APPLE RESIDENTIAL INCOME TRUST INC
8-A12G, 1998-04-03
REAL ESTATE INVESTMENT TRUSTS
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                                    FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b)OR(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

       VIRGINIA                                       54-1816010
(State of incorporation                             (I.R.S Employer
or organization)                                    Identification No.)

306 EAST MAIN STREET
RICHMOND, VIRGINIA                                     23219
(Address of Principal                                 (Zip Code)
Executive Offices)

Securities to be registered pursuant to Section 12(b) of the Act:

                                      NONE

     If this form relates to the registration of a class of securities  pursuant
to  Section  12(b) of the  Exchange  Act and is  effective  pursuant  to General
Instruction A.(c), check the following box. [ ]

     If this form relates to the registration of a class of securities  pursuant
to  Section  12(g) of the  Exchange  Act and is  effective  pursuant  to General
Instruction A.(d), check the following box. [ X ]

     Securities  Act  registration  statement  file  number  to which  this form
     relates:

     ...N/A... (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

                                  COMMON SHARES

                                (Title of Class)

================================================================================


<PAGE>


     Item 1.  Description of Registrant's Securities to be Registered.
                  --------------------------------------------------------

         This  Registration  Statement  pertains to Common Shares (the "Shares")
         issued by Apple  Residential  Income  Trust,  Inc. (the  "Company").  A
         description of the Shares meeting the requirements of this item appears
         in the discussion under the heading  "Description of Capital Stock," on
         pages 59 through 61 of the Company's Prospectus dated November 19, 1996
         filed  pursuant to Rule 424  (b)(3)under  the Securities Act of 1993 on
         November 20,1996,  relating to the Company's  Registration Statement of
         Form  S-11,  File  No.  333-10635,  originally  declared  effective  on
         November 19,  1996,  which is  incorporated  herein by  reference.  All
         Shares currently issued and outstanding are in uncertificated form.




     Item 2.  Exhibits.
              ---------



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

         1.         Articles of Incorporation of Apple Residential Income Trust,
                    Inc.  (Incorporated by reference to Exhibit 3.1 filed in the
                    Company's  registration  statement  on Form  S-11;  File No.
                    333-10635).

         2.         Articles of Amendment to the  Articles of  Incorporation  of
                    Apple  Residential  Income  Trust,  Inc. (  Incorporated  by
                    reference to Exhibit 3.3 filed in the Company's registration
                    statement on Form S-11; File No. 333-10635).

         3.         Articles of Amendment to the  Articles of  Incorporation  of
                    Apple  Residential  Income  Trust,  Inc. (  Incorporated  by
                    reference to Exhibit 3.4 filed in the Company's registration
                    statement on Form S-11: File No. 333-10635).

         4.         Amended  and  Restated  Bylaws of Apple  Residential  Income
                    Trust,  Inc. ( Amended and  Restated  Through  December  19,
                    1997). ( Incorporated  by reference to Exhibit 3.5 filed in
                    the Company's  registration statement on Form S-11; File No.
                    333-10635).


<PAGE>



                                    Signature
                                    ---------


     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.



                                 APPLE RESIDENTIAL INCOME TRUST, INC.

                                 By:
                                      /s/ Glade M. Knight
                                    --------------------------------------------
                                     Glade M. Knight, Chairman,
                                     Chief Executive Officer and President







Date:  April  3,   1998


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