Exhibit 4.2


                                      NOTE
                                      ----

$30,000,000                                                      August 28, 1997

         FOR VALUE RECEIVED,  the undersigned,  CORNERSTONE REALTY INCOME TRUST,
INC., a corporation organized under the laws of Virginia (the "Borrower") hereby
promises to pay to the order of FIRST UNION NATIONAL BANK (the "Lender"), at the
times, at the place and in the manner  provided in the Line of Credit  Agreement
hereinafter  referred  to, the  principal  sum of up to Thirty  Million  Dollars
($30,000,000),  or, if less, the aggregate  unpaid principal amount of all Loans
disbursed  by the Lender under the Line of Credit  Agreement  referred to below,
together  with interest at the rates as in effect from time to time with respect
to each  portion of the  principal  amount  hereof,  determined  and  payable as
provided in Article II of the Line of Credit Agreement.

         This Note is a Note referred to in, and is entitled to the benefits of,
the Line of Credit  Agreement dated as of August 28, 1997 (as amended,  restated
or otherwise  modified,  the "Line of Credit Agreement")  between Borrower,  the
lenders  party  thereto and First Union  National Bank as Agent for the Lenders.
The Line of Credit Agreement  contains,  among other things,  provisions for the
time,  place and  manner of  payment  of this  Note,  the  determination  of the
interest rate borne by and fees payable in respect of this Note, acceleration of
the payment of this Note upon the  happening  of certain  stated  events and the
mandatory repayment of this Note under certain circumstances.

         The Borrower  agrees to pay on demand all actual  costs of  collection,
including  reasonable  attorneys'  fees, if any part of this Note,  principal or
interest, is collected after maturity with the aid of an attorney.

         Presentment  for  payment,  notice of  dishonor,  protest and notice of
protest are hereby waived.

         THIS NOTE SHALL BE  CONSTRUED  IN  ACCORDANCE  WITH AND GOVERNED BY THE
LAWS OF THE COMMONWEALTH OF VIRGINIA.

         IN WITNESS  WHEREOF,  the  Borrower has caused this Note to be executed
under  seal by a duly  authorized  officer  as of the day and year  first  above
written.


[CORPORATE SEAL]                    CORNERSTONE REALTY INCOME TRUST, INC.

                                    By: /s/ Glade M. Knight
                                       -----------------------------------------
                                    Name: Glade M. Knight
                                         ---------------------------------------
                                    Title: Chief Executive Officer and President
                                          --------------------------------------