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


                                   FORM 10-Q/A

                               AMENDMENT NO. 1 TO

                                QUARTERLY REPORT

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

         For the quarterly period ended September 30, 1997



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


VIRGINIA                      333-10635                    54-1916010
(State of                      (Commission                 (IRS Employer
 Incorporation)               File Number)                 Identification No.)


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



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

                                 NOT APPLICABLE
                 (Former name, former address, and former fiscal
                       year, if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

At November 1, 1997, there were outstanding  10,023,044  shares of common stock,
no par value, of the registrant.





<PAGE>






                      APPLE RESIDENTIAL INCOME TRUST, INC.

                                   FORM 10-Q/A

                                      Index



Part II

Item 2.           Changes in Securities and Use of Proceeds








<PAGE>



         The Company  hereby amends Part II, Item 2 of its  Quarterly  Report on
Form 10-Q for the quarterly period ended September 30, 1997 to read as follows:

Part II, Item 2.           Changes in Securities and Use of Proceeds

         The Company's  Registration Statement on Form S-11 (File No. 333-10635)
was declared effective by the Securities and Exchange Commission on November 19,
1996, and on that date the Company commenced on on-going  best-efforts  offering
(the "Offering") of its Common Shares, no par value. The managing underwriter is
David Lerner Associates,  Inc. The Offering is continuing as of the date of this
amendment to the  Company's  Report on Form 10-Q.  All of the Common  Shares are
being sold for the account of the Company.

         The following tables set forth information  concerning the Offering and
the use of proceeds from the Offering as of September 30, 1997:

<TABLE>
<CAPTION>

         Common Shares Registered:
         ------------------------

<S>             <C>                                    <C>                                    <C>         
                1,666,666.67  Common Shares            $9 per Common Share                    $ 15,000,000
               23,500,000.00  Common Shares            $10 per Common Share                   $235,000,000

  Totals:      25,166,666.67  Common Shares                                                   $250,000,000


         Common Shares Sold:
         ------------------

                1,666,667     Common Shares            $9 per Common Share                     $15,000,000
                6,592,339     Common Shares            $10 per Common Share                    $65,923,390

  Totals:       8,259,006     Common Shares                                                    $80,923,390

</TABLE>

<TABLE>
<CAPTION>

    Expenses of Issuance and Distribution of Common Shares
    ------------------------------------------------------

<S> <C>                                                                                       <C>        
    1.  Underwriting discounts and commissions                                                $  8,092,329
    2.  Expenses of underwriters                                                                         0
    3.  Direct or indirect payments to directors or officers
         of the Company or their associates, to ten percent
         shareholders, or to affiliates of the Company                                                   0
    4.  Fees and expenses of third parties                                                         585,140

    Total Expenses of Issuance and Distribution of
    Common Shares                                                                             $  8,677,469

    Net Proceeds to the Company                                                               $ 72,245,921
</TABLE>




<PAGE>



<TABLE>
<CAPTION>

    Application of Net Proceeds to the Company:
    ------------------------------------------

<S> <C>                                                                                        <C>        
    1.  Purchase of real estate (including repayment of
        indebtedness incurred to purchase real estate)                                        $ 69,253,750
    2.  Interest on indebtedness                                                                   232,818
    3.  Working capital                                                                          1,088,798
    4.  Fees to the following (all affiliates of officers of the Company):
        a.    Apple Advisors, Inc.                                                                  13,585
        b.    Apple Realty Group, Inc.                                                             624,863
        c.    Cornerstone Realty Income Trust, Inc.                                              1,032,107
    5. Fees and expenses of third parties:
        a.    Legal                                                                                      0
        b.    Accounting                                                                                 0
    6.  Other (specify ________)                                                                         0

    Total of Application of Net Proceeds to the Company                                       $ 72,245,921
</TABLE>


         In addition to the  foregoing,  on April 25, 1997,  the Company sold to
Cornerstone  Realty Income Trust, Inc. 417,777 Common Shares at $9.00 per Common
Share (total  proceeds of $3,759,993) in a transaction  not involving any public
offering  within the meaning of Section 4(2) of the  Securities Act of 1933. The
offer and sale of these Common Shares was  effectuated on a negotiated  basis to
an accredited  institutional  investor satisfying the standard described in Rule
506 (b)(2)(ii)  under the Securities Act of 1933. No  underwriting  discounts or
commissions were paid in connection with this sale of Common Shares.




<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant has duly caused this Report on Form 10-Q/A to be signed on its behalf
by the undersigned hereunto duly authorized.

                                            Apple Residential Income Trust, Inc.


Date:    December 8, 1997                   By:      /s/ Glade M. Knight
                                                     -------------------
                                                     Glade M. Knight,
                                                     President

                                            By:      /s/ Stanley J. Olander
                                                     ----------------------
                                                     Stanley J. Olander,
                                                     Treasurer