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                                                                     Exhibit 4.1

                                                                       Exhibit E

                      CORNERSTONE REALTY INCOME TRUST, INC.

                            ARTICLES OF AMENDMENT TO
               THE AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                 Designating the

                      SERIES B CONVERTIBLE PREFERRED SHARES

              1. Name. The name of the Corporation is Cornerstone Realty Income
Trust, Inc.

              2. The Amendment. The amendment, a copy of which is attached
hereto, adds Article X to the Amended and Restated Articles of Incorporation
which creates a series of Preferred Shares (the Series B Convertible Preferred
Shares), states the designation and number of Shares in the series and fixes the
preferences, limitations and relative rights thereof.

              3. Board Action. At a meeting held on the __th day of ___________,
2003, the Board of Directors of the Corporation found the amendment to the
Amended and Restated Articles of Incorporation to be in the best interests of
the Corporation. Shareholder approval is not required.

Dated: _________, 2003

                                                 CORNERSTONE REALTY INCOME
                                                 TRUST, INC.

                                                 _____________________________
                                                 Glade M. Knight, Chairman

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                                    ARTICLE X

                      SERIES B CONVERTIBLE PREFERRED SHARES

10.1 Designation, Number and Rank.

     _______________________________ (___________) authorized but unissued
Preferred Shares (no par value) are hereby designated as a series of Preferred
Shares to be called the Series B Convertible Preferred Shares (the "Series B
Preferred Shares"). The Series B Preferred Shares shall, with respect to rights
upon voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, rank (a) senior to all classes or series of Common Shares and to
all equity securities issued by the Corporation the terms of which provide that
such equity securities shall rank junior to such Series B Preferred Shares; (b)
on a parity with all equity securities issued by the Corporation the terms of
which provide that such equity securities shall rank on a parity with the Series
B Preferred Shares; and (c) junior to the Corporation's Series A Convertible
Preferred Shares and to all other equity securities issued by the Corporation.
The Corporation retains the power and authority to issue Preferred Shares that
rank senior to or on parity with the Series B Preferred Shares as to dividends
or as to rights in liquidation.

10.2 Dividends.

     The holders of outstanding Series B Preferred Shares shall not be entitled
to receive dividends.

10.3 Voting Rights.

     (a) The holders of the outstanding Series B Preferred Shares shall be
entitled (i) except to the extent otherwise provided by law, to vote together
with the Common Shares on any matter, with each Series B Preferred Share having
a number of votes equal to the number of Common Shares into which such Series B
Preferred Share would be convertible pursuant to Section 10.4, immediately after
the close of business on the record date fixed for the meeting called to
consider such matter, and (ii) to receive notice of, or to otherwise participate
in, any meeting of shareholders of the Corporation at which the holders of
Common Shares are entitled to vote.

     (b) The affirmative vote of the holders of a majority of the outstanding
Series B Preferred Shares, voting as a separate voting group, shall be required
(i) on any matter with respect to which the holders of the outstanding Series B
Preferred Shares are entitled to vote as a separate voting group, as provided
for under the Virginia State Corporation Act (or any successor thereto) or (ii)
for the adoption of any amendment, alteration or repeal of any provision of
these Articles of Amendment, or of any provision of the

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Articles of Incorporation of the Corporation, whether by merger, consolidation
or otherwise, that adversely changes any preferences, limitations, privileges,
voting power or relative rights of the Series B Preferred Shares or the holders
thereof, it being understood that the authorization of, or the increase in the
authorized number of shares of, any class of shares ranking senior to or on a
parity with the Series B Preferred Shares as to dividends or rights in
liquidation and the designation of the preferences, limitations, privileges,
voting power and relative rights of any such class is not such an adverse
change.

     (c) Whenever the holders of Series B Preferred Shares are entitled to vote
as a separate voting group on any matter pursuant to the provisions of paragraph
(b) of this Section 10.3, the vote required to approve such matter shall be the
affirmative vote of a majority of all the votes entitled to be cast by the
respective voting group, with each share having one vote.

10.4 Conversion.

          (a) Each Series B Preferred Share shall convert automatically into one
Common Share (as the same may be adjusted from time to time pursuant to this
Section 10.4, the "Conversion Ratio") upon: (A) the earlier to occur of (i) the
first day of the calendar quarter which is after both of the following have
occurred (x) the 214 unit apartment complex in Chatham County, Georgia known as
"The Merritt at Whitemarsh -Phase I" (the "Project") receives permanent
unconditional certificates of occupancy on all buildings constructed pursuant to
the construction agreement related thereto dated January 11, 2001 (the
"Construction Agreement") and (y) 80% of the apartment units in the Project are
occupied by tenants pursuant to written leases; (ii) the first day of the
calendar quarter which is at least six months after the receipt of the permanent
unconditional certificate of occupancy for the last building constructed at the
Project; (iii) the sale of the Project; or (iv) the date on which the Company
owns, directly or indirectly, less than 100% of the ownership interest in the
corporation, partnership, limited liability company or other legal entity owning
the Project, or (B) at any time at the election by the Company by delivery of
written notice thereof to the transfer agent or registrar for the Series B
Preferred Shares.

     (b) Notice of conversion shall be given by the Corporation (i) by first
class mail, postage prepaid, not more than 30 days after the date upon which
conversion automatically occurs pursuant to Section 10.4 (the "Conversion Date")
to each holder of record of Series B Preferred Shares, notifying such holder of
the conversion of such shares and (ii) as soon as practicable by filing a
current report on Form 8-K with the Securities and Exchange Commission reporting
that such automatic conversion has occurred and the Conversion Date. Such notice
shall be mailed to such holder's address as the same appears on the
Corporation's stock records. The date such notice is mailed shall be the
"Conversion Notice Date." No failure to give such notice or any defect therein
or in the mailing thereof shall affect the validity of the conversion of any
Series B Preferred Shares. In addition to any information required by law, such
notice shall state: (i) the Conversion Date; (ii) the place or places where
certificates for such shares, if any, are to be surrendered; and (iii) that such
shareholder's rights as a holder of the Corporation's

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Common Shares began on such Conversion Date. The Corporation shall issue and
deliver to such holder the number of Common Shares to which he is entitled,
along with a check for any cash in lieu of fractional shares to which such
holder is entitled pursuant to Section 10.4(c). The person in whose name the
Common Shares are to be issued shall be deemed to have become a shareholder of
record with respect to such Common Shares on the Conversion Date, unless the
transfer books of the Corporation are closed on that date, in which event he
shall be deemed to have become a shareholder of record on the next succeeding
date on which the transfer books are open.

     (c) Notwithstanding any other provision herein, the Corporation shall not
issue any fractional Common Shares upon conversion of the Series B Preferred
Shares. Instead, each holder of outstanding Series B Preferred Shares having a
fractional interest arising upon the conversion of such shares shall, at the
time of conversion, be paid an amount in cash equal to the Closing Price (as
hereinafter defined) multiplied by the fraction of Common Shares to which such
holder would otherwise be entitled. No such holder shall be entitled to
dividends or other distributions, voting rights or any other shareholder rights
in respect of any fractional share. For purposes of this Section 10.4(c),
"Closing Price" shall mean the average closing price of a Common Share (as
reported on the New York Stock Exchange ("NYSE") Composite Transaction reporting
system as published in The Wall Street Journal) for five Trading Days
immediately preceding the Conversion Date. "Trading Day" shall mean any day on
which Common Shares are traded on the NYSE.

     (d) The issuance of Common Shares on conversion of outstanding Series B
Preferred Shares shall be made by the Corporation without charge for expenses or
for any tax in respect of the issuance of such Common Shares, but the
Corporation shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance and delivery of Common Shares in any
name other than that of the holder of record on the books of the Corporation of
the outstanding Series B Preferred Shares converted, and the Corporation shall
not be required to issue any Common Shares unless and until the person
requesting the issuance thereof shall have paid to the Corporation the amount of
such tax or shall have established to the satisfaction of the Corporation that
such tax has been paid.

     (e) If the Corporation shall (A) pay a dividend on its outstanding Common
Shares in Common Shares or subdivide or otherwise split its outstanding Common
Shares into a larger number of shares, (B) combine its outstanding Common Shares
into a smaller number of shares, or (C) reclassify its Common Shares, the
Conversion Ratio in effect at the time of the record date for the happening of
such event shall be adjusted so that the holder of any Series B Preferred Shares
converted after such record date shall be entitled to receive the same aggregate
number of Common Shares that such holder would have owned or have been entitled
to receive after the happening of such event had such Series B Preferred Shares
been converted immediately prior to such record date. An adjustment made
pursuant to this subparagraph (e) shall become effective immediately upon the
opening of business on the day next following the record date in the case of a
dividend and shall become effective immediately upon the opening of business on
the day next following the effective date in the case of a subdivision,
combination or reclassification.

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     (f) If any Series B Preferred Shares are converted into Common Shares after
the record date for the happening of any of the events described in Section
10.4(e) but before the happening of such event, the Corporation may defer for a
reasonable period of time, until the happening of such event, issuing to the
holder of Series B Preferred Shares so converted the additional Common Shares to
which he is entitled by reason of the adjustment required pursuant to any such
subparagraph.

     (g) Whenever the Conversion Ratio is adjusted pursuant to this Section
10.4, the Corporation shall (i) promptly place on file at its principal office
and at the office of each transfer agent for the Series B Preferred Shares, if
any, a statement, signed by the Chairman or President of the Corporation and by
its Treasurer, setting forth the Conversion Ratio after such adjustment and
setting forth in detail the facts requiring such adjustment, and shall make such
statement available for inspection by shareholders of the Corporation, and (ii)
as soon as practicable cause a notice to be mailed first class mail, postage
prepaid to each holder of record of outstanding Series B Preferred Shares
stating that such adjustment has been made and setting forth the adjusted
Conversion Ratio and the date on which such adjustment becomes effective. Such
notice shall be mailed to such holder's address as the same appears on the
Corporation's stock records.

     (h) In the event of any reclassification or recapitalization of the
outstanding Common Shares (except a change in par value or from no par value to
par value or from par value to no par value, or subdivision or other split or
combination of shares), or in case of any consolidation or merger to which the
Corporation is a party, (except a merger in which the Corporation is the
surviving corporation and which does not result in any such reclassification or
recapitalization), or in case of any sale or conveyance to a person or another
business entity of all or substantially all of the property of the Corporation,
in each case as a result of which Common Shares generally shall be converted
into the right to receive stock, securities or other property (including cash or
any combination thereof), effective provision shall be made by the Corporation
or by the successor or purchasing business entity (i) that the holder of each
Series B Preferred Share then outstanding shall thereafter have the right to
convert such share into the kind and amount of stock and other securities and
property receivable, upon such reclassification, recapitalization,
consolidation, merger, sale or conveyance, by a holder of the number of Common
Shares of the Corporation into which such Series B Preferred Shares might have
been converted immediately prior thereto, and (ii) that there shall be
subsequent adjustments of the Conversion Ratio which shall be equivalent, as
nearly as practicable, to the adjustments provided for in this Section 10.4. The
provisions of this paragraph (h) of this Section 10.4 shall similarly apply to
successive reclassifications, recapitalizations, consolidations, mergers, sales
or conveyances.

     (i) Common Shares issued on conversion of Series B Preferred Shares shall
be issued as fully paid shares and shall be nonassessable by the Corporation.
The Corporation shall, at all times, reserve and keep available for the purpose
of effecting the conversion of the outstanding Series B Preferred Shares such
number of its duly authorized but unissued Common Shares as shall be sufficient
to effect the conversion of

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all of the outstanding Series B Preferred Shares.

     (j) Series B Preferred Shares converted as provided herein shall become
authorized and unissued Preferred Shares that may be designated as shares of any
other series. No additional Preferred Shares, however, may be classified as
Series B Preferred Shares.

10.5 Liquidation.

     In the event of the voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, the holders of the outstanding
Series B Preferred Shares shall be entitled to be paid in cash out of the assets
of the Corporation a liquidation payment of $.01 before any distribution or
payment shall be made to the holders of Common Shares or any other shares of the
Corporation ranking junior to the Series B Preferred Shares as to rights in
liquidation. For the purposes of the preceding sentence, neither the
consolidation of the Corporation with nor the merger of the Corporation into any
other corporation, partnership, limited liability company, trust or other
entity, nor the sale, lease or other disposition of all or substantially all of
the Corporation's properties and assets shall, without further corporate action,
be deemed a liquidation, dissolution or winding up of the affairs of the
Corporation. If the assets of the Corporation legally available for distribution
to its shareholders are insufficient to pay to the holders of the Series B
Preferred Shares the full amounts to which they are respectively entitled, such
assets of the Corporation shall be distributed ratably to the holders of the
Series B Preferred Shares and the holders of other Preferred Shares, if any,
ranking on a parity with the Series B Preferred Shares as to rights in
liquidation in proportion to the full amounts to which they are respectively
entitled. After payment of the full liquidation preference of the Series B
Convertible Preferred Shares, and any other shares of the Corporation ranking
senior to the Common Shares, the remaining assets of the Corporation, if any,
shall be distributed ratably to the holders of Common Shares and the Series B
Convertible Preferred Shares, on an as-if-converted to Common Shares basis.
Written notice of such liquidation, dissolution or winding up of the
Corporation, stating the payment date or dates when, and the place or places
where, the amount distributable in such circumstances shall be payable, shall be
given by the Corporation by press release or announcement in a newspaper or
periodical with national distribution (such as the Wall Street Journal) not less
than 30 days nor more than 60 days before the payment date stated therein.

10.6 Share Rankings.

     For the purpose of these Articles of Amendment the shares of any class of
the Corporation of any class or series shall be deemed to rank as follows:

     (a) senior to the Series B Preferred Shares, either as to dividends or as
to rights in liquidation, if the holders of such shares shall be entitled to the
receipt of dividends or of amounts distributable upon the voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, as the case may be, in preference or priority to the holders of
Series B Preferred Shares;

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     (b) on a parity with the Series B Preferred Shares, either as to dividends
or as to rights in liquidation, whether or not the dividend rates, dividend
payment dates, or redemption or liquidation prices per share thereof be
different from those of the Series B Preferred Shares, if the holders of Series
B Preferred Shares shall be entitled to the receipt of dividends or of amounts
distributable upon the voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, as the case may be, in proportion
to their respective dividend rates or liquidation prices, without preference or
priority of one over the other as between the holders of such shares; and

     (c) junior to the Series B Preferred Shares, either as to dividends or as
to rights in liquidation, if such shares shall be Common Shares or if the
holders of the Series B Preferred Shares shall be entitled to the receipt of
dividends or of amounts distributable upon the voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation, as the
case may be, in preference or priority to the holders of such shares.

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