# UNITED STATESSECURITIES
AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ___________FORM 10-KAMENDMENT No. 1

# FOR ANNUAL AND
TRANSITION REPORTS PURSUANT TO SECTIONS 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, 2004. | 
|-------------------------------------------- | 

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

For the transition period from __________ to ________.

| | Roberts Realty Investors, Inc.
(Exact Name of Registrant as Specified in Its Charter) | 
| | ------------------------------------------------------------------------------------- | 

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

|450 Northridge Parkway, Suite 302, Atlanta, GA |  | 30350     
|---------------------------------------------- |  | ----------
|(Address of Principal Executive Offices)       |  | (Zip Code)

Registrants telephone number:  (770) 394-6000
Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the  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. [  ]

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Exchange Act
Rule 12b-2 of the Act).   Yes   NoX

State
the aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was last
sold, or the average bid and asked price of such common equity, as of the last business
day of the registrants most recently completed second fiscal quarter.

$31,239,744

Indicate
the number of shares outstanding of each of the registrants classes of common stock,
as of the latest practicable date. 5,321,485 shares of common stock (as of March 21,
2005).

Documents Incorporated by Reference.  None

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# Explanatory Note:

The registrant hereby amends its
annual report on Form 10-K for the fiscal year ended December 31, 2004 by deleting the
text of Exhibit 23.1 and replacing it with the Exhibit 23.1 attached hereto:

# ITEM 15.   EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES.

(c)    
          Exhibits.

23.1                Independent Auditors Consent

31                   Certifications of Charles S. Roberts and Greg M. Burnett pursuant to Section 302 of the
                       Sarbanes-Oxley Act of 2002.

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# SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly 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 S. Roberts
         Charles S. Roberts, Chairman of the Board,         Chief Executive Officer and President

Date:  March 31, 2005

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