UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A
                                 AMENDMENT NO. 1
                                       TO
                  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, 1998                                         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)




<PAGE>



     The undersigned  company (the "Company") hereby amends its Annual Report on
Form 10-K for the fiscal year ended December 31, 1998 as follows:

By amending and restating  Items 10, 11, 12 and 13 (Part III) in their  entirety
as follows:


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

     For information with respect to the Company's directors,  director nominees
and  executive  officers  see  "Ownership  of Equity  Securities,"  "Election of
Directors,"  "Committees of the Board, " "Executive Officers" and "Section 16(a)
Beneficial Ownership Reporting Compliance" on pages 3 through 5, 6 and 11 of the
Company's  Proxy  Statement   dated  April  15,  1999,   which   information  is
incorporated herein by reference.

Item 11. Executive Compensation

     For information with respect to executive  compensation,  see "Compensation
of Directors,"  "Compensation of Executive  Officers,"  "Compensation  Committee
Interlocks and Insider Participation, " "Report of the Compensation Committee of
the Board of  Directors"  and  "Performance  Graph" on pages 5 through 10 of the
Company's  Proxy  Statement   dated  April  15,  1999,   which   information  is
incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     See  "Ownership  of Equity  Securities"  on page 3 of the  Company's  Proxy
Statement  dated April 15, 1999,  which  information is  incorporated  herein by
reference.

Item 13.  Certain Relationships and Related Transactions

     See "Certain  Relationships  and  Agreements"  on page 10 of the  Company's
Proxy Statement dated April 15, 1999, which  information is incorporated  herein
by reference.


<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 on Form 10-K/A to be
signed on its behalf by the undersigned,  thereunto duly authorized, this 26 day
of April, 1999.

                      CORNERSTONE REALTY INCOME TRUST, INC.

                                      By: /s/ Glade M. Knight
                                         -------------------------
                                         Glade M. Knight,
                                         Chairman of the Board,
                                         Chief Executive Officer
                                         and President