CORNERSTONE REALTY INCOME TRUST INC
8-K/A, 1998-10-26
REAL ESTATE INVESTMENT TRUSTS
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                       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: August 12, 1998

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

       VIRGINIA     `            1-12875                  54-1589139
      (State of                (Commission               (IRS Employer
     Incorporation)            File Number)            Identification No.)

         306 East Main Street
         Richmond, Virginia                          23219
         (Address of principal                       (Zip Code)
          executive offices)

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


<PAGE>




                      CORNERSTONE REALTY INCOME TRUST, INC.

                                   FORM 8-K/A

                                      Index

Item 7. Financial Statements and Pro Forma Financial Information.

     The Company hereby amends Items 7.a. and 7.b. of its Current Report on Form
8-K dated August 12, 1998 as follows:


<PAGE>




                               ITEMS 7.a. and 7.b.

     The Company is unable to provide an audited financial statement relative to
the Spring Lake  Apartments.  However,  the  Company's  inability  to provide an
audited financial  statement (in light of the significance of the acquisition to
the Company in terms of purchase price, the Company's assets,  and the Company's
providing  of  audited  financial  statements  with  regard  to  other  property
acquisitions)  is consistent  and in  compliance  with  Securities  and Exchange
Commission  staff  interpretations  regarding the relevant  financial  statement
filing requirements of SEC Regulation S-X and Rule 3-14 thereunder.


<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly caused this Report on Form 8-K/A to be signed on its behalf
by the undersigned hereunto duly authorized.

                                           Cornerstone Realty Income Trust, Inc.

Date:  October 26, 1998                     By:   /s/ Stanley J. Olander, Jr.
                                                  ---------------------------
                                                  Stanley J. Olander, Jr.
                                                  Chief Financial Officer of
                                                  Cornerstone Realty Income
                                                  Trust, Inc.






<PAGE>



                                  EXHIBIT INDEX

                         Cornerstone Realty Income Trust
                  Form 8-K/A to Form 8-K dated August 12, 1998

Exhibit Number                        Exhibit

None.






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