It is the second  largest  commercial  airport in the United  States in terms of
land area, and is the second busiest airport in the world,  with more than 2,500
daily arrivals and departures.

     The area also has a  well-established  system of  interstate  highways  and
supporting  secondary routes. The Metroplex is located at the hub of Interstates
35, 45, 20 and 30. Two outer loops,  Interstate 635 in Dallas and Interstate 820
in Fort Worth, surround the respective cities.

     The many  institutions  of higher  learning  in the area  include  Southern
Methodist University, the University of Texas at Dallas, the University of Texas
at Arlington, the University of North Texas, and Texas Christian University.

     The Property is located in Tarrant  County in the city of Arlington,  which
is located between Dallas and Fort Worth.  Arlington is  approximately  13 miles
east of the Fort Worth Central Business District and approximately 20 miles west
of the Dallas Central Business District.

     Owing  in  large  part to its  location  between  Dallas  and  Fort  Worth,
Arlington  has  become  a focus  of  business  development  in the  area.  Major
employers  include General Motors,  National  Semiconductor,  Johnson & Johnson,
Doskocil Manufacturing Company and Arlington Memorial Hospital. The area is also
the site of several large  warehousing and distribution  companies whose primary
market is The Metroplex.

     The  University of Texas at Arlington  has an  enrollment of  approximately
23,000  students.  Arlington  also serves as a major medical  center for its own
population and for residents of outlying communities as well. Arlington Memorial
Hospital  has a staff of  approximately  1,680 and HCA South  Arlington  Medical
Center has  approximately  640 employees,  making both of them among the largest
employers in the city.

     The  immediate  neighborhood  surrounding  the  Property  consists of other
multi-family and single-family  housing,  and commercial and retail development.
The Property is proximate to businesses,  restaurants,  schools and churches and
is  readily   accessible   from  Highways  360  and  183.  The  Property  is  an
approximately  20-minute drive from Dallas/Fort Worth International  Airport, an
approximately  30-minute drive from the Dallas Central Business District, and an
approximately 15- minute drive from the Forth Worth Central Business District.

     Description  of the  Property.  The Property  consists of 240  garden-style
apartment units in 12 two- and three-story  buildings on approximately 9.6 acres
of land. The Property was constructed in 1985.

     The Property  offers 10 different unit types.  The unit mix and rents being
charged new tenants as of October 1998 are as follows:


                                       -5-


<PAGE>
<TABLE>
<CAPTION>
                                                                     APPROXIMATE INTERIOR
      QUANTITY                   TYPE                                  SQUARE FOOTAGE              MONTHLY RENTAL
      --------                   ----                                  --------------              --------------
<S>                   <C>                                            <C>                                <C>           
         96           One bedroom, one bathroom                               620                       $ 515

          8           One bedroom, one bathroom                               710                         575
                      w/desk

         24           One bedroom, one bathroom                               710                         580
                      w/fireplace

         32           One bedroom, one bathroom                               800                         620
                      w/sunroom

          4           Two bedrooms, two bathrooms                             965                         705
                      w/desk

         16           Two bedrooms, two bathrooms                             965                         710
                      w/fireplace

          4           Two bedrooms, two bathrooms                            1,000                        725
                      w/desk

         16           Two bedrooms, two bathrooms                            1,000                        730
                      w/fireplace

         20           Two bedrooms, two bathrooms                            1,050                        740
                      w/sunroom

         20           Two bedrooms, two bathrooms                            1,120                        750
                      w/sunroom
</TABLE>

     The apartments provide a total of approximately  190,500 square feet of net
rentable area.

     The Company  believes that the Property has generally been well  maintained
and is in good  condition.  However,  the  Company  has  budgeted  approximately
$180,000 for repairs and  improvements  to the  Property,  to include  clubhouse
renovations, exterior painting and interior upgrades.

     The following information is provided by the seller.  Physical occupancy at
the Property  averaged  approximately 95% in 1993, 94% in 1994, 94% in 1995, 93%
in 1996, 95% in 1997 and 93% during the first nine months of 1998. Leases at the
Property are generally for terms of one year or less.  Average  rental rates for
the past five years have generally increased. As an example, a one-bedroom,  one
bathroom apartment unit (800 square feet) rented for $450 in 1993, $475 in 1994,
$505 in 1995, $545 in 1996 and $545 in 1997. The average effective annual rental
per square foot at the Property for 1993,  1994,  1995, 1996 and 1997 was $6.67,
$7.04, $7.48, $8.07, and $8.07, respectively.

                                       -6-


<PAGE>



     The Property has an outdoor swimming pool, a fitness center,  two saunas, a
heated Jacuzzi and controlled access. There is a clubhouse with a leasing office
and there is ample paved parking for tenants. There are also 228 covered parking
spaces.

     The buildings are wood frame  construction  with exteriors of a combination
of brick veneer, painted wood and stucco on concrete slab foundations. Roofs are
pitched and covered with asphalt shingles on plywood sheathing.

     Each  apartment  unit has  wall-to-wall  carpeting  in the living areas and
vinyl floors in the kitchen and bath. Each apartment unit has a cable television
hook-up and  individually  controlled  heating and  air-conditioning  unit. Each
kitchen has a  refrigerator/freezer,  electric  range and oven,  dishwasher  and
garbage disposal. Each unit has a washer and dryer, a pantry, a linen closet and
miniblinds.  A total of 96 units have a  fireplace  and 24 units have a built-in
desk.  The owner of the  Property  pays for cold  water,  sewer  service,  trash
removal and gas for hot water.  The residents pay for their  electricity  usage,
which includes cooking, lighting, heating and air-conditioning.

     There  are at  least  seven  apartment  properties  that  compete  with the
Property.  All  offer  similar  amenities  and  generally  have  rents  that are
comparable to those of the Property.  Based on a recent  telephone  survey,  the
Advisor  estimates  that  occupancy  at  nearby  competing  properties  averaged
approximately 95% on October 31, 1998.

     As of October 28, 1998, the Property was  approximately  94% occupied.  The
tenants are a mix of white-collar and blue-collar workers,  students and retired
persons.

     The following  table sets forth the 1998 real estate tax information on the
Property:

<TABLE>
<CAPTION>
         JURISDICTION             ASSESSED VALUE        RATE            TAX
         ------------             --------------        ----            ---

<S>                                 <C>               <C>           <C>        
County of Tarrant ..........        $6,948,993         $2.10152      $146,034.20

City of Arlington ..........         6,948,993          0.63800        44,334.58

                                                                     -----------
     Total .................                                         $190,368.78
</TABLE>



     The basis of the  depreciable  residential  real  property  portion  of the
Property (currently estimated at about $8,283,095) will be depreciated over 27.5
years on a straight-line  basis. The basis of the personal property portion will
be depreciated in accordance with the modified  accelerated cost recovery system
of the Internal  Revenue Code of 1986,  as amended (the  "Code").  Amounts to be
spent by the  Company  on  repairs  and  improvements  will be  treated  for tax
purposes as permitted by the Code based on the nature of the expenditures.

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

                                       -7-


<PAGE>



     Material  Factors  Considered  in  Assessing  the  Property.   The  factors
considered  by the Advisor and the  Company to be  relevant  in  evaluating  the
Property for acquisition by the Company included the following:

     1. The Dallas/Fort  Worth area generally and the specific area in which the
Property is located were perceived as being  characterized by a diverse,  stable
and steadily growing economy. Accordingly, it was believed that such economy and
its anticipated  growth and development would support stable occupancy rates and
reasonable increases in rents at the Property.

     2. Based upon an engineering  report and its own  inspections,  the Advisor
believes that the Property has been well  maintained  and is in good  condition,
although the Advisor  believes that the planned  repairs and  improvements  will
allow a further increase in rents at the Property.

     3.  The  Property  has  an  advantageous   location  -  convenient  to  the
Dallas/Fort  Worth  International  Airport and both downtown Dallas and downtown
Fort Worth - and is located in a  rapidly-growing  area  proximate to centers of
employment and retail development in the city of Arlington.

     Acquisition and Management  Services and Fees. In consideration of services
rendered to the Company in connection  with the selection and acquisition of the
Property,  the Company paid Apple Residential  Management Group, Inc. a property
acquisition fee equal to 2% of the purchase price of the property,  or $186,000.
Apple Residential  Management Group, Inc. will serve as property manager for the
Property and for its services  will be paid by the Company a monthly  management
fee equal to 5% of the gross  revenues of the  Property  plus  reimbursement  of
certain expenses.

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

                                       -8-


<PAGE>



                           BRANDYWINE PARK APARTMENTS
                                Richardson, Texas

     On  October  29,  1998,  Apple  REIT  Limited  Partnership   purchased  the
Brandywine Park Apartments located at 1111 Abrams Road in Richardson, Texas (the
"Property").

     The Property  comprises 196  apartment  units.  The purchase  price for the
Property  was  $8,100,000.   The  seller  was  Abrams  One  Properties   Limited
Partnership,  a Texas  limited  partnership,  which is not  affiliated  with the
Company,  the Advisor or their affiliates.  The purchase price was paid entirely
in cash using  proceeds from the sale of Common Shares of the Company.  Title to
the Property was conveyed to the Company by limited warranty deed.

     Location.  The  Property  is  located  on Abrams  Road on the north side of
Interstate  635  (L.B.J.  Freeway)  and  east  of  U.  S.  Highway  75  (Central
Expressway) in  Richardson,  outside of Dallas,  Texas.  The Property is located
within The Metroplex. See above under "Burney Oaks Apartments" for a description
of The Metroplex.

     The immediate area surrounding the Property consists of other  multi-family
and single-family  housing, and commercial and retail development.  The Property
is  located  less  than a mile  from a  multi-billion-dollar  Texas  Instruments
facility.  The  Property  is  also  located  immediately  adjacent  to  Richland
Community College, a two-year college. The Property is located near restaurants,
businesses,  schools and churches and is readily  accessible from Interstate 635
and  Highway  75.  The  Property  is  an  approximately   20-minute  drive  from
Dallas/Fort  Worth  International  Airport and an approximately  15-minute drive
from downtown Dallas.

     Description  of the  Property.  The Property  consists of 196  garden-style
apartment units in 17 two-story buildings on approximately 11 acres of land. The
Property was constructed in 1978.

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

<TABLE>
<CAPTION>
                                        APPROXIMATE INTERIOR
QUANTITY            TYPE                 SQUARE FOOTAGE          MONTHLY RENTAL
--------            ----                 --------------          --------------
<S>       <C>                               <C>                    <C>  
  80      One bedroom, one bathroom            700                  $530

  60      Two bedrooms, two bathrooms        1,067                   740

  56      Three bedrooms, two                1,392                   870
          bathrooms
</TABLE>

     The apartments provide a total of approximately  200,000 square feet of net
rentable area.

     The Company believes the Property has generally been well maintained and is
in good condition for a property of its age.  However,  the Company has budgeted
approximately

                                       -9-


<PAGE>



$1,078,000 for repairs and  improvements  to the Property,  including  clubhouse
renovations, siding replacement, exterior painting, pool renovations, foundation
corrections and interior upgrades.

     The following information is provided by the seller.  Physical occupancy at
the Property averaged approximately 96% in 1996 , 97% in 1997 and 97% during the
first  nine  months  of  1998.  Occupancy  rates  for  earlier  periods  are not
available.  Leases at the Property are  generally for terms of one year or less.
Average  rental rates for the past five years have  generally  increased.  As an
example, a three-bedroom,  two-bathroom apartment (1,392 square feet) rented for
$700 in 1993,  $710 in 1994,  $710 in 1995,  $735 in 1996 and $750 in 1997.  The
average  effective annual rental per square foot at the Property for 1993, 1994,
1995, 1996 and 1997 was $6.50, $6.60, $6.60, $6.83, and $6.97, respectively.

     The Property has an outdoor  swimming  pool, a playground and a picnic are.
There is also a  clubhouse  with a leasing  office.  There are also 196  covered
parking spaces and additional paved uncovered parking.

     The  buildings  are wood frame  construction  with a  combination  of brick
veneer and painted wood siding exteriors on concrete slab foundations. Roofs are
pitched and covered with asphalt shingles on plywood sheathing.

     Each  apartment  unit has  wall-to-wall  carpeting  in the living areas and
vinyl floors in the kitchen and bath. Each apartment unit has a cable television
hook-up and  individually  controlled  heating and  air-conditioning  unit. Each
kitchen has a  refrigerator/freezer,  electric  range and oven,  dishwasher  and
garbage disposal.  All units have a washer and dryer, a wood-burning  fireplace,
ten-foot  ceilings,  ceiling fans, mini and vertical blinds and assigned covered
parking.  The owner of the Property pays for cold water,  sewer  service,  trash
removal and gas for hot water.  The tenants pay for their  electricity  service,
which includes cooking, lighting, heating and air-conditioning.

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

     As of October 26, 1998, the Property was  approximately  98% occupied.  The
tenants are a mix of white-collar and blue-collar workers and retired persons.

     The following  table sets forth the 1998 real estate tax information on the
Property:

<TABLE>
<CAPTION>
         JURISDICTION                ASSESSED VALUE      RATE            TAX
         ------------                --------------      ----            ---
<S>                                  <C>                <C>           <C>       
County of Dallas ...............      $6,073,780        $0.4330      $ 26,303.96

City of Richardson .............       6,073,780         0.4438        26,958.47

Richardson I.S.D ...............       6,073,780         1.6257        98,741.44

                                                                      ----------
     Total .....................                                     $152,003.88
</TABLE>

                                      -10-


<PAGE>




     The basis of the  depreciable  residential  real  property  portion  of the
Property (currently estimated at about $6,161,411) will be depreciated over 27.5
years on a straight-line  basis. The basis of the personal property portion will
be depreciated in accordance with the modified  accelerated cost recovery system
of the Code. Amounts to be spent by the Company on repairs and improvements will
be treated for tax  purposes as permitted by the Code based on the nature of the
expenditures.

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

     Material  Factors  Considered  in  Assessing  the  Property.   The  factors
considered  by the Advisor and the  Company to be  relevant  in  evaluating  the
Property for acquisition by the Company included the following:

     1. The Dallas/Fort  Worth area generally and the specific area in which the
Property is located were perceived as being  characterized by a diverse,  stable
and steadily growing economy. Accordingly, it was believed that such economy and
its anticipated  growth and development would support stable occupancy rates and
reasonable increases in rents at the Property.

     2. Based upon an engineering  report and its own  inspections,  the Advisor
believes  that the  Property has been well  maintained  and is generally in good
condition  for a property of its age,  although  the Advisor  believes  that the
planned repairs and  improvements  will allow a further increase in rents at the
Property.

     3. The  Property has an  advantageous  location  close to major  employers,
including particularly a large Texas Instruments facility.

     Acquisition and Management  Services and Fees. In consideration of services
rendered to the Company in connection  with the selection and acquisition of the
Property,  the Company paid Apple Residential  Management Group, Inc. a property
acquisition fee equal to 2% of the purchase price of the property,  or $162,000.
Apple Residential  Management Group, Inc. will serve as property manager for the
Property and for its services  will be paid by the Company a monthly  management
fee equal to 5% of the gross  revenues of the  Property  plus  reimbursement  of
certain expenses.

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

Item 5.  Other Events

     Cornerstone  Realty Income Trust, Inc.  ("Cornerstone")  has been providing
property management, advisory and real estate brokerage services to the Company.
The property  management and advisory services have been provided by Cornerstone
under  subcontracts from Apple  Residential  Management Group, Inc. ("ARMG") and
Apple  Residential   Advisors,   Inc.  ("ARA"),  the  entities  that  originally
contracted  with the Company for the providing of such services.  As to the real
estate brokerage services, Cornerstone previously purchased the assets

                                      -11-


<PAGE>



of Apple Realty Group, Inc. ("ARG") - consisting  principally of the real estate
brokerage agreement - and thereby succeeded to ARG in providing such services to
the Company.

     Effective at the close of business on September 30, 1998,  the  subcontract
agreements described above were terminated,  and ARA assigned to ARMG its rights
and responsiblities  under the advisory agreement.  Thus, as of October 1, 1998,
the property  management and advisory  services to the Company are now performed
by ARMG using  employees  leased from  Cornerstone.  Effective  October 1, 1998,
Cornerstone  sold to ARMG its  rights in the real  estate  brokerage  agreement.
Beginning  on such date ARMG will  provide the  services  and be entitled to the
compensation  under  the  real  estate  brokerage  agreement.  ARMG  will  lease
employees necessary to provide such services from Cornerstone.

     It is not expected that the restructuring of the relationships  under which
the Company  receives  property  management,  advisory and real estate brokerage
services  will  have any  material  effect  on the  Company  since in  substance
Cornerstone will continue to provide such services to the Company.

                                      -12-