UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-K/A
                                 AMENDMENT NO. 1 TO
                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                     Date of Original Report: March 23, 2001


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



                                                                            
                VIRGINIA                             001-12875                          54-1589139
      (State or other jurisdiction                  (Commission                      (I.R.S. Employer
            of incorporation)                       File Number)                  Identification Number)


        306 EAST MAIN STREET, RICHMOND, VA                                               23219
     (Address of principal executive offices)                                          (Zip Code)



                                 (804) 643-1761
              (Registrant's telephone number, including area code)

The Company hereby amends Item 7.c of its Current Report on Form 8-K dated March
23, 2001 as follows:

ITEM 7.   Financial Statements and Exhibits

c.  Exhibits.

4.1  Promissory Note dated March 23, 2001 in the principal amount of $12,750,000
     made payable by CRIT-VA II, Inc. to First Union National Bank, with respect
     to the Greenbrier Apartments in Fredericksburg, Virginia. (FILED HEREWITH)

4.2  Indemnity and Guaranty Agreement dated as of March 23, 2001 by Cornerstone
     Realty Income Trust, Inc. as Indemnitor in favor of First Union National
     Bank as Lender, in connection with a $12,750,000 loan to CRIT-VA II, Inc.
     as Borrower, with respect to the Greenbrier Apartments in Fredericksburg,
     Virginia. (FILED HEREWITH)



4.3  Deed of Trust and Security Agreement dated as of March 23, 2001, from
     CRIT-VA II, Inc., as Grantor, to TRSTE, Inc. as Trustee for First Union
     National Bank, the Beneficiary with respect to the Greenbrier Apartments in
     Fredericksburg, Virginia. (FILED HEREWITH)

4.4  Assignment of Warranties and Other Contract Rights dated as of March 23,
     2001 from CRIT-VA II, Inc. as Borrower to First Union National Bank as
     Lender with respect to the Greenbrier Apartments in Fredericksburg,
     Virginia. (FILED HEREWITH)

4.5  Assignment of Leases and Rents dated as of March 23, 2001 by CRIT-VA II,
     Inc. as Assignor in favor of First Union National Bank as Assignee with
     respect to the Greenbrier Apartments in Fredericksburg, Virginia. (FILED
     HEREWITH)

4.6  Consent and Agreement of Manager dated as of March 23, 2001 by CRIT-VA II,
     Inc. as Borrower in favor of First Union National Bank as Lender with
     respect to the Greenbrier Apartments in Fredericksburg, Virginia. (FILED
     HEREWITH)

4.7  Environmental Indemnity Agreement dated as of March 23, 2001 by CRIT-VA II,
     Inc. and Cornerstone Realty Income Trust, Inc., as Indemnitors, in favor of
     First Union National Bank, as Lender, with respect to the Greenbrier
     Apartments in Fredericksburg, Virginia. (FILED HEREWITH)

4.8  Receipt and Closing Certificate dated March 23, 2001 by CRIT-VA II, Inc. as
     Borrower and Cornerstone Realty Income Trust, Inc. as Guarantor in favor of
     First  Union  National  Bank,  as Lender,  with  respect to the  Greenbrier
     Apartments in Fredericksburg, Virginia. (FILED HEREWITH)

4.9  Schedule  setting forth  information  on six  substantially  identical pro-
     missory  notes  dated  March 23,  2001 in various  principal  amounts  made
     payable to the order of First Union National Bank. (FILED HEREWITH)

4.10 Schedule setting forth information on six substantially identical Indemnity
     and Guaranty  Agreements  dated as of March 23, 2001 by Cornerstone  Realty
     Income Trust,  Inc. as Indemnitor in favor of First Union  National Bank as
     Lender. (FILED HEREWITH)

4.11 Schedule setting forth information on six substantially  identical Deeds of
     Trust  dated as of  March  23,  2001  with  First  Union  National  Bank as
     Beneficiary. (FILED HEREWITH)

4.12 Schedule  setting  forth   information  on  six   substantially   identical
     Assignments of Warranties  and Other Contract  Rights dated as of March 23,
     2001 to First Union National Bank as Lender. (FILED HEREWITH)

4.13 Schedule  setting  forth   information  on  six   substantially   identical
     Assignments  of Leases and Rents  dated as of March 23, 2001 to First Union
     National Bank as Assignee. (FILED HEREWITH)



4.14 Schedule setting forth information on six substantially  identical Consents
     and  Agreements  of  Manager  dated as of March 23,  2001 in favor of First
     Union National Bank. (FILED HEREWITH)

4.15 Schedule  setting  forth   information  on  six   substantially   identical
     Environmental  Indemnity  Agreements dated as of March 23, 2001 in favor of
     First Union National Bank. (FILED HEREWITH)

4.16 Schedule setting forth information on six  substantially  identical Receipt
     and  Closing  Certificates  dated  March 23,  2001 in favor of First  Union
     National Bank. (FILED HEREWITH)

10.1 CRIT-VA II, Inc. Articles of Incorporation. (FILED HEREWITH)

10.2 CRIT-VA II, Inc. Bylaws. (FILED HEREWITH)

10.3 Property  Management  Agreement  dated as of March 23, 2001 between CRIT-VA
     II, Inc. as Owner and  Cornerstone  Realty Income  Trust,  Inc. as Manager.
     (FILED HEREWITH)

10.4 CRIT Special II, Inc. Articles of Incorporation. (FILED HEREWITH)

10.5 CRIT Special II, Inc. Bylaws. (FILED HEREWITH)

10.6 Operating Agreement of CRIT-NC III, LLC. (FILED HEREWITH)

10.7 Property  Management  Agreement  dated as of March 23, 2001 between CRIT-NC
     III, LLC as Owner and  Cornerstone  Realty Income  Trust,  Inc. as Manager.
     (FILED HEREWITH)

10.8 CAC II Special General, Inc. Articles of Incorporation. (FILED HEREWITH)

10.9 CAC II Special General, Inc. Bylaws. (FILED HEREWITH)

10.10 CAC II Special Limited, Inc. Articles of Incorporation. (FILED HEREWITH)

10.11 CAC II Special Limited, Inc. Bylaws. (FILED HEREWITH)

10.12 Limited  Partnership  Agreement  of  CAC  II  Limited  Partnership. (FILED
      HEREWITH)

10.13 Property  Management Agreement  dated as of March 23, 2001  between CAC II
      Limited  Partnership  as Owner and Apple General,  Inc. as Manager. (FILED
      HEREWITH)




                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                      Cornerstone Realty Income Trust, Inc.


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


                                      April 13, 2001