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 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                                      AND
                SPECIAL NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                                      AND
                        NON-EMPLOYEE DIRECTORS FEES PLAN
                           (Full titles of the plans)

         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>
<CAPTION>

                        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
<S>  <C>
        Common
        Shares               993,919 shares              $11.00                $10,933,109               $3,313.06
=======================  ====================== ======================== ========================  =====================
</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>



         Shares   registered  under  this   registration   statement  have  been
authorized for issuance as follows:

         1.       An aggregate of up to 927,000 shares of Common Stock have been
                  authorized for issuance under the 1992 Non-Employee Directors
                  Stock Option Plan;

         2.       An aggregate of 23,169 shares of Common Stock have been
                  authorized for issuance under the Special Non-Employee
                  Directors Stock Option Plan; and

         3.       An aggregate of up to 43,750  shares of Common Stock have been
                  authorized for issuance under the  NonEmployee  Directors Fees
                  Plan.

                                                         2

<PAGE>



                                   PROSPECTUS



                     CORNERSTONE REALTY INCOME TRUST, INC.
                 1992 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                                      AND
                SPECIAL NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                                      AND
                        NON-EMPLOYEE DIRECTORS FEES PLAN


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



         This  document   provides   information  about  the  1992  Non-Employee
Directors  Stock Option Plan of  Cornerstone  Realty  Income  Trust,  Inc.  (the
"Company"),  pursuant  to which up to  927,000  shares of the  Company's  common
stock, no par value (the "Common Stock"), may be issued to eligible directors of
the Company;  the Company's  Special  Non-Employee  Directors Stock Option Plan,
pursuant to which  23,169  shares of the Common  Stock may be issued to eligible
directors of the Company;  and the Company's  Non-Employee  Directors Fees Plan,
pursuant  to which up to  43,750  shares  of the  Common  Stock may be issued to
eligible directors 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......................................................4

TERMS OF AWARDS..................................................4
         Options  ...............................................4
         Stock    ...............................................5

FEDERAL INCOME TAX CONSEQUENCES..................................5
         For Participants........................................5
         For the Company.........................................6

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

ADDITIONAL INFORMATION...........................................6











                                       2

<PAGE>




                              GENERAL INFORMATION

         The Board of  Directors  (the  "Board")  of the Company has adopted the
1992  Non-Employee  Directors  Stock Option Plan,  as amended and restated  (the
"1992  Plan"),  which  became  effective  on  December  18,  1992;  the  Special
Non-Employee  Directors  Stock Option Plan (the  "Special  Plan"),  which became
effective on January 25, 1996;  and the  Non-Employee  Directors  Fees Plan (the
"Fees Plan"),  which became  effective on September 26, 1996  (collectively  the
"Plans").

         The 1992 Plan is intended to promote long-term shareholder value and to
provide  non-employee  members of the Board with an  incentive  to  continue  as
directors  of the Company.  The 1992 Plan will  terminate on July 8, 2004 unless
earlier terminated upon the adoption of a resolution by the Board. The 1992 Plan
is administered by the Board. The Board may suspend or discontinue the 1992 Plan
or revise or amend the 1992 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 1992 Plan or  materially  increase the benefits
accruing to participants under the 1992 Plan.

         The  purpose of the Special  Plan is to provide for a special  one-time
grant of stock  options to three  former  members of the Board who did not stand
for  re-election at the Company's 1996 Annual Meeting of  Shareholders  (but who
were still members of the Board at the time of grant),  in  recognition of their
valuable  service and their  loyalty to the  Company.  Each  optionee  under the
Special Plan has received an option to purchase  7,723 shares of Company  stock.
The Special Plan will  terminate on January 25, 2006 unless  earlier  terminated
upon the adoption of a resolution of the Board. The Special Plan is administered
by the Board. The Board may suspend or discontinue the Special Plan or revise or
amend the Special Plan in any manner.

         The purpose of the Fees Plan is to promote long-term  shareholder value
by increasing  Common Stock ownership by the non-employee  members of the Board,
and thereby aligning their interests with those of other shareholders.  The Fees
Plan will terminate on September 26, 2006,  unless earlier  terminated  upon the
adoption of a  resolution  by the Board.  The Fees Plan is  administered  by the
Board,  which may suspend or discontinue  the Fees Plan or revise or amend it in
any manner.

         None  of the  Plans  are  subject  to any  provisions  of the  Employee
Retirement  Income  Security Act of 1974 nor is any 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
1992 Plan and the Special  Plan are intended to be general in nature and may not
in every instance be complete.  Reference is made to those written Plans, copies
of which will be provided,  without charge,  upon written or oral request to the
Company's Chief Financial Officer. Statements in this Prospectus with respect to
the Fees Plan are similarly  intended to be general in nature,  and reference is
made to the Resolution of the Board of Directors of the Company, dated September
26, 1996 ("the "Authorizing  Resolution")  authorizing  issuance of shares under
that Plan, copies of which are also available,  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 written Plan and the Authorizing Resolution.


                         SHARES AVAILABLE FOR ISSUANCE

         A total  of up to  927,000  shares  of  Common  Stock is  reserved  for
issuance  under  the 1992  Plan,  a total of 23,169  shares  of Common  Stock is
reserved for issuance under the Special Plan, and a total of up to 43,750 shares
of Common Stock is reserved for issuance under the Fees Plan.  Shares  allocable
to options  under the 1992 Plan that expire or otherwise  terminate  unexercised
may again be  subjected  to an award  under the 1992 Plan.  The number of shares
available  for an award  under the 1992 Plan will  include  the number of shares
surrendered by an optionee

                                       3

<PAGE>



or retained by the Company in payment of applicable  withholding  taxes.  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 1992 Plan and the
Special Plan, the number and kind of shares to be issued under outstanding stock
option awards, the exercise price and other relevant provisions.


                                  ELIGIBILITY

         The 1992 Plan defines "Eligible  Directors," eligible to receive option
awards under the 1992 Plan,  as including  all  directors  who are not otherwise
employees of the Company or any of its  subsidiaries  and who were not employees
thereof  for a period of at least one year  before the date of grant (as defined
in the 1992 Plan).  Options have been and will be awarded  automatically  to the
Eligible Directors under the 1992 Plan as follows: (i) as of the initial closing
of a 1992 offering,  each Eligible Director  automatically received an option to
purchase  500  shares of Common  Stock  plus  0.0125% of the number of shares of
Common Stock in excess of a minimum  offering of  1,000,000  shares sold by such
initial closing;  (ii) as of each subsequent closing of the 1992 offering before
June 1,  1994,  each  Eligible  Director  automatically  received  an  option to
purchase  0.0125%  of the  number of shares of Common  Stock sold since the last
closing of the  offering;  (iii) as of each June 1 during the years 1994 through
1998 (inclusive),  each Eligible Director shall automatically  receive an option
to  purchase  0.02% of the total  number of shares of Common  Stock  issued  and
outstanding  on that date;  (iv) as of the  effective  date of the amendment and
restatement  of the 1992  Plan in 1994,  each  Eligible  Director  automatically
received an option to purchase 5,000 shares of Company Stock;  and (v) as of the
election as a director of any new person who qualifies as an Eligible  Director,
such Eligible Director shall  automatically  receive an option to purchase 5,000
shares of Common Stock.


         On January 25, 1996,  options  were  granted  under the Special Plan to
"Eligible  Directors,"  defined in the Special Plan to include all directors (i)
who are not otherwise  employees of the Company or any of its  subsidiaries  and
who were not employees thereof for a period of at least one year before the date
of grant (as defined in the Special Plan), and (ii) who were not expected to and
did not stand for  reelection to the Board at the Company's  1996 Annual Meeting
of Shareholders.  The Special Plan further provides that the directors  eligible
under the Special Plan are Phillip H. Kirkpatrick,  William P. Graham and Edward
L. Marcus.

         The eligibility  requirements for directors to receive shares under the
Fees  Plan are the  same as the  eligibility  requirements  for the  receipt  of
options  under  the  1992  Plan.  Pursuant  to  the  Authorizing   Resolution,
non-employee  directors  will receive an annual fee of $10,000,  of which $5,000
will be paid in cash and  $5,000  will be paid in  shares of  Common  Stock.  No
shares have yet been issued under the Fees Plan.

                                TERMS OF AWARDS

OPTIONS

         No  option  issued  under  the  1992  Plan or the  Special  Plan may be
exercised  earlier than six months after the date of grant, and no option issued
under either of those Plans may be exercised  after the first to occur of (i) 10
years from the date of grant, (ii) three years following the optionee's  ceasing
to be a  director  of the  Company  (other  than by  death),  or (iii)  one year
following the optionee's death.

         The  participant  does  not  pay  any  monetary  consideration  for the
granting of the  options.  The 1992 Plan and the Special  Plan  provide 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 Special  Plan further  provides  that the
fair  market  value on the date of grant of options  under the  Special  Plan is
deemed to be $11.00 per share.  The  exercise  price of an option may be paid in
cash or 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.  At the time of  exercise,  the Company has the right to retain
shares of the Common Stock otherwise remittable to the optionee under the option
to cover the Company's income tax

                                       4

<PAGE>



withholding  obligations,   subject  to  the  optionee's  right  to  make  other
arrangements  satisfactory  to the  Company  for the  payment of all  applicable
withholding  taxes.  No fees,  commissions  or other  charges are incurred  upon
exercise of an option.

     Options are not  transferable  except by will or by the laws of descent and
distribution  and generally are exercisable  during the lifetime of the optionee
only by such  optionee.  The 1992 Plan and the Special Plan contain no provision
that  permits  participants  to withdraw  from those Plans and  terminate  their
interests  therein,  and  those  Plans  prohibit  participants  from  assigning,
pledging, or hypothecating their options or their interests therein.

         If the  Company  is party to a  consolidation  or a merger in which the
Company is not the  surviving  corporation,  a  transaction  that results in the
acquisition of substantially all of the Company's  outstanding stock by a single
person or entity,  or a sale or transfer of  substantially  all of the Company's
assets,  the Board may take such actions as it deems appropriate with respect to
outstanding options.

STOCK

         Shares issued  pursuant to the Fees Plan are subject to no restrictions
under  the  terms  set  forth in the  Authorizing  Resolution.  The  Authorizing
Resolution for the Fees Plan contains no provision that permits participants  to
withdraw from the Plan and terminate their interests therein.


                        FEDERAL INCOME TAX CONSEQUENCES

         The following is a summary of the Federal  income tax  consequences  to
the Company and participants under the Plans. 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 OPTION 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
OPTIONS GRANTED TO THEM IN RELATION TO THEIR OWN PARTICULAR TAX SITUATION.


FOR PARTICIPANTS

         STOCK.  In general,  a director who has received shares of Common Stock
will include in gross income as compensation  income an amount equal to the fair
market  value of the shares of stock at the time of  receipt of the stock.  Such
amount will be included in the tax year in which the stock is received.

         NONSTATUTORY  STOCK OPTIONS.  All options granted under the Plans 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:

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

                  (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.  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

                                       5

<PAGE>



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 Plans 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 option  award or the  issuance of shares of Common  Stock in
partial payment of directors' fees. With respect to nonstatutory  options,  this
usually  occurs upon exercise of the options.  With respect to Common Stock,  it
usually occurs upon receipt of the shares.


                             RESTRICTIONS ON RESALE

         The Plans  contain  no  restrictions  on the  resale  of  Common  Stock
received  in partial  payment of  directors'  fees or upon  exercise  of a stock
option.  However,  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.

         In addition,  under  Section 16(b) of the Exchange Act, a director 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 receipt,  vesting and exercise of stock  options,
the  delivery  or  retention  of Common  Stock to pay the  exercise  price or to
satisfy tax withholding obligations and the resale of Common Stock received upon
exercise.  Transactions  between the director and the Company, in which no third
parties are 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.


                             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);

                                       6

<PAGE>


         (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 Plans.


                                       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.

99.1              Cornerstone Realty Income Trust, Inc. 1992 Non-Employee
                  Directors Stock Option Plan.

99.2              Cornerstone Realty Income Trust, Inc. Special Non-Employee
                  Directors Stock Option Plan.

99.3              Resolution of the Board of Directors of the Company, dated
                  January 26, 1996, authorizing Non- Employee Directors Fees
                  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

                                       3

<PAGE>



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.

                                       4

<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.

<TABLE>
<CAPTION>


              Signature                            Capacities                  Date
<S>  <C>

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


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


                                       5

<PAGE>


                                 EXHIBIT INDEX

Exhibit                                                                                     Sequentially
Number                                  Description                                         Numbered Page


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.

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.

99.1              Cornerstone Realty Income Trust, Inc. 1992 Non-Employee
                  Directors Stock Option Plan.

99.2              Cornerstone Realty Income Trust, Inc. Special Non-Employee
                  Directors Stock Option Plan.

99.3              Resolution  of the Board of Directors  of the  Company,  dated
                  September 26, 1996,  authorizing  Non-Employee  Directors Fees
                  Plan.


                                       6


</TABLE>
[{"type": "S-8", "sequence": "1", "description": "CORNERSTONE REALTY INCOME TRUST, INC.  S-8", "secsgml_size_bytes": 39576}]
{"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": "333-24871", "film-number": "97577532"}, "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 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                                      AND
                SPECIAL NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                                      AND
                        NON-EMPLOYEE DIRECTORS FEES PLAN
                           (Full titles of the plans)

         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               993,919 shares              $11.00                $10,933,109               $3,313.06
=======================  ====================== ======================== ========================  =====================
(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
Shares   registered  under  this   registration   statement  have  been
authorized for issuance as follows:

         1.       An aggregate of up to 927,000 shares of Common Stock have been
                  authorized for issuance under the 1992 Non-Employee Directors
                  Stock Option Plan;

         2.       An aggregate of 23,169 shares of Common Stock have been
                  authorized for issuance under the Special Non-Employee
                  Directors Stock Option Plan; and

         3.       An aggregate of up to 43,750  shares of Common Stock have been
                  authorized for issuance under the  NonEmployee  Directors Fees
                  Plan.

                                                         2
PROSPECTUS

                     CORNERSTONE REALTY INCOME TRUST, INC.
                 1992 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                                      AND
                SPECIAL NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                                      AND
                        NON-EMPLOYEE DIRECTORS FEES PLAN

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

         This  document   provides   information  about  the  1992  Non-Employee
Directors  Stock Option Plan of  Cornerstone  Realty  Income  Trust,  Inc.  (the
"Company"),  pursuant  to which up to  927,000  shares of the  Company's  common
stock, no par value (the "Common Stock"), may be issued to eligible directors of
the Company;  the Company's  Special  Non-Employee  Directors Stock Option Plan,
pursuant to which  23,169  shares of the Common  Stock may be issued to eligible
directors of the Company;  and the Company's  Non-Employee  Directors Fees Plan,
pursuant  to which up to  43,750  shares  of the  Common  Stock may be issued to
eligible directors 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......................................................4

TERMS OF AWARDS..................................................4
         Options  ...............................................4
         Stock    ...............................................5

FEDERAL INCOME TAX CONSEQUENCES..................................5
         For Participants........................................5
         For the Company.........................................6

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

ADDITIONAL INFORMATION...........................................6

                                       2
GENERAL INFORMATION

         The Board of  Directors  (the  "Board")  of the Company has adopted the
1992  Non-Employee  Directors  Stock Option Plan,  as amended and restated  (the
"1992  Plan"),  which  became  effective  on  December  18,  1992;  the  Special
Non-Employee  Directors  Stock Option Plan (the  "Special  Plan"),  which became
effective on January 25, 1996;  and the  Non-Employee  Directors  Fees Plan (the
"Fees Plan"),  which became  effective on September 26, 1996  (collectively  the
"Plans").

         The 1992 Plan is intended to promote long-term shareholder value and to
provide  non-employee  members of the Board with an  incentive  to  continue  as
directors  of the Company.  The 1992 Plan will  terminate on July 8, 2004 unless
earlier terminated upon the adoption of a resolution by the Board. The 1992 Plan
is administered by the Board. The Board may suspend or discontinue the 1992 Plan
or revise or amend the 1992 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 1992 Plan or  materially  increase the benefits
accruing to participants under the 1992 Plan.

         The  purpose of the Special  Plan is to provide for a special  one-time
grant of stock  options to three  former  members of the Board who did not stand
for  re-election at the Company's 1996 Annual Meeting of  Shareholders  (but who
were still members of the Board at the time of grant),  in  recognition of their
valuable  service and their  loyalty to the  Company.  Each  optionee  under the
Special Plan has received an option to purchase  7,723 shares of Company  stock.
The Special Plan will  terminate on January 25, 2006 unless  earlier  terminated
upon the adoption of a resolution of the Board. The Special Plan is administered
by the Board. The Board may suspend or discontinue the Special Plan or revise or
amend the Special Plan in any manner.

         The purpose of the Fees Plan is to promote long-term  shareholder value
by increasing  Common Stock ownership by the non-employee  members of the Board,
and thereby aligning their interests with those of other shareholders.  The Fees
Plan will terminate on September 26, 2006,  unless earlier  terminated  upon the
adoption of a  resolution  by the Board.  The Fees Plan is  administered  by the
Board,  which may suspend or discontinue  the Fees Plan or revise or amend it in
any manner.

         None  of the  Plans  are  subject  to any  provisions  of the  Employee
Retirement  Income  Security Act of 1974 nor is any 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
1992 Plan and the Special  Plan are intended to be general in nature and may not
in every instance be complete.  Reference is made to those written Plans, copies
of which will be provided,  without charge,  upon written or oral request to the
Company's Chief Financial Officer. Statements in this Prospectus with respect to
the Fees Plan are similarly  intended to be general in nature,  and reference is
made to the Resolution of the Board of Directors of the Company, dated September
26, 1996 ("the "Authorizing  Resolution")  authorizing  issuance of shares under
that Plan, copies of which are also available,  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 written Plan and the Authorizing Resolution.

                         SHARES AVAILABLE FOR ISSUANCE

         A total  of up to  927,000  shares  of  Common  Stock is  reserved  for
issuance  under  the 1992  Plan,  a total of 23,169  shares  of Common  Stock is
reserved for issuance under the Special Plan, and a total of up to 43,750 shares
of Common Stock is reserved for issuance under the Fees Plan.  Shares  allocable
to options  under the 1992 Plan that expire or otherwise  terminate  unexercised
may again be  subjected  to an award  under the 1992 Plan.  The number of shares
available  for an award  under the 1992 Plan will  include  the number of shares
surrendered by an optionee

                                       3
or retained by the Company in payment of applicable  withholding  taxes.  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 1992 Plan and the
Special Plan, the number and kind of shares to be issued under outstanding stock
option awards, the exercise price and other relevant provisions.

                                  ELIGIBILITY

         The 1992 Plan defines "Eligible  Directors," eligible to receive option
awards under the 1992 Plan,  as including  all  directors  who are not otherwise
employees of the Company or any of its  subsidiaries  and who were not employees
thereof  for a period of at least one year  before the date of grant (as defined
in the 1992 Plan).  Options have been and will be awarded  automatically  to the
Eligible Directors under the 1992 Plan as follows: (i) as of the initial closing
of a 1992 offering,  each Eligible Director  automatically received an option to
purchase  500  shares of Common  Stock  plus  0.0125% of the number of shares of
Common Stock in excess of a minimum  offering of  1,000,000  shares sold by such
initial closing;  (ii) as of each subsequent closing of the 1992 offering before
June 1,  1994,  each  Eligible  Director  automatically  received  an  option to
purchase  0.0125%  of the  number of shares of Common  Stock sold since the last
closing of the  offering;  (iii) as of each June 1 during the years 1994 through
1998 (inclusive),  each Eligible Director shall automatically  receive an option
to  purchase  0.02% of the total  number of shares of Common  Stock  issued  and
outstanding  on that date;  (iv) as of the  effective  date of the amendment and
restatement  of the 1992  Plan in 1994,  each  Eligible  Director  automatically
received an option to purchase 5,000 shares of Company Stock;  and (v) as of the
election as a director of any new person who qualifies as an Eligible  Director,
such Eligible Director shall  automatically  receive an option to purchase 5,000
shares of Common Stock.

         On January 25, 1996,  options  were  granted  under the Special Plan to
"Eligible  Directors,"  defined in the Special Plan to include all directors (i)
who are not otherwise  employees of the Company or any of its  subsidiaries  and
who were not employees thereof for a period of at least one year before the date
of grant (as defined in the Special Plan), and (ii) who were not expected to and
did not stand for  reelection to the Board at the Company's  1996 Annual Meeting
of Shareholders.  The Special Plan further provides that the directors  eligible
under the Special Plan are Phillip H. Kirkpatrick,  William P. Graham and Edward
L. Marcus.

         The eligibility  requirements for directors to receive shares under the
Fees  Plan are the  same as the  eligibility  requirements  for the  receipt  of
options  under  the  1992  Plan.  Pursuant  to  the  Authorizing   Resolution,
non-employee  directors  will receive an annual fee of $10,000,  of which $5,000
will be paid in cash and  $5,000  will be paid in  shares of  Common  Stock.  No
shares have yet been issued under the Fees Plan.

                                TERMS OF AWARDS

OPTIONS

         No  option  issued  under  the  1992  Plan or the  Special  Plan may be
exercised  earlier than six months after the date of grant, and no option issued
under either of those Plans may be exercised  after the first to occur of (i) 10
years from the date of grant, (ii) three years following the optionee's  ceasing
to be a  director  of the  Company  (other  than by  death),  or (iii)  one year
following the optionee's death.

         The  participant  does  not  pay  any  monetary  consideration  for the
granting of the  options.  The 1992 Plan and the Special  Plan  provide 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 Special  Plan further  provides  that the
fair  market  value on the date of grant of options  under the  Special  Plan is
deemed to be $11.00 per share.  The  exercise  price of an option may be paid in
cash or 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.  At the time of  exercise,  the Company has the right to retain
shares of the Common Stock otherwise remittable to the optionee under the option
to cover the Company's income tax

                                       4
withholding  obligations,   subject  to  the  optionee's  right  to  make  other
arrangements  satisfactory  to the  Company  for the  payment of all  applicable
withholding  taxes.  No fees,  commissions  or other  charges are incurred  upon
exercise of an option.

     Options are not  transferable  except by will or by the laws of descent and
distribution  and generally are exercisable  during the lifetime of the optionee
only by such  optionee.  The 1992 Plan and the Special Plan contain no provision
that  permits  participants  to withdraw  from those Plans and  terminate  their
interests  therein,  and  those  Plans  prohibit  participants  from  assigning,
pledging, or hypothecating their options or their interests therein.

         If the  Company  is party to a  consolidation  or a merger in which the
Company is not the  surviving  corporation,  a  transaction  that results in the
acquisition of substantially all of the Company's  outstanding stock by a single
person or entity,  or a sale or transfer of  substantially  all of the Company's
assets,  the Board may take such actions as it deems appropriate with respect to
outstanding options.

STOCK

         Shares issued  pursuant to the Fees Plan are subject to no restrictions
under  the  terms  set  forth in the  Authorizing  Resolution.  The  Authorizing
Resolution for the Fees Plan contains no provision that permits participants  to
withdraw from the Plan and terminate their interests therein.

                        FEDERAL INCOME TAX CONSEQUENCES

         The following is a summary of the Federal  income tax  consequences  to
the Company and participants under the Plans. 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 OPTION 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
OPTIONS GRANTED TO THEM IN RELATION TO THEIR OWN PARTICULAR TAX SITUATION.

FOR PARTICIPANTS

         STOCK.  In general,  a director who has received shares of Common Stock
will include in gross income as compensation  income an amount equal to the fair
market  value of the shares of stock at the time of  receipt of the stock.  Such
amount will be included in the tax year in which the stock is received.

         NONSTATUTORY  STOCK OPTIONS.  All options granted under the Plans 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:

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

                  (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.  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

                                       5
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 Plans 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 option  award or the  issuance of shares of Common  Stock in
partial payment of directors' fees. With respect to nonstatutory  options,  this
usually  occurs upon exercise of the options.  With respect to Common Stock,  it
usually occurs upon receipt of the shares.

                             RESTRICTIONS ON RESALE

         The Plans  contain  no  restrictions  on the  resale  of  Common  Stock
received  in partial  payment of  directors'  fees or upon  exercise  of a stock
option.  However,  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.

         In addition,  under  Section 16(b) of the Exchange Act, a director 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 receipt,  vesting and exercise of stock  options,
the  delivery  or  retention  of Common  Stock to pay the  exercise  price or to
satisfy tax withholding obligations and the resale of Common Stock received upon
exercise.  Transactions  between the director and the Company, in which no third
parties are 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.

                             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);

                                       6
(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 Plans.

                                       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.

99.1              Cornerstone Realty Income Trust, Inc. 1992 Non-Employee
                  Directors Stock Option Plan.

99.2              Cornerstone Realty Income Trust, Inc. Special Non-Employee
                  Directors Stock Option Plan.

99.3              Resolution of the Board of Directors of the Company, dated
                  January 26, 1996, authorizing Non- Employee Directors Fees
                  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

                                       3
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.

                                       4
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
Glade M. Knight                             Chief Executive Officer

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

                                       5
EXHIBIT INDEX

Exhibit                                                                                     Sequentially
Number                                  Description                                         Numbered Page

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.

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.

99.1              Cornerstone Realty Income Trust, Inc. 1992 Non-Employee
                  Directors Stock Option Plan.

99.2              Cornerstone Realty Income Trust, Inc. Special Non-Employee
                  Directors Stock Option Plan.

99.3              Resolution  of the Board of Directors  of the  Company,  dated
                  September 26, 1996,  authorizing  Non-Employee  Directors Fees
                  Plan.

                                       6