UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

     For the fiscal year ended                            Commission File Number
         December 31, 1999                                        1-12875

                      CORNERSTONE REALTY INCOME TRUST, INC.
             (Exact name of registrant as specified in its charter)

                VIRGINIA                                        54-1589139
     (State or other jurisdiction of                         (I.R.S. Employer
      incorporation or organization)                      Identification Number)

   306 EAST MAIN STREET, RICHMOND, VA                              23219
(Address of principal executive offices)                        (Zip Code)

                                 (804) 643-1761
              (Registrant's telephone number, including area code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

    Title of Each Class                Name of Each Exchange on Which Registered
    -------------------                -----------------------------------------
Common shares, no par value                     New York Stock Exchange

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                           Common shares, no par value

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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Based on the closing sales price of March 15, 2000,  the aggregate  market value
of the voting common  equity held by  non-affiliates  of the  registrant on such
date was $393,859,319.*

On March 15,  2000,  there  were  outstanding  approximately  37,962,344  common
shares.

----------
* In determining  this figure,  the Company has assumed that all of its officers
and directors,  and persons known to the Company to be beneficial owners of more
than 5% of the Company's common shares, are affiliates.  Such assumptions should
not be deemed conclusive for any other purpose.


<PAGE>


                       DOCUMENTS INCORPORATED BY REFERENCE

The  portions of the  registrant's  annual  report to  security  holders for the
fiscal year ended December 31, 1999 referred to in Part II.

The registrant's Proxy Statement for its 2000 Annual Meeting of Shareholders.


                                     PART I

INTRODUCTION

This Annual Report  contains  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1993, 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
benefits from the Company's  acquisition of Apple Residential Income Trust, Inc.
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 or the
properties,  as the case may be, adverse  changes in the real estate markets and
general  and local  economies  and  business  conditions.  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 annual
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.  In  addition,  the
Company's  continued  qualification  as a real estate  investment trust ("REIT")
involves the  application  of highly  technical  and complex  provisions  of the
Internal Revenue Code.  Readers should carefully review the Company's  financial
statements and the notes thereto,  as well as the risk factors  described in the
Company's filings with the Securities and Exchange Commission.

ITEM 1.  Business

Cornerstone  Realty Income Trust,  Inc.  (together  with its  subsidiaries,  the
"Company")  is a  Virginia  corporation  and was  incorporated  in August  1989.
Initial  capitalization  occurred  on  August  18,  1992.  Operations  of rental
property  commenced  on June 1, 1993.  The business of the Company is to acquire
and operate existing  residential  apartment  complexes  located in the southern
United  States.  As of  December  31,  1999,  the  Company  owned  87  apartment
communities,  which comprised a total of 20,965  apartment  units. The Company's
apartment


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<PAGE>


communities are located in Georgia,  North Carolina,  South Carolina,  Texas and
Virginia.  The Company's  property  acquisitions are described in Item 2 of this
report,  which is hereby incorporated herein by reference.  The Company directly
owns all of its properties in Georgia and Virginia. In other states, the Company
owns its properties through its wholly-owned or majority-owned subsidiaries.

The Company is a self-administered and self-managed equity REIT headquartered in
Richmond,  Virginia.  The Company is a fully integrated real estate organization
with  expertise  in the  management,  acquisition  and  renovation  of apartment
communities.  The Company  maintains an intense  focus on the  operations of its
properties to generate  consistent,  sustained  growth in net  operating  income
("NOI"),  which it  believes  is the key to growing  funds from  operations  per
common  share.  The Company  believes  that  successful  implementation  of this
strategy  will  allow it to  continue  to  increase  its NOI from its  apartment
portfolio.  Through renovation and enhanced property management of the apartment
communities, the Company strives to increase cash flows, thereby adding value to
the underlying real estate.

The Company's objective is to increase  distributable cash flow and common share
value by:

o    Increasing  rental rates,  maintaining  high economic  occupancy rates, and
     controlling costs at the properties; and

o    Acquiring  additional  properties  at  attractive  prices that  provide the
     opportunity to improve operating performance through the application of the
     Company's management, marketing, and renovation programs.

The Company has nine regional property management offices,  which are located in
the following cities: Atlanta, Georgia; Raleigh, Charlotte and Wilmington, North
Carolina; Columbia, South Carolina; Dallas and Fort Worth, Texas; and Blacksburg
and  Virginia  Beach,  Virginia.  As of  December  31,  1999,  the  Company  had
approximately 625 employees,  including specialists in acquisition,  management,
marketing,  leasing,  development,   accounting  and  information  systems.  The
Company's   executive  officers  have  substantial   experience  with  apartment
properties,  having  been  responsible  for  the  management,   acquisition  and
renovation of more than 25,000  apartment units over the last 25 years using the
strategies and techniques  described  below.  The Company's top three  executive
officers  have an average  of  approximately  20 years  each in the  management,
acquisition and renovation of residential apartment communities.

Growth through Management and Leasing

The Company  seeks to increase net  operating  income  through  active  property
management,  which  includes  keeping  rental rates at or above  market  levels,
maintaining  high  economic  occupancy  through  tenant  retention,  creating  a
property  identity,   effectively  marketing  each  property,   and  controlling
operating expenses at the property level.

Management develops the overall management and leasing strategy, including goals
and  budgets,  for  each  property.  To  achieve  each  property's   objectives,
management delegates significant decision-making  responsibility to regional and
on-site  employees,  thereby instilling in

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<PAGE>
its employees a sense of ownership of their property.  Management  believes that
this  strategy is an effective  way to maximize each  property's  potential.  To
achieve  desired  results,  the  Company  emphasizes  training  for its  on-site
employees as well as raising  rents to be at or above the market for  comparable
properties.  The  Company  also  ties  on-site  employees'  bonuses  to both net
operating  income targets  established for their  respective  properties and the
Company's overall financial performance.

Management  believes  that  tenant  retention  is  critical  to  generating  net
operating  income  growth.  Tenant  retention  maintains or  increases  economic
occupancy and minimizes the costs  associated with preparing  apartments for new
occupants.  The Company  employs one person at each  property  who has a primary
focus on tenant  retention.  The tenant retention  specialist's  objective is to
make tenants feel at home in the community  through  personal  attention,  which
includes  organizing  social  functions  and  activities  as well as  responding
promptly to any tenant problems that may arise in conjunction with the apartment
or community.  The Company's philosophy is to market its properties  continually
to  existing  tenants  in order to  achieve a low  turnover  rate.  The  Company
believes that the turnover rate of its properties is below the average  turnover
rate for comparable apartment communities.

The Company seeks to create a unique  identity for each property by  emphasizing
curb appeal, signage, and attractive common area facilities,  such as clubhouses
and  swimming  pools.  The  Company  has  upgraded  or  renovated  many  of  the
properties' common area facilities after acquisition.  Each property is marketed
as a "Cornerstone  Community" but typically has an individual property name tied
to a local theme.  Each property has a dedicated  on-site marketing person whose
responsibility is to position and market the property within the local community
through such activities as media  advertising,  on-site  promotional  events and
personal calls to local businesses.

Operating  expenses are  controlled at each  property by setting  budgets at the
corporate  level and  requiring  that any  expense  over budget at a property be
approved by  management.  Purchase  discounts  are sought at both the  corporate
level and locally in those areas where the Company has a  significant  presence.
All contracts for goods and services are re-bid  annually to ensure  competitive
pricing.  The Company has a  preventive  maintenance  program and the ability to
perform  work  using  in-house  personnel,  which  helps the  Company  to reduce
expenses  at the  properties.  For  example,  the  maintenance  manager  at each
property is qualified to perform HVAC and plumbing work which otherwise would be
contracted outside the Company. In addition, the Company passes through expenses
to tenants by  sub-metering  of water and sewer to tenants where local and state
regulations allow.

Growth through Acquisitions, Renovations and Expansion

The  Company  seeks  to  generate   growth  in  net  operating   income  through
acquisitions by: (i) acquiring  under-performing assets at less than replacement
cost; (ii) correcting  operational problems;  (iii) making selected renovations;
(iv) increasing economic occupancy;  (v) raising rental rates; (vi) implementing
cost controls; and (vii) providing enhanced property and centralized management.
In markets that it targets for acquisition  opportunities,  the Company attempts
to gain a significant local presence in order to achieve operating efficiencies.
In analyzing acquisition  opportunities,  the Company considers  acquisitions of
property portfolios as well as individual properties.


                                        4
<PAGE>




The  Company  has  demonstrated  an ability to grow  through  acquisitions.  The
Company's first two properties were acquired in June of 1993. As of December 31,
1999, the Company owned and operated 87 apartment communities.

The  Company   analyzes   specific   criteria  in  connection  with  a  proposed
acquisition.  These  criteria  include:  (i) the market in which a  property  is
located and whether it has a diversified  economy,  stable  employment  base and
increasing  average household income;  (ii) the property's current and projected
cash flow and the ability to increase net operating income;  (iii) the condition
and  design  of  the   property  and  whether  the  property  can  benefit  from
renovations;  (iv)  historical  and projected  occupancy  rates;  (v) geographic
location  in light of the  Company's  diversification  objectives;  and (vi) the
purchase price of the property as it relates to the cost of new construction.

The Company believes it has been and will be able to purchase properties at less
than replacement cost based on deferred maintenance,  management neglect, or the
prior owner's financial distress. Upon acquisition, the Company seeks to improve
both  operating  results and  property  identity  through a 24-month  renovation
policy which  includes  selective  renovations  such as new roofs,  new exterior
siding, exterior painting,  clubhouse renovation and construction,  and interior
refurbishment.  The Company has invested in renovations to its properties in the
approximate  amounts of $30 million in 1999, $26 million in 1998, $23 million in
1997, and $19.0 million in 1996.

The  Company  has  also  made,  and  may in the  future  make,  acquisitions  of
established apartment communities involved in foreclosure  proceedings.  In this
situation,  the Company seeks  properties  that have below  market-rate  leases,
correctable  vacancy problems or inefficient  property  management.  The Company
also  may  make  acquisitions  of  properties  from  over-leveraged   owners  of
properties,  governmental regulatory authorities, lending institutions that have
taken  control  of  such  properties,  mortgagees-in-possession  and,  possibly,
through bankruptcy reorganization proceedings.

If sufficient  tenant demand exists and suitable land is available,  the Company
may construct additional apartment units on land adjacent to certain properties.
The Company believes that its successful  experience with  large-scale  property
renovation will also permit strategic and cost-effective  property expansion. It
is the  Company's  policy  to  acquire  such  additional  apartment  units  on a
"turn-key"  basis from a third party  contractor,  thereby  minimizing the risks
normally associated with development and lease-up.

As of December  31,  1999,  the Company had planned  expansion  projects for two
existing  properties:  Glen  Eagles and The  Meadows.  Glen Eagles is a 166-unit
apartment community located in Winston-Salem,  North Carolina. The land adjacent
to the community will accommodate  approximately 220 additional  apartment units
which can be served by existing amenities.  At The Meadows, a 176-unit community
in Asheville,  North Carolina,  there is additional land for  approximately  250
additional  apartment  units.  The Company  acquired these adjacent  parcels and
transferred  them to a developer for construction and lease-up of the


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<PAGE>


additional  apartment  units.  These parcels and the  additional  apartments are
subject  to  repurchase  by the  Company,  which is  contingent  on a number  of
factors,  including the achievement of certain  occupancy  levels and compliance
with  various  time  commitments.  The  construction  at the  Meadows  has  been
completed,  and the Company  repurchased  the  property on March 16,  2000.  The
Company does not have interests in any land adjacent to any other  properties it
now owns,  but may acquire land or options to acquire land of this type adjacent
to other properties it may acquire in the future.

Acquisition of Apple Residential Income Trust, Inc.

On July 23, 1999, the Company  acquired  Apple  Residential  Income Trust,  Inc.
("Apple"). As a result, the Company acquired 29 apartment communities containing
7,503 apartment  homes. The acquisition  qualified as a tax-free  reorganization
and was accounted for under the purchase  method of accounting.  The acquisition
was  structured  as a merger of Apple into a  majority-owned  subsidiary  of the
Company. The aggregate purchase price was approximately $311 million.  Under the
terms of the  merger  agreement,  each  Apple  shareholder  received  0.4 of the
Company's Series A Convertible  Preferred Shares for each common share of Apple.
A total of  12,666,019 of the Company's  Series A Convertible  Preferred  Shares
were issued as a result of the merger. The Series A Convertible Preferred Shares
have a first year dividend  rate of $2.125,  which will increase to $2.25 in the
second  year  and  $2.375  in the  third  year  and  thereafter.  Each  Series A
Convertible  Preferred  Share  reflects a conversion  price of $15.80 per common
share of the  Company.  After five  years,  the Series A  Convertible  Preferred
Shares will be  redeemable at $25 per share plus any accrued  dividends,  at the
option  of the  Company,  in whole or in part,  for cash or  stock,  subject  to
certain conditions.  In addition,  the company assumed approximately $32 million
of Apple's debt with an effective  interest  rate of  approximately  6.475%.  No
goodwill was recorded as a result of this transaction.

Financing Policy

The  Company's  objective  is to seek  capital as needed at the lowest  possible
cost. In addition to obtaining  capital from future sales of common shares,  the
Company may obtain  capital  from lines of credit or other  secured or unsecured
borrowings.

On September 29, 1999,  the Company  received a loan in the principal  amount of
$73.5  million from The  Prudential  Insurance  Company of America.  The loan is
secured by ten properties.  The loan is interest only,  paid monthly,  and bears
interest  at a fixed  interest  rate of 7.29% per annum with a maturity  date of
September,  2006.  The  proceeds  were used to pay down  short-term  debt and to
curtail the Company's existing line of credit as described below.

In connection with the Apple merger, the Company assumed six mortgage notes with
a principal  amount of $30.8  million.  These  mortgages were recorded at a fair
value of $32 million at the date of assumption.  The difference between the fair
value and the principal is being amortized as an adjustment to interest  expense
over the term of the  respective  notes.  Prepayment  penalties  apply for early
retirements. Scheduled maturities are at various dates through December 2005. At
December  31, 1999 the balance of the  mortgage  note  payable was  $31,545,682.
Mortgage notes payable are due in monthly installments,  including principal and
interest.


                                       6
<PAGE>


During 1999, the Company's  $175 million  Unsecured Line of Credit was increased
to $185 million and the maturity date was extended to July 9, 2002.  The lenders
are a syndicate of banks with First Union National Bank as agent.  The Unsecured
Line of Credit currently bears interest equal to one-month LIBOR plus 1.20%. The
interest  rate is adjusted  monthly and the  formula  for  determination  of the
interest rate can change based on changes in financial  condition and debt level
of the  Company.  At December  31,  1999,  the  Company had an unused  borrowing
capacity of $35 million under the  Unsecured  Line of Credit.  In addition,  the
Company is obligated to pay lenders a quarterly commitment fee equal to .20% per
annum of the unused portion of the line. At December 31, 1999,  borrowings under
the agreement was $150 million.

During 1999, the Company  increased its $5 million  unsecured line of credit for
general corporate  purposes to $7.5 million.  This line of credit bears interest
at LIBOR plus 1.20%,  adjusted  monthly,  and the maturity  date was extended to
October 31, 2000. On December 31, 1999, the outstanding balance on this loan was
$7.5 million.

The Company intends to maintain a debt policy limit in which the Company's total
combined   indebtedness   plus  its  pro  rata  share  of  indebtedness  of  any
unconsolidated  investments  ("Joint  Venture  Debt") is  limited  to 40% of the
Company's  total equity  market  capitalization  plus its combined  indebtedness
(including its pro rata share of Joint Venture Debt).

Environmental Matters

In  connection  with each of its property  acquisitions,  the Company  obtains a
Phase I  Environment  Report,  and such  additional  environmental  reports  and
surveys as are necessitated by such preliminary  report.  Based on such reports,
the Company is not aware of any environmental  situations requiring  remediation
at its properties  which have not been or are not currently being  remediated as
necessary.

Recent Developments

Effective as of March 10, 2000, the Company sold 16 apartment  communities for a
gross selling price of $136.5  million.  These  apartment  communities had a net
book value,  after  depreciation,  of approximately $105 million at December 31,
1999.

ITEM 2.  Properties

Property Descriptions and Characteristics

As of December  31, 1999,  the Company  owned 87  apartment  communities,  which
comprised a total of 20,965  apartment units.  Those apartment  communities were
located in Georgia (7  communities),  North  Carolina  (31  communities),  South
Carolina (8 communities), Texas (29 communities), and Virginia (12 communities).

The  following  table sets forth  specific  information  regarding the Company's
properties:


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<PAGE>
<TABLE>
<CAPTION>

                                                                                                  Total                 Total
                                                                                   Initial      Investment            Investment
                                          Year         Date of        Encum--    Acquisition        at       Number   Per Unit at
        Property          Location      Completed    Acquisition      brances        Cost      12-31-99(1)  of Units   12-31-99
        --------          --------      ---------    -----------      -------        ----      -----------  --------   --------
<S>                       <C>             <C>       <C>                   <C>    <C>            <C>           <C>      <C>
GEORGIA

Ashley Run............... Atlanta         1987       April 1997           (8)    $18,000,000    $19,972,413   348      $57,392
Stone Brook.............. Atlanta         1986      October 1997          (8)      7,850,000      8,872,988   188       47,197
Carlyle Club............. Atlanta         1974       April 1997           ---     11,580,000     13,251,328   243       54,532
Dunwoody Springs......... Atlanta         1981        July 1997           ---     15,200,000     19,090,735   350       54,545
Savannah West............ Augusta         1968        July 1996           ---      9,843,620     14,048,274   456       30,808
West Eagle Greens........ Augusta         1974       March 1996           ---      4,020,000      6,426,900   165       38,951
Spring Lake.............. Morrow          1986       August 1998          (8)      9,000,000      9,866,697   188       52,482

NORTH CAROLINA

The Meadows.............. Asheville       1974      January 1996                   6,200,000      7,499,248   176       42,609
Beacon Hill.............. Charlotte       1985        May 1996            ---     13,579,203     14,977,670   349       42,916
Bridgetown Bay........... Charlotte       1986       April 1996           ---      5,025,000      5,978,562   120       49,821
Charleston Place......... Charlotte       1986        May 1997            (8)      9,475,000     10,479,833   214       48,971
Hanover Landing.......... Charlotte       1972       August 1995          ---      5,725,000      7,688,461   192       40,044
Heatherwood ............. Charlotte        (3)           (3)              ---     17,630,457     25,678,852   476       53,947
Meadow Creek............. Charlotte       1984        May 1996            ---     11,100,000     12,846,737   250       51,387
Paces Glen............... Charlotte       1986        July 1996           ---      7,425,000      8,283,569   172       48,160
Sailboat Bay............. Charlotte       1973      November 1995         ---      9,100,000     13,760,358   358       38,437
Summerwalk............... Concord         1983        May 1996            ---      5,660,000      7,811,259   160       48,820
Deerfield................ Durham          1985      November 1996         ---     10,675,000     11,434,772   204       56,053
The Landing.............. Durham          1984        May 1996            ---      8,345,000     10,273,739   200       51,369
Parkside at Woodlake..... Durham          1996     Sept ember 1996        ---     14,663,886     15,363,983   266       57,759
Wind Lake................ Greensboro      1985       April 1995           ---      8,760,000     11,513,608   299       38,507
Signature Place.......... Greenville      1981       August 1996          ---      5,462,948      7,490,089   171       43,802
Highland Hills........... Raleigh         1987     September 1996         ---     12,100,000     14,777,352   264       55,975
Clarion Crossing......... Raleigh         1972     September 1997         ---     10,600,000     11,199,362   228       49,120
The Hollows.............. Raleigh         1974        June 1993           ---      4,200,000      6,344,761   176       36,050
Paces Arbor.............. Raleigh         1986       March 1997           ---      5,588,219      6,061,500   101       60,015
Paces Forest............. Raleigh         1986       March 1997           ---      6,473,481      7,061,353   117       60,353
Remington Place.......... Raleigh         1985      October 1997          (8)      7,900,000      8,742,446   136       64,283
St. Regis................ Raleigh         1986      October 1997          (8)      9,800,000     10,313,631   180       57,298
The Trestles............. Raleigh         1987      December 1994         ---     10,350,000     11,674,666   280       41,695
The Timbers ............. Raleigh         1983        June 1998           ---      8,100,000      8,973,326   176       50,985
Chase Mooring............ Wilmington      1968       August 1994          ---      3,594,000      7,033,468   224       31,399
Osprey Landing........... Wilmington      1974      November 1995         ---      4,375,000      7,568,285   176       43,002
Wimbledon Chase.......... Wilmington      1976      February 1994         ---      3,300,000      5,792,212   192       30,168
Glen Eagles.............. Winston Salem   1986      October 1995          ---      7,300,000      8,387,218   166       50,525
<CAPTION>
                                          December          Year-to-Date
                           Average        Average              Economic
                           Unit Size  Rent Per Month (6)    Occupancy (7)
                          (Square     ------------------    -------------
        Property            Feet)     1998(2)    1999       1998(2)   1999
        --------            -----     -------    ----       ------    ----
<S>                       <C>           <C>       <C>         <C>      <C>
GEORGIA

Ashley Run............... 1,150         743       781         92%      92%
Stone Brook..............   937         656       703         89%      92%
Carlyle Club............. 1,089         730       768         92%      93%
Dunwoody Springs.........   948         681       724         92%      95%
Savannah West............   877         473       454         83%      78%
West Eagle Greens........   796         485       510         90%      88%
Spring Lake.............. 1,009         646       693         94%      92%

NORTH CAROLINA

The Meadows.............. 1,068         620       649         95%      95%
Beacon Hill..............   734         587       612         94%      92%
Bridgetown Bay...........   867         631       677         95%      96%
Charleston Place.........   806         613       632         93%      92%
Hanover Landing..........   832         545       574         94%      93%
Heatherwood ............. 1,186         609       649         90%      93%
Meadow Creek.............   860         620       636         91%      90%
Paces Glen...............   907         640       658         93%      93%
Sailboat Bay.............   906         569       602         91%      94%
Summerwalk...............   963         626       656         94%      95%
Deerfield................   888         754       756         92%      94%
The Landing..............   960         650       667         93%      95%
Parkside at Woodlake.....   865         686       712         88%      91%
Wind Lake................   727         506       522         92%      91%
Signature Place.......... 1,037         533       568         94%      93%
Highland Hills........... 1,000         767       765         96%      92%
Clarion Crossing.........   769         637       659         93%      91%
The Hollows..............   903         655       692         92%      94%
Paces Arbor..............   899         672       684         89%      90%
Paces Forest.............   883         665       678         89%      91%
Remington Place.......... 1,098         758       781         92%      92%
St. Regis................   840         686       701         93%      92%
The Trestles.............   776         589       605         92%      94%
The Timbers .............   745         614       638         92%      93%
Chase Mooring............   867         559       532         79%      84%
Osprey Landing...........   981         629       626         88%      91%
Wimbledon Chase..........   818         574       568         92%      90%
Glen Eagles..............   952         683       670         93%      88%
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>

                                                                                                    Total                 Total
                                                                                     Initial      Investment            Investment
                                            Year         Date of        Encum--    Acquisition        at       Number   Per Unit at
        Property          Location        Completed    Acquisition      brances        Cost      12-31-99(1)  of Units   12-31-99
        --------          --------        ---------    -----------      -------        ----      -----------  --------   --------
<S>                       <C>               <C>       <C>                   <C>    <C>          <C>             <C>      <C>
Mill Creek............... Winston Salem     1984     September 1995         ---      8,550,000    9,756,845     220       44,349
Stone Point.............. Charlotte         1986      January 1998          (8)      9,700,000   10,340,351     192       53,856
Pinnacle Ridge........... Asheville         1951       April 1998           ---      5,731,150    6,421,295     168       38,222

SOUTH CAROLINA

Westchase................ Charleston        1985      January 1997          (8)     11,000,000   13,212,319     352       37,535
Hampton Pointe........... Charleston        1986       March 1998           (8)     12,225,000   14,667,288     304       48,248
The Arbors at Windsor
  Lake................... Columbia          1991      January 1997          (8)     10,875,000   11,701,117     228       51,321
Stone Ridge.............. Columbia          1975      December 1993         ---      3,325,000    6,019,560     191       31,516
Breckinridge............. Greenville        1973        June 1995           ---      5,600,000    7,208,834     236       30,546
Magnolia Run............. Greenville        1972        June 1995           ---      5,500,000    7,009,512     212       33,064
Polo Club................ Greenville        1972        June 1993                    4,300,000    7,866,907     365       21,553
Cape Landing............. Myrtle Beach      1998      October 1998          ---     17,100,000   19,233,648     288       66,784

VIRGINIA

Trophy Chase............. Charlottesville    (5)           (5)              ---     12,628,991   16,648,166     425       39,172
Greenbrier............... Fredericksburg  1970/1990   October 1996          ---     11,099,525   12,606,881     258       48,864
Tradewinds............... Hampton           1988      November 1995         ---     10,200,000   11,781,289     284       41,483
County Green............. Lynchburg         1976      December 1993         ---      3,800,000    5,496,059     180       30,534
Ashley Park.............. Richmond          1988       March 1996           ---     12,205,000   13,271,520     272       48,792
Hampton Glen............. Richmond          1986       August 1996          ---     11,599,931   13,008,010     232       56,069
Trolley Square........... Richmond           (4)           (4)              ---     10,242,575   13,717,622     325       42,208
Arbor Trace.............. Virginia          1985       March 1996           ---      5,000,000    6,141,118     148       41,494
Bay Watch Pointe......... Virginia          1972        July 1995           ---      3,372,525    5,156,962     160       32,231
Harbour Club............  Virginia          1988        May 1994            ---      5,250,000    6,543,804     214       30,579
Mayflower Seaside........ Virginia          1950      October 1993          ---      7,634,144   10,786,692     263       41,014
The Gables............... Richmond          1987        July 1998           ---     11,500,000   12,710,802     224       56,745

TEXAS

Brookfield............... Dallas            1984        July 1999           ---      8,014,533    8,161,716     232       35,180
Toscana.................. Dallas            1986        July 1999           ---      7,334,023    7,365,639     192       38,363
Paces Cove............... Dallas            1982        July 1999           ---     11,712,879   11,971,802     328       36,499
Timberglen............... Dallas            1984        July 1999           ---     13,220,605   13,584,884     304       44,687
Summertree............... Dallas            1980        July 1999           ---      7,724,156    8,229,667     232       35,473
Devonshire............... Dallas            1978        July 1999    $3,966,620      7,564,892    7,891,678     144       54,803
The Courts on Pear Ridge. Dallas            1988        July 1999           ---     11,843,691   11,946,254     242       49,365
Eagle Crest.............. Irving          1983\1985     July 1999           ---     21,566,317   21,656,922     484       44,746
Remington Hills.......... Irving          1984\1985     July 1999           ---     20,921,219   21,404,019     362       59,127
Estrada Oaks............. Irving            1983        July 1999           ---     10,786,882   11,012,434     248       44,405
Aspen Hills.............. Arlington         1979        July 1999           ---      7,223,722    7,358,975     240       30,662
Mill Crossing............ Arlington         1979        July 1999           ---      5,269,792    5,338,858     184       29,016
Polo Run................. Arlington       1984        July 1999             ---      7,556,647    8,352,311   224       37,287
<CAPTION>
                                          December          Year-to-Date
                           Average        Average              Economic
                           Unit Size  Rent Per Month (6)    Occupancy (7)
                          (Square     ------------------    -------------
        Property            Feet)     1998(2)    1999       1998(2)   1999
        --------            -----     -------    ----       ------    ----
<S>                       <C>           <C>       <C>         <C>      <C>
Mill Creek...............   897         592       579         94%      90%
Stone Point..............   848         631       660         94%      94%
Pinnacle Ridge...........   885         528       563         95%      95%

SOUTH CAROLINA

Westchase................   706         551       589         96%      96%
Hampton Pointe........... 1,035         606       681         98%      98%
The Arbors at Windsor
  Lake...................   966         668       661         94%      91%
Stone Ridge.............. 1,047         542       576         93%      91%
Breckinridge.............   726         441       440         90%      93%
Magnolia Run.............   993         535       553         91%      92%
Polo Club................   807         403       440         84%      92%
Cape Landing.............   933         666       662         84%      93%

VIRGINIA

Trophy Chase............. 1,736         581       625         94%      91%
Greenbrier...............   851         648       681         97%      95%
Tradewinds...............   930         624       653         92%      94%
County Green............. 1,000         525       543         94%      93%
Ashley Park..............   765         606       629         95%      94%
Hampton Glen.............   788         677       717         94%      94%
Trolley Square...........   589         561       612         95%      92%
Arbor Trace..............   850         590       652         91%      93%
Bay Watch Pointe.........   911         620       644         95%      96%
Harbour Club............    813         589       654         91%      93%
Mayflower Seaside........   698         715       753         95%      92%
The Gables...............   700         600       654         94%      92%
<PAGE>

TEXAS

Brookfield...............   714         ---       547         ---      94%
Toscana..................   601         ---       546         ---      97%
Paces Cove...............   670         ---       563         ---      92%
Timberglen...............   728         ---       601         ---      93%
Summertree...............   575         ---       512         ---      92%
Devonshire...............   876         ---       665         ---      96%
The Courts on Pear Ridge.   774         ---       678         ---      94%
Eagle Crest..............   887         ---       647         ---      89%
Remington Hills..........   957         ---       791         ---      90%
Estrada Oaks.............   771         ---       617         ---      94%
Aspen Hills..............   671         ---       527         ---      92%
Mill Crossing............   691         ---       525         ---      93%
Polo Run.................   854         ---       609         ---      92%
</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>

                                                                                                  Total                 Total
                                                                                     Initial    Investment            Investment
                                          Year         Date of        Encum--      Acquisition      at       Number   Per Unit at
        Property          Location      Completed    Acquisition      brances          Cost    12-31-99(1)  of Units   12-31-99
        --------          --------      ---------    -----------      -------          ----    -----------  --------   --------
<S>                       <C>             <C>       <C>             <C>            <C>          <C>           <C>      <C>
Cottonwood............... Arlington       1985        July 1999             ---      6,271,756    6,768,671   200       33,843
Burney Oaks.............. Arlington       1985        July 1999             ---      9,965,236   10,224,472   240       42,602
Copper Crossing.......... Fort Worth      1981        July 1999             ---     11,776,983   12,005,817   400       30,015
The Arbors on Forest..... Bedford         1986        July 1999             ---      9,573,954    9,617,764   210       45,799
Park Village............. Bedford         1983        July 1999             ---      8,224,541    8,582,259   238       36,060
Wildwood................. Euless          1984        July 1999             ---      4,471,294    4,524,238   120       37,702
Main Park................ Duncanville     1984        July 1999             ---      9,082,967    9,201,464   192       47,924
Pace's Point............. Lewisville      1985        July 1999       8,076,155     12,980,245   13,167,942   300       43,893
Silver Brook I........... Grand Prairie   1982        July 1999             ---     15,709,893   16,505,257   472       34,969
Silver Brook II.......... Grand Prairie   1984        July 1999       2,996,150      5,808,250    6,022,167   170       35,425
Grayson Square II........ Grapevine       1986        July 1999       6,622,849     12,210,121   12,437,775   250       49,751
Grayson Square I......... Grapevine       1985        July 1999       6,884,762      9,948,959   10,238,037   200       51,190
Meridian................. Austin          1988        July 1999       2,999,146      7,539,224    7,742,932   200       38,715
Canyon Hills............. Austin          1996        July 1999             ---     12,512,502   12,586,448   229       54,963
Cutter's Point........... Richardson      1978        July 1999             ---      9,859,840   10,367,834   196       52,897
Sierra Ridge............. San Antonio     1981        July 1999             ---      6,624,666    7,014,246   230       30,497
                                                                    --------------------------------------------------------------
                                                                    $105,045,682  $799,739,444 $919,128,738  20,965    $43,841
<CAPTION>
                                          December          Year-to-Date
                           Average        Average              Economic
                           Unit Size  Rent Per Month (6)    Occupancy (7)
                          (Square     ------------------    -------------
        Property            Feet)     1998(2)    1999       1998(2)   1999
        --------            -----     -------    ----       ------    ----
<S>                       <C>           <C>       <C>         <C>      <C>
Cottonwood...............   751         ---       540         ---      95%
Burney Oaks..............   794         ---       635         ---      96%
Copper Crossing..........   739         ---       494         ---      91%
The Arbors on Forest.....   804         ---       643         ---      92%
Park Village.............   647         ---       539         ---      93%
Wildwood.................   755         ---       651         ---      92%
Main Park................   939         ---       732         ---      97%
Pace's Point.............   762         ---       624         ---      97%
Silver Brook I...........   842         ---       558         ---      94%
Silver Brook II..........   741         ---       512         ---      94%
Grayson Square II........   850         ---       690         ---      94%
Grayson Square I.........   840         ---       683         ---      93%
Meridian.................   741         ---       612         ---      97%
Canyon Hills.............   799         ---       730         ---      98%
Cutter's Point........... 1,010         ---       719         ---      95%
Sierra Ridge.............   751         ---       502         ---      92%
                          ----------------------------------------------------
                            863        $608      $625         92%      92%
</TABLE>

Notes to Table of Properties:

(1)  "Total  Investment"  includes the purchase  price of the property plus real
     estate  commissions,  closing costs and improvements  capitalized since the
     date of  acquisition,  excluding  Apple  properties.  The Apple  properties
     include  the  allocated  purchase  price  at the  time  of the  merger  and
     improvements capitalized since the merger.

(2)  An open item denotes  that the Company did not own the property  during the
     period indicated.

(3)  Heatherwood  Apartments is comprised of Heatherwood (completed in 1980) and
     Italian Village and Villa Marina Apartments  (completed in 1980),  acquired
     in September 1996 and August 1997,  respectively,  at a cost of $10,205,457
     and  $7,425,000.  They are  adjoining  properties  and are  operated as one
     apartment community.

(4)  Trolley Square  Apartments is comprised of Trolley  Square East  Apartments
     (completed in 1964) and Trolley Square West Apartments  (completed in 1965)
     acquired  in  June  1996  and  December  1996,  respectively,  at a cost of
     $6,000,000 and $4,242,575. They are adjacent properties and are operated as
     one apartment community.

                                       10
<PAGE>

(5)  Trophy Chase is comprised of Trophy Chase  (completed in 1970) and Hunter's
     Creek   (completed  in  1970)   acquired  in  April  1996  and  July  1999,
     respectively, at a cost of $3,710,000 and $8,918,991.

(6)  Average rent per month  reflects  December's  monthly gross  potential less
     concessions divided by the property's number of units.

(7)  Economic  Occupancy  percentage  reflects Adjusted Schedule Rent divided by
     Adjusted Gross Potential  where Adjusted Gross Potential  consists of Gross
     Potential net of  concessions,  model unit costs,  and employee unit costs,
     and Adjusted  Schedule  Rent  consists of Adjusted  Gross  Potential net of
     vacancies and bad debt expense.

(8)  Indication for ten properties that serve as collateral for $73.5 million of
     secured debt.







                                       11
<PAGE>




ITEM 3.  Legal Proceedings

Neither the Company nor any of its apartment  properties is presently subject to
any material  litigation  nor, to the  Company's  knowledge,  is any  litigation
threatened  against the  Company or any of the  properties,  other than  routine
actions arising in the ordinary  course of business,  some of which are expected
to be covered  by  liability  insurance  and all of which  collectively  are not
expected  to  have a  material  adverse  effect  on the  business  or  financial
condition or results of operations of the Company.

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

None.




                                       12
<PAGE>



                                     PART II

ITEM 5.  Market for Registrant's Common Equity and Related Stockholder Matters

The Company's common shares are traded on the New York Stock Exchange  ("NYSE").
The common  shares were  listed on the NYSE under the symbol  "TCR" on April 18,
1997.  Before  that  date,  there was no active  trading  market  for the common
shares.  The following table sets forth the high and low sale prices on the NYSE
for the  common  shares  (as  reported  by the NYSE) and the cash  distributions
declared and paid for each quarterly  period  indicated.  On March 15, 2000, the
last reported sale price on the NYSE was $10.375 per common share.

<TABLE>
<CAPTION>
------------------------------------- ---------------- ----------------- ---------------------
                                                                            Cash Distribution
1998                                       High              Low             Per Common Share
----                                       ----              ---             ----------------
<S>                                     <C>              <C>                     <C>
First Quarter                           $ 13.25          $ 11.875                $ 0.25
Second Quarter                            12.6875          11.125                  0.26
Third Quarter                             12.125           10.25                   0.26
Fourth Quarter                            11.25            10.25                   0.26

1999
----

First Quarter                           $ 11.125         $  9.00                 $ 0.26
Second Quarter                            10.9375           9.625                  0.27
Third Quarter                             10.625            9.00                   0.27
Fourth Quarter                            10.6875           9.0625                 0.27
------------------------------------- ---------------- ----------------- ---------------------
</TABLE>

Distributions  of  $42,050,415  and  $38,317,602  were made to the  shareholders
during 1999 and 1998, respectively.

The  timing  and  amounts  of  distributions  to  shareholders  are  within  the
discretion of the Company's board of directors. Future distributions will depend
on the Company's  results of  operations,  cash flow from  operations,  economic
conditions and other factors, such as working capital, cash requirements to fund
investing and financing activities, capital expenditure requirements,  including
improvements  to and expansions of properties and the  acquisition of additional
properties,  as well as the distribution  requirements  under federal income tax
provisions  for  qualification  as a REIT.  The Company's  distributions  to its
shareholders  also may be limited by the  agreement  pertaining to the Company's
Unsecured Line of Credit.

For federal income tax purposes,  distributions paid to common  shareholders may
consist of ordinary income,  capital gains distributions,  non-taxable return of
capital, or a combination thereof.  Distributions  constitute ordinary income to
the extent of the  Company's  current  and  accumulated  earnings  and  profits.
Distributions  which exceed the Company's  current and accumulated  earnings and
profits constitute a return of capital rather than a dividend to the extent of a
shareholder's  basis in his common shares and reduce the shareholder's  basis in
the common


                                       13
<PAGE>


shares. To the extent that a distribution exceeds both the Company's current and
accumulated  earnings  and  profits  and the  shareholder's  basis in his common
shares,  it is  generally  treated  as gain  from the sale or  exchange  of that
shareholder's  common shares. The Company notifies  shareholders  annually as to
the  taxability  of  distributions  paid  during the  preceding  year.  In 1999,
approximately  11% of  distributions  represented  a return of capital,  and the
balance represented ordinary income.

The Company has a Dividend  Reinvestment and Share Purchase Plan under which any
record  holder of common  shares  may  reinvest  cash  dividends  and may invest
additional cash payments of up to $15,000 per quarter in common shares.

On July 23,  1999,  in  connection  with the Apple  merger,  the Company  issued
12,666,019 Series A Convertible  Preferred Shares,  each of which is convertible
into 1.5823 of the Company's  common  shares,  reflecting a conversion  price of
$15.80 per common  share of the  Company.  The  Series A  Convertible  Preferred
Shares are non-voting and have a liquidation  preference of $25 per share of the
Company's common shares.  After five years,  the Series A Convertible  Preferred
Shares are redeemable at $25 per share plus any accrued dividends, at the option
of the  Company,  in whole or in part,  for cash or stock,  subject  to  certain
conditions.  The Company is imputing  dividends  calculated as the present value
difference  between the perpetual  preferred stock  distribution  and the stated
distribution  rate.  The imputed  dividend is reflected as additional  preferred
stock distributions. The Series A Convertible Preferred Shares are not listed on
any exchange.

On  March  15,  2000,  the  Company's  common  shares  were  held by 128  record
shareholders.

ITEM 6.  Selected Financial Data

For the information  called for by this item, see the information in Exhibit 13,
1999 Annual  Report,  under the  caption  "Selected  Financial  Data" on page 26
thereof, which information is hereby incorporated by reference herein.

The selected  financial  data should be read in  conjunction  with the financial
statements  and  related  notes of the  Company  included  under  Item 8 of this
Report.

ITEM 7 / 7A.  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations / Market Risk Disclosure

For the information  called for by this item, see the information in Exhibit 13,
1999 Annual Report, under the caption  "Management's  Discussion and Analysis of
Financial  Condition and Results of  Operations" on pages 27 through 32 thereof,
which information is hereby incorporated herein by reference.


                                       14
<PAGE>


ITEM 8.  Financial Statements and Supplementary Data

The  financial  statements  of the  Company and report of  independent  auditors
required to be included in this item are set forth in Item 14 of this report and
are hereby incorporated herein by reference.

ITEM  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

None.






                                       15
<PAGE>



                                    PART III

ITEM 10.  Directors and Executive Officers of the Registrant

For information  with respect to the Company's  directors and director  nominees
see the  information  under  "Ownership of Equity  Securities"  and "Election of
Directors"  in the  Company's  Proxy  Statement  for its 2000 Annual  Meeting of
Shareholders,  which information is hereby incorporated herein by reference. For
information  with respect to the  Company's  executive  officers see  "Executive
Officers"  in the  Company's  Proxy  Statement  for its 2000  Annual  Meeting of
Shareholders, which information is hereby incorporated herein by reference.

ITEM 11.  Executive Compensation

For information with respect to compensation of the Company's executive officers
and directors,  see the information under  "Compensation of Executive  Officers"
and  "Compensation  of Directors" in the Company's  Proxy Statement for its 2000
Annual Meeting of Shareholders,  which information is hereby incorporated herein
by reference.

ITEM 12.  Security Ownership of Certain Beneficial Owners and Management

See the  information  under  "Ownership of Equity  Securities"  in the Company's
Proxy Statement for its 2000 Annual Meeting of Shareholders,  which  information
is hereby incorporated herein by reference.

ITEM 13.  Certain Relationships and Related Transactions

For  information  on certain  relationships  and related  transactions,  see the
information under "Certain  Relationships and Agreements" in the Company's Proxy
Statement for its 2000 Annual  Meeting of  Shareholders,  which  information  is
hereby incorporated herein by reference.


                                       16
<PAGE>



                                     PART IV

ITEM 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)  Documents filed as part of the report

     1.   Financial Statements

     The  following  consolidated  financial  statements of the  registrant  are
hereby  included in Item 8 and  incorporated  by reference from Exhibit 13 (1999
Annual Report).

               Independent Auditors' Report
                        Ernst & Young LLP

               Consolidated Balance Sheets
                        December 31, 1999 and 1998

               Consolidated Statements of Operations
                        Years Ended December 31, 1999, 1998 and 1997

               Consolidated Statements of Shareholders' Equity
                        Years ended December 31, 1999, 1998 and 1997

               Consolidated Statements of Cash Flows
                        Years ended December 31, 1999, 1998 and 1997

               Notes to Consolidated Financial Statements

     2.   Financial Statement Schedule

               Schedule III - Real Estate and Accumulated Depreciation
               (Included  at the end of this Part IV on pages 19  through  26 of
               this report)

     All other financial  statement schedules have been omitted because they are
not  applicable or not required or because the required  information is included
elsewhere in the financial statements or notes thereto.

     3.   Exhibits

     Incorporated  herein by reference  are the exhibits  listed under  "Exhibit
Index" on pages 28 through 36 of this report.


                                       17
<PAGE>



(b)  Reports on Form 8-K

     During the last quarter of 1999,  the Company filed the  following  Current
Reports on Form 8-K:

     On October 13, 1999, the registrant  filed a Report on Form 8-K to a Report
on Form 8-K dated October 1, 1999. This item was item 5 and 7.

     On November 3, 1999, the registrant  filed a Report on Form 8-K to a Report
on Form 8-K dated September 29, 1999.



                                       18
<PAGE>

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION (AS OF DECEMBER 31, 1999)

<TABLE>
<CAPTION>
                                   ------------------------------------------------------------------------------------
                                          Initial Cost            Subsequent Imp.          Gross Amount Carried
                            Encum- ------------------------------------------------------------------------------------
Description                brances     Land         Bldg. & Imp.  Capitalized      Land        Bldg. & Imp.   Total
------------------------------------------------------------------------------------------------------------------------
<S>                            <C>    <C>             <C>         <C>             <C>         <C>           <C>
1) Polo Club                    --   $  264,698      $4,035,302    $3,566,907      $264,698    $7,602,209    $7,866,907
* Greenville, SC
* Multi-family housing

2) The Hollows                  --     1,374,840     2,825,160     2,144,761     1,390,671     4,954,090     6,344,761
* Raleigh, NC
* Multi-family housing

3) Mayflower Seaside            --     2,258,169     5,375,975     3,152,548     2,258,248     8,528,444    10,786,692
* Virginia Beach, VA
* Multi-family housing
* Retail shops

4) Stone  Ridge                 --       374,271     2,950,729     2,694,560       374,293     5,645,267     6,019,560
* Columbia, SC
* Multi-family housing

5) County Green                 --       319,250     3,480,750     1,696,059       327,484     5,168,575     5,496,059
* Lynchburg, VA
* Multi-family housing

6) Wimbledon Chase              --       304,590     2,995,410     2,492,212       305,365     5,486,847     5,792,212
* Wilmington, NC
* Multi-family housing

7) Harbour Club                 --     1,019,895     4,230,105     1,293,804     1,020,274     5,523,530     6,543,804
* Virginia Beach, VA
* Multi-family housing

8) Chase Mooring                --       258,126     3,335,874     3,439,468       252,909     6,780,559     7,033,468
* Wilmington, NC
* Multi-family housing

9) The Trestles                 --     2,650,884     7,699,116     1,324,666     2,686,006     8,988,660    11,674,666
* Raleigh, NC
* Multi-family housing
<CAPTION>
                                            Year          Date
Description                 Acc. Depr.  Constructed     Acquired      Dep. Life
-------------------------------------------------------------------------------
<S>                         <C>             <C>       <C>             <C>
1) Polo Club                $2,229,426      1972      June 3, 1993    27.5 yrs.
* Greenville, SC
* Multi-family housing

2) The Hollows              $1,371,280      1974      June 1, 1993    27.5 yrs.
* Raleigh, NC
* Multi-family housing

3) Mayflower Seaside        $1,776,525      1950      Oct. 26, 1993   27.5 yrs.
* Virginia Beach, VA
* Multi-family housing
* Retail shops

4) Stone  Ridge             $1,523,199      1975      Dec. 8, 1993    27.5 yrs.
* Columbia, SC
* Multi-family housing

5) County Green             $1,287,273      1976      Dec. 1, 1993    27.5 yrs.
* Lynchburg, VA
* Multi-family housing

6) Wimbledon Chase          $1,312,650      1976      Feb. 1, 1994    27.5 yrs.
* Wilmington, NC
* Multi-family housing

7) Harbour Club             $1,185,861      1988       May 1, 1994    27.5 yrs.
* Virginia Beach, VA
* Multi-family housing

8) Chase Mooring            $1,221,272      1968      Aug. 1, 1994    27.5 yrs.
* Wilmington, NC
* Multi-family housing

9) The Trestles             $1,951,490      1987      Dec. 30, 1994   27.5 yrs.
* Raleigh, NC
* Multi-family housing
</TABLE>

                                       19
<PAGE>

<TABLE>
<CAPTION>
                                   ------------------------------------------------------------------------------------
                                          Initial Cost             Subsequent Imp.        Gross Amount Carried
                            Encum- ------------------------------------------------------------------------------------
Description                brances    Land          Bldg. & Imp.   Capitalized    Land        Bldg. & Imp.   Total
------------------------------------------------------------------------------------------------------------------------
<S>                            <C>    <C>             <C>         <C>             <C>         <C>           <C>
10) Wind Lake                   --     1,051,200     7,708,800     2,753,608     1,088,780    10,424,828    11,513,608
* Greensboro, NC
* Multi-family housing

11) Magnolia Run                --       495,000     5,005,000     1,509,512       509,001     6,500,511     7,009,512
* Greenville, SC
* Multi-family housing

12) Breckinridge                --     1,512,000     4,088,000     1,608,834     1,558,060     5,650,774     7,208,834
* Greenville, SC
* Multi-family housing

13) Bay Watch Pointe            --       775,680     2,596,845     1,784,437       816,936     4,340,026     5,156,962
* Virginia Beach, VA
* Multi-family housing

14) Hanover Landing             --       801,500     4,923,500     1,963,461       822,285     6,866,176     7,688,461
* Charlotte, NC
* Multi-family housing

15) Mill Creek                  --     1,368,000     7,182,000     1,206,845     1,417,614     8,339,231     9,756,845
* Winston-Salem, NC
* Multi-family housing

16) Glen Eagles                 --     1,095,000     6,205,000     1,087,218       890,680     7,496,538     8,387,218
* Winston-Salem, NC
* Multi-family housing

17) Sailboat Bay                --     2,002,000     7,098,000     4,660,358     2,066,930    11,693,428    13,760,358
* Charlotte, NC
* Multi-family housing

18) Tradewinds                  --     1,428,000     8,772,000     1,581,289     1,436,890    10,344,399    11,781,289
* Hampton, VA
* Multi-family housing

19) Osprey Landing              --       393,750     3,981,250     3,193,285       403,842     7,164,443     7,568,285
* Wilmington, NC
* Multi-family housing

20) The Meadows                 --       186,000     6,014,000     1,299,248       166,196     7,333,052     7,499,248
* Asheville, NC
* Multi-family housing

21) West Eagle Green            --       326,400     3,693,600     2,406,900       316,825     6,110,075     6,426,900
* Augusta, GA
* Multi-family housing
<CAPTION>
                                            Year          Date
Description                 Acc. Depr.  Constructed     Acquired      Dep. Life
-------------------------------------------------------------------------------
<S>                         <C>             <C>       <C>             <C>
10) Wind Lake               $1,797,291      1985      April 1, 1995   27.5 yrs.
* Greensboro, NC
* Multi-family housing

11) Magnolia Run            $1,249,880      1972      June 1, 1995    27.5 yrs.
* Greenville, SC
* Multi-family housing

12) Breckinridge            $1,070,571      1973      June 21, 1995   27.5 yrs.
* Greenville, SC
* Multi-family housing

13) Bay Watch Pointe          $850,371      1972      July 18, 1995   27.5 yrs.
* Virginia Beach, VA
* Multi-family housing

14) Hanover Landing         $1,124,516      1972      Aug. 22, 1995   27.5 yrs.
* Charlotte, NC
* Multi-family housing


<PAGE>


15) Mill Creek              $1,367,852      1984      Sept. 1, 1995   27.5 yrs.
* Winston-Salem, NC
* Multi-family housing

16) Glen Eagles             $1,277,793      1990      Oct. 1, 1995    27.5 yrs.
* Winston-Salem, NC
* Multi-family housing

17) Sailboat Bay            $2,893,325      1972      Nov. 1, 1995    27.5 yrs.
* Charlotte, NC
* Multi-family housing

18) Tradewinds              $1,671,376      1988      Nov. 1, 1995    27.5 yrs.
* Hampton, VA
* Multi-family housing

19) Osprey Landing          $1,252,918      1973      Nov. 1, 1995    27.5 yrs.
* Wilmington, NC
* Multi-family housing

20) The Meadows             $1,193,546      1974      Jan. 31, 1996   27.5 yrs.
* Asheville, NC
* Multi-family housing

21) West Eagle Green        $1,006,501      1974      March 1, 1996   27.5 yrs.
* Augusta, GA
* Multi-family housing

</TABLE>

                                       20
<PAGE>

<TABLE>
<CAPTION>
                                   ------------------------------------------------------------------------------------
                                          Initial Cost             Subsequent Imp.       Gross Amount Carried
                            Encum- ------------------------------------------------------------------------------------
Description                brances    Land         Bldg. & Imp.   Capitalized    Land        Bldg. & Imp.   Total
------------------------------------------------------------------------------------------------------------------------
<S>                            <C>    <C>             <C>         <C>             <C>         <C>           <C>


22) Ashley Park                 --     1,586,650    10,618,350     1,066,520     1,589,251    11,682,269    13,271,520
* Richmond, VA
* Multi-family housing

23) Arbor Trace                 --     1,100,000     3,900,000     1,141,118     1,130,749     5,010,369     6,141,118
* Virginia Beach, VA
* Multi-family housing

24) Bridgetown Bay              --       603,000     4,422,000       953,562       624,233     5,354,329     5,978,562
* Charlotte, NC
* Multi-family housing

25) Trophy Chase                --       853,000     2,856,700     4,019,175     2,480,997    14,167,169    16,648,166
* Charlottesville, VA                  1,602,680     7,316,311
* Multi-family housing

26) Beacon Hill                 --     3,121,587    10,457,616     1,398,467     3,076,214    11,901,456    14,977,670
* Charlotte, NC
* Multi-family housing

27) Summerwalk                  --     1,528,200     4,131,800     2,151,259     1,565,051     6,246,208     7,811,259
* Concord, NC
* Multi-family housing

28) The Landing                 --     1,001,400     7,343,600     1,928,739     1,023,951     9,249,788    10,273,739
* Raleigh, NC
* Multi-family housing

29) Meadowcreek                 --     1,110,000     9,990,000     1,746,737     1,134,445    11,712,292    12,846,737
* Pineville, NC
* Multi-family housing

30) Trolley Square              --     1,620,000     4,380,000     3,475,047     2,817,605    10,900,017    13,717,622
Trolley Square West                    1,145,495     3,097,080
* Richmond, VA
* Multi-family housing

31) Savannah West               --       627,860     9,215,760     4,204,654     1,146,016    12,902,258    14,048,274
* Augusta, GA
* Multi-family housing

32) Paces Glen                  --     2,153,250     5,271,750       858,569     2,226,399     6,057,170     8,283,569
* Charlotte, NC
* Multi-family housing

33) Signature Place             --       491,665     4,971,283     2,027,141       502,648     6,987,441     7,490,089
* Greenville, NC
* Multi-family housing
<CAPTION>
                                            Year          Date
Description                 Acc. Depr.  Constructed     Acquired      Dep. Life
-------------------------------------------------------------------------------
<S>                         <C>             <C>       <C>             <C>
22) Ashley Park             $1,799,541      1988      March 1, 1996   27.5 yrs.
* Richmond, VA
* Multi-family housing

23) Arbor Trace               $815,867      1985      March 1, 1996   27.5 yrs.
* Virginia Beach, VA
* Multi-family housing

24) Bridgetown Bay            $801,470      1986      April 1, 1996   27.5 yrs.
* Charlotte, NC
* Multi-family housing

25) Trophy Chase            $1,173,456      1970      April 1, 1996   27.5 yrs.
* Charlottesville, VA
* Multi-family housing

26) Beacon Hill             $1,670,404      1985       May 1, 1996    27.5 yrs.
* Charlotte, NC
* Multi-family housing


<PAGE>


27) Summerwalk                $933,110      1983       May 1, 1996    27.5 yrs.
* Concord, NC
* Multi-family housing

28) The Landing             $1,314,898      1984       May 1, 1996    27.5 yrs.
* Raleigh, NC
* Multi-family housing

29) Meadowcreek             $1,676,493      1984      May 31, 1996    27.5 yrs.
* Pineville, NC
* Multi-family housing

30) Trolley Square          $1,627,402      1968      June 25, 1996   27.5 yrs.
Trolley Square West                         1964      Dec. 31, 1996   27.5 yrs.
* Richmond, VA
* Multi-family housing

31) Savannah West           $1,753,913      1976      July 1, 1996    27.5 yrs.
* Augusta, GA
* Multi-family housing

32) Paces Glen                $807,822      1986      July 19, 1996   27.5 yrs.
* Charlotte, NC
* Multi-family housing

33) Signature Place         $1,056,405      1981     August 1, 1996   27.5 yrs.
* Greenville, NC
* Multi-family housing
</TABLE>

                                       21
<PAGE>

<TABLE>
<CAPTION>
                                   ------------------------------------------------------------------------------------
                                          Initial Cost             Subsequent Imp.       Gross Amount Carried
                            Encum- ------------------------------------------------------------------------------------
Description                brances    Land          Bldg. & Imp.   Capitalized     Land        Bldg. & Imp.   Total
------------------------------------------------------------------------------------------------------------------------
<S>                            <C>    <C>             <C>         <C>             <C>         <C>           <C>
34) Hampton Glen                --     1,391,992    10,207,939     1,408,079     1,414,237    11,593,773    13,008,010
* Richmond, VA
* Multi-family housing

35) Heatherwood                 --     2,449,310     7,756,147     8,048,395     4,186,842    21,492,010    25,678,852
Italian Village/Villa Marina           1,707,750     5,717,250
* Charlotte, NC
* Multi-family housing

36) Highland Hills              --     1,210,000    10,890,000     2,677,352     1,198,724    13,578,628    14,777,352
* Carrboro, NC
* Multi-family housing

37) Parkside at Woodlake        --     2,932,778    11,731,108       700,097     2,884,355    12,479,628    15,363,983
* Durham, NC
* Multi-family housing

38) Greenbrier                  --       998,957    10,100,568     1,507,356     1,009,698    11,597,183    12,606,881
* Fredericksburg, VA
* Multi-family housing

39) Deerfield                   --       427,000    10,248,000       759,772       430,416    11,004,356    11,434,772
* Durham, NC
* Multi-family housing

40) The Arbors at Windor
  Lake                         (2)       978,750     9,896,250       826,117       994,426    10,706,691    11,701,117
* Columbia, SC
* Multi-family housing

41) Westchase                  (2)     1,980,000     9,020,000     2,212,319     2,012,327    11,199,992    13,212,319
* Charleston, SC
* Multi-family housing

42) Paces Arbor                 --     1,173,526     4,414,693       473,281     1,181,172     4,880,328     6,061,500
* Raleigh, NC
* Multi-family housing

43) Paces Forest                --     1,359,431     5,114,050       587,872     1,370,590     5,690,763     7,061,353
* Raleigh, NC
* Multi-family housing

44) Carlyle Club                --     3,589,800     7,990,200     1,671,328     3,607,026     9,644,302    13,251,328
* Lawrenceville, GA
* Multi-family housing
<CAPTION>
                                              Year          Date
Description                   Acc. Depr.  Constructed     Acquired      Dep. Life
---------------------------------------------------------------------------------
<S>                           <C>             <C>       <C>             <C>
34) Hampton Glen              $1,556,617      1986     August 1, 1996   27.5 yrs.
* Richmond, VA
* Multi-family housing

35) Heatherwood               $2,376,773      1980      Sept. 1, 1996   27.5 yrs.
Italian Village/Villa Marina                  1980      Aug. 29, 1997
* Charlotte, NC
* Multi-family housing

36) Highland Hills            $1,867,985      1987     Sept. 27, 1996   27.5 yrs.
* Carrboro, NC
* Multi-family housing

37) Parkside at Woodlake      $1,616,808      1996      Aug. 31, 1996   27.5 yrs.
* Durham, NC
* Multi-family housing

38) Greenbrier                $1,537,701      1980      Oct. 1, 1996    27.5 yrs.
* Fredericksburg, VA
* Multi-family housing

39) Deerfield                 $1,323,856      1985      Nov. 1, 1996    27.5 yrs.
* Durham, NC
* Multi-family housing

40) The Arbors at Windsor
  Lake                        $1,255,948      1991      Jan. 1, 1997    27.5 yrs.
* Columbia, SC
* Multi-family housing

41) Westchase                 $1,356,921      1985      Jan. 15, 1997   27.5 yrs.
* Charleston, SC
* Multi-family housing

42) Paces Arbor                 $542,022      1986      March 1, 1997   27.5 yrs.
* Raleigh, NC
* Multi-family housing

43) Paces Forest                $635,445      1986      March 1, 1997   27.5 yrs.
* Raleigh, NC
* Multi-family housing

44) Carlyle Club              $1,098,000      1974      Apr. 30, 1997   27.5 yrs.
* Lawrenceville, GA
* Multi-family housing
</TABLE>

                                       22
<PAGE>

<TABLE>
<CAPTION>
                                   ------------------------------------------------------------------------------------
                                          Initial Cost            Subsequent Imp.        Gross Amount Carried
                            Encum- ------------------------------------------------------------------------------------
Description                brances    Land          Bldg. & Imp.   Capitalized    Land        Bldg. & Imp.   Total
------------------------------------------------------------------------------------------------------------------------
<S>                            <C>    <C>             <C>         <C>             <C>         <C>           <C>
45) Ashley Run                 (2)     3,780,000    14,220,000     1,972,413     3,793,621    16,178,792    19,972,413
* Norcross, GA
* Multi-family housing

46) Charleston Place           (2)     1,516,000     7,959,000     1,004,833     1,534,603     8,945,230    10,479,833
* Charlotte, NC
* Multi-family housing

47) Dunwoody Springs            --     3,648,000    11,552,000     3,890,735     3,662,295    15,428,440    19,090,735
* Dunwoody, GA
* Multi-family housing

48) Clarion Crossing            --     3,180,000     7,420,000       599,362     3,235,960     7,963,402    11,199,362
* Raleigh, NC
* Multi-family housing

49) Stone Brook                (2)     1,570,000     6,280,000     1,022,988     1,582,468     7,290,520     8,872,988
* Norcross, GA
* Multi-family housing

50) St. Regis                  (2)     2,156,000     7,644,000       513,631     2,170,353     8,143,278    10,313,631
* Raleigh, NC
* Multi-family housing

51) Remington Place            (2)     1,422,000     6,478,000       842,446     1,433,609     7,308,837     8,742,446
* Raleigh, NC
* Multi-family housing

52) Stone Point                (2)     1,164,000     8,536,000       640,351     1,128,956     9,211,395    10,340,351
* Charlotte, NC
* Multi-family housing

53) Pinnacle Ridge              --     1,547,411     4,183,740       690,144     1,572,517     4,848,778     6,421,295
* Ashville, NC
* Multi-family housing

54) Hampton Point              (2)     1,589,250    10,635,750     2,442,288     1,648,342    13,018,946    14,667,288
* Charleston, SC
* Multi-family housing

55) The Timbers                 --     1,944,000     6,156,000       873,326     1,955,741     7,017,585     8,973,326
* Raleigh, NC
* Multi-family housing

56) The Gables                  --     2,185,000     9,315,000     1,210,802     2,200,818    10,509,984    12,710,802
* Richmond, VA
* Multi-family housing
<CAPTION>
                                            Year          Date
Description                 Acc. Depr.  Constructed     Acquired      Dep. Life
-------------------------------------------------------------------------------
<S>                         <C>             <C>       <C>             <C>
45) Ashley Run              $1,744,247      1987      Apr. 30, 1997   27.5 yrs.
* Norcross, GA
* Multi-family housing

46) Charleston Place          $936,387      1986      May 13, 1997    27.5 yrs.
* Charlotte, NC
* Multi-family housing

47) Dunwoody Springs        $1,538,123      1981      July 25, 1997   27.5 yrs.
* Dunwoody, GA
* Multi-family housing

48) Clarion Crossing          $709,617      1972     Sept. 30, 1997   27.5 yrs.
* Raleigh, NC
* Multi-family housing

49) Stone Brook               $653,005      1986      Oct. 31, 1997   27.5 yrs.
* Norcross, GA
* Multi-family housing


<PAGE>


50) St. Regis                 $670,792      1986      Oct. 31, 1997   27.5 yrs.
* Raleigh, NC
* Multi-family housing

51) Remington Place           $588,592      1985      Oct. 31, 1997   27.5 yrs.
* Raleigh, NC
* Multi-family housing

52) Stone Point               $718,777      1986      Jan.15, 1998    27.5 yrs.
* Charlotte, NC
* Multi-family housing

53) Pinnacle Ridge            $337,877      1951      April 1, 1998   27.5 yrs.
* Ashville, NC
* Multi-family housing

54) Hampton Point             $937,704      1986      Mar 31, 1998    27.5 yrs.
* Charleston, NC
* Multi-family housing

55) The Timbers               $451,536      1983      June 4, 1998    27.5 yrs.
* Raleigh, NC
* Multi-family housing

56) The Gables                $615,267      1987      July 2, 1998    27.5 yrs.
* Richmond, VA
* Multi-family housing
</TABLE>

                                       23
<PAGE>

<TABLE>
<CAPTION>
                                   ------------------------------------------------------------------------------------
                                          Initial Cost             Subsequent Imp.        Gross Amount Carried
                            Encum- ------------------------------------------------------------------------------------
Description                brances    Land          Bldg. & Imp.  Capitalized     Land        Bldg. & Imp.   Total
------------------------------------------------------------------------------------------------------------------------
<S>                            <C>    <C>             <C>         <C>             <C>         <C>           <C>
57) Spring Lake                (2)       900,000     8,100,000       866,697       907,578     8,959,119     9,866,697
* Morrow, GA
* Multi-family housing

58) Cape Landing                --     1,026,000    16,074,000     2,133,648     1,860,687    17,372,961    19,233,648
* Myrtle Beach, SC
* Multi-family housing

59) Brookfield                  --     1,624,051     6,390,482       147,183     1,624,051     6,537,665     8,161,716
* Dallas, TX
* Multi-family housing

60) Eagle Crest                 --     4,038,424    17,527,893        90,605     4,038,424    17,618,498    21,656,922
* Irving, TX
* Multi-family housing

61) Aspen Apartments            --     1,129,071     6,094,651       135,253     1,129,071     6,229,904     7,358,975
* Arlington, TX
* Multi-family housing

62) Mill Crossing               --       803,095     4,466,697        69,066       803,095     4,535,763     5,338,858
* Arlington, TX
* Multi-family housing

63) Polo Run                    --       936,682     6,619,965       795,664       936,682     7,415,629     8,352,311
* Arlington, TX
* Multi-family housing

64) Wildwood                    --       881,479     3,589,815        52,944       881,479     3,642,759     4,524,238
* Euless, TX
* Multi-family housing

65) Toscana                     --       998,938     6,335,085        31,616       998,937     6,366,702     7,365,639
* Dallas, TX
* Multi-family housing

66) Arbors on Forest Ridge      --       862,803     8,711,151        43,810       862,803     8,754,961     9,617,764
* Bedford, TX
* Multi-family housing

67) Paces Cove                  --     2,259,317     9,453,562       258,923     2,259,317     9,712,485    11,971,802
* Dallas, TX
* Multi-family housing

68) Remington Hills             --     4,509,071    16,412,148       482,800     4,509,072    16,894,947    21,404,019
* Irving, TX
* Multi-family housing
<CAPTION>
                                            Year          Date
Description                 Acc. Depr.  Constructed     Acquired      Dep. Life
-------------------------------------------------------------------------------
<S>                         <C>             <C>       <C>             <C>
57) Spring Lake               $487,958      1986      Aug. 12, 1998   27.5 yrs.
* Morrow, GA
* Multi-family housing

58) Cape Landing              $800,319    1997/98     Oct. 16, 1998   27.5 yrs.
* Myrtle Beach, SC
* Multi-family housing

59) Brookfield                $186,973      1984      July 23, 1999   27.5 yrs.
* Dallas, TX
* Multi-family housing

60) Eagle Crest               $357,622      1983      July 23, 1999   27.5 yrs.
* Irving, TX                                1985
* Multi-family housing

61) Aspen Apartments          $155,255      1979      July 23, 1999   27.5 yrs.
* Arlington, TX
* Multi-family housing


<PAGE>


62) Mill Crossing             $107,921      1979      July 23, 1999   27.5 yrs.
* Arlington, TX
* Multi-family housing

63) Polo Run                  $154,386      1984      July 23, 1999   27.5 yrs.
* Arlington, TX
* Multi-family housing

64) Wildwood                   $84,312      1984      July 23, 1999   27.5 yrs.
* Euless, TX
* Multi-family housing

65) Toscana                   $126,957      1986      July 23, 1999   27.5 yrs.
* Dallas, TX
* Multi-family housing

66) Arbors on Forest Ridge    $170,899      1986      July 23, 1999   27.5 yrs.
* Bedford, TX
* Multi-family housing

67) Paces Cove                $195,934      1982      July 23, 1999   27.5 yrs.
* Dallas, TX
* Multi-family housing

68) Remington Hills           $370,565      1984      July 23, 1999   27.5 yrs.
* Irving, TX                                1985
* Multi-family housing
</TABLE>

                                       24
<PAGE>

<TABLE>
<CAPTION>
                                   ------------------------------------------------------------------------------------
                                          Initial Cost             Subsequent Imp.         Gross Amount Carried
                            Encum- ------------------------------------------------------------------------------------
Description                brances    Land          Bldg. & Imp.   Capitalized    Land        Bldg. & Imp.   Total
------------------------------------------------------------------------------------------------------------------------
<S>                     <C>           <C>             <C>         <C>             <C>         <C>           <C>
69) Copper Crossing             --     1,782,562     9,994,421       228,834     1,783,749    10,222,068    12,005,817
* Fort Worth, TX
* Multi-family housing

70) Main Park                   --       619,641     8,463,326       118,497       619,641     8,581,823     9,201,464
* Duncanville, TX
* Multi-family housing

71) Timberglen                  --     2,563,522    10,657,083       364,279     2,563,522    11,021,362    13,584,884
* Dallas, TX
* Multi-family housing

72) Silver Brook I              --     3,352,896    12,356,997       795,364     3,352,896    13,152,361    16,505,257
* Grand Prairie, TX
* Multi-family housing

73) Summer Tree                 --     3,338,748     4,385,408       505,511     3,338,748     4,890,919     8,229,667
* Dallas, TX
* Multi-family housing

74) Park Village                --       928,744     7,295,797       357,718       928,743     7,653,516     8,582,259
* Bedford, TX
* Multi-family housing

75) Cottonwood                  --       474,344     5,797,412       496,915       474,344     6,294,327     6,768,671
* Arlington, TX
* Multi-family housing

76) Devonshire          $3,966,620     1,892,165     5,672,727       326,786     1,892,165     5,999,513     7,891,678
* Dallas, TX
* Multi-family housing

77) Pace's Point        $8,076,155     2,132,795    10,847,450       187,697     2,132,795    11,035,147    13,167,942
* Lewisville, TX
* Multi-family housing

78) The Meridian        $2,999,146       531,832     7,007,392       203,708       531,832     7,211,100     7,742,932
* Austin, TX
* Multi-family housing

79) Grayson II          $6,622,849       962,939    11,247,182       227,654       962,939    11,474,836    12,437,775
* Grapevine, TX
* Multi-family housing

80) Silver Brook II     $2,996,150     1,202,745     4,605,505       213,917     1,202,746     4,819,421     6,022,167
* Grand Prairie, TX
* Multi-family housing
<CAPTION>
                                            Year          Date
Description                 Acc. Depr.  Constructed     Acquired      Dep. Life
-------------------------------------------------------------------------------
<S>                         <C>             <C>       <C>             <C>
69) Copper Crossing          $225,802   1980/1981    July 23, 1999   27.5 yrs.
* Fort Worth, TX
* Multi-family housing

70) Main Park                $161,804      1984      July 23, 1999   27.5 yrs.
* Duncanville, TX
* Multi-family housing

71) Timberglen               $226,307      1984      July 23, 1999   27.5 yrs.
* Dallas, TX
* Multi-family housing

72) Silver Brook I           $279,259      1982      July 23, 1999   27.5 yrs.
* Grand Prairie, TX
* Multi-family housing

73) Summer Tree              $121,790      1980      July 23, 1999   27.5 yrs.
* Dallas, TX
* Multi-family housing


<PAGE>


74) Park Village             $157,853      1983      July 23, 1999   27.5 yrs.
* Bedford, TX
* Multi-family housing

75) Cottonwood               $118,929      1985      July 23, 1999   27.5 yrs.
* Arlington, TX
* Multi-family housing

76) Devonshire               $135,312      1978      July 23, 1999   27.5 yrs.
* Dallas, TX
* Multi-family housing

77) Pace's Point             $207,288      1985      July 23, 1999   27.5 yrs.
* Lewisville, TX
* Multi-family housing

78) The Meridian             $134,852      1988      July 23, 1999   27.5 yrs.
* Austin, TX
* Multi-family housing

79) Grayson II               $208,621      1986      July 23, 1999   27.5 yrs.
* Grapevine, TX
* Multi-family housing

80) Silver Brook II           $98,797      1984      July 23, 1999   27.5 yrs.
* Grand Prairie, TX
* Multi-family housing
</TABLE>

                                       25


<PAGE>

<TABLE>
<CAPTION>
                                   ------------------------------------------------------------------------------------
                                          Initial Cost            Subsequent Imp.            Gross Amount Carried
                            Encum- ------------------------------------------------------------------------------------
Description                brances    Land           Bldg. & Imp.   Capitalized    Land        Bldg. & Imp.   Total
------------------------------------------------------------------------------------------------------------------------
<S>                     <C>           <C>             <C>         <C>             <C>         <C>           <C>
81) Estrada Oaks                --     1,939,650     8,847,232       225,552     1,939,651     9,072,783    11,012,434
* Irving, TX
* Multi-family housing

82) Burney Oaks                 --     1,063,277     8,901,959       259,236     1,063,277     9,161,195    10,224,472
* Arlington, TX
* Multi-family housing

83) Cutter's Point              --     2,001,796     7,858,044       507,994     2,001,796     8,366,038    10,367,834
* Richardson, TX
* Multi-family housing

84) The Courts on Pear          --     2,360,962     9,482,729       102,563     2,360,962     9,585,292    11,946,254
* Dallas, TX
* Multi-family housing

85)  Sierra Ridge               --       611,683     6,012,983       389,580       611,693     6,402,553     7,014,246
* San Antonio, TX
* Multi-family housing

86)  Grayson I          $6,884,762       770,541     9,178,418       289,078       770,911     9,467,126    10,238,037
* Grapevine, TX
* Multi-family housing

87)  Canyon Hills               --     1,233,883    11,278,619        73,946     1,081,892    11,504,556    12,586,448
* Austin, TX
* Multi-family housing
housing
                     --------------------------------------------------------------------------------------------------
                      $105,045,682   138,289,067   661,450,377   119,389,294   136,326,140   782,802,598   919,128,738 (1)
<CAPTION>
                                            Year          Date
Description                 Acc. Depr.  Constructed     Acquired      Dep. Life
-------------------------------------------------------------------------------
<S>                         <C>             <C>       <C>             <C>
81) Estrada Oaks             $164,335      1983      July 23, 1999   27.5 yrs.
* Irving, TX
* Multi-family housing

82) Burney Oaks              $172,359      1985      July 23, 1999   27.5 yrs.
* Arlington, TX
* Multi-family housing

83) Cutter's Point           $172,370      1978      July 23, 1999   27.5 yrs.
* Richardson, TX
* Multi-family housing

84) The Courts on Pear       $165,473      1988      July 23, 1999   27.5 yrs.
* Dallas, TX
* Multi-family housing

85)  Sierra Ridge            $118,741      1981      July 23, 1999   27.5 yrs.
* San Antonio, TX
* Multi-family housing

86)  Grayson I               $168,123      1985      July 23, 1999   27.5 yrs.
* Grapevine, TX
* Multi-family housing

87)  Canyon Hills            $185,272      1996      July 23, 1999   27.5 yrs.
* Austin, TX
* Multi-family housing
                   -------------------
                          $77,538,085
</TABLE>


<PAGE>

(1)  Represents the aggregate cost for Federal Income tax purposes.

(2)  $73.5 million of secured debt which is secured by 10  properties  which are
     individually noted.

The  reconciliations of the carrying amount of real estate owned and accumulated
depreciation is contained in Note 3 of the audited financial statements.

                                       26
<PAGE>



                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.

                                           By:  /s/ Glade M. Knight
                                              ----------------------------------
                                               Glade M. Knight

                                               Chairman of the Board,
                                               Chief Executive Officer
                                               and President

                                               March 27, 2000

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed by the following  persons on behalf of the registrant and
in the capacities and on the date indicated.

<TABLE>
<CAPTION>
         SIGNATURE                                  CAPACITIES                               DATE
         ---------                                  ----------                               ----
<S>                                      <C>                                             <C>
/s/ Glade M. Knight                      Director, Chief Executive Officer               March 27, 2000
-----------------------------------      and President
Glade M. Knight

/s/ Stanley J. Olander, Jr.              Director, Chief Financial Officer               March 27, 2000
-----------------------------------      and Principal Accounting Officer
Stanley J. Olander, Jr.

/s/ Glenn W. Bunting, Jr.                Director                                        March 24, 2000
-----------------------------------
Glenn W. Bunting, Jr.

/s/ Leslie A. Grandis                    Director                                        March 27, 2000
-----------------------------------
Leslie A. Grandis

/s/ Penelope W. Kyle                     Director                                        March 27, 2000
-----------------------------------
Penelope W. Kyle

/s/ Harry S. Taubenfeld                  Director                                        March 24, 2000
-----------------------------------
Harry S. Taubenfeld

/s/ Martin Zuckerbrod                    Director                                        March 24, 2000
-----------------------------------
Martin Zuckerbrod
</TABLE>

                                       27
<PAGE>



                                  EXHIBIT INDEX

Exhibit
No.                                Description
-------                            -----------

2        Agreement and Plan of Merger,  dated as of March 30, 1999, by and among
         the registrant,  Apple  Residential  Income Trust, Inc. and Cornerstone
         Acquisition Company (Incorporated by reference to Exhibit 2 included in
         the  registrant's  Registration  Statement  on Form  S-4;  Registration
         Statement No. 333-78117).

3.1      Amended and Restated  Articles of Incorporation  of Cornerstone  Realty
         Income Trust,  Inc., as amended  (Incorporated  by reference to Exhibit
         3.1 included in the registrant's Report on Form 8-K dated May 12, 1998;
         File No. 1-12875).

3.2      Articles  of  Amendment  to  the  Amended  and  Restated   Articles  of
         Incorporation of Cornerstone Realty Income Trust, Inc. (Incorporated by
         reference  to Exhibit 3.2 included in the  registrant's  Report on Form
         8-K dated July 23, 1999; File No. 1-12875).

3.3      Bylaws of Cornerstone  Realty Income Trust,  Inc. (Amended Through July
         15,  1999)  (Incorporated  by  reference to Exhibit 3.3 included in the
         registrant's Report on Form 8-K dated July 23, 1999; File No. 1-12875).

4.1      Amended and Restated Credit  Agreement dated as of July 9, 1999, by and
         among Cornerstone Realty Income Trust, Inc., CRIT-NC,  LLC, Cornerstone
         REIT Limited  Partnership,  and any Additional Borrowers party thereto,
         as Borrowers,  the Lenders  referred to therein,  First Union  National
         Bank, as Administrative  Agent, and Fleet National Bank, as Syndication
         Agent  (Incorporated  by  reference  to  Exhibit  4.1  included  in the
         registrant's Report on Form 8-K dated June 25, 1999; File No. 1-12875).

4.2      Joinder  Agreement  dated July 26,  1999 to the  Amended  and  Restated
         Credit  Agreement  dated as of July 9, 1999,  by and among  Cornerstone
         Realty  Income Trust,  Inc. and its  subsidiaries,  as  Borrowers,  the
         lenders party to the Amended and Restated Credit Agreement, First Union
         National  Bank, as  Administrative  Agent,  and Fleet National Bank, as
         Syndication Agent (Incorporated by reference to Exhibit 4.2 included in
         the  registrant's  Report on Form 8-K  dated  June 25,  1999;  File No.
         1-12875).

4.3      Lender  Addition and  Acknowledgement  Agreement dated July 27, 1999 to
         the Amended and Restated Credit  Agreement dated as of July 9, 1999, by
         and among  Cornerstone  Realty Income Trust, Inc. and its subsidiaries,
         as Borrowers,  the Lenders who are or may become  party  thereto, First
         Union National Bank, as  Administrative  Agent, and Fleet National Bank
         as Syndication Agent (Incorporated by reference to Exhibit 4.3 included
         in the  registrant's  Report on Form 8-K dated June 25, 1999;  File No.
         1-12875).



                                    28



<PAGE>
Exhibit
No.                                Description
-------                            -----------

4.4      (1)  Replacement  Revolving  Credit  Note  dated  July 27,  1999 in the
         principal  amount of up to  $60,000,000  made  payable  by  Cornerstone
         Realty Income Trust,  Inc. and its  subsidiaries  to the order of First
         Union National Bank, and (2) Revolving  Credit Note dated July 27, 1999
         in  the  principal   amount  of  up  to  $35,000,000  made  payable  by
         Cornerstone Realty Income Trust, Inc. and its subsidiaries to the order
         of Wachovia Bank, N.A., and (3) Replacement Revolving Credit Note dated
         July 27, 1999 in the principal amount of up to $35,000,000 made payable
         by Cornerstone  Realty Income Trust,  Inc. and its  subsidiaries to the
         order of Fleet National Bank, and (4) Replacement Revolving Credit Note
         dated July 27, 1999 in the principal  amount of up to $30,000,000  made
         payable by Cornerstone  Realty Income Trust,  Inc. and its subsidiaries
         to the order of Guaranty  Federal  Bank,  F.S.B.,  and (5)  Replacement
         Revolving Credit Note dated July 27, 1999 in the principal amount of up
         to $25,000,000  made payable by Cornerstone  Realty Income Trust,  Inc.
         and its  subsidiaries  to the order of Crestar  Bank  (Incorporated  by
         reference  to Exhibit 4.4 included in the  registrant's  Report on Form
         8-K dated June 25, 1999; File No. 1-12875).

4.5      Loan  Letter  Agreement  dated June 25, 1999 among  Cornerstone  Realty
         Income  Trust,  Inc.,   CRIT-NC,   LLC  and  Cornerstone  REIT  Limited
         Partnership  as  Borrowers,  and First Union  National  Bank as Lender,
         pertaining  to a loan in the  amount  of  $5,500,000  (Incorporated  by
         reference  to Exhibit 4.5 included in the  registrant's  Report on Form
         8-K dated June 25, 1999; File No. 1-12875).

4.6      Promissory  Note dated  September 27, 1999 in the  principal  amount of
         $50,550,000  made payable by Cornerstone  Realty Income Trust,  Inc. to
         the order of The Prudential Insurance Company of America  (Incorporated
         by reference to Exhibit 4.1 included in the registrant's Report on Form
         8-K dated September 29, 1999; File No. 1-12875).

4.7      Promissory  Note dated  September 27, 1999 in the  principal  amount of
         $22,950,000 made payable by CRIT-NC, LLC to the order of The Prudential
         Insurance Company of America  (Incorporated by reference to Exhibit 4.2
         included in the  registrant's  Report on Form 8-K dated  September  29,
         1999; File No. 1-12875).

4.8      Mortgage and  Security  Agreement  dated as of September  27, 1999 from
         Cornerstone Realty Income Trust,  Inc., as borrower,  to The Prudential
         Insurance  Company of  America,  as lender,  pertaining  to the Hampton
         Pointe and Westchase  properties  (Incorporated by reference to Exhibit
         4.3 included in the registrant's Report on Form 8-K dated September 29,
         1999; File No. 1-12875).

4.9      Mortgage and  Security  Agreement  dated as of September  27, 1999 from
         Cornerstone Realty Income Trust,  Inc., as borrower,  to The Prudential
         Insurance  Company of America,  as lender,  pertaining to the Arbors at
         Windsor  Lake  property  (Incorporated  by  reference  to  Exhibit  4.4
         included in the  registrant's  Report on Form 8-K dated  September  29,
         1999; File No. 1-12875).


                                       29
<PAGE>



Exhibit
No.                                Description
-------                            -----------

4.10     Deed of Trust and Security  Agreement  dated as of  September  27, 1999
         made by CRIT-NC,  LLC, as borrower,  for the benefit of The  Prudential
         Insurance Company of America,  as lender,  pertaining to the Charleston
         Place and Stone Point properties  (Incorporated by reference to Exhibit
         4.5 included in the registrant's Report on Form 8-K dated September 29,
         1999; File No. 1-12875).

4.11     Deed of Trust and Security  Agreement  dated as of  September  27, 1999
         made by CRIT-NC,  LLC, as borrower,  for the benefit of The  Prudential
         Insurance  Company of America,  as lender,  pertaining to the St. Regis
         and Remington Place  properties  (Incorporated  by reference to Exhibit
         4.6 included in the registrant's Report on Form 8-K dated September 29,
         1999; File No. 1-12875).

4.12     Deed To Secure Debt and Security Agreement by Cornerstone Realty Income
         Trust,  Inc.,  as  borrower,  to The  Prudential  Insurance  Company of
         America,  as lender,  pertaining  to the Ashley  Run,  Stone  Brook and
         Spring  Lake  properties  (Incorporated  by  reference  to Exhibit  4.7
         included in the  registrant's  Report on Form 8-K dated  September  29,
         1999; File No. 1-12875).

4.13     Assignment  of Leases and Rents  dated as of  September  27,  1999,  by
         Cornerstone  Realty  Income  Trust,  Inc. to The  Prudential  Insurance
         Company of America (Charleston County, South Carolina) (Incorporated by
         reference  to Exhibit 4.8 included in the  registrant's  Report on Form
         8-K dated September 29, 1999; File No. 1-12875).

4.14     Assignment  of Leases and Rents  dated as of  September  27,  1999,  by
         Cornerstone  Realty  Income  Trust,  Inc. to The  Prudential  Insurance
         Company of America (Richland County,  South Carolina)  (Incorporated by
         reference  to Exhibit 4.9 included in the  registrant's  Report on Form
         8-K dated September 29, 1999; File No. 1-12875).

4.15     Assignment  of Leases and Rents  dated as of  September  27,  1999,  by
         CRIT-NC,   LLC  to  The   Prudential   Insurance   Company  of  America
         (Mecklenburg  County,  North  Carolina)  (Incorporated  by reference to
         Exhibit  4.10  included  in the  registrant's  Report on Form 8-K dated
         September 29, 1999; File No. 1-12875).

4.16     Assignment  of Leases and Rents  dated as of  September  27,  1999,  by
         Cornerstone  Realty  Income  Trust,  Inc. to The  Prudential  Insurance
         Company of America (Clayton County, Georgia) (Incorporated by reference
         to Exhibit 4.11 included in the  registrant's  Report on Form 8-K dated
         September 29, 1999; File No. 1-12875).

4.17     Assignment  of Leases and Rents  dated as of  September  27,  1999,  by
         Cornerstone  Realty  Income  Trust,  Inc. to The  Prudential  Insurance
         Company  of  America  (Gwinnett  County,   Georgia)   (Incorporated  by
         reference to Exhibit 4.12 included in the  registrant's  Report on Form
         8-K dated September 29, 1999; File No. 1-12875).


                                       30
<PAGE>



Exhibit
No.                                Description
-------                            -----------
4.18     Assignment  of Leases and Rents  dated as of  September  27,  1999,  by
         CRIT-NC,  LLC to The  Prudential  Insurance  Company of  America  (Wake
         County,  North  Carolina)  (Incorporated  by  reference to Exhibit 4.13
         included in the  registrant's  Report on Form 8-K dated  September  29,
         1999; File No. 1-12875).

         The registrant agrees to furnish the Securities and Exchange Commission
on  request a copy of any  instrument  with  respect  to  long-term  debt of the
registrant or its subsidiaries  the total amount of securities  authorized under
which  does  not  exceed  10% of the  total  assets  of the  registrant  and its
subsidiaries on a consolidated basis.

10.1     Amendment and Restatement of Cornerstone Realty Income Trust, Inc. 1992
         Incentive Plan.  (Exhibit  10.14) (1) This is a management  contract or
         compensatory  plan or  arrangement  required  to be filed as an exhibit
         pursuant to Item 14(c) of Form 10-K.

10.2     Amendment and Restatement of Cornerstone Realty Income Trust, Inc. 1992
         Non-Employee Directors Stock Option Plan. (Exhibit 10.15) (1) This is a
         management contract or compensatory plan or arrangement  required to be
         filed as an exhibit pursuant to Item 14 (c) of Form 10-K.

10.3     Agreement  for  Appointment  of Transfer  Agent and  Registrar  between
         Cornerstone  Realty Income Trust, Inc. and First Union National Bank of
         North  Carolina  (Incorporated  by  reference  to Exhibit  10.19 to the
         registrant's  Report on Form 10-K for the Year Ended December 31, 1994;
         File No. 0-23954).

10.4     Agreement  and Bill of Transfer and  Assignment  dated  October 1, 1996
         between  Cornerstone  Management  Group,  Inc. and  Cornerstone  Realty
         Income Trust, Inc.(2)

10.5     Agreement  and Bill of Transfer and  Assignment  dated  October 1, 1996
         between Cornerstone Advisors, Inc. and Cornerstone Realty Income Trust,
         Inc.(2)

10.6     Agreement  and Bill of Transfer and  Assignment  dated  October 1, 1996
         between  Cornerstone  Realty Group, Inc. and Cornerstone  Realty Income
         Trust, Inc. (Acquisition/Disposition Agreement).(2)

10.7     Agreement  and Bill of Transfer and  Assignment  dated  October 1, 1996
         between  Cornerstone  Realty Group, Inc. and Cornerstone  Realty Income
         Trust, Inc. (Personal Property). (2)

10.8     Employment Agreement dated September 1, 1996 between Cornerstone Realty
         Income Trust, Inc. and Glade M. Knight.  This is a management  contract
         or compensatory plan or arrangement  required to be filed as an exhibit
         pursuant to Item 14 (c) of Form 10-K.  (Incorporated  by  reference  to
         Exhibit 10.8 to the registrant's Report on Form 10-K for the Year Ended
         December 31, 1997; File No. 1-12875).


                                       31
<PAGE>



Exhibit
No.                                Description
-------                            -----------
10.9     Employment Agreement dated September 1, 1996 between Cornerstone Realty
         Income Trust, Inc. and Debra A. Jones. This is a management contract or
         compensatory  plan or  arrangement  required  to be filed as an exhibit
         pursuant to Item 14 (c) of Form 10-K. (2)

10.10    Employment Agreement dated September 1, 1996 between Cornerstone Realty
         Income Trust,  Inc. and Stanley J.  Olander,  Jr . This is a management
         contract or compensatory plan or arrangement required to be filed as an
         exhibit pursuant to Item 14 (c) of Form 10-K. (2)

10.11    First  Amendment to the  Cornerstone  Realty  Income  Trust,  Inc. 1992
         Incentive Plan. This is a management  contract or compensatory  plan or
         arrangement  required to be filed as an exhibit pursuant to Item 14 (c)
         of Form  10-K.  (Incorporated  by  reference  to  Exhibit  10.24 to the
         registrant's  Report on Form 10-K for the Year Ended December 31, 1997;
         File No. 1-12875).

10.12    First  Amendment to the 1992 Incentive Plan  Nonstatutory  Stock Option
         Agreement  between  Cornerstone  Realty Income  Trust,  Inc. and Martin
         Zuckerbrod.  This is a  management  contract  or  compensatory  plan or
         arrangement  required to be filed as an exhibit pursuant to Item 14 (c)
         of Form  10-K.  (Incorporated  by  reference  to  Exhibit  10.25 to the
         registrant's  Report on Form 10-K for the Year Ended December 31, 1997;
         File No. 1-12875).

10.13    First  Amendment to the 1992 Incentive Plan  Nonstatutory  Stock Option
         Agreement  between  Cornerstone  Realty Income Trust, Inc. and Harry S.
         Taubenfeld.  This is a  management  contract  or  compensatory  plan or
         arrangement  required to be filed as an exhibit pursuant to Item 14 (c)
         of Form  10-K.  (Incorporated  by  reference  to  Exhibit  10.26 to the
         registrant's  Report on Form 10-K for the Year Ended December 31, 1997;
         File No. 1-12875).

10.14    First  Amendment to the  Cornerstone  Realty  Income  Trust,  Inc. 1992
         Non-Employee Directors Stock Option Plan. This is a management contract
         or compensatory plan or arrangement  required to be filed as an exhibit
         pursuant to Item 14 (c) of Form 10-K.  (Incorporated  by  reference  to
         Exhibit 10.1 to the  registrant's  Current Report on Form 8-K dated May
         12, 1998; File No. 1-12875).

10.15    Articles of Organization of CRIT-NC,  LLC (Incorporated by reference to
         Exhibit 10.1 included in the  registrant's  Current  Report on Form 8-K
         dated December 30, 1997; File No. 0-23954.)

10.16    Operating  Agreement  of  CRIT-NC,  LLC  dated as of  December  9, 1997
         (Incorporated by reference to Exhibit 10.2 included in the registrant's
         Current Report on Form 8-K dated December 30, 1997; File No. 0-23954).


                                       32
<PAGE>



Exhibit
No.                                Description
-------                            -----------
10.17    Environmental  Indemnity  Agreement  dated as of September  27, 1999 by
         Cornerstone  Realty  Income  Trust,  Inc.  in favor  of The  Prudential
         Insurance  Company of America  referring to the $50,550,000  Promissory
         Note  (Incorporated  by  reference  to  Exhibit  10.1  included  in the
         registrant's  Report on Form 8-K dated  September  29,  1999;  File No.
         1-12875).

10.18    Environmental  Indemnity  Agreement  dated as of September  27, 1999 by
         CRIT-NC,  LLC and Cornerstone Realty Income Trust, Inc. in favor of The
         Prudential  Insurance  Company of America  referring to the $22,950,000
         Note  (Incorporated  by  reference  to  Exhibit  10.2  included  in the
         registrant's  Report on Form 8-K dated  September  29,  1999;  File No.
         1-12875).

10.19    Unconditional  and  Irrevocable  Guaranty  of Payment  and  Performance
         (Recourse Carveouts) dated as of September 27, 1999 made by Cornerstone
         Realty Income Trust, Inc. in favor of The Prudential  Insurance Company
         of America pertaining to the $22,950,000  Promissory Note (Incorporated
         by  reference to Exhibit 10.3  included in the  registrant's  Report on
         Form 8-K dated September 29, 1999; File No. 1-12875).

10.20    Unconditional  and  Irrevocable  Guaranty  of Payment  and  Performance
         (Cross-Collateralization)  dated  as of  September  27,  1999  made  by
         Cornerstone  Realty  Income  Trust,  Inc.  in favor  of The  Prudential
         Insurance Company of America  pertaining to the $22,950,000  Promissory
         Note  (Incorporated  by  reference  to  Exhibit  10.4  included  in the
         registrant's  Report on Form 8-K dated  September  29,  1999;  File No.
         1-12875).

10.21    Unconditional  and  Irrevocable  Guaranty  of Payment  and  Performance
         (Cross-Collateralization)  dated  as of  September  27,  1999  made  by
         CRIT-NC,  LLC in favor of The Prudential  Insurance  Company of America
         pertaining  to  the  $50,550,000   Promissory  Note   (Incorporated  by
         reference to Exhibit 10.5 included in the  registrant's  Report on Form
         8-K dated September 29, 1999; File No. 1-12875).

10.22    Articles of  Incorporation  of Apple  General,  Inc.  (Incorporated  by
         reference to Exhibit 10.14 filed in the registration  statement on Form
         S-11 of Apple Residential Income Trust, Inc.; File No. 333-10635).

10.23    Bylaws of Apple  General,  Inc.  (Incorporated  by reference to Exhibit
         10.15  filed  in the  registration  statement  on Form  S-11  of  Apple
         Residential Income Trust, Inc.; File No. 333-10635).

10.24    Articles of  Incorporation  of Apple  Limited,  Inc.  (Incorporated  by
         reference to Exhibit 10.12 filed in the registration  statement on Form
         S-11 of Apple Residential Income Trust, Inc.; File No. 333-10635).

10.25    Bylaws of Apple  Limited,  Inc.  (Incorporated  by reference to Exhibit
         10.13  filed  in the  registration  statement  on Form  S-11  of  Apple
         Residential Income Trust, Inc.; File No. 333-10635).


                                       33
<PAGE>



Exhibit
No.                                Description
-------                            -----------
10.26    Certificate of Limited  Partnership  of Apple REIT Limited  Partnership
         (Incorporated  by reference to Exhibit 10.16 filed in the  registration
         statement on Form S-11 of Apple  Residential  Income Trust,  Inc.; File
         No. 333-10635).

10.27    Limited  Partnership   Agreement  of  Apple  REIT  Limited  Partnership
         (Incorporated  by reference to Exhibit 10.17 filed in the  registration
         statement on Form S-11 of Apple  Residential  Income Trust,  Inc.; File
         No. 333-10635).

10.28    Certificate   of  Limited   Partnership   for  Apple  REIT  II  Limited
         Partnership  (Incorporated  by  reference  to  Exhibit  10.1 to Current
         Report  on Form 8-K  dated  July 9,  1998 of Apple  Residential  Income
         Trust, Inc.; File No. 0-23983).

10.29    Limited  Partnership  Agreement  for Apple REIT II Limited  Partnership
         (Incorporated  by reference  to Exhibit 10.6 to Current  Report on Form
         8-K dated July 9, 1998 of Apple  Residential  Income Trust,  Inc.; File
         No. 0-23983).

10.30    Certificate  of  Limited   Partnership   for  Apple  REIT  III  Limited
         Partnership  (Incorporated  by  reference  to  Exhibit  10.2 to Current
         Report  on Form 8-K  dated  July 9,  1998 of Apple  Residential  Income
         Trust, Inc.; File No. 0-23983).

10.31    Limited  Partnership  Agreement for Apple REIT III Limited  Partnership
         (Incorporated  by reference  to Exhibit 10.7 to Current  Report on Form
         8-K dated July 9, 1998 of Apple  Residential  Income Trust,  Inc.; File
         No. 0-23983).

10.32    Certificate   of  Limited   Partnership   for  Apple  REIT  IV  Limited
         Partnership  (Incorporated  by  reference  to  Exhibit  10.3 to Current
         Report  on Form 8-K  dated  July 9,  1998 of Apple  Residential  Income
         Trust, Inc.; File No. 0-23983).

10.33    Limited  Partnership  Agreement  for Apple REIT IV Limited  Partnership
         (Incorporated  by reference  to Exhibit 10.8 to Current  Report on Form
         8-K dated July 9, 1998 of Apple  Residential  Income Trust,  Inc.; File
         No. 0-23983).

10.34    Certificate of Limited Partnership for Apple REIT V Limited Partnership
         (Incorporated  by reference  to Exhibit 10.4 to Current  Report on Form
         8-K dated July 9, 1998 of Apple  Residential  Income Trust,  Inc.; File
         No. 0-23983).

10.35    Limited  Partnership  Agreement  for Apple  REIT V Limited  Partnership
         (Incorporated  by reference  to Exhibit 10.9 to Current  Report on Form
         8-K dated July 9, 1998 of Apple  Residential  Income Trust,  Inc.; File
         No. 0-23983).

10.36    Certificate   of  Limited   Partnership   for  Apple  REIT  VI  Limited
         Partnership  (Incorporated  by  reference  to  Exhibit  10.5 to Current
         Report  on Form 8-K  dated  July 9,  1998 of Apple  Residential  Income
         Trust, Inc.; File No. 0-23983)


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<PAGE>



Exhibit
No.                                Description
-------                            -----------
10.37    Limited  Partnership  Agreement  for Apple REIT VI Limited  Partnership
         (Incorporated  by reference to Exhibit 10.10 to Current  Report on Form
         8-K dated July 9, 1998 of Apple  Residential  Income Trust,  Inc.; File
         No. 0-23983).

10.38    Certificate   of  Limited   Partnership   of  Apple  REIT  VII  Limited
         Partnership  (Incorporated  by  reference  to  Exhibit  10.3 to Current
         Report on Form 8-K dated February 1, 1999 of Apple  Residential  Income
         Trust, Inc.; File No. 0-23983).

10.39    Limited  Partnership  Agreement  of Apple REIT VII Limited  Partnership
         (Incorporated  by reference  to Exhibit 10.4 to Current  Report on Form
         8-K dated  February 1, 1999 of Apple  Residential  Income Trust,  Inc.;
         File No. 0-23983).

10.40    Apple Residential Income Trust, Inc. 1996 Non-Employee  Directors Stock
         Option Plan.  This is a  management  contract or  compensatory  plan or
         arrangement  required to be filed as an exhibit  pursuant to Item 14(c)
         of  Form  10-K   (Incorporated  by  reference  to  Exhibit  99  to  the
         Registration  Statement on Form S-8 of Apple Residential  Income Trust,
         Inc., as filed with the Securities and Exchange Commission on September
         30, 1998; File No. 333-64703).

10.41    Apple  Residential  Income Trust,  Inc. 1996 Incentive  Plan. This is a
         management contract or compensatory plan or arrangement  required to be
         filed as an exhibit  pursuant to Item 14(c) of Form 10-K  (Incorporated
         by reference to Exhibit 99 to the Registration Statement on Form S-8 of
         Apple Residential  Income Trust, Inc., as filed with the Securities and
         Exchange Commission on September 30, 1998; File No. 333-64701).

10.42    Articles  of  Incorporation  of  Cornerstone  Acquisition  Company,  as
         amended by Articles of Amendment thereto (FILED HEREWITH).

10.43    Bylaws of Cornerstone Acquisition Company.  (FILED HEREWITH).

10.44    Articles of Incorporation of CRIT-SC, Inc. (FILED HEREWITH).

10.45    Bylaws of CRIT-SC, Inc. (FILED HEREWITH).

10.46    Articles of Organization of CRIT-SC, LLC. (FILED HEREWITH).

10.47    Operating Agreement of CRIT-SC, LLC. (FILED HEREWITH).

10.48    Certificate  of  Limited   Partnership  of   CRIT-Cornerstone   Limited
         Partnership. (FILED HEREWITH).

10.49    Limited Partnership Agreement of CRIT-Cornerstone  Limited Partnership.
         (FILED HEREWITH).

10.50    Stock Option  Agreement dated July 23, 1999 between Glade M. Knight and
         Cornerstone Realty Income Trust, Inc. This is a management  contract or
         compensatory  plan or  arrangement  required  to be filed as an exhibit
         pursuant to Item 14(c) of Form 10-K. (FILED HEREWITH).


                                       35
<PAGE>



Exhibit
No.                                Description
-------                            -----------
12       Statement regarding  computation of Ratio of Earnings to Fixed Charges.
         (FILED HEREWITH).

13       Portions of the registrant's  1999 Annual Report (with the exception of
         the information incorporated by reference in Items 6, 7, and 14 of this
         Form 10-K  Report,  no other  information  appearing in the 1999 Annual
         Report  is to be  deemed  filed as a part of this  Form  10-K  Report).
         (FILED HEREWITH).

21       Subsidiaries of Cornerstone Realty Income Trust, Inc. (FILED HEREWITH).

23       Consent of Independent Auditors. (FILED HEREWITH).

27       Financial Data Schedule.  (FILED HEREWITH).

(1)      Incorporated  herein  by  reference  to  the  Exhibit  referred  to  in
         parentheses   which  was  filed  as  an  Exhibit  to  the  registrant's
         Post-Effective  Amendment No. 5 to its  Registration  Statement on Form
         S-11 (File No.  33-51296),  as filed with the  Securities  and Exchange
         Commission on April 28, 1994.

(2)      Incorporated  herein by  reference  to the  Exhibit of the same  number
         filed as an  Exhibit  to the  registrant's  Report  on Form  8-K  dated
         September 26, 1996 (File No. 0-23954).



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