Amendment to 2006 Roberts Realty Investors, Inc. Restricted Stock Plan

As previously disclosed, on December 18, 2008, the board of directors of Roberts Realty Investors, Inc., the registrant, declared a distribution of $9,058,000, or $1.56 per share. The distribution was paid on January 29, 2009 in a combination of 20% in cash, or $0.31 per share, and 80% in Roberts Realty common stock, equal to $1.25 per share, to shareholders of record at the close of business on December 29, 2008.

In light of the distribution described in the preceding paragraph, the compensation committee of the board of directors of Roberts Realty approved on January 27, 2009 an antidilution adjustment to increase the aggregate number of shares of stock for which awards may be granted under the 2006 Roberts Realty Investors, Inc. Restricted Stock Plan (the "Plan") from 400,000 to 654,000 shares, effective immediately. Under the terms of the Plan, Roberts Realty's compensation committee has the express authority to adjust the aggregate number and kind of shares of stock for which awards may be granted under the Plan if it determines, in its sole discretion, that any dividend or other distribution will affect the company's stock such that an adjustment is appropriate to prevent dilution or enlargement of the benefits or potential benefits intended by the company to be made available under the Plan or with respect to any award. All directors and employees of the company are eligible to receive awards under the Plan.

A copy of the amended and restated Plan is attached as Exhibit 10.1 to this Current Report on Form 8-K.

The information in Item 5.02 of this Current Report on Form 8-K is incorporated into this Item 8.01 by reference.

Post-Effective Amendment to Registration Statement on Form S-8

In connection with the antidilution adjustment to the Plan described in Item 5.02 above, Roberts Realty filed today a post-effective amendment to its registration statement on Form S-8 (File No. 333-138703), which was previously filed with the SEC on November 14, 2006, to register an additional 254,000 shares of Roberts Realty common stock that the company may issue from time to time under the Plan, as amended effective January 27, 2009.

Post-Effective Amendment to Registration Statement on Form S-3

Also in connection with the distribution described in Item 5.02 above, Roberts Realty filed today a post-effective amendment to its Registration Statement on Form S-3 (No. 333-82453) filed on July 8, 1999, which became effective on August 2, 1999, to register an additional 1,150,500 shares of Roberts Realty common stock that the company may issue from time to time to unitholders in Roberts Properties Residential, L.P. in exchange for their units.

Approximate Number of Outstanding Shares After January 29, 2009

Before the payment of the distribution described in Item 5.02 above, Roberts Realty had 6,139,642 outstanding shares of common stock, which included 333,132 shares issued on the conversion of units of limited partnership interest in Roberts Properties Residential, L.P. to shares after December 29, 2008. On January 29, 2009, Roberts Realty distributed approximately 3,971,000 additional shares, of which approximately 3,755,000 shares pertained to the stock portion of the distribution declared on December 18 and 215,540 shares related to the conversion of the 333,132 units described above. As a result, Roberts Realty will have approximately 10.1 million outstanding shares of common stock after January 29, 2009. In addition, if unitholders convert units to shares after the date of this report, the total number of shares outstanding will be greater than 10.1 million. Roberts Properties Residential, L.P. is the limited partnership through which Roberts Realty conducts its business.

(d) Exhibits

Exhibit No.   Exhibit


10.1       2006 Roberts Realty Investors, Inc. Restricted Stock Plan, as amended
           effective January 27, 2009. [Incorporated by reference to Exhibit 4.1
           in the company's post-effective amendment to its Registration Statement
           on Form S-8 filed with the SEC on January 29, 2009.]