U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-K/A
                                 AMENDMENT NO. 1

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
    OF 1934

For the fiscal year ended December 31, 1999.

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the transition period from _________ to _________.

                        Commission file number 001-13183

                         Roberts Realty Investors, Inc.
                         -------------------------------
                 (Name of small business issuer in its charter)

           Georgia                                         58-2122873
--------------------------------------------    --------------------------------
(State or Other Jurisdiction of Incorporation
         or Organization)                   (I.R.S. Employer Identification No.)

      8010 Roswell Road, Suite 120

      Atlanta, GA                                                30350
-----------------------------------------------------          --------
         (Address of Principal Executive Offices)             (Zip Code)

Issuer's telephone number: (770) 394-6000

Securities registered under Section 12(b) of the Act:  None

   Title of each class:                Name  of  each   exchange   on   which
   -------------------                 --------------------------------------
              N/A                      registered:
                                       ----------
                                                                 N/A

Securities registered under Section 12(g) of the Exchange Act:

                                  Common Stock
                         ----------------------------
                                (Title of Class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. |X|

         State the aggregate  market value of the voting and  non-voting  common
equity held by  non-affiliates  of the  registrant.  The aggregate  market value
shall be computed by reference to the price at which the common equity was sold,
or the average bid and asked  prices of such  common  equity,  as of a specified
date  within  60 days  prior  to the date of this  filing.  (See  definition  of
affiliate in Rule 405.)

                                   $25,594,981

         Note: If a determination as to whether a particular person or entity is
an affiliate cannot be made without involving  unreasonable  effort and expense,
the  aggregate  market value of the common stock held by  non-affiliates  may be
calculated  on the basis of  assumptions  reasonable  under  the  circumstances,
provided that the assumptions are set forth in this Form.

         Indicate the number of shares  outstanding of each of the  registrant's
classes of common stock, as of the latest practicable date.  4,885,421 shares of
common stock (as of March 31, 2000)

         Documents Incorporated by Reference.  None.

<PAGE>


         The  registrant  hereby  amends its annual  report on Form 10-K for the
year ended  December 31, 1999 by deleting  the text under Part III,  Items 10-13
and replacing it with the following:

                                    PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Directors and Executive Officers

         Charles S. Roberts, age 53, a director since July 1994, is our Chairman
of the Board,  Chief  Executive  Officer and President.  Mr.  Roberts' term as a
director expires at the 2000 annual meeting of  shareholders.  Mr. Roberts owns,
directly or indirectly,  all of the  outstanding  stock of, and is the president
and  sole  director  of,  Roberts   Properties,   Inc.  and  Roberts  Properties
Construction,  Inc. Mr. Roberts also owned  substantially all of the outstanding
interests in Roberts  Properties  Management,  L.L.C.  until its  acquisition by
Roberts Properties Residential, L.P. on April 1, 1997.

         In October 1970, Mr. Roberts established  Roberts  Properties,  Inc. to
develop,  construct and manage real estate.  Beginning in 1985,  Mr. Roberts and
Roberts Properties began to focus on developing upscale multifamily  residential
communities  and have won numerous  local,  regional and national awards for the
development of these communities.  Mr. Roberts is a frequent national speaker on
the topic of developing upscale multifamily housing and has been recognized as a
leader in this industry. In April 1995, Roberts Properties Management,  Inc. was
recognized  as the  Property  Management  Company  of the  Year by the  National
Association  of Home  Builders.  On a regional  level,  Roberts  Properties  was
awarded the prestigious  Southeast Builders Conference Aurora Award for the best
rental  apartment  community  eight out of nine years  during  the  period  1988
through  1996.  On  a  national  level,   Roberts  Properties  was  awarded  the
prestigious Pillars of the Industry Award from the National  Association of Home
Builders for the best low-rise  apartments  in 1991 and 1992.  In 1993,  Roberts
Properties  was  awarded  the  coveted  Golden  Aurora  Award  for best  overall
development in the Southeast.

         James  M.  Goodrich,  age 59,  a  director  since  October  1994,  is a
consulting  engineer and private  investor.  Dr.  Goodrich's term expires at the
2000 annual  meeting of  shareholders.  Dr.  Goodrich is a director of the North
American  Electric  Reliability  Council,   whose  mission  is  to  promote  the
reliability of the electricity  supply for North America.  In 1975, Dr. Goodrich
founded Energy Management  Associates,  which provides  operations and financial
planning  software  and  related  consulting  services to the  electric  and gas
utility  industries.  Dr.  Goodrich  was  Executive  Vice  President  of  Energy
Management Associates from 1975 until October 1993 and was a member of its board
of  directors   until  1992,  when  it  was  sold  to  Electronic  Data  Systems
Corporation.  Prior to his experience  with Energy  Management  Associates,  Dr.
Goodrich  served in the United  States  Navy for five years as an officer on the
staff of Admiral Hyman Rickover; this position involved technical support of the
design and  development of nuclear power plants for the Navy. Dr. Goodrich holds
a Ph.D.  in  Nuclear  Engineering,  a  master's  degree in  Engineering-Economic
Systems,  and a bachelor of arts degree, all from Stanford  University.  He also
holds  a  master's  degree  in  Engineering   Science  from  George   Washington
University. Dr. Goodrich has appeared as an expert witness before numerous state
public utility commissions,  the Federal Energy Regulatory  Commission,  federal
courts and arbitration panels.

         Wm. Jarell Jones, age 51, a director since October 1994, is an attorney
and has practiced law with the firm of Wm.  Jarell Jones,  P.C., in  Statesboro,
Georgia since  November 1993. Mr. Jones' term expires at the 2002 annual meeting
of shareholders. Mr. Jones is also a Certified Public Accountant, and in 1976 he
formed the public accounting firm of Jones & Kolb in Atlanta, Georgia and served
as Senior Tax Partner and  Co-Managing  Partner until December 1988. In 1990 Mr.
Jones moved to Statesboro and practiced law with the firm of Edenfield,  Stone &
Cox until November 1992 and then with the firm of Jones & Rutledge from November
1992 until  November 1993.  Mr. Jones is the Chief  Executive  Officer of JQUAD,
Inc.,  a family  owned  holding  company of  timber,  farming,  and  development
interests. Mr. Jones was a former director for six years and the former Chairman
for two years of the Downtown Statesboro Development Authority.

         Ben A.  Spalding,  age 65, a director  since October 1994, is Executive
Vice  President  of DHL  International,  Inc.,  an executive  search  firm.  Mr.
Spalding was the sole  shareholder  of Spalding & Company,  a former NASD member

                                       2
<PAGE>

broker-dealer  that served from 1980 to 1996 as the exclusive  broker-dealer for
limited  partnerships  sponsored by Mr. Roberts.  Mr. Spalding's term expires at
the 2001 annual meeting of  shareholders.  Mr.  Spalding  served as President of
Spalding & Company from 1980 until 1994.  For the 20-year  period  through 1983,
Mr.  Spalding  served in several  positions with Johnson & Johnson in the health
care field,  most  recently as  Healthcare  Division  Sales  Manager for several
states in the  Southeast.  Mr.  Spalding  has a  bachelor's  degree in  Business
Administration from Bellarmine College. He has served in numerous positions with
civic and charitable  organizations,  including serving as a National Trustee of
the Cystic  Fibrosis  Foundation  and a member of the Board of  Trustees  of the
Metro-Atlanta Crime Commission. He received the Cystic Fibrosis Dick Goldschmidt
Award in 1986 for his efforts on behalf of the Cystic Fibrosis Foundation.

         George W. Wray,  Jr.,  age 63, a director  since  February  1995,  is a
private investor and Senior Partner of the Wray Partnership, a family investment
group.  Mr. Wray's term expires at the 2001 annual meeting of  shareholders.  He
was  employed  with  International  Silver  Company from the early 1960s to July
1993,  most recently as a Vice  President  engaged in sales  management  for the
eastern United States.  From the July 1993 acquisition of  International  Silver
Company by World Crisa  Corporation (a division of Vitro S.A.) through September
1997,  Mr. Wray was an independent  sales agent for the successor  organization.
Mr.  Wray  also  served as a Vice  President  of  Spalding  &  Company,  an NASD
registered  broker-dealer,  from 1991 to 1997 and was a registered  associate of
Spalding & Company  from 1983 to 1997.  Mr.  Wray holds a  bachelor's  degree in
Industrial  Relations  from the  University of North Carolina at Chapel Hill and
serves as an elder of the Peachtree Presbyterian Church in Atlanta.

         Dennis H. James,  age 53, a director since June 1995, is Executive Vice
President of L. J. Melody & Company (formerly Shoptaw-James, Inc.), a commercial
mortgage  banking firm.  Mr.  James' term expires at the 2002 annual  meeting of
shareholders.  Mr. James has over 25 years  experience  in the mortgage  banking
industry and has been  involved in the  production of income  property  straight
debt loans,  participating  mortgages,  debt/equity joint ventures and sales. As
Executive  Vice President of L. J. Melody & Company,  he is responsible  for the
Southeast Region's overall production and investor  relations.  He has served on
both the Allstate Life  Insurance  Company  Correspondent  Advisory  Council and
State Farm Life Insurance Advisory Council. Mr. James has a bachelor's degree in
Industrial Management from Georgia Tech, and his professional education includes
attendance at numerous real estate institutes.

         Weldon R.  Humphries,  age 62, a director  since  February  1998,  is a
private  investor.  Mr.  Humphries'  term expires at the 2001 annual  meeting of
shareholders.  Mr. Humphries  recently retired from a distinguished  twenty-year
career with Manor Care,  Inc.  (NYSE:  MNR),  where he was employed from January
1978 to November 1997 as Senior Vice President responsible for asset management,
acquisitions and development, and with Choice Hotels International,  Inc. (NYSE:
CHH), where he served as Senior Vice-President responsible for asset management,
acquisitions  and development  from November 1997 to January 1998. Mr. Humphries
began his career as a senior  mortgage  analyst  with  Connecticut  General Life
Insurance  Company  and  later  worked  for  Arvida  Corporation,  where  he was
responsible  for all real  estate  financing,  development  and  marketing.  Mr.
Humphries  has a BBA in Marketing  from the  University of Houston and an MBA in
Finance from the  University  of  Hartford.  He also served as an officer in the
United States Marine Corps.

         Charles R. Elliott,  age 46, Roberts  Realty's  Secretary and Treasurer
since its  inception,  is our Chief  Financial  Officer  and has  served in that
capacity  since April  1995.  Mr.  Elliott  also served as a director of Roberts
Realty from October 1994 to February  1995.  He worked for Hunneman  Real Estate
Corporation  in Boston,  Massachusetts  from 1979 to 1993,  most  recently  as a
Senior  Vice-President  of Accounting  and Finance.  Mr.  Elliott joined Roberts
Properties  in August  1993 as Chief  Financial  Officer and served in that role
until April 1995. He holds an undergraduate  degree in Accounting and a master's
degree in Finance.

                                       3
<PAGE>


Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Securities  Exchange Act of 1934 requires  Roberts
Realty's  directors and executive officers and persons who own beneficially more
than 10% of our outstanding common stock to file with the SEC initial reports of
ownership  and  reports  of  changes in their  ownership  of our  common  stock.
Directors,  executive officers and greater than 10% shareholders are required by
SEC  regulations  to  furnish  us with  copies of the forms  they  file.  To our
knowledge,  based solely on a review of the copies of such reports  furnished to
us, during the fiscal year ended  December 31, 1999,  our  directors,  executive
officers and greater than 10% shareholders  complied with all applicable Section
16(a) filing requirements.

ITEM 11.  EXECUTIVE COMPENSATION.

Compensation of Executive Officers

         Roberts  Realty's  executive  officers are Mr. Charles S. Roberts,  our
Chairman of the Board, Chief Executive Officer and President, and Mr. Charles R.
Elliott,  our Secretary and Treasurer  since  inception and our Chief  Financial
Officer since April 1995. Mr.  Roberts and Mr. Elliott are our "named  executive
officers."

                           Summary Compensation Table

                                                 Annual Compensation
                                       ---------------------------------------
  Name and Principal Position          Year        Salary ($)        Bonus ($)
  ---------------------------          ----        ----------        ---------
  Charles S. Roberts                   1999          150,000               0
    Chairman of the Board, Chief       1998          155,769               0
    Executive Officer, and President   1997          129,857               0

  Charles R. Elliott                   1999          101,577          30,000
    Secretary, Treasurer and           1998           93,642          30,000
    Chief Financial Officer            1997           75,000          38,500


         We are not a party to any employment agreements. Certain fees and other
payments are payable to affiliates of Mr.  Roberts under various  agreements and
arrangements.  See  "Part  III,  Item  13,  Certain  Relationships  and  Related
Transactions - Payments to the Roberts Companies."

Compensation of Directors

         We pay our  directors  who are not officers of Roberts  Realty fees for
their  services as directors.  Mr.  Roberts,  who is the only director who is an
officer, is not paid any director fees.  Non-officer directors receive an annual
fee of $12,000 for  attendance,  in person or by  telephone,  at meetings of the
Board of Directors.  In addition,  we reimburse  our  directors  for  reasonable
travel  expenses and  out-of-pocket  expenses  incurred in connection with their
activities on our behalf.

Compensation Committee Interlocks and Insider Participation

         The Compensation Committee of the Board of Directors is composed of Mr.
Humphries,  Mr. James and Mr. Jones.  None of  them was during  1999,  or at any
previous  time, an officer or employee of Roberts  Realty or Roberts  Properties
Residential, L.P.

                                       4
<PAGE>


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table describes the beneficial ownership of shares of our
common stock as of March 31, 1999 for

o        each person or entity known by us to be the beneficial owner of more
         than 5% of the outstanding shares of common stock,
o        each director and each of our named executive officers, and
o        our directors and executive officers as a group.

Except as noted in the  footnotes,  the person  owns all shares and  partnership
units  directly and has sole voting and  investment  power.  Each of the persons
known by us to beneficially  own more than 5% of the common stock has an address
in care of our principal office.  The Number of Shares Owned column in the table
includes the shares owned by the persons named but does not include  shares they
may acquire by exchanging  units of partnership  interest in Roberts  Properties
Residential,  L.P.,  our  operating  partnership,  for shares of common stock as
explained in the following  paragraph.  The Number of Units  Beneficially  Owned
column in the table  reflects  all  shares  that  each  person  has the right to
acquire by exchanging units for shares.  Under SEC rules, the shares that can be
acquired  in  exchange  for  units  are  deemed  to  be  outstanding  and  to be
beneficially owned by the person or group holding those units when computing the
percentage ownership of that person or group, but are not treated as outstanding
for the purpose of  computing  the  percentage  ownership of any other person or
group.

         Except as described in this paragraph,  unitholders  generally have the
right to require the operating  partnership to redeem their units.  Our articles
of  incorporation  limit  ownership  by any one holder to 6% of our  outstanding
shares,  other  than by Mr.  Roberts,  who is  limited  to 25%.  Accordingly,  a
unitholder  cannot  redeem  units if upon  their  redemption  he would hold more
shares than permitted  under the applicable  percentage  limit.  Given the total
number of shares and units they own, each of Mr.  Roberts,  Dr. Goodrich and Mr.
Wray  may be unable to redeem  all the units  they own  unless  and until  other
unitholders  redeem  a  sufficient  number  of  units to  cause  the  number  of
outstanding  shares of common  stock to be increased  to a level  sufficient  to
permit their  redemption.  A unitholder  who submits units for  redemption  will
receive,  at our  election,  either (a) an equal number of shares or (b) cash in
the amount of the average of the daily market prices of the common stock for the
10  consecutive  trading days before the date of  submission  multiplied  by the
number of units  submitted.  Our policy is to issue shares in exchange for units
submitted for redemption.
<TABLE>
<CAPTION>

                                                    Number of
                                      Number of     Units
   Name of                            Shares        Beneficially                   Percent of
Beneficial Owner                      Owned         Owned                  Total   Class(1)
----------------                      ---------     ------------           -----   ----------
<S>                               <C>              <C>             <C>             <C>
Charles S. Roberts(2)                   692,035          738,012         1,430,047        25.4%

George W. Wray, Jr.(3)                  258,768          134,537           393,305         7.8

James M. Goodrich(4)                    258,651           54,910           313,561         6.3

Ben A. Spalding(5)                       25,252           27,318            52,570         1.1

Dennis H. James                          44,796            2,405            47,201         1.0

Wm. Jarell Jones                          3,917                0             3,917          *

Weldon R. Humphries(6)                   38,000                0            38,000          *

Charles R. Elliott                       10,000                0            10,000          *

All directors and executive officers
as a group:  (8 persons)(7)           1,331,419          957,182         2,288,601        39.2%
------------------------------
*Less than 1%.
</TABLE>

                                       5

<PAGE>

(1) The total number of shares  outstanding  used in calculating this percentage
is 4,885,421, the number of shares outstanding as of March 31, 2000.

(2) Includes  2,744 shares owned by Mr.  Roberts' minor  daughter.  A trust for
his minor daughter of which he is the sole trustee owns 29,500 units.

(3) Includes  224,953 shares owned by a partnership,  over which shares Mr. Wray
has voting and  investment  power as the managing  partner of such  partnership;
27,257  shares  owned by his wife and 5,058 shares owned by a trust of which she
is a co-trustee.  Mr. Wray disclaims  beneficial  ownership of the 27,257 shares
owned  by Mrs.  Wray  and  5,058  shares  owned  by a trust  of  which  she is a
co-trustee.  The partnership  previously  referenced owns 109,868 units, and Mr.
Wray owns 2,917  units  jointly  with his  daughter,  over which units he shares
voting and investment power.

(4) Includes: 110,507 shares owned jointly by Dr. Goodrich and his wife; 108,478
shares owned by Goodrich  Enterprises,  Inc., all of the  outstanding  shares of
which are owned by Dr. and Mrs. Goodrich and their sons; and 24,879 shares owned
by a trust for the benefit of a son of Dr. and Mrs.  Goodrich  and of which Mrs.
Goodrich is trustee.  Dr.  Goodrich's  beneficial  ownership  of units  includes
48,075 units owned  jointly by Dr. and Mrs.  Goodrich and 6,835 units owned by a
trust for the benefit of a son of Dr. and Mrs.  Goodrich of which Mrs.  Goodrich
is trustee.  Dr. Goodrich disclaims beneficial ownership of the units and shares
owned by the trust.

(5) Includes 7,564 shares owned by partnerships of which Mr.  Spalding's wife is
the managing  partner.  Mr.  Spalding's  beneficial  ownership of units includes
2,917 units owned by Mrs.  Spalding  and 24,401 units owned by  partnerships  of
which Mrs. Spalding is the managing partner.  Mr. Spalding disclaims  beneficial
ownership of all units and shares owned by his wife or partnerships of which she
is the managing partner.

(6)  Owned  by  a trust  of  which  Mr. Humphries is a co-trustee along with his
spouse.

(7) Includes  256,985 shares and 50,992 units as to which directors share voting
and investment  power with another family member;  also includes an aggregate of
64,758 shares and 34,153 units  beneficially owned by three directors' wives, as
to which shares such directors disclaim beneficial ownership.

13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

General

         Roberts  Realty  conducts  its  business  through  Roberts   Properties
Residential,  L.P., which we refer to as the operating partnership; owns a 66.0%
interest in it; and is its sole general partner. Mr. Charles S. Roberts owns all
or substantially all of the outstanding shares of both Roberts Properties,  Inc.
and Roberts  Properties  Construction,  Inc.,  which we refer to together as the
Roberts Companies.  These companies perform certain services for us as explained
below.  Notes 1 and 9 to our Consolidated  Financial  Statements provide further
detail regarding some of the transactions described in this section.

Payments to the Roberts Companies

         Overview.  We have paid substantial  fees to the Roberts  Companies for
various  types of  services  and will  continue  to do so in the  future.  These
various arrangements are summarized below.

         Development Fees. From time to time we pay Roberts  Properties fees for
various  development  services  that include  market  studies,  business  plans,
design, finish selection,  interior design and construction administration.  The
operating partnership will pay Roberts Properties a fee of $1,595,000, or $5,000
per unit, for designing, developing, and overseeing construction of our 319-unit
Ballantyne  community  now under  construction  in  Charlotte,  North  Carolina.
Through  December  31,  1999,  Roberts  Realty had  incurred  $1,063,000  of the
$1,595,000   development  fees.  The  operating  partnership  will  pay  Roberts
Properties a fee of $2,015,000,  or $5,000 per unit, for designing,  developing,
and  overseeing  construction  our 403-unit  Addison  Place  project in Atlanta,
Georgia.  Through December 31, 1999,  Roberts Realty had incurred  $1,540,000 of
the  $2,015,000  development  fees. The operating  partnership  will pay Roberts
Properties a fee of $1,245,000,  or $5,000 per unit, for designing,  developing,
and

                                       6

<PAGE>

overseeing construction of our 249-unit Old Norcross project in Gwinnett County,
Georgia.

         Construction  Contracts.  Roberts  Realty enters into  contracts in the
normal course of business with Roberts Properties  Construction,  Inc. ("Roberts
Construction"), an affiliate of Roberts Realty owned by Mr. Roberts.

                  Ballantyne. We have entered into a cost plus 10% contract with
Roberts  Construction  for  construction  of our Ballantyne  community.  Roberts
Construction  started  construction  of the  Ballantyne  community in the fourth
quarter of 1999, and we have paid Roberts  Construction  $125,000  through March
31, 2000 for its initial work on the project.  Roberts  Construction  intends to
hire a third-party general contractor to complete construction of the community,
and Roberts Construction will continue to oversee the project. We are working on
finalizing the estimate of the total cost of the project.

                  Old  Norcross.  We have  entered into a cost plus 10% contract
with  Roberts  Construction  for  construction  of our Old  Norcross  community.
Through  March 31, 2000,  we paid Roberts  Construction  $65,000 for its initial
work on the Old Norcross  project.  We are working on finalizing the estimate of
the total cost of the project.

                  Other  Communities.  The following  table  summarizes  certain
information  regarding  payments to Roberts  Construction for other construction
projects through March 31, 2000.  Under all of these  contracts,  we pay Roberts
Construction its cost, plus a fee of 10% of its cost.
<TABLE>
<CAPTION>

                                   Actual/                    Amount
                                  Estimated                  Incurred      Estimated
                                    Total         Total        From        Remaining
                                  Contract       Amount     1/1/1999 to   Contractual
                                   Amount       Incurred    3/31/2000     Commitment
                                 ----------     --------    -----------   -----------
<S>                          <C>           <C>          <C>           <C>
  Addison Place - Phase I       $ 9,647,000   $ 9,375,000  $8,370,000    $   272,000
  Addison Place - Phase II       20,605,000     2,724,000   2,724,000     17,881,000
  Plantation Trace - Phase II     4,908,000     4,908,000     395,000              0
                                -----------   -----------  ----------     ----------
                                $35,160,000   $17,004,000  $6,978,000    $18,153,000
                                ===========   ===========  ==========     ==========

</TABLE>

         We paid Roberts  Construction  $420,000 in 1999 for labor and materials
to perform repairs and maintenance for our communities.

         Partnership  Profits  Interest.  Between 1994 and 1996,  the  operating
partnership acquired nine limited partnerships of which Mr. Roberts was the sole
general  partner.  Each partnership  owned an apartment  community that had been
developed or was in the development process. As a part of each acquisition,  the
operating  partnership assumed an existing financial  obligation to an affiliate
of Mr.  Roberts.  That  financial  obligation  has been  formalized as a profits
interest in the operating  partnership.  As the holder of the profits  interest,
Roberts Properties may receive  distributions in certain  circumstances.  Upon a
sale of any of the  acquired  properties,  Roberts  Properties  will  receive  a
distribution of a specified  percentage of the gross sales proceeds,  or, in the
case of the Crestmark Phase II land, a maximum amount of $86,775.  Upon a change
in control of Roberts Realty or the operating  partnership,  Roberts  Properties
will receive a  distribution  of the  applicable  percentages of the fair market
value of each of the properties,  or in the case of the Crestmark Phase II land,
up to the maximum  amount.  The amount to be distributed  to Roberts  Properties
with respect to each  affected  property  will be limited to the amount by which
the gross  proceeds from the sale of that  property,  or, in  connection  with a
change in control, its fair market value, exceeds the sum of:

         o  the debt assumed, or taken subject to, by the operating  partnership
            in connection with its acquisition of the property;

                                       7
<PAGE>

         o  the equity  issued by the  operating  partnership  in acquiring  the
            property;  and

         o  all  subsequent  capital  improvements  to the property  made by the
            operating partnership.

         The  percentages  which  apply to the sales  proceeds,  or fair  market
value, of the affected properties are shown in the following table:

                 River Oaks                                         5%
                 Rosewood Plantation                                5%
                 Preston Oaks Phase I                               5%
                 Highland Park                                      5%
                 Ivey Brook                                         5%
                 Crestmark Phase I                                  5%
                 Plantation Trace Phase I                           6%

         In the case of the Crestmark Phase II land, the maximum amount would be
$86,775.

         If  Roberts  Realty   exercises  its  option  to  acquire  all  of  the
outstanding  units for  shares,  it must  simultaneously  purchase  the  profits
interest for cash in the amount the holder of that  interest  would receive if a
change in control occurred at that time.

         Except for units and the partnership  profits  interest  related to the
original  nine  limited   partnerships   acquired  between  1994  and  1996,  no
partnership  interests  have been,  or are  presently  expected to be, issued or
assumed by the operating partnership.

         During 1999,  we made a profits  interest  distribution  of $242,000 to
Roberts Properties.

         Other  Fees.   During  1999,  we  paid   affiliates   of  Mr.   Roberts
miscellaneous fees and cost reimbursements totaling $242,000.



                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  Amendment  No. 1 to  annual  report on Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized.

ROBERTS REALTY INVESTORS, INC.

By: /s/  Charles R. Elliott
    --------------------------------------------------------------
    Charles R. Elliott, Chief Financial Officer
    (The Registrant's Principal Financial and Chief
    Accounting Officer, who is duly authorized to sign this report)


Date: May 1, 2000
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