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                                                                  Exhibit 4.23-D

                       THIRD AMENDMENT TO CREDIT AGREEMENT

     THIRD AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of December
2nd, 2002 by and among CORNERSTONE REALTY INCOME TRUST, INC., a Virginia
corporation ("Cornerstone"), CRIT-NC, LLC, a Virginia limited liability company
("CRIT-NC" and, together with Cornerstone, the "Companies" and each a
"Company"), WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union
National Bank) (the "Lender") and WACHOVIA BANK, NATIONAL ASSOCIATION (formerly
known as First Union National Bank), as administrative agent for the Lender (in
such capacity, the "Administrative Agent").

                              STATEMENT OF PURPOSE

     WHEREAS, the Companies, the Lender and the Administrative Agent are parties
to a Credit Agreement dated as of December 12, 2000, a First Amendment to and
Waiver of Credit Agreement dated as of April 18, 2001 and a Second Amendment to
Credit Agreement dated as of October 17, 2002 (as so amended, the "Credit
Agreement"); and

     WHEREAS, the parties hereto wish to amend the Credit Agreement as more
specifically provided herein; and

     WHEREAS, subject to and upon the terms and conditions herein set forth, the
Lender and the Administrative Agent are willing to continue to make available to
the Companies the credit facilities provided for in the Credit Agreement;

     NOW, THEREFORE, in consideration of the premises and agreements contained
herein, and for good and valuable consideration, the receipt and sufficiency of
which are acknowledged by the parties hereto, the parties hereto hereby agree as
follows:

     1. All capitalized terms used herein and not otherwise defined shall have
the respective meanings provided to such terms in the Credit Agreement, as
amended hereby.

     2. Amendments to the Credit Agreement.

          a. The definition of the term "Aggregate Commitment" contained in
Section 1.1 of the Credit Agreement is hereby deleted in its entirety and the
following definition is hereby substituted in lieu thereof:

     "`Aggregate Commitment' means the aggregate amount of the Lenders
     Commitments hereunder, as such amount may be reduced or modified at any
     time or from time to time pursuant to the terms hereof. From and after
     December 2nd, 2002, the Aggregate Commitment shall mean $75,000,000."

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          b. The definition of the term "Permanent Commitment" contained in
Section 1.1 of the Credit Agreement is hereby deleted in its entirety and the
following definition is hereby substituted in lieu thereof:

     "`Permanent Commitment' means $75,000,000."

          c. Section 9.1 of the Credit Agreement is hereby deleted in its
entirety and the following paragraph is hereby substituted in lieu thereof:

     "SECTION 9.1 Leverage Ratio. As of any fiscal quarter end, permit the ratio
of (a) Total Funded Debt as of such date to (b) Total Implied Capitalization
Value for such fiscal quarter to exceed 0.75 to 1.0."

          d. Section 9.5 of the Credit Agreement is hereby deleted in its
entirety and the following paragraph is hereby substituted in lieu thereof:

     "SECTION 9.5 Ratio of Adjusted Unencumbered Asset Value to Total Unsecured
Debt. As of any fiscal quarter end, permit the ratio of (a) the Adjusted
Unencumbered Asset Value for such fiscal quarter to (b) Total Unsecured Debt as
of such date to be less than 2.20 to 1.0."

     3. This Amendment shall become effective as of the date hereof, provided
that the Administrative Agent shall have received by such date the following
items:

          a. A copy of this Amendment executed by the Companies, the Lender and
     the Administrative Agent (whether such parties shall have signed the same
     or different copies);

          b. An amended and restated Note of even date herewith in form and
     substance satisfactory to the Administrative Agent, made by the Companies
     payable to the order of the Lender;

          c. Certificates of even date herewith signed by an authorized officer
     of each of the Companies and attested to by an authorized officer of each
     of the Companies certifying that (i) the organizational documents and
     resolutions of such Company previously delivered to the Administrative
     Agent remain in full force and effect except as provided therein, (ii) such
     Company remains in good standing, (iii) all representations and warranties
     of such Company previously made to the Administrative Agent and the Lender
     remain true, complete and accurate, and (iv) no Event of Default or Default
     has occurred and is continuing (other than such Events of Default as may
     have been waived hereby);

          d. Resolutions of each of the Companies authorizing the execution of
     this Amendment and the Note referred to in subsection b. above;

          e. An opinion of counsel to the Companies acceptable to the Lender
     (the "Opinion"). Notwithstanding the foregoing, the Companies may deliver
     the

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     Opinion to Administrative Agent as a post-closing item no later than the
     date which is fifteen (15) days after the date of this Amendment (the
     "Opinion Deadline"). The failure by the Companies to deliver the Opinion to
     Administrative Agent on or before the Opinion Deadline shall be an Event of
     Default; and

          f. A fee to fund the acquisition of Windsor Heights and Enclave at
     South Tryon by wire transfer or other immediately available funds, in the
     amount of $25,000.

     4. This Amendment is limited and, except as set forth herein, shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement, or any other document or instrument entered into in connection
therewith.

     5. This Amendment may be executed in any number of counterparts by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which together
shall constitute one and the same instrument. A complete set of counterparts
shall be lodged with the Companies and the Administrative Agent.

     6. This Amendment and the rights and obligations of the parties hereunder
shall be construed in accordance with and governed by the laws of the State of
North Carolina.

     7. From and after the date hereof, all references in the Credit Agreement,
and any other document or instrument entered into in connection therewith, to
the Credit Agreement shall be deemed to be references to the Credit Agreement as
amended hereby.

     8. EACH OF THE LENDER, THE ADMINISTRATIVE AGENT AND EACH OF THE COMPANIES
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS AMENDMENT AND ANY AGREEMENT, DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE
EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING HERETO
OR THERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER AND THE
ADMINISTRATIVE AGENT TO ENTER INTO THIS AMENDMENT.

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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and sealed as of the day and year first above written.

                                 CORNERSTONE REALTY INCOME TRUST, INC.,
                                 a Virginia corporation


                                 By:    /s/ Stanley J. Olander, Jr.
                                      ------------------------------------------
                                 Name:    Stanley J. Olander, Jr.
                                        ----------------------------------------
                                 Title:  Executive Vice President
                                         ---------------------------------------



                                 CRIT-NC, LLC,
                                 a Virginia limited liability company

                                 By:      CORNERSTONE REALTY INCOME TRUST, INC.,
                                          a Virginia  corporation,  its sole
                                          Member/Manager

                                          By:    /s/ Stanley J. Olander, Jr.
                                               ---------------------------------
                                          Name:    Stanley J. Olander, Jr.
                                                 -------------------------------
                                          Title:    Executive Vice Presidenet
                                                  ------------------------------



                                 WACHOVIA BANK, NATIONAL ASSOCIATION,
                                 a national banking association, as
                                 Administrative Agent and as sole Lender



                                 By:  /s/ David Hoagland
                                      ------------------------------------------
                                 Name:    David Hoagland
                                        ----------------------------------------
                                 Title:    Vice President
                                         ---------------------------------------