EXHIBIT 10.1


                                  CRIT-VA, INC.

                            ARTICLES OF INCORPORATION

                                    ARTICLE I
                                      NAME

         1. Name. The name of the Corporation is CRIT-VA, Inc.



                                   ARTICLE II
                                     PURPOSE

         2. Purpose.  Notwithstanding any provision hereof to the contrary,  the
following shall govern: The business, operations and purposes of the Corporation
are limited solely to the following:

            (a) To  acquire  from  Cornerstone  Realty  Income  Trust,  Inc.,  a
Virginia corporation,  those certain parcels of real property listed on Schedule
A hereto,  together with all  improvements  located thereon  (collectively,  the
"Properties");

            (b) To own, hold, sell, assign, transfer,  operate, lease, mortgage,
pledge and otherwise deal with the Properties; and

            (c) To exercise all powers that are enumerated in the Virginia Stock
Corporation  Act  and  that  are  necessary  or  convenient  for  the  business,
operations or purposes of the Corporation as set forth herein.


                                   ARTICLE III
                                  PROHIBITIONS

         3. Certain Prohibited Activities.  Notwithstanding any provision hereof
to the contrary, the following shall govern:

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            (a) The  indebtedness  of the  Corporation  shall  consist only of a
first lien  mortgage on the  Properties  arising  from  financing by First Union
National  Bank (the  "Mortgage"),  any other  indebtedness  permitted  under the
Mortgage,  and normal trade accounts payable in the ordinary course of business.
For so long as any obligation  secured by the Mortgage  remains  outstanding and
not paid in full,  the  Corporation  shall not incur,  assume,  or guaranty  any
indebtedness not permitted hereunder.

            (b) The Corporation  shall not consolidate or merge with or into any
other entity,  or convey or transfer its properties and assets  substantially as
an entirety to any entity, unless:

                (i) the  entity  that is formed  upon such  consolidation,  that
survives  such  merger  (if other than the  Corporation),  or that  acquires  by
conveyance   or  transfer  the   properties   and  assets  of  the   Corporation
substantially  as an entirety,  shall:  (A) be organized and existing  under the
laws of the United  States of America or any State or the  District of Columbia,
(B) include in its  organizational  documents the same  limitations set forth in
this Article III and in Article VII (Separateness Covenants),  and (C) expressly
assume the due and timely performance of the Corporation's obligations; and

                (ii)  immediately  after giving effect to such  transaction,  no
default or event of default will have occurred  under any agreement to which the
Corporation is a party.

            (c) For so long as any  obligation  secured by the Mortgage  remains
outstanding and not paid in full, the Corporation shall not voluntarily commence
a case with respect to itself, as debtor,  under the Federal  Bankruptcy Code or
any similar federal or state statute without the unanimous  consent of the Board
of  Directors.  For so long as any  obligation  secured by the Mortgage  remains
outstanding  and not paid in full,  no material  amendment to these  Articles of
Incorporation  or to the  Corporation's  Bylaws  may be made  without  the prior
approval of the mortgagee holding the Mortgage.

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                                   ARTICLE IV
                                AUTHORIZED SHARES

         4.1.  Number and  Designation.  The number of shares the Corporation is
authorized to issue is set forth below,  together with the  designation  thereof
and the par value per share:

         Number of Shares  Class Designation    Par Value Per Share
         ----------------  -----------------    -------------------

         5,000             Common               no par value


         4.2 Preemptive  Rights. No holder of outstanding  shares shall have any
preemptive  right  with  respect  to:  (a)  any  shares  of  any  class  of  the
Corporation,  whether now or hereafter authorized;  (b) any warrants,  rights or
options to purchase any such shares; or (c) any obligations convertible into any
such shares or into warrants, rights or options to purchase any such shares.

         4.3 Voting and  Distributions.  The holders of the Common  Shares shall
have unlimited  voting rights and shall be entitled to receive the net assets of
the Corporation upon the liquidation of the Corporation,  its dissolution or the
winding up of its affairs.


                                    ARTICLE V
                       INITIAL REGISTERED OFFICE AND AGENT

         5.1 Initial  Registered  Office.  The initial  registered office of the
Corporation  is  located in the City of  Richmond,  Virginia,  at the  following
address:

                               McGuireWoods LLP
                               One James Center
                               901 East Cary Street
                               Richmond, Virginia  23219

         5.2  Initial  Registered  Agent.  The initial  registered  agent of the
Corporation is Martin B. Richards,  Esquire,  whose business office is identical
with the  initial  registered  office and who is a resident  of  Virginia  and a
member of the Virginia State Bar.

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                                   ARTICLE VI
                     LIMIT ON LIABILITY AND INDEMNIFICATION

         6.1 Limit on Liability.  To the maximum  extent that the Virginia Stock
Corporation  Act, as it exists on the date hereof or may  hereafter  be amended,
permits  elimination  of, or  limitations  upon,  the liability of a director or
officer of a corporation,  the directors and officers of the  Corporation  shall
have, as applicable, no liability or limited liability to the Corporation or its
shareholders.

         6.2 Indemnification, Advancement of Expenses and Related Matters.

             (a)   The   Corporation,   in   accordance   with   the   mandatory
indemnification   provisions  of  the  Virginia  Stock  Corporation  Act,  shall
indemnify a director who entirely  prevails in the defense of any  proceeding to
which he was a party because he is or was a director of the Corporation  against
reasonable  expenses  incurred  by him in  connection  with the  proceeding.  An
officer of the Corporation  shall be entitled to such mandatory  indemnification
to the same extent as a director.

             (b) In addition to any mandatory  indemnification,  the Corporation
shall  provide the maximum  indemnification  permitted  by law to any  director,
officer,  employee or agent of the Corporation in connection with any proceeding
(including any proceeding by or in the right of the Corporation) that is brought
against such person and that is based on the actions  taken or not taken by such
person on  behalf  of the  Corporation,  or on the  status  of such  person as a
director,  officer,  employee or agent of the Corporation,  except to the extent
that such  person  has  engaged  in (i)  willful  misconduct,  or (ii) a knowing
violation of the criminal law.

             (c) The  provisions of this Article shall not be deemed to prevent,
deny or limit (i) the  indemnification  or insurance  permitted under applicable
law to the directors,  officers, employees or agents of the Corporation, or (ii)
the authority of the Corporation  under applicable law to advance,  reimburse or
pay expenses for the benefit of any director, officer, employee or agent.

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             (d) The  determination  of whether the  Corporation  is required or
permitted, in a particular case, to indemnify a director,  officer,  employee or
agent (or to provide such person with related advances,  reimbursements or other
payments of expenses) shall be conducted in accordance with Section  13.1-701 of
the Virginia Stock Corporation Act, or any successor provision.

         6.3 Mandatory  Subordination.  Notwithstanding  any provision hereof to
the contrary,  the following shall govern:  Any  indemnification  shall be fully
subordinated  to any  obligations of the Corporation in regard to the Properties
and shall not constitute a claim against the  Corporation in the event that cash
flow is insufficient to pay such obligations.

         6.4  Amendments.  No amendment,  modification or repeal of this Article
shall diminish the rights provided  hereunder to any person arising from conduct
or events  occurring  before the  adoption of such  amendment,  modification  or
repeal.

                                   ARTICLE VII
                             SEPARATENESS COVENANTS

         7.1 Separateness Covenants. Notwithstanding any provision hereof to the
contrary,  the following shall govern:  For so long as any obligation secured by
the Mortgage remains  outstanding and not paid in full, in order to preserve and
ensure the Corporation's  separate and distinct corporate identity,  in addition
to the  other  provisions  set forth in these  Articles  of  Incorporation,  the
Corporation   shall  conduct  its  affairs  in  accordance  with  the  following
provisions:

             (a) It shall  establish  and maintain an office  through  which its
business shall be conducted  separate and apart from those of its parent and any
affiliate and it shall  allocate  fairly and  reasonably any overhead for shared
office space.

             (b) It shall  maintain  separate  corporate  records  and  books of
account from those of its parent and any affiliate.

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             (c) Its Board of Directors shall hold appropriate  meetings, or act
by unanimous consent,  to authorize all appropriate  corporate actions and shall
observe all corporate formalities in authorizing such actions.

             (d) It shall not  commingle  assets with those of its parent or any
affiliate.

             (e) It shall conduct its own business in its own name.

             (f) It shall maintain financial statements separate from its parent
and any affiliate.

             (g) It shall pay any  liabilities  out of its own funds,  including
salaries of any employees, rather than funds of its parent or any affiliate.

             (h) It shall maintain an arm's length  relationship with its parent
and any affiliate.

             (i) It shall not guarantee or become obligated for the debts of any
other  person  or  entity  (including,  without  limitation,  its  parent or any
affiliate)  and shall not hold out its credit as being  available to satisfy the
obligations of others.

             (j) It shall use stationery,  invoices and checks separate from its
parent and any affiliate.

             (k) It shall not pledge  its  assets  for the  benefit of any other
person or entity (including, without limitation, its parent or any affiliate).

             (l) It shall hold itself out as an entity  separate from its parent
and any affiliate.

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             (m) It shall not make any  loans or  advances  to any  third  party
(including, without limitation, any affiliate).

             (n) It shall comply with its  obligations  under the agreements and
instruments evidencing the Mortgage.

         7.2  Definitions.  For purpose of this Article VII, the following terms
shall have the indicated meanings:

              (a)  "affiliate"  means,  with  respect to a  specified  person or
entity:

                   (i) any  person  or entity  directly  or  indirectly  owning,
controlling  or holding,  with power to vote,  ten percent  (10%) or more of the
outstanding voting securities or interests of the specified entity;

                   (ii) any person or entity ten percent  (10%) or more of whose
outstanding  voting securities are directly or indirectly  owned,  controlled or
held, with power to vote, by the specified person or entity;

                   (iii)   any   person  or  entity   directly   or   indirectly
controlling,  controlled by or under common control with the specified person or
entity;

                   (iv) any officer, director or partner of the specified person
or entity;

                   (v) if the specified person or entity is an officer, director
or partner,  any company  for which the  specified  person or entity acts in any
such capacity; and

                   (vi) any close relative or spouse of the specified person.

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              (b) "control" means the possession, directly or indirectly, of the
power to direct or cause the  direction  of the  management  and  policies  of a
person or entity, whether through ownership of voting securities, by contract or
otherwise.

              (c)  "parent"  means,  with  respect to a  corporation,  any other
corporation owning or controlling,  directly or indirectly,  fifty percent (50%)
or more of the voting shares of such corporation.

              (d)  "person  or entity"  includes  any  individual,  corporation,
partnership,  limited liability company, joint venture, association, joint stock
company, trust (including any beneficiary thereof), unincorporated organization,
government or any agency or political subdivision thereof.



Dated:   November 29, 2000

                                         By:  /s/ William D. James
                                              -------------------------------
                                                  William D. James, Incorporator

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                                   SCHEDULE A
                     (LIST OF PROPERTIES FOR CRIT-VA, INC.)


The Properties consist of those real properties,  together with all improvements
thereon,  that are located at the following  addresses  (and that are more fully
described in agreements and instruments evidencing the Mortgage):


Arbor Trace Apartments
624 Suhtai Court
Virginia Beach, VA  23451

Ashley Park Apartments
6901 Marlowe Road
Richmond, VA  23225

The Gables Apartments
4008 Gaelic Lane
Glen Allen, VA  23060

The Mayflower Apartments
205-34th Street
Virginia Beach, VA  23451

Trolley Square Apartments
104 West Franklin Street
Richmond, VA  23220

Trophy Chase Apartments
2407 Peyton Drive
Charlottesville, VA  22901


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