjunction  with,  and is
qualified in its  entirety by, the  Company's  respective  historical  financial
statements and notes thereto.
Canyon
                                                Historical          Hills
                                                  Balance          Pro Forma           Total
                                                   Sheet         Adjustments         Pro Forma
                                                ----------       -----------         ----------
Assets                                                               6/11/99
Investment in rental property:
Land                                          $  42,150,935     $  1,239,300      $ 43,390,235
Buildings and property improvements             217,067,397       11,153,700       228,221,097
Furniture and fixtures                            3,781,247                -         3,781,247
                                             --------------     ------------      -------------

                                                262,999,579       12,393,000       275,392,579
Less accumulated depreciation                   (9,999,170)                -       (9,999,170)
                                             --------------     ------------      -------------
                                                253,000,409       12,393,000       265,393,409

Cash and cash equivalents                        45,705,746     (12,393,000)        33,312,746
Prepaid expenses                                    198,152               -            198,152
Other assets                                      5,264,649               -          5,264,649
                                             --------------     ------------      -------------
     Total Assets                             $ 304,168,956        $      -      $ 304,168,956
                                             ==============     ============      =============

Liabilities and Shareholders' Equity

Mortgage notes payable                        $  32,038,329               -       $ 32,038,329
Accounts payable                                  2,445,788               -          2,445,788
Accrued expenses                                  1,956,577               -          1,956,577
Rents received in advance                            50,922               -             50,922
Tenant security deposits                            877,096               -            877,096
                                             --------------     ------------      -------------
     Total Liabilities                           37,368,712               -         37,368,712

Shareholders' Equity

Common stock                                    271,283,376               -        271,283,376
Class B convertible stock                            20,000               -             20,000
Net income less than distributions               (4,503,132)              -         (4,503,132)
                                             --------------     ------------      -------------
Total Shareholders' Equity                    $ 266,800,244         $     -      $ 266,800,244
                                             --------------     ------------      -------------
Total Liabilities and Shareholders' Equity    $ 304,168,956         $     -      $ 304,168,956
                                             ==============     ============      =============
Notes to Pro Forma Balance Sheet

Pro Forma  adjustments  represent  the purchase  price of the related  property,
including the 2%  acquisition  fee to Cornerstone  Realty Income Trust,  Inc. or
affiliate allocated between land and building.

Adjustments to cash reflect the use of cash on hand to purchase properties.

                                       10
PRO FORMA  CONSOLIDATED  STATEMENT OF OPERATIONS FOR THE YEAR ENDED
DECEMBER 31, 1998 (UNAUDITED)

The Unaudited Pro Forma Consolidated  Statement of Operations for the year ended
December 31, 1998, is presented as if the 16 property  acquisitions  during 1998
and 3 property  acquisitions  in 1999 had  occurred  on  January  1,  1998.  The
Unaudited Pro Forma  Consolidated  Statement of  Operations  assumes the Company
qualifying  as a REIT,  distributing  at least 95% of its taxable  income,  and,
therefore,  incurring no federal income tax liability for the period  presented.
In the opinion of management,  all adjustments  necessary to reflect the effects
of these transactions have been made.

The  Unaudited Pro Forma  Consolidated  Statement of Operations is presented for
comparative  purposes only and is not necessarily  indicative of what the actual
results of the Company would have been for the year ended  December 31, 1998, if
the acquisitions had occurred at the beginning of the period presented, nor does
it purport to be indicative of the results of operations in future periods.  The
Unaudited  Pro Forma  Consolidated  Statement  of  Operations  should be read in
conjunction with, and is qualified in its entirety by, the Company's  respective
historical financial statements and notes thereto.
Historical             1998                               Pro Forma
                                                        Statement of        Acquisitions       Pro Forma          Before 1999
                                                         Operations       Adjustments (G)     Adjustments         Acquisitions
                                                        ------------      ---------------     -----------         ------------
Revenue:
   Rental income                                         $30,764,904        $  12,107,074               -         $ 42,871,978

Expenses:
   Property and maintenance                                8,819,809            4,101,546               -           12,921,355
   Taxes and insurance                                     4,453,177            1,586,415               -            6,039,592
   Property management                                     1,685,713                    -      $  662,496  (A)       2,348,209
   General and administrative                                799,732                    -         138,849  (B)         938,581
   Amortization expense                                       38,758                    -               -               38,758
   Depreciation of rental property                         5,788,476                    -       2,074,177  (C)       7,862,653

Total expenses                                            21,585,665            5,687,960       2,875,522           30,149,148

Income before interest income (expense)                    9,179,239            6,419,114     (2,875,522)           12,722,830

Interest income                                            1,638,544                    -       (602,009)   (F)      1,036,535
Interest expense                                           (737,875)                    -       (847,327)   (D)    (1,585,202)

Net income                                               $10,079,908            6,419,114     (4,324,858)         $ 12,174,163

Earnings per common share:
   Basic and Diluted                                       $    0.51

Basic and diluted weighted average common
 shares outstanding                                       19,910,408                            4,887,573  (E)      24,797,981
                                                                                                                   ===========
Sierra            Grayson              Canyon
                                              Ridge             Square               Hills
                                            Pro Forma          Pro Forma           Pro Forma         Pro Forma          Total
                                           Adjustments        Adjustments         Adjustments       Adjustments       Pro Forma
                                           -----------        -----------         -----------       -----------       ---------
1/5/99             2/1/99             6/11/99
Revenue:
   Rental income                          $1,192,111         $1,514,932          $1,800,833                -         $47,379,854

Expenses:
   Property and maintenance                  534,083            519,501             482,869                -          14,457,808
   Taxes and insurance                       148,050            192,683             327,280                -           6,707,605
   Property management                             -                  -                   -       $  245,164 (A)       2,593,373
   General and administrative                      -                  -                   -           51,827 (B)         990,408
   Amortization expense                            -                  -                   -                -              38,758
   Depreciation of rental property                 -                  -                   -          918,827 (C)       8,781,480
                                             -------            -------             -------       ----------          ----------
Total expenses                               682,133            712,184             810,149        1,215,818          33,569,431
                                             -------            -------             -------       ----------          ----------

Income before interest income (expense)      509,978            802,748             990,684       (1,215,818)         13,810,423

Interest income                                    -                  -                   -       (1,036,535)(F)               -
Interest expense                                   -                  -                   -         (454,881)(D)      (2,040,083)
                                             -------            -------             -------       ----------          ----------

Net income                                   509,978            802,748             990,684       (2,707,234)       $ 11,770,340
                                                                                                                    ============
Earnings per common share:
   Basic and Diluted                                                                                                $       0.47
                                                                                                                    ============

Basic and diluted weighted average
common shares outstanding                                                                                             24,797,981
                                                                                                                    ============
(A)  Represents  the  property  management  fees  of 5%  of  rental  income  and
     processing  costs  equal to $2.50 per  apartment  per month  charged by the
     external management company for the period not owned by the Company.

(B)  Represents  the advisory fee of .25% of accumulated  capital  contributions
     under the "best  efforts"  offering for the period of time not owned by the
     Company.

(C)  Represents the depreciation expense of the properties acquired based on the
     purchase price, excluding amounts allocated to land, for the period of time
     not  owned  by the  Company.  The  weighted  average  life of the  property
     depreciated was 27.5 years.

(D)  Represents the interest expense for 5 of the 1998 property acquisitions and
     1 of the 1999 property  acquisitions for the period in which the properties
     were not owned,  interest was computed  based on market  interest  rates of
     6.5% on mortgage debt of $31.2 million that was assumed at acquisition.

(E)  Represents  additional  common shares assuming the properties were acquired
     on January 1, 1998 with the net proceeds from the "best  efforts"  offering
     of $10 per share (net $8.90 per share).

(F)  Represents  reduction of interest  income  associated with $35.2 million of
     cash used to purchase properties at an interest rate of 5%.

(G)  See following table for details.

                                       11
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED
DECEMBER 31, 1998 (UNAUDITED)

The following schedule provides detail of 1998 acquisitions by property included
in the Pro  Forma  Consolidated  Statement  of  Operations  for the  year  ended
December 31, 1998.
Copper                     Summer        Park      Cottonwood
                                          Main Park    Timberglen    Crossing   Silverbrook I     Tree       Village      Crossing
                                          Pro Forma    Pro Forma    Pro Forma     Pro Forma    Pro Forma    Pro Forma    Pro Forma
                                         Adjustments  Adjustments  Adjustments   Adjustments  Adjustments  Adjustments  Adjustments
                                         -----------  -----------  -----------  ------------- -----------  -----------  -----------
Date of Acquisition                         2/4/98      2/13/98      3/31/98       5/8/98        6/1/98       7/1/98       7/9/98

Revenue
     Rental income                       $ 122,458    $ 162,912    $ 228,612    $ 876,661     $ 505,033    $ 641,049    $ 565,147

Expenses:
     Property and maintenance               44,674       39,814      147,405      308,738       202,428      224,466      216,861
     Taxes and insurance                    18,797       21,513       29,927       98,600        63,114       79,850       74,067
     Property management                         -            -            -            -             -            -            -
     Property management fee                     -            -            -            -             -            -            -
     General and administrative                  -            -            -            -             -            -            -
     Amortization expense                        -            -            -            -             -            -            -
     Depreciation of rental property             -            -            -            -             -            -            -
                                          --------    ---------     --------    ---------     ---------    ---------    ---------
Total expenses                              63,471       61,327      177,332      407,338       265,542      304,316      290,928

Income before interest income (expense)     58,987      101,585       51,280      469,323       239,491      336,733      274,219
Interest income                                  -            -            -            -             -            -            -
Interest expense                                 -            -            -            -             -            -            -
                                          --------    ---------     --------    ---------     ---------    ---------    ---------
Net income                                $ 58,987    $ 101,585     $ 51,280    $ 469,323     $ 239,491    $ 336,733    $ 274,219
Pace's                                Grayson
                                          Silverbrook II      Point      Devonshire    Newport     Square II
                                             Pro Forma      Pro Forma    Pro Forma    Pro Forma    Pro Forma
                                            Adjustments    Adjustments  Adjustments  Adjustments  Adjustments
                                          --------------   -----------  -----------  -----------  -----------
Date of Acquisition                            7/24/98       7/17/98      7/17/98      7/24/98       7/24/98

Revenue
     Rental income                           $ 536,970    $1,167,372    $ 534,027    $ 686,911    $1,046,462

Expenses:
     Property and maintenance                  188,406       349,407      156,111      235,111       284,868
     Taxes and insurance                        61,559       143,119       75,941      109,875       133,916
     Property management                             -             -            -            -             -
     Property management fee                         -             -            -            -             -
     General and administrative                      -             -            -            -             -
     Amortization expense                            -             -            -            -             -
     Depreciation of rental property                 -             -            -            -             -
                                             ---------     ---------    ---------    ---------    ----------
Total expenses                                 249,965       492,526      232,052      344,986       418,784

Income before interest income (expense)        287,005       674,846      301,975      341,925       627,678
Interest income                                      -             -            -            -             -
Interest expense                                     -             -            -            -             -
                                             ---------     ---------    ---------    ---------    ----------
Net income                                   $ 287,005     $ 674,846    $ 301,975    $ 341,925    $  627,678
Estrada       Cutter's       Burney     Courts on
                                              Oaks         Point          Oaks     Pear Ridge
                                           Pro Forma      Pro Forma     Pro Forma    Pro Forma        Total
                                           Adjustment    Adjustments   Adjustments  Adjustments     Pro Forma
                                           ----------   -----------   -----------  -----------    ------------
Date of Acquisition                         7/27/98       10/29/98      10/28/98     11/17/98                -

Revenue
     Rental income                        $ 962,727     $1,217,238    $1,309,756   $1,543,739      $12,107,074

Expenses:
     Property and maintenance                281,613       430,131       472,141      519,372        4,101,546
     Taxes and insurance                     124,830       146,572       180,438      224,297        1,586,415
     Property management                           -             -             -            -                -
     Property management fee                       -             -             -            -                -
     General and administrative                    -             -             -            -                -
     Amortization expense                          -             -             -            -                -
     Depreciation of rental property               -             -             -            -                -
                                            --------     ---------     ---------    ---------      -----------
Total expenses                               406,443       576,703       652,579      743,669        5,687,960

Income before interest income (expense)      556,284       640,536       657,177      800,070        6,419,114
Interest income                                    -             -             -            -                -
Interest expense                                   -             -             -            -                -
                                            --------     ---------     ---------    ---------      -----------
Net income                                  $556,284     $ 640,536     $ 657,177    $ 800,070      $ 6,419,114
12
PRO FORMA CONSOLIDATED  STATEMENT OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED
MARCH 31, 1999  (UNAUDITED)

The Unaudited Pro Forma Consolidated Statement of Operations for the three month
period ended March 31, 1999, is presented as if 2 of the 4 property acquisitions
during 1999 had occurred on January 1, 1999. The Company  acquired  Sierra Ridge
on January 5, 1999. The  property's  operations for the period not owned are not
included in the pro forma adjustments since the impact to these pro-formas would
be immaterial. In addition,  audited financial statements were not available for
Hunters Creek purchased in April 1999.

The Unaudited Pro Forma Consolidated Statement of Operations assumes the Company
qualifying  as a REIT,  distributing  at least 95% of its taxable  income,  and,
therefore,  incurring no federal income tax liability for the period  presented.
In the opinion of management,  all adjustments  necessary to reflect the effects
of these transactions have been made.

The  Unaudited Pro Forma  Consolidated  Statement of Operations is presented for
comparative  purposes only and is not necessarily  indicative of what the actual
results of the Company  would have been for the three month  period  ended March
31,  1999,  if the  acquisitions  had  occurred at the  beginning  of the period
presented,  nor does it purport to be indicative of the results of operations in
future  periods.  The Unaudited Pro Forma  Consolidated  Statement of Operations
should be read in  conjunction  with,  and is  qualified in its entirety by, the
Company's respective historical financial statements and notes thereto.
Grayson        Canyon
                                                    Historical         Square         Hills
                                                   Statement of      Pro Forma      Pro Forma        Pro Forma            Total
                                                    Operations      Adjustments    Adjustments      Adjustments         Pro Forma
                                                   ------------     -----------    -----------      -----------        -----------
2/1/99        6/11/99
Revenue:
   Rental income                                    $11,416,283      $  126,244     $  450,208               -         $11,992,735

Expenses:
   Property and maintenance                           2,812,974          43,292        120,717               -           2,976,983
   Taxes and insurance                                1,680,693          16,057         81,820               -           1,778,570
   Property management                                  622,695               -                     $   31,040 (A)         653,735
   General and administrative                           187,278               -                          8,247 (B)         195,525
   Amortization expense                                 126,544               -                              -             126,544
   Depreciation of rental property                    2,330,543               -                        127,985 (C)       2,458,528
                                                    -----------       ---------      ---------        ---------           ---------
Total expenses                                        7,760,727          59,349        202,537         167,272           8,189,885

Income before interest income (expense)               3,655,556          66,895        247,671        (167,272)          3,802,850

Interest income                                         388,121               -              -        (164,931)(E)         223,190
Interest expense                                       (402,995)              -              -         (37,907)(D)        (440,902)
                                                    -----------       ---------      ---------        ---------           ---------
Net income                                          $ 3,640,682          66,895        247,671        (370,109)        $ 3,585,139
                                                    ===========                                                        ===========

Earnings per common share:
   Basic and Diluted                                $      0.12                                                         $     0.12
                                                    ===========                                                        ===========
Basic and diluted weighted average
  common shares outstanding                          29,243,930                                              -           29,243,930
                                                    ===========                                       ========         ===========
(A)  Represents  the  property  management  fees  of 5%  of  rental  income  and
     processing  costs  equal to $2.50 per  apartment  per month  charged by the
     external management company for the period not owned by the Company.

(B)  Represents  the advisory fee of .25% of accumulated  capital  contributions
     under the "best  efforts"  offering for the period of time not owned by the
     Company.

(C)  Represents the depreciation expense of the properties acquired based on the
     purchase price, excluding amounts allocated to land, for the period of time
     not  owned  by the  Company.  The  weighted  average  life of the  property
     depreciated was 27.5 years.

(D)  Represents the interest expense on mortgage debt for Grayson Square for the
     period not owned  during the three  months  period  ended  March 31,  1999,
     interest was computed based on interest  rates on the  properties  mortgage
     debt that was assumed at acquisition.

(E)  Represents  reduction of interest  income  associated with $14.8 million of
     cash used to purchase properties at an interest rate of 5%.

                                       13
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.

                                 Apple Residential Income Trust, Inc.

Date: June 28, 1999              By   /s/ Glade M. Knight
                                      ----------------------------------------
                                      Glade M. Knight, Chief Executive Officer

                                       14
EXHIBIT INDEX

                      Apple Residential Income Trust, Inc.

                          Form 8-K dated June 11, 1999

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

    10.1         Purchase Contract for
                 Canyon Hills Apartments

    10.2         Property Management Agreement
                 for Canyon Hills Apartments

    23.1         Consent of Independent Auditors

                                       15