As previously announced in a Current Report on Form 8-K dated December 18, 2008, the Board of Directors of Roberts Realty Investors, Inc. on that date declared a distribution of $9,058,000, or $1.56 per share. The distribution will be paid on January 29, 2009 in a combination of 20% in cash, or $0.31 per share, and 80% in our common stock, equal to $1.25 per share, to shareholders of record at the close of business on December 29, 2008.

Each shareholder has the option to elect to receive the distribution in cash or shares of common stock, except the total amount of cash we will pay to shareholders will be limited to $1,811,000. If shareholders elect to receive a total amount of cash that exceeds this limit, we will allocate the total of $1,811,000 in cash on a pro rata basis among those shareholders who elect cash, and they will receive the balance of their distribution in shares of common stock. We will round up the number of shares issued to each holder to the closest full share.

We are today mailing to shareholders an election card along with other appropriate disclosure materials that will explain the terms of the distribution in more detail. For an election to be effective, each shareholder must make his or her election by delivering the election card to our transfer agent, American Stock Transfer & Trust Company, by no later than 5:00 p.m., Eastern Time, on January 20, 2009.

A number of our shareholders are also holders of units in Roberts Properties Residential, L.P., the limited partnership through which we conduct our business. Unitholders will receive the same cash distribution of $0.31 per share as shareholders. As noted above, in addition to the cash distribution, shareholders will receive additional shares of our common stock equal to $1.25 per share. Each unitholder will receive the same pro rata distribution of our common stock, but only when the unitholder elects to convert his or her units to shares.

Copies of the cover letter, the memorandum to shareholders and the election card are attached as Exhibit 99.1 to this Current Report on Form 8-K, which exhibit is incorporated herein by reference.

(d) Exhibits

Exhibit No.   Exhibit


99.1        Cover letter, memorandum to shareholders and election card mailed by
            Roberts Realty Investors, Inc. to shareholders on December 31, 2008.