Filed   by  Cornerstone   Realty  Income  Trust,  Inc.
                          pursuant to Rule 425 under the  Securities Act of 1933
                          Subject Company: Cornerstone Realty Income Trust, Inc.
                                               Commission File Number: 333-56024


                                                         Contact: Mark M. Murphy
FOR IMMEDIATE RELEASE                                    (804) 643-1761 x231
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                   CORNERSTONE REALTY ANNOUNCES EXCHANGE OFFER
                        FOR CONVERTIBLE PREFERRED SHARES

RICHMOND,  Va.,  March 13,  2001 ----  Cornerstone  Realty  Income  Trust,  Inc.
(NYSE:TCR)  today  announced that it has commenced a tender offer for all of its
outstanding  Series A  Convertible  Preferred  Shares.  Cornerstone  is offering
either  two  common  shares  or one  common  share  and  $12.25 in cash for each
preferred share tendered.

         The tender offer will only be made  pursuant to the offering  materials
being distributed to current convertible preferred shareholders.  The offer will
expire at 5:00 p.m.  New York City time on April 12, 2001 unless  extended.  The
Board of Directors is not making any recommendation to the convertible preferred
shareholders  as to whether or not they should tender any shares pursuant to the
offer or what  form of  consideration  to  elect if  shares  are  tendered.  The
Prospectus,  Exchange Offer, Letter of Transmittal and other related information
are  being  mailed  to  the  company's  preferred  shareholders  of  record  and
beneficial owners of the company's preferred shares.

         Cornerstone  is  making  this  tender  offer  to  increase  its  common
shareholder equity base while improving its fixed charge coverage ratio and debt
plus preferred to total market capitalization ratio.  Additionally,  the company
believes the exchange offer will provide it with greater  financial  flexibility
in future financings and enhance opportunities for future growth.

         Mercury  Partners  LLC has been  engaged by the company to serve as its
financial advisor in connection with the exchange offer.  Founded in March 2000,
Mercury  Partners LLC provides  strategic and financial  services to many of the
nation's leading real estate companies. David Lerner Associates, Inc. is serving
as information agent for the exchange offer.

         This  press  release  is  for  informational  purposes  and  shall  not
constitute an offer to sell or the  solicitation  of any offer to buy, nor shall
there  be any  sale  of the  securities  in  any  state  in  which  such  offer,
solicitation   or  sale  would  be  unlawful  prior  to  the   registration   or
qualification   under  the  securities  laws  of  any  state.   The  company  is
distributing  to the holders of the Series A  Convertible  Preferred  Shares the
exchange offer materials (including a prospectus,  related letter of transmittal
and other offer documents) that contain  important  information  which should be
read  carefully  before any  decision  is made with  respect  to the offer.  The
prospectus,  the related letter of transmittal and certain other offer documents
are  available  at  the  Securities  and  Exchange   Commission's  web  site  at
http://www.sec.gov or from the company at Cornerstone Realty Income Trust, Inc.,
Investor Relations, 306 East Main Street, Richmond, Virginia 23219.

         Certain  statements  contained  herein may constitute  "forward-looking
statements"  within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934. Such forward-looking  statements involve known and unknown
risks,  uncertainties  and other  factors  that may cause  the  future  results,
performance or achievements of the company to be materially

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different  from any  forward-looking  statements.  Such factors  include,  among
others,  risks that the exchange offer and related  financing as described above
will not occur or will not be as successful as anticipated, and risks associated
with the timing of, costs associated with, and effects of property improvements,
other financing commitments and general competitive factors.

         Cornerstone   Realty  Income  Trust,   Inc.  is  a  fully   integrated,
self-managed  and  self-advised  real estate company that has operated as a REIT
since 1993.  The company  focuses on the ownership  and  management of apartment
communities  in select  markets in Virginia,  North  Carolina,  South  Carolina,
Georgia  and Texas.  Currently,  the  Company  owns 72  multifamily  communities
containing  18,076  apartment homes.  Further  information on Cornerstone may be
found on our web site at: http://www.cornerstonereit.com.

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