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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q/A



|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003 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)



|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)



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 ̈No x



EXPLANATORY NOTE



This amendment to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 is filed for the purpose of including additional disclosure on Part II, Item 6
required to be filed pursuant to Item 601 of Regulation S-K in our Quarterly Report on Form 10-Q filed on August 14, 2003.



At August 1, 2003, there were 54,746,136 outstanding shares of common stock, no par value, of the registrant.



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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 File No. 1-12875.)                                                                              
|   |  |            
|   |  | 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 Companys Chief Financial Officer pursuant to Section 302 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, 2003, the items reported and the financial statements included in such
filings.
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| |  | Type and Date of Reports                            |  | Items Reported |  | Financials Statements Filed
| |  | --------------------------------------------------- |  | -------------- |  | ---------------------------
| |  |                                                     | 
| |  | Form 8-K dated May 1, 2003 and filed May 2, 2003    |  | 5,7(c), 12     |  | None                       
| |  |                                                     | 
| |  | Form 8-K dated May 28, 2003 and filed June 11, 2003 |  | 2,7(c)         |  | None                       



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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to
be signed on its behalf by the undersigned thereunto duly authorized.



|              |  |  |  | Cornerstone Realty Income Trust,
Inc. (Registrant)
|------------- |  |  |  | --------------------------------------------------
|              |  |  | 
|DATE: 8-27-03 |  |  |  | BY:                                               
|              |  |  |  |                                                   



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