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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -----------------------------------------------------------------------------------------



FOR THE TRANSITION PERIOD FROM  TO



Commission File Number 1-12875



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CORNERSTONE REALTY INCOME TRUST, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|VIRGINIA                                                       |  | 54-1589139                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)
|                                                               | 
|306 EAST MAIN STREET RICHMOND, VIRGINIA                        |  | 23219                            
|(Address of principal executive offices)                       |  | (Zip Code)                       



(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)



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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 ̈



Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No ̈



At August 1, 2004, there were 56,192,960 outstanding shares of common stock, no par value, of the registrant.



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CORNERSTONE REALTY INCOME TRUST, INC.

FORM 10-Q



INDEX



|                              |  |                                                                                                                                           |  |           
|----------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------- |  | ----------
|                              |  |                                                                                                                                           |  | PageNumber
|PART I. FINANCIAL INFORMATION |  |                                                                                                                                          
|                              |  |                                                                                                                                          
|Item 1.                       |  | Financial Statements (Unaudited)                                                                                                          |  |           
|                              |  |                                                                                                                                          
|                              |  | Consolidated Balance SheetsJune 30, 2004 and December 31, 2003                                                                           |  | 3         
|                              |  |                                                                                                                                          
|                              |  | Consolidated Statements of OperationsThree months ended June 30, 2004 and June 30, 2003 Six months ended June 30, 2004 and June 30, 2003 |  | 4         
|                              |  |                                                                                                                                          
|                              |  | Consolidated Statement of Shareholders EquitySix months ended June 30, 2004                                                             |  | 5         
|                              |  |                                                                                                                                          
|                              |  | Consolidated Statements of Cash FlowsSix months ended June 30, 2004 and June 30, 2003                                                    |  | 6         
|                              |  |                                                                                                                                          
|                              |  | Notes to Consolidated Financial Statements                                                                                                |  | 7         
|                              |  |                                                                                                                                          
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                     |  | 11        
|                              |  |                                                                                                                                          
|Item 3.                       |  | Quantitative and Qualitative Disclosures about Market Risk                                                                                |  | 18        
|                              |  |                                                                                                                                          
|Item 4.                       |  | Controls and Procedures                                                                                                                   |  | 19        
|                              | 
|PART II OTHER INFORMATION     |  |                                                                                                                                          
|                              |  |                                                                                                                                          
|Item 1.                       |  | Legal Proceedings (not applicable).                                                                                                       |  |           
|                              |  |                                                                                                                                          
|Item 2.                       |  | Changes in Securities and Use of Proceeds ( not applicable).                                                                              |  |           
|                              |  |                                                                                                                                          
|Item 3.                       |  | Defaults Upon Senior Securities (not applicable).                                                                                         |  |           
|                              |  |                                                                                                                                          
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders.                                                                                      |  | 20        
|                              |  |                                                                                                                                          
|Item 5.                       |  | Other Information (not applicable).                                                                                                       |  |           
|                              |  |                                                                                                                                          
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                                                                          |  | 21        
|                              | 
|Signatures                    |  | 22                                                                                                                                       
|                              | 
|Certifications                |  |                                                                                                                                          



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##### Table of Contents

CORNERSTONE REALTY INCOME TRUST, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)



|                                                                                                                                                                   |  |                                         |           |   |                   |   |           |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------------- | --------- | - | ----------------- | - | --------- | -
|                                                                                                                                                                   |  | (In thousands, except per share dollar) |          
|                                                                                                                                                                   |  | June 30, 2004                           |           |   | December 31, 2003 |  
|ASSETS                                                                                                                                                             |  |                                         |           |   |                   |   |           |  
|                                                                                                                                                                   |  |                                        
|Investment in rental property:                                                                                                                                     |  |                                         |           |   |                   |   |           |  
|Land                                                                                                                                                               |  | $                                       | 161,299   |   |                   | $ | 160,192   |  
|Buildings and property improvements                                                                                                                                |  |                                         | 1,118,748 |   |                   |   | 1,103,043 |  
|Furniture and fixtures and other                                                                                                                                   |  |                                         | 40,403    |   |                   |   | 38,735    |  
|Real estate under development                                                                                                                                      |  |                                         | 8,994     |   |                   |   | 5,450     |  
|                                                                                                                                                                   |  |                                         |           |   |                   |   |           |  
|                                                                                                                                                                   |  |                                         | 1,329,444 |   |                   |   | 1,307,420 |  
|Less accumulated depreciation                                                                                                                                      |  |                                         | (251,864  | ) |                   |   | (224,535  | )
|                                                                                                                                                                   |  |                                         |           |   |                   |   |           |  
|                                                                                                                                                                   |  |                                         | 1,077,580 |   |                   |   | 1,082,885 |  
|Cash and cash equivalents                                                                                                                                          |  |                                         | 1,821     |   |                   |   | 1,393     |  
|Prepaid expenses                                                                                                                                                   |  |                                         | 3,823     |   |                   |   | 5,334     |  
|Deferred financing costs, net                                                                                                                                      |  |                                         | 5,813     |   |                   |   | 5,924     |  
|Investment in real estate joint ventures                                                                                                                           |  |                                         | 4,026     |   |                   |   | 2,649     |  
|Other assets                                                                                                                                                       |  |                                         | 27,008    |   |                   |   | 26,257    |  
|                                                                                                                                                                   |  |                                         |           |   |                   |   |           |  
|Total Assets                                                                                                                                                       |  | $                                       | 1,120,071 |   |                   | $ | 1,124,442 |  
|                                                                                                                                                                   |  |                                         |           |   |                   |   |           |  
|LIABILITIES and SHAREHOLDERS EQUITY                                                                                                                               |  |                                         |           |   |                   |   |           |  
|                                                                                                                                                                   |  |                                        
|Liabilities                                                                                                                                                        |  |                                         |           |   |                   |   |           |  
|Notes payable-secured                                                                                                                                              |  | $                                       | 818,104   |   |                   | $ | 801,754   |  
|Distributions payable                                                                                                                                              |  |                                         | 76        |   |                   |   | 76        |  
|Accounts payable and accrued expenses                                                                                                                              |  |                                         | 17,203    |   |                   |   | 14,950    |  
|Rents received in advance                                                                                                                                          |  |                                         | 510       |   |                   |   | 884       |  
|Tenant security deposits                                                                                                                                           |  |                                         | 2,090     |   |                   |   | 1,889     |  
|                                                                                                                                                                   |  |                                         |           |   |                   |   |           |  
|Total Liabilities                                                                                                                                                  |  |                                         | 837,983   |   |                   |   | 819,553   |  
|                                                                                                                                                                   |  |                                        
|Minority interest of unit holders in operating partnership                                                                                                         |  |                                         | 18,201    |   |                   |   | 18,884    |  
|                                                                                                                                                                   |  |                                        
|Shareholders equity                                                                                                                                               |  |                                         |           |   |                   |   |           |  
|Preferred stock, no par value, authorized 25,000 shares; $25 liquidation preference, Series A Cumulative Convertible Redeemable; issued and
outstanding 127 shares |  |                                         | 2,680     |   |                   |   | 2,680     |  
|Common stock, no par value, authorized 100,000 shares; issued and outstanding 56,073 shares and 55,534 shares, respectively                                        |  |                                         | 543,468   |   |                   |   | 538,969   |  
|Deferred compensation                                                                                                                                              |  |                                         | (271      | ) |                   |   | (456      | )
|Distributions greater than net income                                                                                                                              |  |                                         | (281,990  | ) |                   |   | (255,188  | )
|                                                                                                                                                                   |  |                                         |           |   |                   |   |           |  
|Total Shareholders Equity                                                                                                                                         |  |                                         | 263,887   |   |                   |   | 286,005   |  
|                                                                                                                                                                   |  |                                         |           |   |                   |   |           |  
|Total Liabilities and Shareholders Equity                                                                                                                         |  | $                                       | 1,120,071 |   |                   | $ | 1,124,442 |  
|                                                                                                                                                                   |  |                                         |           |   |                   |   |           |  



See
accompanying notes to consolidated financial statements.



3



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##### Table of Contents

CORNERSTONE REALTY INCOME TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)



|                                                                                                  |  |                                       |         |   |                  |   |         |              |  |   |              |   |  |   |         |  
|------------------------------------------------------------------------------------------------- |  | ------------------------------------- | ------- | - | ---------------- | - | ------- | ------------ |  | - | ------------ | - |  | - | ------- | -
|                                                                                                  |  | (In thousands, except per share data) |        
|                                                                                                  |  | Three Months Ended                    |         |   | Six Months Ended |  
|                                                                                                  |  | June 30,2004                          |         |   | June 30,2003     |   |         | June 30,2004 |  |   | June 30,2003 |  
|REVENUE:                                                                                          |  |                                       |         |   |                  |   |         |              |  |   |              |   |  |   |         |  
|Rental income                                                                                     |  | $                                     | 43,276  |   |                  | $ | 39,644  |              |  | $ | 85,753       |   |  | $ | 78,011  |  
|Other property income                                                                             |  |                                       | 2,479   |   |                  |   | 2,374   |              |  |   | 4,434        |   |  |   | 4,005   |  
|                                                                                                  |  |                                       |         |   |                  |   |         |              |  |   |              |   |  |   |         |  
|Total revenues                                                                                    |  |                                       | 45,755  |   |                  |   | 42,018  |              |  |   | 90,187       |   |  |   | 82,016  |  
|EXPENSES:                                                                                         |  |                                       |         |   |                  |   |         |              |  |   |              |   |  |   |         |  
|Property and maintenance                                                                          |  |                                       | 13,455  |   |                  |   | 12,421  |              |  |   | 25,854       |   |  |   | 23,755  |  
|Taxes and insurance                                                                               |  |                                       | 6,260   |   |                  |   | 5,694   |              |  |   | 12,579       |   |  |   | 11,208  |  
|Property management                                                                               |  |                                       | 1,283   |   |                  |   | 1,008   |              |  |   | 2,527        |   |  |   | 1,996   |  
|General and administrative                                                                        |  |                                       | 1,097   |   |                  |   | 871     |              |  |   | 2,083        |   |  |   | 1,684   |  
|Depreciation and amortization of real estate assets                                               |  |                                       | 13,721  |   |                  |   | 12,883  |              |  |   | 27,669       |   |  |   | 24,926  |  
|Severance costs and other organizational charges                                                  |  |                                       |        |   |                  |   |        |              |  |   | 760          |   |  |   |        |  
|Other depreciation                                                                                |  |                                       | 5       |   |                  |   | 5       |              |  |   | 11           |   |  |   | 11      |  
|Other                                                                                             |  |                                       | 95      |   |                  |   | 52      |              |  |   | 178          |   |  |   | 151     |  
|                                                                                                  |  |                                       |         |   |                  |   |         |              |  |   |              |   |  |   |         |  
|Total expenses                                                                                    |  |                                       | 35,916  |   |                  |   | 32,934  |              |  |   | 71,661       |   |  |   | 63,731  |  
|                                                                                                  |  |                                       |         |   |                  |   |         |              |  |   |              |   |  |   |         |  
|Income before interest income (expense)                                                           |  |                                       | 9,839   |   |                  |   | 9,084   |              |  |   | 18,526       |   |  |   | 18,285  |  
|                                                                                                  |  |                                       |         |  
|Interest income                                                                                   |  |                                       | 35      |   |                  |   | 56      |              |  |   | 63           |   |  |   | 62      |  
|Interest expense                                                                                  |  |                                       | (11,600 | ) |                  |   | (11,417 | )            |  |   | (23,142      | ) |  |   | (22,332 | )
|                                                                                                  |  |                                       |         |   |                  |   |         |              |  |   |              |   |  |   |         |  
|Loss from continuing operations before minority interest of unit holders in operating partnership |  |                                       | (1,726  | ) |                  |   | (2,277  | )            |  |   | (4,553       | ) |  |   | (3,985  | )
|                                                                                                  |  |                                       |         |  
|Minority interest of unit holders in operating partnership                                        |  |                                       | 54      |   |                  |   | 74      |              |  |   | 143          |   |  |   | 86      |  
|                                                                                                  |  |                                       |         |   |                  |   |         |              |  |   |              |   |  |   |         |  
|Loss from continuing operations                                                                   |  |                                       | (1,672  | ) |                  |   | (2,203  | )            |  |   | (4,410       | ) |  |   | (3,899  | )
|Discontinued operations:                                                                          |  |                                       |         |   |                  |   |         |              |  |   |              |   |  |   |         |  
|Loss from discontinued operations                                                                 |  |                                       |        |   |                  |   | (18     | )            |  |   |             |   |  |   | (7      | )
|Gain (loss) on sales of investments                                                               |  |                                       |        |   |                  |   | (9      | )            |  |   |             |   |  |   | 1,962   |  
|                                                                                                  |  |                                       |         |   |                  |   |         |              |  |   |              |   |  |   |         |  
|Net loss                                                                                          |  | $                                     | (1,672  | ) |                  | $ | (2,230  | )            |  | $ | (4,410       | ) |  | $ | (1,944  | )
|                                                                                                  |  |                                       |         |  
|Distributions to preferred shareholders                                                           |  |                                       | (75     | ) |                  |   | (75     | )            |  |   | (151         | ) |  |   | (151    | )
|                                                                                                  |  |                                       |         |   |                  |   |         |              |  |   |              |   |  |   |         |  
|Net loss available to common shareholders                                                         |  | $                                     | (1,747  | ) |                  | $ | (2,305  | )            |  | $ | (4,561       | ) |  | $ | (2,095  | )
|                                                                                                  |  |                                       |         |   |                  |   |         |              |  |   |              |   |  |   |         |  
|Net loss per share from continuing operations-basic and diluted                                   |  | $                                     | (0.03   | ) |                  | $ | (0.04   | )            |  | $ | (0.08        | ) |  | $ | (0.08   | )
|                                                                                                  |  |                                       |         |   |                  |   |         |              |  |   |              |   |  |   |         |  
|Net income per share from discontinued operations-basic and diluted                               |  | $                                     |        |   |                  | $ | 0.00    |              |  | $ |             |   |  | $ | 0.04    |  
|                                                                                                  |  |                                       |         |   |                  |   |         |              |  |   |              |   |  |   |         |  
|Net loss per share-basic and diluted                                                              |  | $                                     | (0.03   | ) |                  | $ | (0.04   | )            |  | $ | (0.08        | ) |  | $ | (0.04   | )
|                                                                                                  |  |                                       |         |   |                  |   |         |              |  |   |              |   |  |   |         |  
|Distributions per common share                                                                    |  | $                                     | 0.20    |   |                  | $ | 0.20    |              |  | $ | 0.40         |   |  | $ | 0.48    |  
|                                                                                                  |  |                                       |         |   |                  |   |         |              |  |   |              |   |  |   |         |  
|Weighted average number of common shares outstanding-basic and diluted                            |  |                                       | 55,993  |   |                  |   | 51,439  |              |  |   | 55,813       |   |  |   | 50,136  |  
|                                                                                                  |  |                                       |         |   |                  |   |         |              |  |   |              |   |  |   |         |  



See accompanying notes to consolidated
financial statements.



4



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##### Table of Contents

CORNERSTONE REALTY INCOME TRUST, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
(UNAUDITED)



|                                                                    |  |                       |  |                   |         |                          |     |                      |   |                      |  |   |                                     |   |  |                          |          |   |  |   |         |  
|------------------------------------------------------------------- |  | --------------------- |  | ----------------- | ------- | ------------------------ | --- | -------------------- | - | -------------------- |  | - | ----------------------------------- | - |  | ------------------------ | -------- | - |  | - | ------- | -
|(In thousands, except per share data)                               |  | Numberof CommonShares |  | CommonStockAmount |         | Numberof PreferredShares |     | PreferredStockAmount |   | DeferredCompensation |  |   | DistributionsGreater ThanNet Income |   |  | TotalShareholdersEquity |         
|Balance at December 31, 2003                                        |  | 55,534                |  | $                 | 538,969 |                          | 127 |                      | $ | 2,680                |  | $ | (456                                | ) |  | $                        | (255,188 | ) |  | $ | 286,005 |  
|                                                                    |  |                       |  |                   |         |                          |    
|Net loss                                                            |  |                      |  |                   |        |                          |    |                      |   |                     |  |   |                                    |   |  |                          | (4,410   | ) |  |   | (4,410  | )
|Cash distributions declared to common shareholders ($.40 per share) |  |                      |  |                   |        |                          |    |                      |   |                     |  |   |                                    |   |  |                          | (22,241  | ) |  |   | (22,241 | )
|Cash distributions for Series A Convertible Preferred Stock         |  |                      |  |                   |        |                          |    |                      |   |                     |  |   |                                    |   |  |                          | (151     | ) |  |   | (151    | )
|Issuance of common shares                                           |  | 250                   |  |                   | 2,030   |                          |    |                      |   |                     |  |   |                                    |   |  |                          |         |   |  |   | 2,030   |  
|Restricted stock grants                                             |  | 3                     |  |                   | 28      |                          |    |                      |   |                     |  |   |                                    |   |  |                          |         |   |  |   | 28      |  
|Amortization of deferred compensation                               |  |                      |  |                   |        |                          |    |                      |   |                     |  |   | 185                                 |   |  |                          |         |   |  |   | 185     |  
|Shares issued through dividend reinvestment plan                    |  | 286                   |  |                   | 2,441   |                          |    |                      |   |                     |  |   |                                    |   |  |                          |         |   |  |   | 2,441   |  
|                                                                    |  |                       |  |                   |         |                          |     |                      |   |                      |  |   |                                     |   |  |                          |          |   |  |   |         |  
|Balance at June 30, 2004                                            |  | 56,073                |  | $                 | 543,468 |                          | 127 |                      | $ | 2,680                |  | $ | (271                                | ) |  | $                        | (281,990 | ) |  | $ | 263,887 |  
|                                                                    |  |                       |  |                   |         |                          |     |                      |   |                      |  |   |                                     |   |  |                          |          |   |  |   |         |  



See accompanying notes to consolidated
financial statements.



5



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##### Table of Contents

CORNERSTONE REALTY INCOME TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



|                                                                               |  |                  |         |   |               |   |         |  
|------------------------------------------------------------------------------ |  | ---------------- | ------- | - | ------------- | - | ------- | -
|                                                                               |  | (In thousands)   |        
|                                                                               |  | Six Months Ended |        
|                                                                               |  | June 30, 2004    |         |   | June 30, 2003 |  
|Cash flow from operating activities:                                           |  |                  |         |   |               |   |         |  
|                                                                               |  |                 
|Net loss                                                                       |  | $                | (4,410  | ) |               | $ | (1,944  | )
|Adjustments to reconcile net loss to net cash provided by operating activities |  |                  |         |   |               |   |         |  
|Gain on sales of investments                                                   |  |                  |        |   |               |   | (1,962  | )
|Depreciation and other depreciation                                            |  |                  | 27,680  |   |               |   | 25,088  |  
|Severance costs and organizational charge                                      |  |                  | 650     |   |               |   |        |  
|Minority interest of unit holders in operating partnership                     |  |                  | (143    | ) |               |   | (86     | )
|Amortization of deferred compensation                                          |  |                  | 185     |   |               |   | 110     |  
|Amortization of deferred financing costs                                       |  |                  | 744     |   |               |   | 676     |  
|Amortization of mortgage notes payable premium                                 |  |                  | (1,703  | ) |               |   | (432    | )
|Changes in operating assets and liabilities:                                   |  |                  |         |   |               |   |         |  
|Operating assets                                                               |  |                  | 985     |   |               |   | (1,961  | )
|Operating liabilities                                                          |  |                  | 1,431   |   |               |   | (148    | )
|                                                                               |  |                  |         |   |               |   |         |  
|Net cash provided by operating activities                                      |  |                  | 25,419  |   |               |   | 19,341  |  
|                                                                               |  |                 
|Cash flow from investing activities:                                           |  |                  |         |   |               |   |         |  
|                                                                               |  |                 
|Acquisition of rental property, net                                            |  |                  | (238    | ) |               |   | (2,113  | )
|Development of real estate assets                                              |  |                  | (3,673  | ) |               |   | (26     | )
|Major renovations                                                              |  |                  | (1,262  | ) |               |   | (358    | )
|Capital improvements                                                           |  |                  | (7,409  | ) |               |   | (6,498  | )
|Net funding of real estate reserve for replacement                             |  |                  | 816     |   |               |   | (551    | )
|Net proceeds from the sale of rental property                                  |  |                  |        |   |               |   | 15,007  |  
|                                                                               |  |                  |         |   |               |   |         |  
|Net cash (used in) provided by investing activities                            |  |                  | (11,766 | ) |               |   | 5,461   |  
|                                                                               |  |                 
|Cash flow from financing activities:                                           |  |                  |         |   |               |   |         |  
|                                                                               |  |                 
|Proceeds (repayments) from/of short-term borrowings, net                       |  |                  |        |   |               |   | (67,913 | )
|Proceeds (repayments) from/ on secured line of credit, net                     |  |                  | 2,396   |   |               |   | 43,587  |  
|Proceeds from secured notes payable                                            |  |                  | 25,810  |   |               |   | 50,000  |  
|Repayments of secured notes payable                                            |  |                  | (20,153 | ) |               |   | (25,408 | )
|Payment of deferred financing costs                                            |  |                  | (633    | ) |               |   | (1,167  | )
|Shares issued through dividend reinvestment plan                               |  |                  | 2,469   |   |               |   | 2,834   |  
|Purchase of common stock                                                       |  |                  |        |   |               |   | (190    | )
|Cash distributions to operating partnership unit holders                       |  |                  | (722    | ) |               |   | (962    | )
|Cash distributions paid to preferred shareholders                              |  |                  | (151    | ) |               |   | (151    | )
|Cash distributions paid to common shareholders                                 |  |                  | (22,241 | ) |               |   | (23,435 | )
|                                                                               |  |                  |         |   |               |   |         |  
|Net cash used in financing activities                                          |  |                  | (13,225 | ) |               |   | (22,805 | )
|                                                                               |  |                 
|Increase in cash and cash equivalents                                          |  |                  | 428     |   |               |   | 1,997   |  
|                                                                               |  |                 
|Cash and cash equivalents, beginning of year                                   |  |                  | 1,393   |   |               |   | 1,380   |  
|                                                                               |  |                  |         |   |               |   |         |  
|Cash and cash equivalents, end of period                                       |  | $                | 1,821   |   |               | $ | 3,377   |  
|                                                                               |  |                  |         |   |               |   |         |  
|Supplemental information:                                                      |  |                  |         |   |               |   |         |  
|                                                                               |  |                 
|Non-cash transactions:                                                         |  |                  |         |   |               |   |         |  
|Real estate assets acquired                                                    |  |                  | 10,902  |   |               |   |        |  
|Assumption of mortgage notes                                                   |  |                  | 10,000  |   |               |   |        |  
|Issuance of operating partnership units                                        |  |                  | 182     |   |               |   |        |  
|Issuance of common stock                                                       |  |                  | 2,030   |   |               |   |        |  
|Investment in real estate joint ventures                                       |  |                  | 2,030   |   |               |   |        |  
|Conversion of operating partnership units to common stock                      |  |                  |        |   |               |   | 9,374   |  
|Merry Land acquistion:                                                         |  |                  |         |   |               |   |         |  
|Real estate assets acquired                                                    |  |                  |        |   |               |   | 146,658 |  
|Issuance of common stock                                                       |  |                  |        |   |               |   | 36,285  |  
|Issuance of preferred stock                                                    |  |                  |        |   |               |   | 3,930   |  
|Cash paid for acquisition costs                                                |  |                  |        |   |               |   | 2,113   |  
|Assumption of mortgage notes                                                   |  |                  |        |   |               |   | 110,464 |  
|Operating assets acquired                                                      |  |                  |        |   |               |   | 9,001   |  
|Operating liabilities assumed                                                  |  |                  |        |   |               |   | 2,834   |  



See
accompanying notes to consolidated financial statements.



6



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##### Table of Contents

CORNERSTONE REALTY INCOME TRUST, INC

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2004



|(1) | Basis of Presentation
|--- | ---------------------



The accompanying interim unaudited financial statements have been prepared in accordance with the instructions for Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information required by accounting principles generally accepted in the United States. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation of financial position have been included. These unaudited financial statements should be read in conjunction with the Companys audited consolidated financial statements contained in the Companys December 31, 2003
Annual Report on Form 10-K. Operating results for the three and six months ended June 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.



Certain previously reported amounts have been reclassified to conform with
the current year financial statement presentation.



The
Company did not have any items of comprehensive income requiring separate reporting and disclosure for the periods presented.



Stock Option Compensation



The Company granted 89,696 and 59,550 options to purchase shares during the three and six months ended June 30, 2004 and 2003. The Companys options
to purchase shares are exercisable six months after the date of grant; therefore no compensation expense would occur in the period granted. The following information about stock-based employee compensation costs reconciles the difference of
accounting for employee stock based compensation under the intrinsic value method of APB No. 25 and related interpretations and the fair value method prescribed under SFAS No. 123 (in thousands):



|                                                                                                          |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|--------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                                          |  | Three Months Ended June 30, |        |   | Six Months Ended June 30, |  
|                                                                                                          |  | 2004                        |        |   | 2003                      |   |        | 2004 |  |   | 2003   |  
|Net loss, as reported                                                                                     |  | $                           | (1,672 | ) |                           | $ | (2,230 | )    |  | $ | (4,410 | ) |  | $ | (1,944 | )
|Add: Stock-based employee compensation expense included in reported net income                            |  |                             | 31     |   |                           |   | 46     |      |  |   | 186    |   |  |   | 110    |  
|Deduct: Stock-based employee compensation expense determined under fair value based method for all awards |  |                             | (32    | ) |                           |   | (47    | )    |  |   | (186   | ) |  |   | (112   | )
|                                                                                                          |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Pro forma net loss as if the fair value method had been applied to all option grants                      |  | $                           | (1,673 | ) |                           | $ | (2,231 | )    |  | $ | (4,410 | ) |  | $ | (1,946 | )
|                                                                                                          |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Earnings per share                                                                                        |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Basic-as reported                                                                                         |  | $                           | (0.03  | ) |                           | $ | (0.04  | )    |  | $ | (0.08  | ) |  | $ | (0.04  | )
|Basic-pro forma                                                                                           |  | $                           | (0.03  | ) |                           | $ | (0.04  | )    |  | $ | (0.08  | ) |  | $ | (0.04  | )
|Diluted-as reported                                                                                       |  | $                           | (0.03  | ) |                           | $ | (0.04  | )    |  | $ | (0.08  | ) |  | $ | (0.04  | )
|Diluted-pro forma                                                                                         |  | $                           | (0.03  | ) |                           | $ | (0.04  | )    |  | $ | (0.08  | ) |  | $ | (0.04  | )



Recent Accounting
Pronouncements



In January 2003, the Financial Accounting
Standards Board issued Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46) and subsequently revised FIN 46 in December 2003. Effective January 1, 2004, the Company adopted the provisions of FIN 46. The Company did
not identify any variable interest entities (VIEs) of which the Company is the primary beneficiary, thus, the Company was not required to consolidate any VIEs.



|(2) | Investment in Rental Property
|--- | -----------------------------



Acquisition



On March 30, 2004, the Company acquired an additional phase of an existing apartment community owned by the Company with 138 apartment homes for a
purchase price of $10.9 million. The Company assumed a $10.0 million note, issued $0.2 million in the form of non-preferred operating partnership units and made cash payments of $0.7 million to fund the acquisition.



7



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##### Table of Contents

The Companys allocation of purchase price to various components of investment in rental property
and intangible assets, if any, is preliminary and subject to change. The Company allocated $1.2 million to land, $9.6 million to buildings, $0.1 million to furniture and fixtures and assumed $10.0 million in secured financing. The Companys
Consolidated Statements of Operations includes results of operations from this additional phase from March 30, 2004.



Development



For the six months ended June 30, 2004 and 2003, the Company capitalized interest, real estate taxes, insurance and other costs in the amount of $72,855
and $35,040, respectively, to its development projects. Construction in process was $9.0 million and $4.9 million as of June 30, 2004 and 2003, respectively.



Disposition of Investments



During the first quarter of 2003, the Company closed on the sale of two apartment communities containing a total of 395 apartment homes for a total of
$15.85 million and recognized a gain of $1.9 million. This gain was originally reported at $1.4 million on our 2003 first quarter Form 10-Q and was subsequently adjusted in our unaudited Quarterly Financial Data in our December 31, 2003 Form 10-K.
As a result of the sales, the Companys financial statements have been prepared with these two apartment communities results of operations and the gain from sale isolated and shown as discontinued operations.



The components of income from operations related to discontinued operations
for the three and six months ended June 30, 2003 are shown below. These include the results of operations through the date of sale for the three and six months ended June 30, 2003 (dollars in thousands):



|                                               |  |                                  |     |   |                                |   |       |  
|---------------------------------------------- |  | -------------------------------- | --- | - | ------------------------------ | - | ----- | -
|                                               |  | Three Months Ended June 30, 2003 |     |   | Six Months Ended June 30, 2003 |  
|Rental and other property income               |  | $                                | 1   |   |                                | $ | 371   |  
|                                               |  |                                 
|Expenses:                                      |  |                                  |     |   |                                |   |       |  
|Property and maintenance                       |  |                                  | 19  |   |                                |   | 161   |  
|Taxes and insurance                            |  |                                  |    |   |                                |   | 55    |  
|Depreciation of rental property                |  |                                  |    |   |                                |   | 162   |  
|                                               |  |                                  |     |   |                                |   |       |  
|Total expenses                                 |  |                                  | 19  |   |                                |   | 378   |  
|                                               |  |                                 
|Net loss                                       |  |                                  | (18 | ) |                                |   | (7    | )
|                                               |  |                                 
|Gain (loss) on sales of investments            |  |                                  | (9  | ) |                                |   | 1,962 |  
|                                               |  |                                  |     |   |                                |   |       |  
|Net (loss) income from discontinued operations |  | $                                | (27 | ) |                                | $ | 1,955 |  
|                                               |  |                                  |     |   |                                |   |       |  



The Company had no
assets that qualified as held for disposition as defined by SFAS No. 144 at June 30, 2004.



|(3) | Investment in Unconsolidated Real Estate Joint Ventures
|--- | -------------------------------------------------------



On April 15, 2004, the Company issued 250,000 common shares to The Reserve at Mayfaire, LLC as consideration for a 25% interest in a joint venture which
is developing a 264 apartment home community in Wilmington, North Carolina for a total cost of approximately $24 million. The Company does not control this asset and has accounted for its investment under the equity method of accounting. The
Companys investment in joint ventures was $4.0 million and $1.5 million at June 30, 2004 and 2003, respectively.



8



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##### Table of Contents

|(4) | Notes Payable
|--- | -------------



Fixed Rate Debt



The Companys fixed rate debt as of June 30, 2004 represented 73.0% of the Companys debt. At June 30, 2004 and 2003, the outstanding fixed rate
debt was $596.9 million and $619.6 million, respectively, including the fair value premium adjustments aggregating $16.7 million and $20.1 million, respectively. The fair value premium adjustment was recorded in connection with assumption of above
market rate debt in connection with the acquisition of apartment communities. These premiums are amortized into interest expense (which reduces interest expense) over the remaining term of the related indebtedness on the effective interest method.
Scheduled maturities are at various dates from October 2004 to November 2041. The weighted-average interest rate was 6.5% and 7.0% for 2004 and 2003, respectively.



During the first quarter of 2004, the Company entered into a $2.8 million secured financing. The note bears interest at a
fixed interest rate of 4.5% per annum. The note is secured by one apartment community and the maturity date is April 2014. The note requires monthly installments, including principal and interest. The financing proceeds were used to pay off the
existing fixed debt on this apartment community.



During the
first quarter of 2004, the Company repaid $15.1 million in fixed rate debt with variable rate debt, as discussed below.



Variable Rate Debt



The Companys variable rate debt at June 30, 2004 represented 27.0% of the Companys debt. At June 30, 2004 and 2003, the outstanding variable
rate debt was $221.2 million and $173.1 million, respectively. The weighted-average interest rate was 2.6% and 3.2% for 2004 and 2003, respectively.



During the first quarter of 2004, the Company entered into two secured financings, totaling $23.0 million, which are secured by three apartment
communities. The two notes bear interest at the Discount Mortgage Backed Security index plus 82 basis points (1.93% at June 30, 2004), and mature in March 2009. The financing proceeds were used to pay off the $15.1 million of the existing fixed rate
debt on the three apartment communities and $7.2 million on the revolving credit facility. These notes require monthly installments, including principal and interest.



In conjunction with the 2004 acquisition described above, the Company assumed a $10.0 million note, secured by one apartment
community. The note bears interest at LIBOR plus 1.5% and the maturity date is November 2007. The note requires payments of interest only.



The aggregate maturities of principal, including monthly installments for secured debt for the five years subsequent to June 30, 2004 are as follows (in
thousands):



|                                      |  |        |        
|------------------------------------- |  | ------ | -------
|Year                                  |  | Amount
|2004                                  |  | $      | 26,656 
|2005                                  |  |        | 110,002
|2006                                  |  |        | 111,448
|2007                                  |  |        | 19,071 
|2008                                  |  |        | 56,697 
|Thereafter                            |  |        | 477,548
|                                      |  |        |        
|                                      |  | $      | 801,422
|Fair Value Adjustment of Assumed Debt |  |        | 16,682 
|                                      |  |        |        
|                                      |  | $      | 818,104
|                                      |  |        |        



|(5) | Operating Partnership
|--- | ---------------------



Effective October 1, 2001, State Street, LLC and State Street I, LLC, each a North Carolina limited liability company (collectively, the Limited
Partners), and the Company, as the sole general partner, formed Cornerstone NC Operating Limited Partnership, a Virginia limited partnership (the Limited Partnership). The Company has approximately an 85% interest in the Limited
Partnership. The Limited Partners are minority limited partners and are not otherwise related to the Company. The Limited Partners contributed and agreed to contribute property to the Limited Partnership in exchange for preferred and non-preferred
operating partnership units. Beginning October 1, 2002, the Limited Partners became able to elect to redeem a portion of the preferred operating partnership units. If the Limited Partners make the election, the Company, at its option, will convert
the preferred operating partnership units for either common shares of the Company on a one-for-one basis or cash in an amount per unit equal to the closing price of a common share of the Company on the exercise date (or other specified price if
there is no closing price on that date), subject to anti-dilution adjustments. As of June 30, 2004, there were 1,807,145 preferred operating partnership units eligible for conversion into common shares on a one-for-one basis or cash, at the
Companys option.



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##### Table of Contents

On March 30, 2004, the Limited Partnership acquired an additional phase of an existing apartment
community with 138 apartment homes for a purchase price of $10.9 million. The total consideration for the transaction includes the assumption of $10.0 million in secured financing, the issuance of $0.2 million in the form of non-preferred operating
partnership units and cash payments totaling $0.7 million. The non-preferred operating partnership units shall convert into preferred operating partnership units over time or as certain lease-up and stabilization criteria are met.



|(6) | Severance and Organizational Costs
|--- | ----------------------------------



On March 31, 2004, the Companys Co-Chief Operating Officer ceased to serve as an officer and employee of the Company and her employment agreement
with the Company was terminated. In addition, the Company terminated the lease for its Fort Worth, Texas office. These charges are included in the Consolidated Statements of Operations under the category Severance costs and other
organizational charges. The majority of the $0.8 million charge will be paid out over a period of 30 months. As of June 30, 2004, the severance costs and other organizational charges liability is $0.6 million.



|(7) | Earnings Per Share
|--- | ------------------



The conversion of the operating partnership units is not included in earnings per common share calculations since their effect is not dilutive. The
weighted average of the operating partnership units was 1,807,145 and 1,705,258 for the three months ended June 30, 2004 and 2003, respectively. For the six months ended June 30, 2004 and 2003, the weighted average of the operating partnership units
was 1,807,145 and 1,893,205, respectively.



|(8) | Subsequent Events
|--- | -----------------



On July 22, 2004, the Company entered into a joint venture with Sterling American Property Inc. The joint venture has acquired two of the Companys
apartment communities in Columbia, SC for approximately $16.9 million. The apartment communities have a total of 419 apartment homes. The Company has a 10% interest in the joint venture and the Company will continue to manage the two apartment
communities.



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##### Table of Contents

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



The following information should be read in conjunction with the Cornerstone Realty Income Trust, Inc. December 31, 2003 Annual Report on Form 10-K as
well as the financial statements and notes included in Item 1 of this report. This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. Such forward-looking statements include, without limitation, statements concerning anticipated improvements in financial operations from completed and planned property renovations, and from the substitution of fixed rate for
variable rate debt. Such statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievement of the Company to be materially different from the results of operations or plans
expressed or implied by such forward-looking statements. Such factors include, among other things, unanticipated adverse business developments affecting the Company, adverse changes in the real estate markets and general and local economies and
business conditions, and adverse changes with respect to the availability and terms of debt financing, a reduction of the portion of dividends that are reinvested through the Companys dividend reinvestment plan and achieving any benefits of
the Merry Land Properties, Inc. (Merry Land) merger in 2003. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and
therefore there can be no assurance that such statements included in this quarterly report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such
information should not be regarded as a representation by the Company or any other person that the results or conditions described in such statements or the objectives and plans of the Company will be achieved.



Overview



Cornerstone Realty Income Trust, Inc. (together with its subsidiaries, the
Company) is a self-administered and self-managed REIT headquartered in Richmond, Virginia. The business of the Company is to acquire, develop and manage existing residential apartment communities located in the southeastern United States
and Texas. As of June 30, 2004, the Company owned 89 apartment communities, which comprised a total of 23,329 apartment homes. The Companys apartment communities are located in Georgia, North Carolina, South Carolina, Texas and Virginia.



The Companys operations are affected by the following
factors: demand for apartment communities in the Companys markets and the effect on occupancy levels and rental rates, job growth, supply of apartment communities, mortgage interest rates and the availability of refinancing.



Results of Operations



The Company uses property operating income (rental and other property income
less property operating expenses as defined below) as a measure to evaluate performance of the apartment communities. Property operating income is not deemed to be an alternative to net income, as determined in accordance with generally accepted
accounting principles. In addition, this measure, as calculated by the Company, may not be comparable to similarly entitled measures reported by other companies.



|                                                    |  |                            |        |   |         |   |        |                          |  |       |         |  |   |        |   |  |        |        |   |  |        |  
|--------------------------------------------------- |  | -------------------------- | ------ | - | ------- | - | ------ | ------------------------ |  | ----- | ------- |  | - | ------ | - |  | ------ | ------ | - |  | ------ | -
|                                                    |  | Three Months EndedJune 30, |        |   | Percent |   |        | Six Months EndedJune 30, |  |       | Percent | 
|( In thousands)                                     |  | 2004                       |        |   | 2003    |   |        | Change                   |  |       | 2004    |  |   | 2003   |   |  | Change |       
|Total revenues                                      |  | $                          | 45,755 |   |         | $ | 42,018 |                          |  | 8.9   | %       |  | $ | 90,187 |   |  | $      | 82,016 |   |  | 10.0   | %
|Property operating expenses                         |  |                            | 20,998 |   |         |   | 19,123 |                          |  | 9.8   | %       |  |   | 40,960 |   |  |        | 36,959 |   |  | 10.8   | %
|Property operating income                           |  |                            | 24,757 |   |         |   | 22,895 |                          |  | 8.1   | %       |  |   | 49,227 |   |  |        | 45,057 |   |  | 9.3    | %
|Depreciation and amortization of real estate assets |  |                            | 13,721 |   |         |   | 12,883 |                          |  | 6.5   | %       |  |   | 27,669 |   |  |        | 24,926 |   |  | 11.0   | %
|General and administrative                          |  |                            | 1,097  |   |         |   | 871    |                          |  | 26.0  | %       |  |   | 2,083  |   |  |        | 1,684  |   |  | 23.7   | %
|Severance costs and organizational charges          |  |                            |       |   |         |   |       |                          |  |      |         |  |   | 760    |   |  |        |       |   |  | 100.0  | %
|Interest expense                                    |  |                            | 11,600 |   |         |   | 11,417 |                          |  | 1.6   | %       |  |   | 23,142 |   |  |        | 22,332 |   |  | 3.6    | %
|Net (loss) income from discontinued operations      |  |                            |       |   |         |   | (27    | )                        |  | 100.0 | %       |  |   |       |   |  |        | 1,955  |   |  | -100.0 | %
|Net loss available to common shareholders           |  |                            | (1,747 | ) |         |   | (2,305 | )                        |  | 24.2  | %       |  |   | (4,561 | ) |  |        | (2,095 | ) |  | -117.7 | %



Revenues and
Occupancy



The principal source of the Companys
revenue is the rental operation of its apartment communities. The Companys property operations for the three and six months ended June 30, 2004 include the results of operations of 89 apartment communities.



Total revenue for the three months ended June 30, 2004 and 2003 was $45.8
million and $42.0 million, respectively. For the six months ended June 30, 2004 and 2003, total revenue was $90.2 million and $82.0 million, respectively. The increase in revenue is primarily due to the rental income generated from the additional
apartment communities acquired through the Merry Land merger since May 28, 2003 and lower vacancies in 2004 compared to 2003. The increase was offset by the decline in rental rates.



11



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##### Table of Contents

Other property income for the three months ended June 30, 2004 was $2.5 million and $2.4 million for the
same period in 2003. For the six months ended June 30, 2004 and 2003, other property income was $4.4 million and $4.0 million, respectively. The majority of other property income includes ancillary income, various fees charged to tenants and third
party management income. The increase in other property income is due to the additional apartment communities and the third party property management business acquired through the Merry Land merger.



The Company will continue to add revenue-enhancing improvements in an effort
to improve the apartment communities marketability, economic occupancies, and rental rates.



Overall economic occupancy (scheduled rent divided by gross potential rent) for the Companys apartment communities averaged 90% and 87% for the
three months ended June 30, 2004 and 2003, respectively. For the six months ended June 30, 2004 and 2003, economic occupancy averaged 90% and 87%, respectively. Average physical occupancy in the second quarter of 2004 and 2003 was 94% and 91%,
respectively. For the six months ended June 30, 2004 and 2003, average physical occupancy was 93% and 91%, respectively.



Property Operating Expenses



Property operating expenses include the following expense categories: property and maintenance, taxes and insurance and property management. Property
operating expenses for the three months ended June 30, 2004 were $21.0 million and $19.1 million for the same period in 2003. For the six months ended June 30, 2004 and 2003, these expenses were $41.0 million and $37.0 million, respectively. The
increase is primarily due to the Merry Land merger, increases in property insurance costs and higher utility costs. The operating expense ratio (the ratio of property operating expenses to rental income) was 48.5% and 48.2% for the three months
ended June 30, 2004 and 2003, respectively. For the six months ended June 30, 2004 and 2003, the operating expense ratio was 47.8% and 47.4%, respectively.



Depreciation and Amortization of Real Estate Assets Expenses



Depreciation and amortization of real estate assets expense for the three months ended June 30, 2004 was $13.7 million and
$12.9 million for the same period in 2003. For the six months ended June 30, 2004 and 2003, this expense was $27.7 million and $24.9 million, respectively. The increase in depreciation expense is due to the Merry Land merger and the depreciation
associated with capital improvements made during 2004 and 2003. In addition, in conjunction with the Merry Land merger, the Company allocated a portion of the Merry Land purchase price to an intangible asset based on a valuation of in-place leases
at the time of the merger in the amount of $1.1 million. None of the intangible asset value was attributable to above or below market rates, but rather attributable to foregone costs associated with having in-place leases. The Company recorded $0.1
million and $25,102 of amortization of the net intangibles for the first quarter and second quarter of 2004, respectively. This intangible is fully amortized as of June 30, 2004.



General and Administrative Expenses



General and administrative expenses totaled $1.1 million, or 2.5% of rental income for the three months ended June 30, 2004
and $0.9 million, or 2.2% of rental income for the same period in 2003. For the six months ended June 30, 2004 and 2003, these expenses were $2.1 million, or 2.4% of rental income and $1.7 million, or 2.2%, respectively. These expenses represent the
administrative expenses of the Company as distinguished from the property operating expenses of the Companys apartment communities.



Severance and Other Organizational Charges



On March 31, 2004, the Companys Co-Chief Operating Officer ceased to serve as an officer and employee of the Company and her employment agreement
with the Company was terminated. In addition, the Company terminated the lease for its Fort Worth, Texas office. These charges are included in the Consolidated Statements of Operations under the category Severance costs and other
organizational charges. The majority of the $0.8 million charge will be paid out over a period of 30 months. As of June 30, 2004, the severance costs and other organizational charges liability is $0.6 million.



12



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##### Table of Contents

Interest Expense



The Company incurred $11.6 million and $11.4 million of interest expense during the three months ended June 30, 2004 and
2003, respectively, associated with borrowings under its secured and unsecured lines of credit, existing and assumed mortgage notes, amortization of deferred financing costs and interest associated with the Companys capital leases. The
fluctuation was principally a result of the following:



| |  | $0.5 million increase related to the interest expense associated with the mortgage notes assumed with the Merry Land merger.
| | - | ----------------------------------------------------------------------------------------------------------------------------



| |  | $0.3 million decrease related to the 2004 and 2003 refinancings.
| | - | ----------------------------------------------------------------



For the six months ended June 30, 2004 and 2003, the Company incurred $23.1 million and $22.3 million, respectively, of interest expense associated with
the items described above for the second quarter of 2004. The fluctuation was principally a result of the following:



| |  | $1.4 million increase related to the interest expense associated with the mortgage notes assumed with the Merry Land merger.
| | - | ----------------------------------------------------------------------------------------------------------------------------



| |  | $0.7 million decrease related to the 2004 and 2003 refinancings.
| | - | ----------------------------------------------------------------



The overall weighted average interest rate for all borrowings was 5.5% and 6.1% for the second quarter of 2004 and 2003, respectively. For the six months
ended June 30, 2004 and 2003, weighted average interest rates were 5.5% and 6.2%, respectively. Interest expense is reduced by the amortization of the fair value premium adjustment recorded in connection with the assumption of above market rate debt
in connection with the acquisition of apartment communities. The premiums are amortized over the remaining term of the related indebtedness on the effective interest method. Premium amortization for the three months ended June 30, 2004 and 2003 was
$0.8 million and $0.3 million, respectively. For the six months ended June 30, 2004 and 2003, premium amortization was $1.7 million and $0.4 million, respectively.



Income from Discontinued Operations



During the first quarter of 2003, the Company sold two apartment communities containing a total of 395 apartment homes for a
total sales price of $15.85 million and recognized a gain of $1.9 million. As a result of the sales, the Companys financial statements presented have been prepared with these two apartment communities results of operations and the gain
from sale isolated and shown as discontinued operations.



Net Loss Available to Common Shareholders



Net
loss available to common shareholders was $1.7 million ($0.03 per share) for the three months ended June 30, 2004 compared to $2.3 million ($0.04 per share) for the same period in 2003. For the six months ended June 30, 2004, net loss available to
common shareholders was $4.6 million ($0.08 per share) compared to $2.1 million ($0.04 per share) for the same period in 2003. These decreases resulted from items described earlier in our discussion.



Comparable Property Operations



Property operating income is a measure the Company uses to evaluate
performance and is not deemed to be an alternative to net income, as determined in accordance with accounting principles generally accepted in the United States. In addition, this measure, as calculated by the Company, may not be comparable to
similarly entitled measures reported by other companies. The Companys same-community property portfolio consists of 79 stabilized apartment communities, containing 20,961 apartment homes that the Company has owned since January 1,
2003, representing approximately 90% of the Companys 23,329 apartment homes. The two apartment communities sold in the first quarter of 2003 have been eliminated from the calculation. Property management expenses are excluded from this
evaluation. For the three months ended June 30, 2004, same-community property operating income (total revenues less property operating expenses), increased 2%, total revenues increased 1% and property operating expenses increased 1%
compared to the same period in 2003. For the six months ended June 30, 2004, same-community property operating income and revenues remained flat and property operating expenses increased 1% compared to the same period in 2003.



Property operating expenses primarily consist of property
taxes and insurance, repairs and maintenance, utilities, payroll costs, and advertising and marketing. In addition, property operating expenses excludes depreciation, general and administrative, other expenses, interest income and expenses and
minority interest, as these are not considered in the operating performance of the apartment communities.



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##### Table of Contents

The following is a reconciliation of the same community property operating income to net loss
as determined in accordance with generally accepted accounting principles (in thousands):



|                                                           |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|---------------------------------------------------------- |  | -------------------------- | ------- | - | ------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                           |  | Three Months EndedJune 30, |         |   | Six Months Ended June 30, |  
|                                                           |  | 2004                       |         |   | 2003                      |   |         | 2004 |  |   | 2003    |  
|Comparable properties (same communities)                   |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Rental and other property income                           |  | $                          | 39,972  |   |                           | $ | 39,453  |      |  | $ | 78,946  |   |  | $ | 78,845  |  
|Property operating expenses                                |  |                            | (17,580 | ) |                           |   | (17,430 | )    |  |   | (34,452 | ) |  |   | (34,277 | )
|                                                           |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Property operating income                                  |  |                            | 22,392  |   |                           |   | 22,023  |      |  |   | 44,494  |   |  |   | 44,568  |  
|Non-comparable properties (remaining communities)          |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Rental and other property income                           |  |                            | 5,783   |   |                           |   | 2,565   |      |  |   | 11,241  |   |  |   | 3,171   |  
|Property operating expenses                                |  |                            | (2,135  | ) |                           |   | (685    | )    |  |   | (3,981  | ) |  |   | (686    | )
|                                                           |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Property operating income                                  |  |                            | 3,648   |   |                           |   | 1,880   |      |  |   | 7,260   |   |  |   | 2,485   |  
|Depreciation and amortization of real estate assets        |  |                            | (13,721 | ) |                           |   | (12,883 | )    |  |   | (27,669 | ) |  |   | (24,926 | )
|Property management                                        |  |                            | (1,283  | ) |                           |   | (1,008  | )    |  |   | (2,527  | ) |  |   | (1,996  | )
|General and administrative                                 |  |                            | (1,097  | ) |                           |   | (871    | )    |  |   | (2,083  | ) |  |   | (1,684  | )
|Severance costs and other organizational charges           |  |                            |        |   |                           |   |        |      |  |   | (760    | ) |  |   |        |  
|Other depreciation                                         |  |                            | (5      | ) |                           |   | (5      | )    |  |   | (11     | ) |  |   | (11     | )
|Other                                                      |  |                            | (95     | ) |                           |   | (52     | )    |  |   | (178    | ) |  |   | (151    | )
|Interest income                                            |  |                            | 35      |   |                           |   | 56      |      |  |   | 63      |   |  |   | 62      |  
|Interest expense                                           |  |                            | (11,600 | ) |                           |   | (11,417 | )    |  |   | (23,142 | ) |  |   | (22,332 | )
|Minority interest of unit holders in operating partnership |  |                            | 54      |   |                           |   | 74      |      |  |   | 143     |   |  |   | 86      |  
|Net (loss) income from discontinued operations             |  |                            |        |   |                           |   | (27     | )    |  |   |        |   |  |   | 1,955   |  
|                                                           |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Net loss                                                   |  | $                          | (1,672  | ) |                           | $ | (2,230  | )    |  | $ | (4,410  | ) |  | $ | (1,944  | )
|                                                           |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  



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Liquidity and Capital Resources



Liquidity is the ability to meet present and future financial obligations
either through the sale of existing assets or by the acquisition of additional funds through working capital management. Both the coordination of asset and liability maturities and effective working capital management are important to the
maintenance of liquidity. The Companys primary sources of liquidity are cash flows from operations as determined by rental rates, occupancy levels and property operating expenses; proceeds from its lines of credit; reinvestment of
distributions; and proceeds from secured debt.



The
Companys demands for liquidity include normal property operating activities, payment of principal and interest on outstanding debt, capital expenditures, acquisition of apartment communities, payment of distributions and development costs.



The Company has met and expects to continue to meet
short-term liquidity requirements, generally through the cash flow from operations, equity raised from its dividend reinvestment plan, and borrowings on its lines of credit and expects these sources will be adequate to meet all normal property
operating expenses, payment of distributions, budgeted capital improvements, and scheduled principal and interest payments on debt in 2004. At June 30, 2004, the Company had $34.0 million available under its lines of credit and $1.8 million in cash
and cash equivalents. In addition, the Company had $12.3 million in reserves held by various lenders for capital expenditures, real estate taxes and insurance.



The Company expects to meet certain long-term liquidity requirements, such as scheduled debt maturities, the repayment of financing on development
activities, and possible property acquisitions, through secured borrowings, possible refinancing, disposition of certain assets that, in our evaluation, may no longer meet our investment requirements, or issuance of operating partnership units.



Our long-term ability to pay distributions to our various
stakeholders is dependent upon cash flows from our apartment communities. While we have substantial cash flow from our operations, on a short-term basis, our cash flow is less than our cash needs and we have had to seek alternative funding sources.
During 2004, our cash flow from operating activities was $25.4 million. Cash required to fund capital improvements to our apartment communities was $7.4 million. Distributions to our preferred stockholders, operating partnership unit holders and
common stockholders were approximately $23.1 million in 2004.



In the event that there continues to be an economic downturn or the national economy does not recover sufficiently and the cash flow from operations are no longer adequate, the Company has additional means, such as its borrowing
availability on its lines of credit, to help meet our short-term liquidity demands.



The Company considers on a regular basis what level of distributions to common shareholders is appropriate, and there is no assurance that the Companys distribution to common shareholders will continue at the
current level.



Operating Activities



For the six months ended June 30, 2004, our net cash provided by operating
activities was $25.4 million, compared to $19.3 million for the same period in 2003.



Investing Activities



For the six months ended June 30, 2004, our net cash used in investing activities was $11.8 million compared to net cash provided by of $5.5 million for the same period in 2003. The majority of our investing activities relate to investments
in acquisitions and in our existing apartment communities through capital expenditures and redevelopment, as well dispositions of apartment communities. The Company capitalized $8.7 million of improvements to its various apartment communities and
its management and corporate offices in 2004 and $6.9 million for the same period in 2003. In 2003, the Company received net proceeds of $15.0 million from the sale of two apartment communities.



Real Estate under Development



The Companys development projects are to be completed during 2005. The
Companys share of estimated future cash expenditures to complete these projects will be funded through advances on construction loans.



Financing Activities



For the six months ended June 30, 2004, our net cash used in financing activities was $13.2 million compared to $22.8 million for the same period
in 2003. In 2004, our financing activities related to mortgage financings, payment of distributions and payment of our principal debt amortization.



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##### Table of Contents

The following is a summary of the Companys financing activities for the six months ended June 30,
2004:



| |  | Assumed $10.0 million variable rate debt.
| | - | -----------------------------------------



| |  | Financed $23.0 million in variable rate mortgage notes.
| | - | -------------------------------------------------------



| |  | Financed $2.8 million in a fixed rate mortgage note.
| | - | ----------------------------------------------------



| |  | Paid $0.6 million in deferred financing costs associated with the above $23.0 million and $2.8 million financings.
| | - | ------------------------------------------------------------------------------------------------------------------



| |  | Repaid $17.9 million in fixed rate mortgage notes using proceeds from the above financings.
| | - | -------------------------------------------------------------------------------------------



| |  | Paid scheduled debt maturities in the amount of $2.3 million.
| | - | -------------------------------------------------------------



| |  | Issued $2.4 million of shares through the dividend reinvestment plan.
| | - | ---------------------------------------------------------------------



| |  | Distributions in the amount of $23.1 million to common and preferred shareholders and operating partnership unit holders.
| | - | -------------------------------------------------------------------------------------------------------------------------



Capital Requirements



The Company has an ongoing capital expenditure plan to fund its renovation
program for its apartment communities. Capital expenditures include capital replacements, initial capital expenditures, and redevelopment enhancements. The Company anticipates funding these cash requirements as needed from a variety of sources
including equity raised from its dividend reinvestment plan and debt provided by its lines of credit.



Capital resources are expected to grow with the future sale of the Companys shares and from cash flows from operations. Approximately 11.0% of all
2004 common stock distributions, or $2.4 million, was reinvested in additional common shares. In general, the Companys liquidity and capital resources are believed to be sufficient to meet its cash requirements during 2004.



The Company capitalized $7.4 million of improvements to its various
apartment communities during 2004. The asset preservation capital expenditures, including floor coverings, HVAC equipment, roofs, appliances, siding, exterior painting, parking lots, and other non-revenue enhancing capital expenditures totaled $4.0
million. Revenue enhancing capital expenditures, including interior upgrades, gating and access systems totaled $2.3 million for 2004. Redevelopment expenditures, including amenities that add a material new feature or revenue source at our acquired
apartment communities, totaled $1.1 million. The Company capitalized costs of $3.7 million in development costs for 2004. The Companys total non-real estate capital additions, such as computer software, computer equipment, furniture and
fixtures and property improvements to the Companys management offices and its corporate offices, were approximately $1.3 million and are reflected on the balance sheet in the other asset category.



The Company is also required by various lenders to fund a replacement
reserve in advance for capital improvements.



The
Companys capital improvement budget is reviewed continually and adjustments will be made if deemed necessary.



Operating Partnership



Effective October 1, 2001, State Street, LLC and State Street I, LLC, each a North Carolina limited liability company (collectively, the Limited
Partners), and the Company, as the sole general partner, formed Cornerstone NC Operating Limited Partnership, a Virginia limited partnership (the Limited Partnership). The Company has approximately an 85% interest in the Limited
Partnership. The Limited Partners are minority limited partners and are not otherwise related to the Company. The Limited Partners contributed and agreed to contribute property to the Limited Partnership in exchange for preferred and non-preferred
operating partnership units. Beginning October 1, 2002, the Limited Partners became able to elect to redeem a portion of the preferred operating partnership units. If the Limited Partners make the election, the Company, at its option, will convert
the preferred operating partnership units for either common shares of the Company on a one-for-one basis or cash in an amount per unit equal to the closing price of a common share of the Company on the exercise date (or other specified price if
there is no closing price on that date), subject to anti-dilution adjustments. As of June 30, 2004, there were 1,807,145 preferred operating partnership units eligible for conversion into common shares on a one-for-one basis or cash, at the
Companys option.



On March 30, 2004, the Limited
Partnership acquired an additional phase of an existing apartment community with 138 apartment homes for a purchase price of $10.9 million. The total consideration for the transaction includes the assumption of $10.0 million in secured



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##### Table of Contents

financing, the issuance of $0.2 million in the form of non-preferred operating partnership units and cash
payments totaling $0.7 million. The non-preferred operating partnership units shall convert into preferred operating partnership units over time or as certain lease-up and stabilization criteria are met.



Subsequent Event



The Company on July 22, 2004, entered into a joint venture with Sterling
American Property Inc. The joint venture has acquired two of the Companys apartment communities in Columbia, SC for approximately $16.9 million. The apartment communities have a total of 419 apartment homes. The Company has a 10% interest in
the joint venture and the Company will continue to manage the two apartment communities.



Recent Accounting Pronouncements



In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46) and subsequently revised FIN 46 in December 2003. Effective
January 1, 2004, the Company adopted the provisions of FIN 46. The Company did not identify any variable interest entities (VIEs) of which the Company is the primary beneficiary, thus, the Company was not required to consolidate any VIEs.



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##### Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk



During 2004, the Company entered into two secured variable rate financings and assumed one variable rate note, totaling $33.0 million. The notes are
secured by four apartment communities and the maturity dates vary through March 2009. Two notes require monthly installments, including principal and interest and the note assumed requires payments of interest only. The Company also refinanced an
apartment community with a $2.8 million fixed rate note, with a maturity date of April 2014. The note requires monthly installments, including principal and interest.



There have been no other material changes since December 31, 2003. See the information provided in the Companys Annual
Report on Form 10-K under Item 7-Managements Discussion and Analysis of Financial Condition and Results of Operations.



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##### Table of Contents

Item 4. Controls and Procedures



Senior management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Companys disclosure controls and procedures as of the end of the period covered by this report. Based on this
evaluation process, the Chief Executive Officer and Chief Financial Officer have concluded that the Companys disclosure controls and procedures are effective and that there have been no changes in the Companys internal control over
financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting. Since that evaluation process was completed,
there have been no significant changes in internal controls or in other factors that could significantly affect these controls.



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##### Table of Contents

PART II. OTHER INFORMATION



Item 4. Submission of Matters to a Vote of Security Holders



On May 25, 2004, the Company held an Annual Meeting of Shareholders for the purpose of submitting one matter to a vote of the common shareholders. The matter, which is described more fully below, related to the
election of four directors to the Companys Board of Directors.



Election of Directors.



The four nominees to
the Companys Board of Directors were Robert A. Gary, IV, W. Tennent Houston, Penelope W. Kyle and Harry S. Taubenfeld. Each nominee was a current director of the Company. Messrs. Gary, Houston and Taubenfeld and Ms. Kyle were nominated for an
additional three-year term on the Board of Directors. The election of directors was uncontested and all nominees were elected. The voting results are summarized at the end of this item.



The names of the other directors whose terms of office as directors continued after the Annual Meeting of Shareholders are
Glade M. Knight, Stanley J. Olander, Jr., Martin Zuckerbrod, Kent W. Colton, Glenn W. Bunting, Jr. and Leslie A. Grandis.



Results of Voting.



The total number of votes represented at the Annual Meeting of Shareholders was 53,726,165.



Election of Directors:



|   |  |                     |  |                                                
|-- |  | ------------------- |  | -----------------------------------------------
|1. |  | Robert A. Gary, IV  |  | Votes For: 52,848,157 Votes Withheld:
878,008  
|   |  |                    
|2. |  | W. Tennent Houston  |  | Votes For: 51,971,894 Votes Withheld:
1,754,271
|   |  |                    
|3. |  | Penelope W. Kyle    |  | Votes For: 49,894,039 Votes Withheld:
3,832,126
|   |  |                    
|4. |  | Harry S. Taubenfeld |  | Votes For: 51,631,580 Votes Withheld:
2,094,585



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##### Table of Contents

Item 6. Exhibits and Reports on Form 8-K



|(a) | Exhibits
|--- | --------



|            |  |                                                                                                                                                                                                                                                                                        
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                            
|2.1         |  | Agreement and Plan of Merger among Cornerstone Realty Income Trust, Inc., Cornerstone Merger Sub, Inc. and Merry Land Properties, Inc. dated February 19, 2003. (Incorporated by reference to
Exhibit 2.1 to Current Report on Form 8-K dated February 19, 2003; SEC File No. 1-12875.)
|            | 
|2.2         |  | Purchase and Sale Agreement dated February 19, 2003 by and among Merry Land Properties, Inc. and Merry Land & Investment Company, LLC. (Incorporated by reference to Exhibit 2.2 to Current
Report on Form 8-K dated February 19, 2003; SEC File No. 1-12875.)                         
|            | 
|3.1         |  | Amended and Restated Articles of Incorporation of Cornerstone Realty Income Trust, Inc., as amended (Incorporated by reference to Exhibit 3.1 to Registration Statement filed on Form 8-A/A
dated August 18, 2003; SEC File No. 1-12875.)                                              
|            | 
|3.2         |  | Bylaws of Cornerstone Realty Income Trust, Inc. (Amended Through February 13, 2003). (Incorporated by reference to Exhibit 3.3 to Annual Report on Form 10-K filed March 28, 2003; SEC Filed
No. 1-12875.)                                                                             
|            | 
|10.1        |  | Employment Separation and Consulting Agreement dated as of March 31, 2004, between Debra A. Jones and Cornerstone Realty Income Trust, Inc. (Incorporated by reference to Exhibit 10.1 to
Quarterly Report on Form 10-Q filed May 6, 2004; SEC File No. 1-12875.)                      
|            | 
|10.2        |  | First Amendment to the Cornerstone Realty Income Trust, Inc. 1992 Incentive Plan Amended and Restated Effective July 1, 2002 (FILED HEREWITH).                                                                                                                                         
|            | 
|10.3        |  | First Amendment to the Cornerstone Realty Income Trust, Inc. 1992 Non-Employee Directors Stock Option Plan Amended and Restated Effective July 1, 2002 (FILED HEREWITH).                                                                                                               
|            | 
|31.1        |  | Certification of the registrants Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (FILED HEREWITH).                                                                                                                                                  
|            | 
|31.2        |  | Certification of the registrants Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (FILED HEREWITH).                                                                                                                                                  
|            | 
|32.1        |  | Certification of the Companys Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (FILED
HEREWITH).                                                                                                       
|            | 
|32.2        |  | Certification of the Companys Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Action of 2002 (FILED
HEREWITH).                                                                                                    



|(b) | The following table lists the reports on Form 8-K filed by the Company during the quarter ended June 30, 2004, the items reported and the financial statements included in such
filings.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                 |  |                |  |                            
|------------------------------------------------ |  | -------------- |  | ---------------------------
|Type and Date of Reports                         |  | Items Reported |  | Financials Statements Filed
|Form 8-K dated May 5, 2004 and filed May 5, 2004 |  | 12             |  | None                       



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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 thereunto duly authorized.



|                     |  |                                       |  |                                      
|-------------------- |  | ------------------------------------- |  | -------------------------------------
|                     |  | Cornerstone Realty Income Trust, Inc.
|                     |  | (Registrant)                         
|                     |  |                                      
|DATE: August 6, 2004 |  | BY:                                   |  | /s/ Stanley J. Olander, Jr.          
|                     |  |                                       |  | Stanley J. Olander, Jr.              
|                     |  |                                       |  | President and Chief Financial Officer



22