Item 2.  Acquisition or Disposition of Assets


                             THE TIMBERS APARTMENTS
                             Raleigh, North Carolina

     On June 4, 1998, CRIT-NC, LLC (together with its parent, Cornerstone Realty
Income Trust, Inc., the "Company") purchased The Timbers Apartments,  a 176-unit
apartment  complex  having an address of 5900  Timbercreek  Lane,  Raleigh (Wake
County), North Carolina (the "Property").

     The seller, Raleigh Timbers Associates,  Limited, was unaffiliated with the
Company. The purchase price was $8,100,000, which the Company paid entirely from
cash on hand.  Title to the  Property  was  conveyed  to the  Company by limited
warranty deed.

     LOCATION.  The Property is located on Timbercreek Lane just off Highway 70,
a major four-lane,  east-west connector, in the northwest section of Raleigh, at
the intersection of Millbrook Road and Pleasant Valley Road.

     The following  information is based in part on information  provided by the
Raleigh Chamber of Commerce. The Raleigh/Durham Metropolitan Statistical Area is
also known as the Research Triangle, and contains the cities of Raleigh,  Durham
and Chapel Hill. It is the second largest  metropolitan  area in North Carolina,
after the Charlotte metropolitan area.

     Raleigh is the capital of North  Carolina and is the fastest  growing major
city in North Carolina.  The population of the city was approximately 150,000 in
1980 and estimated to be approximately 208,000 in 1993.

     Research  Triangle  Park is the largest  planned  research and  development
industrial  park in the United  States.  It was founded in 1958 as a cooperative
effort  among  Duke  University,  the  University  of North  Carolina  and North
Carolina  State  University.  The Park comprises  approximately  6,800 acres and
contains  over 14 million  square  feet of  industrial  space.  Among the Park's
approximately 60 research-oriented firms are IBM, Glaxo and Northern Telecom.

     Raleigh's  economy  generally  is  a  blend  of  industry,   education  and
government. The city's employment stability, strategic location, favorable labor
climate, pro-business attitude and pool of educated workers have helped the area
attract many major  businesses  and  industries.  Major  industries  in the area
include electronics,  electrical equipment and machinery, metal working and food
processing.

     The Research  Triangle is home to Duke University,  the University of North
Carolina at Chapel Hill and North Carolina State University.


           


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     The immediate area surrounding the Property consists of other  multi-family
housing,  commercial  and retail  development  and  single-family  housing.  The
Property  is  close  to the  Townridge  Shopping  Center,  the  Pleasant  Valley
Promenade  Shopping  Center and the  Crabtree  Valley  Mall.  There are numerous
restaurants,  schools  and  churches  nearby.  The  Property  is  convenient  to
Raleigh's major employment centers,  including the Research Triangle, Cary Towne
Center  and  the  downtown  central  business  district.   The  Property  is  an
approximately 15-minute drive from the Raleigh/Durham International Airport.

     DESCRIPTION  OF THE  PROPERTY.  The Property  consists of 176  garden-style
apartments located in 12 two-story  buildings on approximately 17 acres of land.
The Property was constructed in 1983.

     The Company  believes that the Property has generally been well  maintained
and  is  generally  in  good  condition.   However,  the  Company  has  budgeted
approximately  $220,000  for  repairs  and  improvements,   including  clubhouse
renovations, painting and repairs to the retaining walls.

     The Property offers many different unit types. The unit mix and rents being
charged new tenants as of June 1998 are as follows:

<TABLE>
<CAPTION>

                                                                  Approximate Interior            Monthly
Quantity                 Type                                       Square Footage                Rental

<S>                                                                        <C>                     <C> 
  40          One bedroom, one bathroom                                    617                     $530
                   (window seat)
  20          One bedroom, one bathroom                                    617                      545
                   (bay window, up)
  20          One bedroom, one bathroom                                    617                      550
                (bay window, fireplace, up)
   4          One bedroom, one bathroom                                    766                      640
                (window seat, fireplace, deluxe)
   4          One bedroom, one bathroom                                    766                      650
                (bay window, fireplace, deluxe, up)
  20          Two bedrooms, two bathrooms                                  847                      665
                (bay window, up)
   4          Two bedrooms, two bathrooms                                  847                      670
                (window seat)
  36          Two bedrooms, two bathrooms                                  847                      675
                (window seat, w/d connections)
  20          Two bedrooms, two bathrooms                                  847                      685
                (bay window, fireplace, w/d connections, up)                     
   4          Two bedrooms, two bathrooms                                  984                      755
                (window seat, fireplace, w/d connections, deluxe)
 </TABLE>
 


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<PAGE>
<TABLE>
<CAPTION>


<S>                                                                        <C>                      <C>
   4          Two bedrooms, two bathrooms                                  984                      765
                (bay window, fireplace, w/d connections, deluxe, up)
</TABLE>

     The  apartments  provide a combined total of  approximately  131,000 square
feet of net rentable area.

     Leases at the  Property are for terms of one year or less.  Average  rental
rates for the past  five  years  have  generally  increased.  As an  example,  a
two-bedroom,  two-bathroom  apartment  unit (847 square feet) rented for $435 in
1993,  $485 in 1994,  $535 in 1995,  $555 in 1996, and $605 in 1997. The average
effective  annual rental per square foot at the Property for 1993,  1994,  1995,
1996 and 1997 was $6.45, $7.19, $7.94, $8.23 and $8.97, respectively.

     The buildings are wood frame  construction on concrete slabs. The exteriors
are brick  veneer and cedar  shake  siding and the roofs are pitched and covered
with composition shingles.

     The  Property  has an  outdoor  swimming  pool  with a  fountain  and water
volleyball,  a  lighted  tennis  court,  and a  laundry  room.  There  is also a
clubhouse that includes a kitchen,  entertainment area and a  leasing/management
office. There is ample paved parking.

     Apartment units have  wall-to-wall  carpeting in the living areas and vinyl
floors in the  kitchen and baths.  Each  apartment  unit has a cable  television
hook-up and individually controlled heating and air conditioning unit. Each unit
type is available  with a window seat,  bay window and a fireplace,  and certain
two-bedroom  units  are  available  with  washer/dryer  connections.  All of the
downstairs  units (88 units)  include window seats and all of the upstairs units
(88 units) include bay windows.  There are 56 units that have a fireplace and 64
units that have washer/dryer connections. All of the units have walk-in closets,
a pantry, a linen closet,  mini and vertical blinds, a deck or patio and outside
storage.  Each kitchen is equipped with a  refrigerator/freezer,  electric range
and oven,  dishwasher and garbage  disposal.  The owner of the Property supplies
cold  water,  sewer  service  and  trash  removal.  The  tenants  pay for  their
electricity usage, which includes heat, air conditioning, cooking, hot water and
lights.

     There are at least six  apartment  properties in the area that compete with
the  Property.  All offer similar  amenities  and generally  have rents that are
comparable to those of the Property.  Based on a recent  telephone  survey,  the
Company   estimates  that  occupancy  in  nearby  competing   projects  averaged
approximately 94% on May 31, 1998.

     According to information provided by the seller,  physical occupancy at the
Property  averaged  approximately  95% in 1993, 96% in 1994, 95% in 1995, 93% in
1996 and 94% in 1997.  On May 28,  1998,  the  Property  was 93%  occupied.  The
tenants are a mix of white-collar and blue-collar workers,  students and retired
persons.

     The 1997 real estate taxes  applicable to the Property  were  calculated as
assessed value of $5,067,990 multiplied by a tax rate of $1.1675, for total real
estate taxes of  $59,168.78.  Wake County also imposed a recycling fee of $16.50
per  apartment  unit,  for a total  of  $2,904.  The


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<PAGE>



basis of the  depreciable  residential  real  property  portion of the  Property
(currently  estimated at about $ 6,161,027) will be depreciated  over 27.5 years
on a straight  line basis.  The basis of the personal  property  portion will be
depreciated in accordance  with a modified  accelerated  cost recovery system of
the Internal Revenue Code of 1986, as amended.

     The  Company  believes  that  the  Property  is  and  will  continue  to be
adequately covered by property and liability insurance.

     MATERIAL  FACTORS  CONSIDERED  IN  ASSESSING  THE  PROPERTY.   The  factors
considered  by the  Company  to be  relevant  in  evaluating  the  Property  for
acquisition by the Company included the following:

     1. The Company  believes that the Raleigh,  North  Carolina area will enjoy
continued  economic  development and steady population  increase,  and that such
development  and increase will support  stable  occupancy  rates and  reasonable
increases in rents at the Property. In particular, the Company believes that the
presence of Research Triangle Park and three major universities in the area, and
associated  businesses and  activities,  will have a positive impact on the area
for the indefinite future.

     2. The Company  already owns several other  apartment  complexes in Raleigh
and believes  that it is  knowledgeable  and  experienced  regarding the Raleigh
apartment rental market.

     3. Based upon an engineering  report and its own  inspections,  the Company
believes that the Property is in very good condition.

     4. The Property is conveniently proximate to major employers and shopping.

     The Company is not aware of any material  adverse  factors  relating to the
Property not set forth in this report that would cause the financial information
contained in this report not to be indicative of future operating results.


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