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                                                                 EXHIBIT 10.13.1


                                 PROMISSORY NOTE
                           (STATE FARM LOAN NO. 13551)


$21,000,000.00                                                  NOVEMBER 6, 2001
                                                        WEST PALM BEACH, FLORIDA


         FOR VALUE RECEIVED, the undersigned, ROBERTS PROPERTIES RESIDENTIAL,
L.P., a Georgia limited partnership, ("Maker") promises to pay to the order of
STATE FARM LIFE INSURANCE COMPANY, an Illinois corporation, its successors or
assigns ("State Farm") the principal sum of TWENTY-ONE MILLION AND 00/100
DOLLARS ($21,000,000.00) ("Principal"), together with interest ("Interest") on
the unpaid Principal balance outstanding from the date hereof until paid at the
rate of Six and Ninety-Five One Hundredths percent (6.95%) per annum ("Note
Rate"). Interest shall be computed on the basis of a three hundred sixty (360)
day year having twelve (12), thirty (30) day months. Principal and Interest
accrued thereon, together with all other sums which may be at any time due,
owing or required to be paid by the terms of the Mortgage (hereinafter defined)
and other Loan Documents (as defined in the Mortgage) are hereinafter
collectively called the "Indebtedness".

I.       PAYMENTS.

         A.       On the date of this Promissory Note, Maker shall pay interest
only from the date of disbursement to and including November 30, 2001.
Thereafter, commencing on January 1, 2002 and continuing on the first (1st) day
of each succeeding month thereafter ("Regular Payment Date") to and including
November 1, 2011, Principal and Interest thereon at the Note Rate shall be paid
in fixed monthly installments of One Hundred Thirty-Nine Thousand Nine and
00/100 DOLLARS ($139,009.00) each ("Monthly Payment"). A final payment of all
outstanding Principal and accrued and unpaid Interest thereon shall be due and
payable on December 1, 2011 ("Maturity Date").

         B.       All required payments are to be made to State Farm at One
State Farm Plaza, Bloomington, Illinois 61710, Attention: Investment Accounting,
D-3, or at any other place State Farm shall designate in writing.

         C.       All Obligations (as defined in the Mortgage) are payable in
lawful money of the United States of America which is legal tender for public
and private debts.

         D.       Capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Mortgage and other Loan Documents.

II.      EVENTS OF DEFAULT.

         A.       It shall constitute an event of default ("Event of Default")
of and under this Promissory Note ("Note") if any of the following events shall
occur:


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                  1.       Maker shall fail to pay any installment of Principal
and Interest when due under this Note. However, Monthly Payments received by
State Farm within ten (10) days of the Regular Payment Date shall be considered
made as required. If payment is not received by State Farm by the tenth (10th)
day of the month when due, the Default Rate (hereinafter defined) shall apply
from the first (1st) day of the month.

                  2.       Maker shall fail to perform or observe any of the
other covenants, agreements or conditions of this Note or an Event of Default
shall occur under any of the other Loan Documents now or hereafter evidencing or
securing the Indebtedness beyond the expiration of any applicable grace or cure
periods contained in the other Loan Documents.

         B.       While any Event of Default exists, the Note Rate shall be
increased to Eleven and Ninety-Five One Hundredths percent (11.95%) per annum
("Default Rate"). Interest shall accrue at the Default Rate from the date of the
Event of Default until the date upon which the Event of Default is cured. It is
a condition precedent to the cure of any Event of Default that Maker shall pay
all Principal and accrued Interest required under this Note (i.e., that would
have been paid but for the Event of Default) to the most current Regular Payment
Date, and the difference between the Default Rate and the Note Rate from the
date of the first occurrence of the Event of Default to the date upon which the
Event of Default is cured.

         C.       Prior to an Event of Default, payments received by State Farm
shall be applied first to Interest and the remainder to Principal. After an
Event of Default, State Farm may, at its option, apply any payments or other
amounts received first to the payment of State Farm's expenses incurred in
accordance with the provisions of the Loan Documents, then to Interest and the
remainder to Principal.

         D.       In case of an Event of Default by Maker in the performance or
observance of any of the covenants, agreements or conditions of this Note or the
other Loan Documents and the expiration of any applicable grace or cure periods,
State Farm, at its option and without further notice, may declare the
Indebtedness, including the entire Principal balance, together with all Interest
accrued and unpaid thereon, to be immediately due and payable. Failure to
exercise this option for a particular Event of Default shall not constitute a
waiver of the right to exercise same in case of any subsequent Event of Default.

III.     SECURITY.

         This Note is secured by, among other Loan Documents, (i) a Mortgage and
Security Agreement executed by Maker to and in favor of State Farm of even date
with this Note ("Mortgage") which encumbers and constitutes a lien upon and
security interest in certain real property located in Palm Beach County, in the
State of Florida ("State") and certain other properties, rights and interests,
all as more fully described in the Mortgage ("Premises") and (ii) an Assignment
of Rents and Leases executed by Maker to and in favor of State Farm of even
date with this Note ("Assignment of Rents and Leases") in which the Rents (as
defined therein) and the Leases (as defined therein) are absolutely and
unconditionally assigned by Maker to State Farm. The terms and provisions of
the Mortgage and the Assignment of Rents and Leases are incorporated herein by
reference and made a part hereof.



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IV.      PREPAYMENT.

         A.       The loan evidenced by this Note ("Loan") shall be closed to
prepayment for a period of three (3) years from the commencement of the
amortization of Principal and Interest hereunder (i.e., until the later to occur
of (i) December 1, 2004 or (ii) after thirty-six (36) Monthly Payments have been
made on this Note). Only thereafter, provided Maker first gives State Farm
written notice at least thirty (30) days, but no more than sixty (60) days,
before the date selected by Maker for prepayment ("Prepayment Date"), Maker may
prepay the entire outstanding Principal on the Prepayment Date; provided that
(i) all other amounts due, including, without limitation, all accrued Interest,
under the Loan Documents as Indebtedness are also paid and (ii) the amount
prepaid is accompanied by a fee ("Prepayment Fee") equal to the greater of the
following:

                  1.       An amount equal to one percent (1%) of the entire
Principal amount to be prepaid, or

                  2.       If at the time of prepayment the Reinvestment Yield
(as defined herein) is less than the Note Rate, the Prepayment Fee shall be
calculated by:

                           A.       Using the Reinvestment Yield corresponding
                  to the payment frequency of the Note, combine the present
                  values of: (i) the scheduled payments remaining until the
                  Maturity Date of the Note, and (ii) the final Principal and
                  accrued Interest payment due on the Maturity Date of the Note;

                           B.       From the amount so obtained, subtracting the
                  par value of the outstanding Principal balance of this Note as
                  of the Prepayment Date;

                  and the remainder so obtained shall be the Prepayment Fee.

         B.       For purposes of this Note, the term "Reinvestment Yield" shall
mean the yield on United States Treasury Securities having the closest maturity
(month and year) to the Maturity Date of this Note. Should more than one United
States Treasury Security be quoted as maturing on the Maturity Date of this
Note, then the yield of the Security quoted closest to par will be used in the
calculation of the Prepayment Fee.

         C.       The Prepayment Fee shall be calculated two (2) business days
before the scheduled Prepayment Date.

         D.       Failure of Maker to prepay on the selected Prepayment Date
shall be considered a waiver by Maker of the present right to prepay.

         E.       If State Farm declares the entire Indebtedness to be
immediately due and payable, Maker agrees that the Prepayment Fee, calculated as
if the Prepayment Date were the date of acceleration, shall apply if allowed by
Applicable Law (as hereinafter defined).

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         F.       No Prepayment Fee shall be payable in the event that the Loan
is prepaid, in whole or in part, by reason of the application of insurance or
condemnation proceeds to the Indebtedness as required by the Loan Documents.

         G.       No Prepayment Fee shall be payable after one hundred seventeen
(117) Monthly Payments have been made on this Note or September 1, 2011,
whichever comes later in time.

         H.       If State Farm consents to a sale, conveyance or transfer of
the Premises described in the Mortgage, or any interest therein, but requires,
as a condition to such consent, an increase in the Note Rate, Maker shall have
the right, for ninety (90) days from State Farm's written notification of such
required rate increase, to prepay the Indebtedness secured by the Loan Documents
in full without a Prepayment Fee. It is expressly provided, however, that the
foregoing provisions of this Paragraph H shall have no application to the
one-time right to sell and transfer title to the Premises provided in Section
3.11(e) of the Mortgage.

V.       LIMITATION OF LIABILITY.

         In consideration of the security provided by Maker to State Farm for
repayment of the Indebtedness, including, without limitation, the liens on and
security interests in the Premises granted pursuant to the Mortgage and the
absolute and unconditional assignment of Rents and Leases made pursuant to the
Assignment of Rents and Leases, upon the occurrence of an Event of Default
hereunder or under any of the other Loan Documents, State Farm agrees that it
shall not, except as otherwise set forth in this Section, seek to enforce, nor
shall State Farm be entitled to enforce, any deficiency or monetary judgment
against Maker, any Partner of Maker ( if Maker is a partnership), any Member of
Maker (if Maker is a limited liability company) or any Beneficiary of Maker (if
Maker is a trust) (individually, an "Exculpated Party" and collectively, the
"Exculpated Parties"), personally, and shall not levy or execute judgment upon
any property of the Exculpated Parties, other than the Premises; it being
expressly agreed, acknowledged and understood, however, that nothing contained
herein shall in any manner or way release, affect or impair:

         A.       The existence of the Indebtedness and Obligations created in
and evidenced by the Loan Documents.

         B.       The enforceability of the liens and security interests created
in and granted by the Loan Documents against the Premises.


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         C.       The right of State Farm to recover from any of the Exculpated
Parties:

                  1.       After the occurrence of an Event of Default under any
of the Loan Documents:

                           A.       Any Rents received by any of the Exculpated
         Parties from tenants of the Premises and not applied to the
         Indebtedness or to the ordinary operating expenses of the Premises
         during Maker's current fiscal year;

                           B.       An amount equal to any Rents from the
         Premises not paid by any tenant due to Maker's failure to perform the
         landlord's obligations under any lease or leases of the Premises or any
         part thereof;

                           C.       Any amount(s) necessary to repair or replace
         any damage to or destruction of the Premises which is caused by the
         willful or wanton act or omission on the part of any of the Exculpated
         Parties; or

                           D.       Any sums expended by State Farm in
         performance of or in compliance with the obligations of the landlord
         under all covenants, agreements and provisions of any Lease or Leases
         assigned to State Farm as security for the Indebtedness and Obligations
         due to Maker's failure or refusal to so perform such obligations;

                  2.       Any insurance proceeds or condemnation awards
received by any of the Exculpated Parties and not delivered over to State Farm
or used for Restoration of the Premises;

                  3.       Any costs, expenses, damages, reasonable attorneys'
and paralegals' fees or other liabilities or obligations incurred by State Farm,
directly or indirectly arising out or on account of or attributable to the use,
generation, storage, release, threatened release, discharge, disposal, or
presence on, under, or about the Premises of any materials, substances or
wastes, defined or classified as hazardous or toxic under applicable federal,
state or local laws or regulations or arising out of or from any failure on the
part of Maker to comply with the provisions of the Environmental Indemnification
Agreement executed by Maker to and in favor of State Farm of even date with this
Note; or

                  4.       Any loss, damage, cost, expense, liability or
obligation suffered or incurred by State Farm arising out or on account of or
based upon any fraud or willful misrepresentation of a material fact by any of
the Exculpated Parties in any document executed or presented to State Farm in
connection with the loan evidenced by this Note ("Loan").

                  5.       An amount equal to the aggregate sum of any and all
tenant security deposits required to be paid by State Farm to any tenants of the
Premises (or any other party) and not reimbursed to State Farm by Maker or any
Exculpated Party and any and all damages, costs and expenses, including, without
limitation, attorneys' and paralegals' fees, suffered or incurred by State Farm
by reason or on account of the failure of Maker or any Exculpated Party


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to account for and turn over to State Farm any tenant security deposits received
by Maker or any Exculpated Party as required by the Leases or the Loan
Documents.

VI.      NON-USURIOUS LOAN.

         A.       It is the intention of Maker and State Farm that this Note and
all other Loan Documents shall comply with any Applicable Law (hereinafter
defined). To that end, the parties stipulate and agree that none of the terms
and provisions of this Note or the Loan Documents shall ever be construed to
create a contract that violates any Applicable Law or exceeds the limits imposed
or provided by law for the use or detention of money or for forbearance in
seeking its collection.

         B.       In the event that Interest paid or received under this Note or
the other Loan Documents shall result, because of any reduction of Principal or
any other reason, in an effective rate of interest which for any period is in
excess of applicable usury limits, such excess Interest for the period in
question shall, at State Farm's option, be refunded to Maker or be applied upon
the outstanding Principal of the Note without a Prepayment Fee.

         C.       The term "Applicable Law", as such term is used in this Note
shall mean any federal or state statute or other law, including, but not limited
to, the applicable usury laws of the State or the United States (whichever
allows the greater rate of interest), as such Applicable Law now exists, is
amended or is enacted during the term of this Note.

         D.       The Maker represents and agrees that the Indebtedness
evidenced by this Note constitutes a commercial business loan which comes within
the purview of Section 687.02 Florida Statutes.

VII.     STATE FARM'S ATTORNEY FEES.

         Should the Indebtedness evidenced by this Note or any part thereof be:
(i) collected at law or in equity or through any legal, bankruptcy,
receivership, probate or other court proceedings; (ii) placed in the hands of
attorneys for collection after the occurrence of an Event of Default; or (iii)
the subject of any court proceeding involving the lien of the Mortgage or its
priority, Maker and all endorsers, guarantors and sureties of such Indebtedness
jointly and severally agree to pay to State Farm, in addition to the Principal
and Interest due and payable hereunder, reasonable attorneys' and paralegals'
fees and collection costs, and all other Obligations due pursuant to the terms
of the Loan Documents including those incurred by State Farm on any appeal.

VIII.    MAKER'S WAIVERS.

         Maker and all endorsers, guarantors and sureties of the Indebtedness
         evidenced by this Note and any other persons liable or to become liable
         on or for such Indebtedness hereby severally waive presentment for
         payment, demand and notice of demand, dishonor and notice of dishonor,
         protest and notice of protest, and nonpayment and notice of nonpayment
         of this Note, and all other notices and demands, including without
         limitation, notice of intention to accelerate the maturity of this
         Note, notice of acceleration of the maturity of the Note, diligence in
         collection and the bringing of suit against any other party and hereby
         further agree to all renewals, extensions, modifications, partial
         payments, releases or substitutions of security, in whole or in part,
         with or without notice, whether before or after maturity.


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IX.      PAYMENT OF TAXES AND FEES.

         Maker agrees to pay all costs, expenses, fees and taxes on or with
respect to the execution, delivery, recordation, existence or possession of this
Note, the Mortgage and the other Loan Documents, including, without limitation,
all recording fees and any documentary stamp tax or intangible personal property
tax now or hereafter required by Applicable Law to be affixed or paid with
respect to this Note, the Mortgage or the other Loan Documents.

X.       WAIVER OF TRIAL BY JURY.

         Maker hereby waives, to the fullest extent permitted by Applicable Law,
the right to trial by jury in any action, proceeding or counterclaim filed by
any party, whether in contract, tort or otherwise relating directly or
indirectly to this Note or any acts or omissions of the Maker in connection
therewith or contemplated thereby.

XI.      RELEASES.

         State Farm may, without notice, and without regard to the
consideration, if any, given or paid therefor, release or substitute any part of
the Premises given as security for the repayment of the Indebtedness evidenced
and represented by this Note without releasing any other property given as
security for such Indebtedness, or may release any party obligated on or liable
for the payment of the Indebtedness evidenced and represented by this Note
without releasing any other party obligated on or liable for such Indebtedness,
or may agree with any party obligated or liable for the repayment of the
Indebtedness evidenced and represented by this Note to extend the time for
payment of any part or all of such Indebtedness without releasing any party
obligated on or liable for such Indebtedness. Failure on part of State Farm to
exercise any right granted herein, in the Mortgage or the other Loan Documents
shall not constitute a waiver of such right or preclude the subsequent exercise
thereof.

XII.     GOVERNING LAW.

         This Note and the rights, duties, obligations and liabilities of the
parties hereunder and/or arising from or relating in any way to the Indebtedness
evidenced by this Note or the loan transaction of which such Indebtedness and
this Note are a part shall be governed by and construed for all purposes under
the law of the State.


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         IN WITNESS WHEREOF, Maker has caused these presents to be executed by
its undersigned officer(s) or other representative(s) thereunto duly authorized,
as of the day and year first above written.

Maker's Address:                     ROBERTS PROPERTIES RESIDENTIAL,
                                     L.P., a Georgia limited partnership



c/o Roberts Realty Investors, Inc.
Attn:  Charles R. Elliott, C.F.O.    By:  ROBERTS REALTY INVESTORS,
8010 Roswell Road, Suite 120              INC., a Georgia corporation,
Atlanta, Georgia  30350                   its sole general partner



                                          By: /s/ Charles R. Elliott
                                             ----------------------------------
                                             Charles R. Elliott
                                             Its Secretary,
                                             Treasurer and Chief
                                             Financial Officer


                                                    (Corporate Seal)


Note:    Documentary stamps in the amount of $73,500.00 have been affixed to
         the original Mortgage of even date herewith which secures this Note.


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