EXHIBIT 10.47



                               OPERATING AGREEMENT

                                       OF

                                  CRIT-SC, LLC

         This  OPERATING  AGREEMENT  of  CRIT-SC,  LLC (the "LLC") is made as of
December 22, 1999, between  Cornerstone Realty Income Trust, Inc. (the "Member")
and the LLC.

                                    ARTICLE I
                        FORMATION, PURPOSES, AND MEMBERS

         1.1 FORMATION.  The Member  acknowledges the formation of the LLC under
the Virginia  Limited  Liability  Company Act, as amended from time to time (the
"Act").  The Virginia State  Corporation  Commission  issued the  Certificate of
Organization on December 22, 1999.

         1.2 PURPOSES.

                  (A) BUSINESS  PURPOSE.  The purpose of the LLC is to engage in
investment activities and any and all lawful business.

                  (B) TAX  CLASSIFICATION.  The Member  intends that this LLC be
treated as a proprietorship  for federal income tax purposes as long as it has a
single  owner,  and that it be treated as a partnership  for federal  income tax
purposes  whenever  it has more  than one  owner,  and this  Agreement  shall be
interpreted accordingly.

                  (C)  LIMITED  LIABILITY.  No Member or Manager  shall have any
personal  obligation for any  liabilities of the LLC solely by reason of being a
Member or Manager, except as provided by law.

                                   ARTICLE II

                                     MEMBER

         2.1 GENERAL. The term "Member" means the undersigned initial Member and
any  Person  subsequently  admitted  as a  Member.  The term  "Person"  includes
entities as well as individuals.

         2.2 MEMBER  LIST.  The LLC shall  maintain  at its  principal  office a
current  list  showing  the name,  address,  percentage  interest in profits and
losses, and capital contribution of each Member.


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         2.3      CONSENT OR APPROVALS OF MEMBERS; MEETINGS.

                  (A) MEETINGS; WRITTEN CONSENT. Except as is otherwise provided
in this Agreement,  any action which requires the consent or approval of all, or
any portion,  of the Members  shall be obtained at a meeting of the Members,  or
shall be  evidenced  by the written  consent of Members  holding  the  requisite
voting power.

                  (B) MAJORITY VOTE. Unless this Agreement  provides  otherwise,
any action  which  requires the consent or approval of Members must be consented
to or approved by Members owning a majority of the then  aggregate  value of the
Capital Accounts of the Members.

         2.4  ADMISSION  OF MEMBERS.  A Person  acquiring an interest in the LLC
from the LLC may be admitted as a Member only by  unanimous  written  consent of
the Members.

                                   ARTICLE III

                                   MANAGEMENT

         3.1  MANAGEMENT  BY  MANAGERS.  The LLC shall be managed by a person or
persons who shall have full responsibility for managing the business and affairs
of the LLC (the  "Manager").  All references to the "Manager" shall refer to the
Manager or Managers serving at the time.

         3.2 POWERS OF MANAGER.  The Manager shall have all the powers set forth
in Section 13.1-1009 of the Act. Multiple Managers shall act unanimously.

         3.3  DESIGNATION OF MANAGER.  S. J. Olander,  Jr., is designated as the
initial Manager.

         3.4 SUCCESSOR MANAGER. In the event of the death, resignation, removal,
or  incapacity  of the  Manager,  the Members  shall have the right to appoint a
Successor Manager. The Members may remove a Manager at any time.

         3.5 COMPENSATION.  A Manager shall receive reasonable  compensation for
any services rendered as Manager.  A Member who is not acting as a Manager shall
not be entitled to any compensation as a Member.

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                                   ARTICLE IV
                            REIMBURSEMENT OF EXPENSES

         4.1  EXPENSES;  REIMBURSEMENT.  The LLC  shall  bear all  expenses  and
liabilities  incurred with respect to the operation and management of the LLC. A
Member or Manager  shall be entitled to  reimbursement  from the LLC for any LLC
expenses or  liabilities  incurred by the Member or Manager,  provided  that the
expenses or  liabilities  did not arise as a result of the Member's or Manager's
willful misconduct or a knowing violation of the criminal law.

                                    ARTICLE V
                         CONTRIBUTIONS AND DISTRIBUTIONS

         5.1  CONTRIBUTIONS.  The initial Member has  contributed to the LLC the
property described on Exhibit A in exchange for all of the interests in the LLC.

         5.2  DISTRIBUTIONS  OF CASH. The Manager may distribute to the Members,
annually or more  frequently,  cash and  non-cash  assets not  required  for LLC
operations or reserves.

                                   ARTICLE VI

                                   DISSOLUTION

         6.1 EVENTS OF  DISSOLUTION.  The LLC shall  dissolve  upon the  written
election of the Members.

         6.2 CONTINUATION UNDER CERTAIN CIRCUMSTANCES.  Notwithstanding anything
to the  contrary in this  Agreement,  if at any time there ceases to be at least
one  Member  of the LLC,  within 90 days of such  date any  person  who holds an
interest in the LLC may elect to become a Member by written notice mailed to the
principal  office  of the LLC (to be  effective  as of the date on  which  there
ceased to be at least one Member),  and in such event the LLC shall continue and
shall  not be  dissolved  or  wound  up  until  otherwise  required  under  this
Agreement.

         6.3 WINDING UP. Upon the dissolution of the LLC, the Manager shall wind
up the affairs of the LLC. The Manager  shall  determine the time,  manner,  and
terms of any sale or sales of LLC property  pursuant to such winding up,  having
due regard to the activity and the condition of the LLC and relevant  market and
economic conditions.

         6.4 CERTIFICATE OF  CANCELLATION.  Upon completion of the winding up of
the LLC, the LLC shall  terminate and a  Certificate  of  Cancellation  shall be
filed with the Virginia State  Corporation  Commission,  together with any other
documents required to effectuate the termination.

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                                   ARTICLE VII
                            ADMINISTRATIVE PROVISIONS

         7.1 OFFICES.  The initial  principal  office,  registered  office,  and
registered  agent  shall be as set forth in the  Articles of  Organization.  The
Manager may change the principal office, the registered office or the registered
agent at any time.

         7.2 INFORMATION  AND RECORDS.  The Manager shall keep full and accurate
books of account,  records,  and supporting documents at the principal office of
the  LLC.  Upon   reasonable   notice,   a  Member  or  a  Member's   designated
representative  shall have access to such books,  records,  and documents during
reasonable  business hours and may inspect and make copies of any of them at the
Member's expense.

                                  ARTICLE VIII

                                  MISCELLANEOUS

         8.1  AMENDMENT.  This  Agreement  may be  amended  at any  time  by the
unanimous written consent of the Members.

         8.2 DEFINITIONS.  Unless the context otherwise requires, the terms used
in this Agreement shall have the same definitions set forth in the Act.

         8.3  GOVERNING  LAW.  This  Agreement  shall be governed by the Act and
other applicable laws of the Commonwealth of Virginia,  without giving effect to
its conflicts of laws rules.

         IN WITNESS WHEREOF, the Member and the LLC have executed this Agreement
on the day and date indicated above.

                                           CORNERSTONE REALTY INCOME TRUST, INC.

                                           By: /s/  S. J. Olander, Jr.
                                               ---------------------------------
                                               S. J. Olander, Jr., Secretary
                                                     Member

                                           CRIT-SC, LLC

                                           By: /s/  S. J. Olander, Jr.
                                               ---------------------------------
                                               S. J. Olander, Jr., Manager

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                                    EXHIBIT A
                                     TO THE
                               OPERATING AGREEMENT
                                       OF
                                  CRIT-SC, LLC

Name and Business                                                 Percentage
Address of Member             Capital Contribution                Interest
-----------------             --------------------                --------

Cornerstone Realty Income              $1,000.00                   100%
Trust, Inc.
306 East Main Street
Richmond, VA  23219


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