As filed with the Securities and Exchange Commission on April 9, 1997

                      Registration No. 333-_______________

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                 -------------


                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                 --------------

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

         Virginia                                               54-1589139
 (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                          Identification No.)

306 East Main Street, Richmond, Virginia                        23219
(Address of principal executive offices)                      (Zip Code)

                     CORNERSTONE REALTY INCOME TRUST, INC.
                              1992 INCENTIVE PLAN
                            (Full title of the plan)

<TABLE>
<CAPTION>

<S> <C>
         Glade M. Knight                        Copy to:         Leslie A. Grandis, Esq.
       306 East Main Street                                McGuire, Woods, Battle & Boothe, L.L.P.
    Richmond, Virginia 23219                                        One James Center
    Telephone: (804) 643-1761                                   Richmond, Virginia 23219
(Name, address and telephone number, including                 Telephone: (804) 775-4322
      area code, of agent for service)
</TABLE>

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>


       Title of                                     Proposed Maximum         Proposed Maximum
     Securities to            Amount to be              Offering                Aggregate                Amount of
     be Registered             Registered         Price Per Share (1)       Offering Price (1)       Registration Fee
------------------------------------------------------------------------------------------------------------------------
<S> <C>
        Common
        Shares              2,199,246 shares             $11.00                $24,191,706               $7,330.82
=======================  ====================== ======================== ========================  =====================
</TABLE>

(1) Estimated  solely for the purpose of determining  the  registration  fee and
based,  pursuant to Rule 457(a) under the  Securities  Act of 1933,  on the most
recent price at which shares were sold to the public.


                                       1

<PAGE>



                                   PROSPECTUS



                     CORNERSTONE REALTY INCOME TRUST, INC.
                              1992 INCENTIVE PLAN


                                ----------------


         This document  provides  information  about the 1992  Incentive Plan of
Cornerstone  Realty Income Trust, Inc. (the "Company"),  pursuant to which up to
2,199,246  shares of the  Company's  common  stock,  no par value  (the  "Common
Stock"), may be issued to eligible employees of the Company.

                                ----------------


                 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                 COVERING SECURITIES THAT HAVE BEEN REGISTERED
                        UNDER THE SECURITIES ACT OF 1933


                               -----------------

         No  person  is  authorized  to  give  any   information   or  make  any
representation in connection with the offer contained in this Prospectus,  other
than those contained  herein.  Any information or  representation  not contained
herein  must not be relied upon as having been so  authorized.  This  Prospectus
does not constitute an offer to sell, or a solicitation  of an offer to buy, the
securities  covered by this  Prospectus  in any State or other  jurisdiction  in
which,  or to any  person  to  whom,  it is  unlawful  to make  such an offer or
solicitation.  Neither  the  delivery  of  this  Prospectus  nor  any  sales  or
solicitations  hereunder  shall under any  circumstances  create any implication
that  there has been no  change in the  affairs  of the  Company  since the date
hereof.



             The date of this Prospectus is April 9, 1997.



<PAGE>


                               TABLE OF CONTENTS
                                                                          PAGE

GENERAL INFORMATION........................................................3

SHARES AVAILABLE FOR ISSUANCE..............................................3

ELIGIBILITY................................................................3

TERMS OF INCENTIVE AWARDS..................................................4

         Restricted Stock..................................................4

         Options...........................................................4

         Transferability of Incentive Awards...............................5

         Change of Control.................................................5

FEDERAL INCOME TAX CONSEQUENCES............................................5

         For Participants..................................................5

         For the Company...................................................6

RESTRICTIONS ON RESALE.....................................................6

ADDITIONAL INFORMATION.....................................................7



                                       2

<PAGE>



                              GENERAL INFORMATION

         The Board of  Directors  (the  "Board")  of the Company has adopted the
1992  Incentive  Plan,  as amended  and  restated  (the  "Plan"),  which  became
effective on December  18,  1992.  The Plan is intended to further the long term
stability and financial  success of the Company by attracting  and retaining key
employees of the Company and its affiliates through the use of stock incentives.
Incentive  awards under the Plan may be in the form of restricted stock or stock
options.  The Plan will terminate on July 8, 2004 unless earlier terminated upon
the adoption of a resolution by the Board.

         The Plan is administered  by a Committee (the  "Committee") of not less
than two members  appointed by the Board. The Board has the power at any time to
fill vacancies in the Committee,  and may appoint members previously  appointed.
Insofar as it is necessary to satisfy Rule 16b-3 under the  Securities  Exchange
Act of 1934  ("Rule  16b-3"),  all  members of the  Committee  are  non-employee
directors of the Company. The Committee has the power and complete discretion to
determine when to grant incentive awards,  which eligible employees will receive
awards,  whether the award will be an option or restricted stock, and the number
of shares attached to each incentive award. The Committee may impose  conditions
on the  exercise  of  options,  and  may  impose  such  other  restrictions  and
requirements as it may deem  appropriate with respect to grants made to eligible
employees.  The Board may suspend or discontinue the Plan or revise or amend the
Plan in any manner,  except that  without  approval of the  shareholders  of the
Company,  no revision or amendment may increase the number of shares  subject to
the Plan, materially modify the requirements as to eligibility for participation
in the Plan, or materially  increase the benefits accruing to participants under
the Plan.

         The Plan is not subject to any  provisions  of the Employee  Retirement
Income  Security Act of 1974 nor is the Plan  qualified  under Section 401(a) of
the Internal Revenue Code (the "Tax Code").

         Statements  contained in this  Prospectus  as to the  provisions of the
Plan are  intended  to be  general in nature  and may not in every  instance  be
complete.  Reference  is made to the  Plan,  a copy of which  will be  provided,
without  charge,  upon written or oral request to the Company's  Chief Financial
Officer.  (See "Additional  Information.") The statements in this Prospectus are
qualified in all respects by reference to the Plan.


                         SHARES AVAILABLE FOR ISSUANCE

         A total of up to  2,199,246  shares of  Common  Stock is  reserved  for
issuance  under the Plan.  Shares  allocable to options that expire or otherwise
terminate  unexercised may again be subjected to an award.  The number of shares
available  for an award  under  the Plan  will  include  the  number  of  shares
surrendered  by an optionee or retained by the Company in payment of  applicable
withholding  taxes.  Incentive  awards may be granted under the Plan conditioned
upon the  surrender  for  cancellation  of an option  granted  under an existing
incentive award. In the event of a stock dividend, stock split or combination of
shares,   recapitalization,   merger  or  other  similar   change,   appropriate
adjustments  will be made in the  number and kind of shares  issuable  under the
Plan, the number and kind of shares to be issued under outstanding  awards,  the
exercise price of options and other relevant provisions.


                                  ELIGIBILITY

         Options and  restricted  stock may be granted under the Plan to Company
employees who are determined by the Committee to hold positions with  management
responsibilities with the Company (or any parent or subsidiary of the Company).


                                       3

<PAGE>



                           TERMS OF INCENTIVE AWARDS

RESTRICTED STOCK

         Restricted  stock  issued  pursuant  to  the  Plan  is  subject  to the
following general restrictions: (i) none of such shares may be sold, assigned or
transferred  within a six-month  period  beginning on the date of grant, nor may
they be pledged or  hypothecated  within  that  six-month  period if such action
would be treated as a sale under  Rule  16b-3,  (ii) none of such  shares may be
sold, assigned, transferred,  pledged or hypothecated or otherwise encumbered or
disposed  of until the  restrictions  on such  shares  shall have lapsed or been
removed under the  provisions  of the Plan,  and (iii) if a holder of restricted
stock ceases to be employed by the Company or a parent or subsidiary thereof, he
will forfeit any shares of restricted stock on which the  restrictions  have not
lapsed or been otherwise removed.

         The  Committee  will  establish  as to each share of  restricted  stock
issued under the Plan the terms and conditions  upon which the  restrictions  on
such  shares  shall  lapse.  Such  terms and  conditions  may  include,  without
limitation, the lapsing of such restrictions at the end of a specified period of
time, as a result of the  disability,  death or retirement of the participant or
as a result of the occurrence of a Change in Control. In addition, the Committee
may at any time, in its sole discretion, accelerate the time at which any or all
restrictions will lapse or remove any and all such restrictions.

         Restricted  stock may be awarded  by the  Committee  in its  discretion
without  cash  consideration.  During  the period of  restriction,  participants
holding shares of restricted  stock may exercise full voting rights with respect
to  those  shares  and  are  entitled  to  receive  all   dividends   and  other
distributions paid with respect to those shares.

OPTIONS

         Options to purchase  Common Stock  granted to employees  under the Plan
shall be  nonstatutory  stock  options,  which do not qualify for  favorable tax
treatment  under  Section 422 of the Tax Code.  The exercise  price of shares of
Company  Stock covered by an option may not be less than 100% of the fair market
value of such shares on the date of grant.

         Options  may be  exercised  in whole or in part at such times as may be
determined by the Committee and specified in the option agreements,  except that
no option  may be  exercised  earlier  than six  months  after the date of grant
(except in case of death or  disability),  and no option may be exercised  after
the  first  to  occur of (i) 10  years  from  the  date of  grant,  (ii) 60 days
following the optionee's  termination of employment with the Company for reasons
other than death or disability, or (iii) 180 days following the optionee's death
or disability.

         The  participant  does  not  pay  any  monetary  consideration  for the
granting of the options.  The Plan  provides  that the exercise  price of shares
covered by an option  shall be the fair market  value of such shares on the date
of grant.  The exercise  price of an option may be paid in cash or, if the terms
of the  option so permit,  (i) by  delivery  to the  Company of shares of Common
Stock  (valued  at fair  market  value on the date of  exercise)  in the  amount
necessary to pay the exercise  price,  or (ii) by delivery of an exercise notice
together with  irrevocable  instructions to a broker to promptly  deliver to the
Company the amount  necessary to pay the exercise price (and, if required by the
Committee,  applicable  withholding  taxes) out of the proceeds from the sale of
option shares or a loan secured by such option  shares,  or (iii) by delivery of
an interest  bearing  recourse  promissory  note.  At the time of  exercise,  an
optionee must make  arrangements  satisfactory to the Company for the payment of
all  applicable  withholding  taxes.  If the option  agreement so  provides,  an
optionee may elect to deliver or have withheld a sufficient  number of shares of
Common Stock to satisfy the Company's  tax  withholding  obligations  subject to
such procedural requirements as may be necessary to comply with Rule 16b-3 under
the Exchange Act. The Committee has sole discretion to approve or disapprove any
such election. No fees,  commissions or other charges are incurred upon exercise
of an option.



                                       4

<PAGE>

TRANSFERABILITY OF INCENTIVE AWARDS


         Options are not  transferable  except by will or by the laws of descent
and  distribution  or, if  permitted  by Rule  16b-3,  pursuant  to a  Qualified
Domestic Relations Order (as defined in Tax Code Section 414(p)),  and generally
are  exercisable  during the lifetime of the optionee only by such optionee,  or
his  guardian  or legal  representative.  No shares of  restricted  stock may be
assigned,  transferred,  pledged or hypothecated  until the restrictions on such
shares  have  lapsed  or been  removed  by the  Committee.  Upon the  death of a
participant,  his personal representative or beneficiary may exercise his rights
under the Plan.  The Plan  contains no provision  that permits  participants  to
withdraw from the Plan and terminate their interests therein.

CHANGE OF CONTROL

         The  Committee  may,  in its  discretion,  provide  that stock  options
granted to employees  under the Plan become fully  exercisable  upon a Change of
Control,  notwithstanding other conditions on exercisability in the stock option
agreement.  For purposes of the Plan, a "Change of Control"  occurs:  (i) when a
person  (or group of  persons  acting in  concert)  acquires  20% or more of the
outstanding  Common  Stock of the  Company,  (ii) when  there is a change in the
composition  of a  majority  of the  Board  when  compared  with  those  who are
currently  serving and any new members whose  nomination or election is approved
by a  majority  of the  current  Board,  or (iii) when the  shareholders  of the
Company approve a  reorganization,  merger or consolidation or other transaction
which  results in the  shareholders  of the  Company  prior to such  transaction
owning  less than 50% of the  corporation  resulting  from the  transaction,  or
approve a liquidation or dissolution of the Company.  Exceptions are made to the
first  change of control  definition  when (i) the  acquiror  obtains its shares
directly  from  the  Company,  (ii)  the  acquiror  is the  Company,  a  Company
subsidiary  or a Company  benefit  plan,  or (iii) the acquiror is a corporation
more than 50% of which  immediately  after such  acquisition is owned by persons
who were formerly the  shareholders  of the Company and such persons hold shares
in the acquiror in substantially  the same proportion as they previously held in
the Company.

         The Plan also  permits the  Committee  to take such other  actions with
respect to outstanding  incentive  awards as the Committee deems  appropriate in
the event of a Change of Control.


                        FEDERAL INCOME TAX CONSEQUENCES

         The following is a summary of the Federal  income tax  consequences  to
the Company and participants  under the Plan. It is general and does not purport
to be complete. There may also be applicable state and local taxes. In addition,
in some cases it may be  important  to  consider  the  effect,  if any, of gift,
estate and inheritance taxes.

         NO  REPRESENTATION  RESPECTING THE TAX TREATMENT OF ANY INCENTIVE AWARD
HAS BEEN MADE TO A PLAN  PARTICIPANT.  PLAN  PARTICIPANTS  ARE URGED TO  CONSULT
THEIR COUNSEL, ACCOUNTANTS, OR OTHER TAX ADVISORS REGARDING THE TAX CONSEQUENCES
OF  RESTRICTED  STOCK OR  OPTIONS  GRANTED  TO THEM IN  RELATION  TO  THEIR  OWN
PARTICULAR TAX SITUATION.


FOR PARTICIPANTS

         RESTRICTED  STOCK.  In general,  an employee who has received shares of
restricted  stock will include in gross income as compensation  income an amount
equal to the fair market value of the shares of restricted stock at the time the
restrictions lapse or are removed.  Such amount will be included in the tax year
in which such event occurs.

         NONSTATUTORY STOCK OPTIONS. All options granted under the Plan shall be
nonstatutory  in nature and shall not be entitled to special tax treatment under
Tax Code  Section 422.  Under  present  Federal  income tax law and existing and
temporary regulations subject to change at any time:

                                       5

<PAGE>



                  (1)  Generally,  no  taxable  income  will  be  realized  by a
         participant  upon the grant of  nonstatutory  stock  options  under the
         Plan.

                  (2)  Upon  the  exercise  of  nonstatutory  stock  options,  a
         participant  will incur ordinary  income in the year of exercise to the
         extent  that the fair market  value of the Common  Stock on the date of
         exercise exceeds the option price.

         EXERCISE  OF  AN  OPTION  WITH   COMMON   STOCK.   Subject  to  certain
limitations,  a  participant  may pay any or all of the  purchase  price  on the
exercise of a stock  option by the  delivery  of Common  Stock.  Usually  when a
participant delivers shares of Common Stock in satisfaction of all, or any part,
of the purchase  price,  no taxable gain is  recognized on any  appreciation  in
value of the  previously  held Common  Stock.  In other  words,  even though the
delivered  shares are valued at their fair market  value for  purposes of paying
all or part of the option price,  the  participant is generally not taxed on the
difference between the fair market value and the tax basis of the shares.

         TAX BASIS OF COMMON  STOCK  RECEIVED  UPON  EXERCISE.  Ordinary  income
recognized  upon  receipt  of Common  Stock  under the Plan  will  increase  the
participant's  tax  basis for the  purpose  of  determining  gain or loss on the
subsequent  sale or  exchange  of the  Common  Stock.  Special  rules  apply  to
determine  the basis of shares of Common Stock  received  upon the exercise of a
stock option by the delivery of shares of previously owned Common Stock.

FOR THE COMPANY

         The Company usually will be entitled to a business expense deduction at
the time and in the amount that the  participant  recognizes  ordinary income in
connection  with an  incentive  award.  This  usually  occurs  upon the lapse or
removal  of the  restrictions  on  restricted  stock  or upon  the  exercise  of
nonstatutory  options.  In some cases,  such as the  exercise of a  nonstatutory
option,  the Company's  deduction is contingent  upon the Company's  meeting tax
withholding requirements.

         There can be  circumstances in which the Company may not be entitled to
a deduction  for certain  transfers of Common Stock or payments to a participant
upon the exercise of an incentive award that has been accelerated as a result of
a Change of  Control.  Recent tax  legislation,  enacted on August 10,  1993 and
effective  January 1, 1994,  generally  imposes a $1,000,000  limitation  on the
annual  compensation  deduction  allowable  to a publicly  held  corporation  in
respect  of its chief  executive  officer  and its other four most  highly  paid
officers (including any deduction with respect to the exercise of a nonstatutory
stock   option).   An  exception  is  provided  for  certain   performance-based
compensation if certain shareholder  approval and outside director  requirements
are  satisfied.   Because  of  certain  interpretational  issues  it  cannot  be
determined  at this time whether  incentive  awards  granted under the Plan will
qualify for this exception.


                             RESTRICTIONS ON RESALE

         All shares of  restricted  stock  issued  pursuant  to the Plan will be
subject to restrictions on resale as discussed above.

         The Plan  contains  no  restrictions  on the  resale  of  Common  Stock
 received upon exercise of a stock option. However,  officer optionees should be
 aware that they may be insiders under Section 16(b) of the Exchange Act, in
 which case they must pay to the Company  any profit made from a purchase  and
 sale,  or a sale and  purchase,  of  Common  Stock  within a  six-month
 period. Transactions subject to Section 16(b) may include the award, receipt
 and vesting of restricted stock and the receipt,  vesting and exercise of stock
 options, the delivery or retention of Common Stock to pay the exercise price of
 options or to satisfy tax  withholding  obligations,  and the resale of Common
 Stock  received from the Company. Transactions between the participant and the
 Company, in which no third parties are

                                       6

<PAGE>



involved,  may be  eligible  for  exemption  pursuant  to Rule  16b-3  under the
Exchange Act.  Participants  who have questions  regarding the  applicability of
Section 16 are encouraged to contact the Company's Chief Financial Officer.

         Also,  the  securities  laws  impose  certain  limitations  on sales by
persons  who are  affiliates  of the  Company,  as defined in Rule 144 under the
Securities  Act of 1933,  as amended (the  "Securities  Act").  An affiliate may
resell such Common Stock only  pursuant to an effective  registration  statement
under the  Securities Act or an exemption  from such  registration,  such as the
exemption  provided  by Rule 144 under the  Securities  Act.  The Company has no
obligation  to  register  for  resale  any shares of Common  Stock  acquired  by
participants  and this Prospectus is not available to a participant for reoffers
or resales.

         PLAN  PARTICIPANTS  ARE URGED TO CONSULT WITH THEIR BROKERS,  FINANCIAL
ADVISERS,  AND SECURITIES COUNSEL TO DETERMINE THEIR PARTICULAR STATUS UNDER THE
SECURITIES  LAWS BEFORE  EFFECTING  ANY RESALES OF THE  COMPANY'S  COMMON  STOCK
RECEIVED PURSUANT TO THE PLAN.

                             ADDITIONAL INFORMATION

         The Company hereby  incorporates  by reference the following  documents
filed  or  to  be  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission");

         (a)      the Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1996;

         (b)      all other reports filed with the Commission pursuant to
                  Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                  as amended (the "Exchange Act"), since December 31, 1996,
                  including: the Company's Current Report on Form 8-K dated
                  October 31, 1996 (including Amendment No. 1 thereto on Form
                  8-K/A);

         (c)      the Company's Registration Statement on Form 8-A under the
                  Exchange Act; and

         (d)      from  the  date  of  filing  such  documents,   all  documents
                  subsequently  filed by the Company pursuant to Sections 13(a),
                  13(c),  14 and 15(d) of the Exchange Act,  prior to the filing
                  of  a  post-effective   amendment  which  indicates  that  all
                  securities  offered  have been sold or which  deregisters  all
                  such securities then remaining unsold.

         Upon  oral  or  written   request,   the  Company  will  provide  to  a
participant,  without charge,  copies of (i) any and all of the information that
has been  incorporated  by reference in this  document,  (ii) the Company's most
recent  annual  report  to  shareholders,  and (iii) if the  participant  is not
otherwise  receiving  such  material,  all reports,  proxy  statements and other
communications  distributed by the Company to its shareholders  generally.  Such
requests  should be directed to the  Company's  Chief  Financial  Officer at the
Company's business address:  306 East Main Street,  Richmond,  Virginia,  23219,
telephone number (804) 643-1761.

         Participants  may contact the Company's Chief Financial  Officer at the
address and telephone number listed above to obtain additional information about
the Plan and its administrators.

         The Company may distribute  from time to time to  participants  reports
showing the status of their grants under the Plan.


                                       7

<PAGE>



          PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         Cornerstone   Realty  Income  Trust,   Inc.  (the   "Company")   hereby
incorporates  by  reference  into  this  Registration  Statement  the  following
documents which have been filed with the Securities and Exchange Commission (the
"Commission"):

         (a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;

         (b) all other  reports  filed with the  Commission  pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1996,  including: the Company's  Current  Report on
Form 8-K dated October 31, 1996 (including Amendment No. 1 thereto on Form
8-K/A); and

         (c)  the description of the Company's Common Shares appearing in its
Registration Statement on Form 8-A filed with the Commission on April 28, 1994
(No. 0-23954).

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be part hereof from the respective dates of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article 10 of the Virginia Stock Corporation Act (the "Act") allows, in
general, for indemnification,  in certain circumstances, by a corporation of any
person  threatened  with or made a party to any action,  suit or  proceeding  by
reason of the fact that he or she is, or was, a director,  officer,  employee or
agent of such corporation.  Indemnification is also authorized with respect to a
criminal act or proceeding  where the person had no reasonable  cause to believe
that his or her conduct was unlawful.  Article 9 of the Act provides limitations
on  damages  payable  by  officers  and  directors,  except in cases of  willful
misconduct  or  knowing  violation  of  criminal  law or any  federal  or  state
securities laws.

         Article  VI  of  the  Company's   Amended  and  Restated   Articles  of
Incorporation (the "Articles") provides that in every instance in which the Act,
and any amendments  thereto,  permits the limitation or elimination of liability
of  directors  or  officers  of  a  corporation   to  the   corporation  or  its
shareholders,  the  directors and officers of the Company shall not be liable to
the Company or its shareholders.


                                       1

<PAGE>


        The Articles  provide for mandatory  indemnification  of any individual
who is, was or is  threatened  to be made a party to a  proceeding  (including a
proceeding  by or in  the  right  of  the  Company  or by or on  behalf  of  its
shareholders)  because  such  individual  is or was a director or officer of the
Company  or of any legal  entity  controlled  by the  Company  or  because  such
individual is or was a fiduciary of any employee benefit plan established at the
direction  of the  Company,  against all  liabilities  and  reasonable  expenses
incurred  on account  of the  proceeding,  provided  that the  directors  of the
Company  (excluding  the  indemnified  party)  determine  in good faith that the
director's or officer's course of conduct which caused the loss or liability was
undertaken in good faith within what he  reasonably  believed to be the scope of
his authority  and for a purpose which he reasonably  believed to be in the best
interests  of the  Company or its  shareholders,  except  such  liabilities  and
expenses as are incurred  because of such  individual's  misconduct,  bad faith,
negligence, reckless disregard of duties or violation of the criminal law.

         The Company  maintains a standard  policy of officers'  and  directors'
liability  insurance.  The  Company  is  authorized  to  purchase  and  maintain
insurance against any liability it may have under the indemnification provisions
of the  Articles  or to protect  any of the  persons  named  above  against  any
liability arising from their service to the Company or any other legal entity at
the request of the  Company,  regardless  of the  Company's  power to  indemnify
against such liability.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8. EXHIBITS

Exhibit
Number                                    Description
------                                    -----------

4.1               Amended and Restated Articles of Incorporation of Cornerstone
                  Realty Income Trust, Inc. as amended (Incorporated by
                  reference to Exhibit 3.1 included in the Registrant's Report
                  on Form 10-Q for the Quarter ended June 30, 1995; File No.
                  0-23954).

4.2               Bylaws of Cornerstone Realty Income Trust, Inc. (Amended
                  through April 26, 1995) (Incorporated by reference to Exhibit
                  3.2 included in the Registrant's Report on Form 10-Q for the
                  Quarter ended June 30, 1995; File No. 0-23954).

5                 Opinion of McGuire, Woods, Battle & Boothe, L.L.P. as to the
                  legality of the securities being registered.

23.1              Consent of McGuire, Woods, Battle & Boothe, L.L.P. (included
                  as part of Exhibit 5).

23.2              Consent of Ernst & Young LLP.

23.3              Consent of L.P. Martin & Company, P.C.

24.1              Power of Attorney of Glade M. Knight.

24.2              Power of Attorney of Stanley J. Olander, Jr.

24.3              Power of Attorney of Glenn W. Bunting.

                                       2

<PAGE>



24.4              Power of Attorney of Penelope W. Kyle.

24.5              Power of Attorney of Harry S. Taubenfeld.

24.6              Power of Attorney of Martin Zuckerbrod.

99                Cornerstone Realty Income Trust, Inc. 1992 Incentive Plan.

ITEM 9. UNDERTAKINGS

         The undersigned registrant hereby undertakes:

         (a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement;

                  (iii) To include any material  information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the registrant  pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.

              (2) That, for the purpose of determining  any liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (3) To  remove  from  registration  by means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b)  That,  for  purposes  of  determining   any  liability  under  the
Securities  Act,  each  filing of the  registrant's  annual  report  pursuant to
Section  13(a) or Section  15(d) of the  Exchange  Act that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       3

<PAGE>



                                   SIGNATURES


         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,   in  the  City  of   Richmond,   Commonwealth   of   Virginia,   on
April 9, 1997.

CORNERSTONE REALTY INCOME TRUST, INC.

By:  /s/ Stanley J. Olander, Jr., Chief Financial Officer
     ----------------------------------------------------
         Stanley J. Olander, Jr., Chief Financial Officer


         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.

              Signature              Capacities                  Date
              ---------              ----------                  ----

/s/*                           Director, President, and      April 9, 1997
------------------------------  Chief Executive Officer
Glade M. Knight


/s/*                            Director, Vice President,    April 9, 1997
------------------------------  Secretary and Chief
Stanley J. Olander, Jr.         Financial Officer


/s/*                            Director                     April 9, 1997
------------------------------
Glenn W. Bunting, Jr.


                                Director                     April 9, 1997
------------------------------
Leslie A. Grandis


/s/*                            Director                     April 9, 1997
------------------------------
Penelope W. Kyle


/s/*                            Director                     April 9, 1997
------------------------------
Harry S. Taubenfeld


/s/*                            Director                     April 9, 1997
------------------------------
Martin Zuckerbrod


*By:  /s/ Stanley J. Olander, Jr.
      ---------------------------
          Stanley J. Olander, Jr.,
          Attorney-in-Fact for the above-named persons



<PAGE>



                                 EXHIBIT INDEX

Exhibit                                                           Sequentially
Number                             Description                    Numbered Page
------                             -----------                    -------------

1                 Amended and Restated Articles of Incorporation
                  of Cornerstone Realty Income Trust, Inc. as
                  amended (Incorporated by reference to Exhibit
                  3.1 included in the Registrant's Report on Form
                  10-Q for the Quarter ended June 30, 1995; File No.
                  0-23954).

4.2               Bylaws of Cornerstone Realty Income Trust, Inc.
                  (Amended through April 26, 1995) (Incorporated
                  by reference to Exhibit 3.2 included in the
                  Registrant's Report on Form 10-Q for the
                  Quarter ended June 30, 1995; File No. 0-23954).

5                 Opinion of McGuire, Woods, Battle & Boothe, L.L.P.
                  as to the legality of the securities being registered.

23.1              Consent of McGuire, Woods, Battle & Boothe, L.L.P.
                  (included as part of Exhibit 5).

23.2              Consent of Ernst & Young LLP.

23.3              Consent of L.P. Martin & Company, P.C.

24.1              Power of Attorney of Glade M. Knight.

24.2              Power of Attorney of Stanley J. Olander, Jr.

24.3              Power of Attorney of Glenn W. Bunting.

24.4              Power of Attorney of Penelope W. Kyle.

24.5              Power of Attorney of Harry S. Taubenfeld.

24.6              Power of Attorney of Martin Zuckerbrod.

99                Cornerstone Realty Income Trust, Inc. 1992 Incentive Plan.
[{"type": "S-8", "sequence": "1", "description": "CORNERSTONE REALTY INCOME TRUST, INC.   S-8", "secsgml_size_bytes": 39926}]
{"company-data": {"conformed-name": "CORNERSTONE REALTY INCOME TRUST INC", "cik": "0000854875", "assigned-sic": "6798", "irs-number": "541589139", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24875", "film-number": "97577544"}, "business-address": {"street1": "306 E MAIN ST", "city": "RICHMOND", "state": "VA", "zip": "23219", "phone": "8046431761"}, "mail-address": {"street1": "306 E MAIN ST", "city": "RICHMOND", "state": "VA", "zip": "23219"}}
As filed with the Securities and Exchange Commission on April 9, 1997

                      Registration No. 333-_______________

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                 -------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                 --------------

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

         Virginia                                               54-1589139
 (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                          Identification No.)

306 East Main Street, Richmond, Virginia                        23219
(Address of principal executive offices)                      (Zip Code)

                     CORNERSTONE REALTY INCOME TRUST, INC.
                              1992 INCENTIVE PLAN
                            (Full title of the plan)
Glade M. Knight                        Copy to:         Leslie A. Grandis, Esq.
       306 East Main Street                                McGuire, Woods, Battle & Boothe, L.L.P.
    Richmond, Virginia 23219                                        One James Center
    Telephone: (804) 643-1761                                   Richmond, Virginia 23219
(Name, address and telephone number, including                 Telephone: (804) 775-4322
      area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of                                     Proposed Maximum         Proposed Maximum
     Securities to            Amount to be              Offering                Aggregate                Amount of
     be Registered             Registered         Price Per Share (1)       Offering Price (1)       Registration Fee
------------------------------------------------------------------------------------------------------------------------
Common
        Shares              2,199,246 shares             $11.00                $24,191,706               $7,330.82
=======================  ====================== ======================== ========================  =====================
(1) Estimated  solely for the purpose of determining  the  registration  fee and
based,  pursuant to Rule 457(a) under the  Securities  Act of 1933,  on the most
recent price at which shares were sold to the public.

                                       1
PROSPECTUS

                     CORNERSTONE REALTY INCOME TRUST, INC.
                              1992 INCENTIVE PLAN

                                ----------------

         This document  provides  information  about the 1992  Incentive Plan of
Cornerstone  Realty Income Trust, Inc. (the "Company"),  pursuant to which up to
2,199,246  shares of the  Company's  common  stock,  no par value  (the  "Common
Stock"), may be issued to eligible employees of the Company.

                                ----------------

                 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                 COVERING SECURITIES THAT HAVE BEEN REGISTERED
                        UNDER THE SECURITIES ACT OF 1933

                               -----------------

         No  person  is  authorized  to  give  any   information   or  make  any
representation in connection with the offer contained in this Prospectus,  other
than those contained  herein.  Any information or  representation  not contained
herein  must not be relied upon as having been so  authorized.  This  Prospectus
does not constitute an offer to sell, or a solicitation  of an offer to buy, the
securities  covered by this  Prospectus  in any State or other  jurisdiction  in
which,  or to any  person  to  whom,  it is  unlawful  to make  such an offer or
solicitation.  Neither  the  delivery  of  this  Prospectus  nor  any  sales  or
solicitations  hereunder  shall under any  circumstances  create any implication
that  there has been no  change in the  affairs  of the  Company  since the date
hereof.

             The date of this Prospectus is April 9, 1997.
TABLE OF CONTENTS
                                                                          PAGE

GENERAL INFORMATION........................................................3

SHARES AVAILABLE FOR ISSUANCE..............................................3

ELIGIBILITY................................................................3

TERMS OF INCENTIVE AWARDS..................................................4

         Restricted Stock..................................................4

         Options...........................................................4

         Transferability of Incentive Awards...............................5

         Change of Control.................................................5

FEDERAL INCOME TAX CONSEQUENCES............................................5

         For Participants..................................................5

         For the Company...................................................6

RESTRICTIONS ON RESALE.....................................................6

ADDITIONAL INFORMATION.....................................................7

                                       2
GENERAL INFORMATION

         The Board of  Directors  (the  "Board")  of the Company has adopted the
1992  Incentive  Plan,  as amended  and  restated  (the  "Plan"),  which  became
effective on December  18,  1992.  The Plan is intended to further the long term
stability and financial  success of the Company by attracting  and retaining key
employees of the Company and its affiliates through the use of stock incentives.
Incentive  awards under the Plan may be in the form of restricted stock or stock
options.  The Plan will terminate on July 8, 2004 unless earlier terminated upon
the adoption of a resolution by the Board.

         The Plan is administered  by a Committee (the  "Committee") of not less
than two members  appointed by the Board. The Board has the power at any time to
fill vacancies in the Committee,  and may appoint members previously  appointed.
Insofar as it is necessary to satisfy Rule 16b-3 under the  Securities  Exchange
Act of 1934  ("Rule  16b-3"),  all  members of the  Committee  are  non-employee
directors of the Company. The Committee has the power and complete discretion to
determine when to grant incentive awards,  which eligible employees will receive
awards,  whether the award will be an option or restricted stock, and the number
of shares attached to each incentive award. The Committee may impose  conditions
on the  exercise  of  options,  and  may  impose  such  other  restrictions  and
requirements as it may deem  appropriate with respect to grants made to eligible
employees.  The Board may suspend or discontinue the Plan or revise or amend the
Plan in any manner,  except that  without  approval of the  shareholders  of the
Company,  no revision or amendment may increase the number of shares  subject to
the Plan, materially modify the requirements as to eligibility for participation
in the Plan, or materially  increase the benefits accruing to participants under
the Plan.

         The Plan is not subject to any  provisions  of the Employee  Retirement
Income  Security Act of 1974 nor is the Plan  qualified  under Section 401(a) of
the Internal Revenue Code (the "Tax Code").

         Statements  contained in this  Prospectus  as to the  provisions of the
Plan are  intended  to be  general in nature  and may not in every  instance  be
complete.  Reference  is made to the  Plan,  a copy of which  will be  provided,
without  charge,  upon written or oral request to the Company's  Chief Financial
Officer.  (See "Additional  Information.") The statements in this Prospectus are
qualified in all respects by reference to the Plan.

                         SHARES AVAILABLE FOR ISSUANCE

         A total of up to  2,199,246  shares of  Common  Stock is  reserved  for
issuance  under the Plan.  Shares  allocable to options that expire or otherwise
terminate  unexercised may again be subjected to an award.  The number of shares
available  for an award  under  the Plan  will  include  the  number  of  shares
surrendered  by an optionee or retained by the Company in payment of  applicable
withholding  taxes.  Incentive  awards may be granted under the Plan conditioned
upon the  surrender  for  cancellation  of an option  granted  under an existing
incentive award. In the event of a stock dividend, stock split or combination of
shares,   recapitalization,   merger  or  other  similar   change,   appropriate
adjustments  will be made in the  number and kind of shares  issuable  under the
Plan, the number and kind of shares to be issued under outstanding  awards,  the
exercise price of options and other relevant provisions.

                                  ELIGIBILITY

         Options and  restricted  stock may be granted under the Plan to Company
employees who are determined by the Committee to hold positions with  management
responsibilities with the Company (or any parent or subsidiary of the Company).

                                       3
TERMS OF INCENTIVE AWARDS

RESTRICTED STOCK

         Restricted  stock  issued  pursuant  to  the  Plan  is  subject  to the
following general restrictions: (i) none of such shares may be sold, assigned or
transferred  within a six-month  period  beginning on the date of grant, nor may
they be pledged or  hypothecated  within  that  six-month  period if such action
would be treated as a sale under  Rule  16b-3,  (ii) none of such  shares may be
sold, assigned, transferred,  pledged or hypothecated or otherwise encumbered or
disposed  of until the  restrictions  on such  shares  shall have lapsed or been
removed under the  provisions  of the Plan,  and (iii) if a holder of restricted
stock ceases to be employed by the Company or a parent or subsidiary thereof, he
will forfeit any shares of restricted stock on which the  restrictions  have not
lapsed or been otherwise removed.

         The  Committee  will  establish  as to each share of  restricted  stock
issued under the Plan the terms and conditions  upon which the  restrictions  on
such  shares  shall  lapse.  Such  terms and  conditions  may  include,  without
limitation, the lapsing of such restrictions at the end of a specified period of
time, as a result of the  disability,  death or retirement of the participant or
as a result of the occurrence of a Change in Control. In addition, the Committee
may at any time, in its sole discretion, accelerate the time at which any or all
restrictions will lapse or remove any and all such restrictions.

         Restricted  stock may be awarded  by the  Committee  in its  discretion
without  cash  consideration.  During  the period of  restriction,  participants
holding shares of restricted  stock may exercise full voting rights with respect
to  those  shares  and  are  entitled  to  receive  all   dividends   and  other
distributions paid with respect to those shares.

OPTIONS

         Options to purchase  Common Stock  granted to employees  under the Plan
shall be  nonstatutory  stock  options,  which do not qualify for  favorable tax
treatment  under  Section 422 of the Tax Code.  The exercise  price of shares of
Company  Stock covered by an option may not be less than 100% of the fair market
value of such shares on the date of grant.

         Options  may be  exercised  in whole or in part at such times as may be
determined by the Committee and specified in the option agreements,  except that
no option  may be  exercised  earlier  than six  months  after the date of grant
(except in case of death or  disability),  and no option may be exercised  after
the  first  to  occur of (i) 10  years  from  the  date of  grant,  (ii) 60 days
following the optionee's  termination of employment with the Company for reasons
other than death or disability, or (iii) 180 days following the optionee's death
or disability.

         The  participant  does  not  pay  any  monetary  consideration  for the
granting of the options.  The Plan  provides  that the exercise  price of shares
covered by an option  shall be the fair market  value of such shares on the date
of grant.  The exercise  price of an option may be paid in cash or, if the terms
of the  option so permit,  (i) by  delivery  to the  Company of shares of Common
Stock  (valued  at fair  market  value on the date of  exercise)  in the  amount
necessary to pay the exercise  price,  or (ii) by delivery of an exercise notice
together with  irrevocable  instructions to a broker to promptly  deliver to the
Company the amount  necessary to pay the exercise price (and, if required by the
Committee,  applicable  withholding  taxes) out of the proceeds from the sale of
option shares or a loan secured by such option  shares,  or (iii) by delivery of
an interest  bearing  recourse  promissory  note.  At the time of  exercise,  an
optionee must make  arrangements  satisfactory to the Company for the payment of
all  applicable  withholding  taxes.  If the option  agreement so  provides,  an
optionee may elect to deliver or have withheld a sufficient  number of shares of
Common Stock to satisfy the Company's  tax  withholding  obligations  subject to
such procedural requirements as may be necessary to comply with Rule 16b-3 under
the Exchange Act. The Committee has sole discretion to approve or disapprove any
such election. No fees,  commissions or other charges are incurred upon exercise
of an option.

                                       4
TRANSFERABILITY OF INCENTIVE AWARDS

         Options are not  transferable  except by will or by the laws of descent
and  distribution  or, if  permitted  by Rule  16b-3,  pursuant  to a  Qualified
Domestic Relations Order (as defined in Tax Code Section 414(p)),  and generally
are  exercisable  during the lifetime of the optionee only by such optionee,  or
his  guardian  or legal  representative.  No shares of  restricted  stock may be
assigned,  transferred,  pledged or hypothecated  until the restrictions on such
shares  have  lapsed  or been  removed  by the  Committee.  Upon the  death of a
participant,  his personal representative or beneficiary may exercise his rights
under the Plan.  The Plan  contains no provision  that permits  participants  to
withdraw from the Plan and terminate their interests therein.

CHANGE OF CONTROL

         The  Committee  may,  in its  discretion,  provide  that stock  options
granted to employees  under the Plan become fully  exercisable  upon a Change of
Control,  notwithstanding other conditions on exercisability in the stock option
agreement.  For purposes of the Plan, a "Change of Control"  occurs:  (i) when a
person  (or group of  persons  acting in  concert)  acquires  20% or more of the
outstanding  Common  Stock of the  Company,  (ii) when  there is a change in the
composition  of a  majority  of the  Board  when  compared  with  those  who are
currently  serving and any new members whose  nomination or election is approved
by a  majority  of the  current  Board,  or (iii) when the  shareholders  of the
Company approve a  reorganization,  merger or consolidation or other transaction
which  results in the  shareholders  of the  Company  prior to such  transaction
owning  less than 50% of the  corporation  resulting  from the  transaction,  or
approve a liquidation or dissolution of the Company.  Exceptions are made to the
first  change of control  definition  when (i) the  acquiror  obtains its shares
directly  from  the  Company,  (ii)  the  acquiror  is the  Company,  a  Company
subsidiary  or a Company  benefit  plan,  or (iii) the acquiror is a corporation
more than 50% of which  immediately  after such  acquisition is owned by persons
who were formerly the  shareholders  of the Company and such persons hold shares
in the acquiror in substantially  the same proportion as they previously held in
the Company.

         The Plan also  permits the  Committee  to take such other  actions with
respect to outstanding  incentive  awards as the Committee deems  appropriate in
the event of a Change of Control.

                        FEDERAL INCOME TAX CONSEQUENCES

         The following is a summary of the Federal  income tax  consequences  to
the Company and participants  under the Plan. It is general and does not purport
to be complete. There may also be applicable state and local taxes. In addition,
in some cases it may be  important  to  consider  the  effect,  if any, of gift,
estate and inheritance taxes.

         NO  REPRESENTATION  RESPECTING THE TAX TREATMENT OF ANY INCENTIVE AWARD
HAS BEEN MADE TO A PLAN  PARTICIPANT.  PLAN  PARTICIPANTS  ARE URGED TO  CONSULT
THEIR COUNSEL, ACCOUNTANTS, OR OTHER TAX ADVISORS REGARDING THE TAX CONSEQUENCES
OF  RESTRICTED  STOCK OR  OPTIONS  GRANTED  TO THEM IN  RELATION  TO  THEIR  OWN
PARTICULAR TAX SITUATION.

FOR PARTICIPANTS

         RESTRICTED  STOCK.  In general,  an employee who has received shares of
restricted  stock will include in gross income as compensation  income an amount
equal to the fair market value of the shares of restricted stock at the time the
restrictions lapse or are removed.  Such amount will be included in the tax year
in which such event occurs.

         NONSTATUTORY STOCK OPTIONS. All options granted under the Plan shall be
nonstatutory  in nature and shall not be entitled to special tax treatment under
Tax Code  Section 422.  Under  present  Federal  income tax law and existing and
temporary regulations subject to change at any time:

                                       5
(1)  Generally,  no  taxable  income  will  be  realized  by a
         participant  upon the grant of  nonstatutory  stock  options  under the
         Plan.

                  (2)  Upon  the  exercise  of  nonstatutory  stock  options,  a
         participant  will incur ordinary  income in the year of exercise to the
         extent  that the fair market  value of the Common  Stock on the date of
         exercise exceeds the option price.

         EXERCISE  OF  AN  OPTION  WITH   COMMON   STOCK.   Subject  to  certain
limitations,  a  participant  may pay any or all of the  purchase  price  on the
exercise of a stock  option by the  delivery  of Common  Stock.  Usually  when a
participant delivers shares of Common Stock in satisfaction of all, or any part,
of the purchase  price,  no taxable gain is  recognized on any  appreciation  in
value of the  previously  held Common  Stock.  In other  words,  even though the
delivered  shares are valued at their fair market  value for  purposes of paying
all or part of the option price,  the  participant is generally not taxed on the
difference between the fair market value and the tax basis of the shares.

         TAX BASIS OF COMMON  STOCK  RECEIVED  UPON  EXERCISE.  Ordinary  income
recognized  upon  receipt  of Common  Stock  under the Plan  will  increase  the
participant's  tax  basis for the  purpose  of  determining  gain or loss on the
subsequent  sale or  exchange  of the  Common  Stock.  Special  rules  apply  to
determine  the basis of shares of Common Stock  received  upon the exercise of a
stock option by the delivery of shares of previously owned Common Stock.

FOR THE COMPANY

         The Company usually will be entitled to a business expense deduction at
the time and in the amount that the  participant  recognizes  ordinary income in
connection  with an  incentive  award.  This  usually  occurs  upon the lapse or
removal  of the  restrictions  on  restricted  stock  or upon  the  exercise  of
nonstatutory  options.  In some cases,  such as the  exercise of a  nonstatutory
option,  the Company's  deduction is contingent  upon the Company's  meeting tax
withholding requirements.

         There can be  circumstances in which the Company may not be entitled to
a deduction  for certain  transfers of Common Stock or payments to a participant
upon the exercise of an incentive award that has been accelerated as a result of
a Change of  Control.  Recent tax  legislation,  enacted on August 10,  1993 and
effective  January 1, 1994,  generally  imposes a $1,000,000  limitation  on the
annual  compensation  deduction  allowable  to a publicly  held  corporation  in
respect  of its chief  executive  officer  and its other four most  highly  paid
officers (including any deduction with respect to the exercise of a nonstatutory
stock   option).   An  exception  is  provided  for  certain   performance-based
compensation if certain shareholder  approval and outside director  requirements
are  satisfied.   Because  of  certain  interpretational  issues  it  cannot  be
determined  at this time whether  incentive  awards  granted under the Plan will
qualify for this exception.

                             RESTRICTIONS ON RESALE

         All shares of  restricted  stock  issued  pursuant  to the Plan will be
subject to restrictions on resale as discussed above.

         The Plan  contains  no  restrictions  on the  resale  of  Common  Stock
 received upon exercise of a stock option. However,  officer optionees should be
 aware that they may be insiders under Section 16(b) of the Exchange Act, in
 which case they must pay to the Company  any profit made from a purchase  and
 sale,  or a sale and  purchase,  of  Common  Stock  within a  six-month
 period. Transactions subject to Section 16(b) may include the award, receipt
 and vesting of restricted stock and the receipt,  vesting and exercise of stock
 options, the delivery or retention of Common Stock to pay the exercise price of
 options or to satisfy tax  withholding  obligations,  and the resale of Common
 Stock  received from the Company. Transactions between the participant and the
 Company, in which no third parties are

                                       6
involved,  may be  eligible  for  exemption  pursuant  to Rule  16b-3  under the
Exchange Act.  Participants  who have questions  regarding the  applicability of
Section 16 are encouraged to contact the Company's Chief Financial Officer.

         Also,  the  securities  laws  impose  certain  limitations  on sales by
persons  who are  affiliates  of the  Company,  as defined in Rule 144 under the
Securities  Act of 1933,  as amended (the  "Securities  Act").  An affiliate may
resell such Common Stock only  pursuant to an effective  registration  statement
under the  Securities Act or an exemption  from such  registration,  such as the
exemption  provided  by Rule 144 under the  Securities  Act.  The Company has no
obligation  to  register  for  resale  any shares of Common  Stock  acquired  by
participants  and this Prospectus is not available to a participant for reoffers
or resales.

         PLAN  PARTICIPANTS  ARE URGED TO CONSULT WITH THEIR BROKERS,  FINANCIAL
ADVISERS,  AND SECURITIES COUNSEL TO DETERMINE THEIR PARTICULAR STATUS UNDER THE
SECURITIES  LAWS BEFORE  EFFECTING  ANY RESALES OF THE  COMPANY'S  COMMON  STOCK
RECEIVED PURSUANT TO THE PLAN.

                             ADDITIONAL INFORMATION

         The Company hereby  incorporates  by reference the following  documents
filed  or  to  be  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission");

         (a)      the Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1996;

         (b)      all other reports filed with the Commission pursuant to
                  Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                  as amended (the "Exchange Act"), since December 31, 1996,
                  including: the Company's Current Report on Form 8-K dated
                  October 31, 1996 (including Amendment No. 1 thereto on Form
                  8-K/A);

         (c)      the Company's Registration Statement on Form 8-A under the
                  Exchange Act; and

         (d)      from  the  date  of  filing  such  documents,   all  documents
                  subsequently  filed by the Company pursuant to Sections 13(a),
                  13(c),  14 and 15(d) of the Exchange Act,  prior to the filing
                  of  a  post-effective   amendment  which  indicates  that  all
                  securities  offered  have been sold or which  deregisters  all
                  such securities then remaining unsold.

         Upon  oral  or  written   request,   the  Company  will  provide  to  a
participant,  without charge,  copies of (i) any and all of the information that
has been  incorporated  by reference in this  document,  (ii) the Company's most
recent  annual  report  to  shareholders,  and (iii) if the  participant  is not
otherwise  receiving  such  material,  all reports,  proxy  statements and other
communications  distributed by the Company to its shareholders  generally.  Such
requests  should be directed to the  Company's  Chief  Financial  Officer at the
Company's business address:  306 East Main Street,  Richmond,  Virginia,  23219,
telephone number (804) 643-1761.

         Participants  may contact the Company's Chief Financial  Officer at the
address and telephone number listed above to obtain additional information about
the Plan and its administrators.

         The Company may distribute  from time to time to  participants  reports
showing the status of their grants under the Plan.

                                       7
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         Cornerstone   Realty  Income  Trust,   Inc.  (the   "Company")   hereby
incorporates  by  reference  into  this  Registration  Statement  the  following
documents which have been filed with the Securities and Exchange Commission (the
"Commission"):

         (a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;

         (b) all other  reports  filed with the  Commission  pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1996,  including: the Company's  Current  Report on
Form 8-K dated October 31, 1996 (including Amendment No. 1 thereto on Form
8-K/A); and

         (c)  the description of the Company's Common Shares appearing in its
Registration Statement on Form 8-A filed with the Commission on April 28, 1994
(No. 0-23954).

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be part hereof from the respective dates of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article 10 of the Virginia Stock Corporation Act (the "Act") allows, in
general, for indemnification,  in certain circumstances, by a corporation of any
person  threatened  with or made a party to any action,  suit or  proceeding  by
reason of the fact that he or she is, or was, a director,  officer,  employee or
agent of such corporation.  Indemnification is also authorized with respect to a
criminal act or proceeding  where the person had no reasonable  cause to believe
that his or her conduct was unlawful.  Article 9 of the Act provides limitations
on  damages  payable  by  officers  and  directors,  except in cases of  willful
misconduct  or  knowing  violation  of  criminal  law or any  federal  or  state
securities laws.

         Article  VI  of  the  Company's   Amended  and  Restated   Articles  of
Incorporation (the "Articles") provides that in every instance in which the Act,
and any amendments  thereto,  permits the limitation or elimination of liability
of  directors  or  officers  of  a  corporation   to  the   corporation  or  its
shareholders,  the  directors and officers of the Company shall not be liable to
the Company or its shareholders.

                                       1
The Articles  provide for mandatory  indemnification  of any individual
who is, was or is  threatened  to be made a party to a  proceeding  (including a
proceeding  by or in  the  right  of  the  Company  or by or on  behalf  of  its
shareholders)  because  such  individual  is or was a director or officer of the
Company  or of any legal  entity  controlled  by the  Company  or  because  such
individual is or was a fiduciary of any employee benefit plan established at the
direction  of the  Company,  against all  liabilities  and  reasonable  expenses
incurred  on account  of the  proceeding,  provided  that the  directors  of the
Company  (excluding  the  indemnified  party)  determine  in good faith that the
director's or officer's course of conduct which caused the loss or liability was
undertaken in good faith within what he  reasonably  believed to be the scope of
his authority  and for a purpose which he reasonably  believed to be in the best
interests  of the  Company or its  shareholders,  except  such  liabilities  and
expenses as are incurred  because of such  individual's  misconduct,  bad faith,
negligence, reckless disregard of duties or violation of the criminal law.

         The Company  maintains a standard  policy of officers'  and  directors'
liability  insurance.  The  Company  is  authorized  to  purchase  and  maintain
insurance against any liability it may have under the indemnification provisions
of the  Articles  or to protect  any of the  persons  named  above  against  any
liability arising from their service to the Company or any other legal entity at
the request of the  Company,  regardless  of the  Company's  power to  indemnify
against such liability.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8. EXHIBITS

Exhibit
Number                                    Description
------                                    -----------

4.1               Amended and Restated Articles of Incorporation of Cornerstone
                  Realty Income Trust, Inc. as amended (Incorporated by
                  reference to Exhibit 3.1 included in the Registrant's Report
                  on Form 10-Q for the Quarter ended June 30, 1995; File No.
                  0-23954).

4.2               Bylaws of Cornerstone Realty Income Trust, Inc. (Amended
                  through April 26, 1995) (Incorporated by reference to Exhibit
                  3.2 included in the Registrant's Report on Form 10-Q for the
                  Quarter ended June 30, 1995; File No. 0-23954).

5                 Opinion of McGuire, Woods, Battle & Boothe, L.L.P. as to the
                  legality of the securities being registered.

23.1              Consent of McGuire, Woods, Battle & Boothe, L.L.P. (included
                  as part of Exhibit 5).

23.2              Consent of Ernst & Young LLP.

23.3              Consent of L.P. Martin & Company, P.C.

24.1              Power of Attorney of Glade M. Knight.

24.2              Power of Attorney of Stanley J. Olander, Jr.

24.3              Power of Attorney of Glenn W. Bunting.

                                       2
24.4              Power of Attorney of Penelope W. Kyle.

24.5              Power of Attorney of Harry S. Taubenfeld.

24.6              Power of Attorney of Martin Zuckerbrod.

99                Cornerstone Realty Income Trust, Inc. 1992 Incentive Plan.

ITEM 9. UNDERTAKINGS

         The undersigned registrant hereby undertakes:

         (a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement;

                  (iii) To include any material  information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the registrant  pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.

              (2) That, for the purpose of determining  any liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (3) To  remove  from  registration  by means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b)  That,  for  purposes  of  determining   any  liability  under  the
Securities  Act,  each  filing of the  registrant's  annual  report  pursuant to
Section  13(a) or Section  15(d) of the  Exchange  Act that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       3
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,   in  the  City  of   Richmond,   Commonwealth   of   Virginia,   on
April 9, 1997.

CORNERSTONE REALTY INCOME TRUST, INC.

By:  /s/ Stanley J. Olander, Jr., Chief Financial Officer
     ----------------------------------------------------
         Stanley J. Olander, Jr., Chief Financial Officer

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.

              Signature              Capacities                  Date
              ---------              ----------                  ----

/s/*                           Director, President, and      April 9, 1997
------------------------------  Chief Executive Officer
Glade M. Knight

/s/*                            Director, Vice President,    April 9, 1997
------------------------------  Secretary and Chief
Stanley J. Olander, Jr.         Financial Officer

/s/*                            Director                     April 9, 1997
------------------------------
Glenn W. Bunting, Jr.

                                Director                     April 9, 1997
------------------------------
Leslie A. Grandis

/s/*                            Director                     April 9, 1997
------------------------------
Penelope W. Kyle

/s/*                            Director                     April 9, 1997
------------------------------
Harry S. Taubenfeld

/s/*                            Director                     April 9, 1997
------------------------------
Martin Zuckerbrod

*By:  /s/ Stanley J. Olander, Jr.
      ---------------------------
          Stanley J. Olander, Jr.,
          Attorney-in-Fact for the above-named persons
EXHIBIT INDEX

Exhibit                                                           Sequentially
Number                             Description                    Numbered Page
------                             -----------                    -------------

1                 Amended and Restated Articles of Incorporation
                  of Cornerstone Realty Income Trust, Inc. as
                  amended (Incorporated by reference to Exhibit
                  3.1 included in the Registrant's Report on Form
                  10-Q for the Quarter ended June 30, 1995; File No.
                  0-23954).

4.2               Bylaws of Cornerstone Realty Income Trust, Inc.
                  (Amended through April 26, 1995) (Incorporated
                  by reference to Exhibit 3.2 included in the
                  Registrant's Report on Form 10-Q for the
                  Quarter ended June 30, 1995; File No. 0-23954).

5                 Opinion of McGuire, Woods, Battle & Boothe, L.L.P.
                  as to the legality of the securities being registered.

23.1              Consent of McGuire, Woods, Battle & Boothe, L.L.P.
                  (included as part of Exhibit 5).

23.2              Consent of Ernst & Young LLP.

23.3              Consent of L.P. Martin & Company, P.C.

24.1              Power of Attorney of Glade M. Knight.

24.2              Power of Attorney of Stanley J. Olander, Jr.

24.3              Power of Attorney of Glenn W. Bunting.

24.4              Power of Attorney of Penelope W. Kyle.

24.5              Power of Attorney of Harry S. Taubenfeld.

24.6              Power of Attorney of Martin Zuckerbrod.

99                Cornerstone Realty Income Trust, Inc. 1992 Incentive Plan.