CNL Restaurant Properties Inc · POS AM · On 10/21/96

Filed On 10/21/96   ·   SEC File 33-78790   ·   Accession Number 916641-96-857

Post-Effective Amendment
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Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Cnl American Properties POS AM                       403  2,531K 
 2: EX-4        Exhibit 4.5                                            3     13K 
 3: EX-23       Exhibit 23.9                                           2      5K 

POS AM   ·   Cnl American Properties POS AM
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Registration No. 33-78790 

As filed with the Securities and Exchange Commission on October 18, 1996

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549 

--------------------------------------------------------------

POST-EFFECTIVE AMENDMENT NO. SEVEN

TO

FORM S-11 

REGISTRATION STATEMENT

UNDER 

THE SECURITIES ACT OF 1933, AS AMENDED

--------------------------------------------------------------

CNL AMERICAN PROPERTIES FUND, INC.

(Exact Name of Registrant as Specified in Charter)

400 East South Street, Suite 500
Orlando, Florida  32801 

Telephone:  (407) 422-1574

(Address of principal executive offices)

COPIES TO:

THOMAS H. McCORMICK, ESQUIRE

EDMUND D. GRAFF, ESQUIRE

Shaw, Pittman, Potts & Trowbridge 
2300 N Street, N.W. 

Washington, D.C.  20037 

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CNL AMERICAN PROPERTIES FUND, INC.

Supplement No. 7, dated October 18, 1996
to Prospectus, dated April 26, 1996 

         This Supplement is part of, and should be read in conjunction with, the
Prospectus dated April 26, 1996. This Supplement replaces all prior Supplements 
to the Prospectus. Capitalized terms used in this Supplement have the same      
meaning as in the Prospectus unless otherwise stated herein.                    

 Information as to proposed properties for which the Company has
received initial commitments and as to the number and types of Properties       
acquired by the Company is presented as of October 3, 1996, and all references  
to commitments or Property acquisitions should be read in that context. Proposed
properties for which the Company receives initial commitments, as well as       
property acquisitions that occur after October 3, 1996, will be reported in a   
subsequent Supplement.                                                          

THE OFFERING

        As of October 3, 1996, the Company had received aggregate subscription
proceeds of $104,484,211 (10,448,421 Shares) from 5,788 stockholders, including 
$391,348 (39,135 Shares) issued pursuant to the Reinvestment Plan. As of October
3, 1996, the Company had invested or committed for investment approximately     
$80,000,000 of such proceeds in 83 Properties (including one Property through a 
joint venture arrangement which consists of land and building, six Properties   
which consist of building only, 33 Properties which consist of land only and 43 
Properties which consist of land and building), in providing mortgage financing 
to the tenants of the 33 Properties consisting of land only and to pay          
Acquisition Fees and Acquisition Expenses, leaving approximately $11,900,000 in 
offering proceeds available for investment in Properties and Mortgage Loans. As 
of October 3, 1996, the Company had incurred $4,701,789 in Acquisition Fees to  
the Advisor.                                                                    

BUSINESS

PROPERTY ACQUISITIONS                                                           

     Between April 10, 1996 and October 3, 1996, the Company acquired 35
Properties, including three Properties consisting of building only, 22          
Properties consisting of land and building and ten Properties consisting of land
only. The Properties are one TGI Friday's Property (in Hamden, Connecticut),    
three Wendy's Properties (one in each of Knoxville and Sevierville, Tennessee,  
and Camarillo, California), two Golden Corral Properties (one in each of Port   
Richey, Florida, and Brooklyn, Ohio), two Denny's Properties (one in each of    
Hillsboro and McKinney, Texas), eight Boston Market Properties (one in each of  
Ellisville and Florissant, Missouri; Upland, La Quinta and Merced, California;  
Golden Valley, Minnesota; Corvallis, Oregon; and Rockwall, Texas), three Jack in
the Box Properties (one in Humble and two in Houston, Texas), two Arby's        
Properties (one in each of Kendallville and Avon, Indiana), two Applebee's      
Properties (one in each of Montclair and Salinas, California), one Ryan's Family
Steak House Property (in Spring Hill, Florida), one Burger King Property (in    
Chicago, Illinois) and ten Pizza Hut Properties (one in each of Beaver,         
Bluefield, Huntington, Hurricane, Milton, Ronceverte, Beckley, Belle and Cross  
Lanes, West Virginia, and Marietta, Ohio) (hereinafter referred to as the "Ten  
Pizza Hut Properties"). For information regarding the 48 Properties acquired by 
the Company prior to April 10, 1996, see the Prospectus dated April 26, 1996.   

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         The Denny's Property in McKinney, Texas, and the Boston Market Property
in Merced, California, were acquired from an Affiliate of the Company. The      
Affiliate had purchased and temporarily held title to these Properties in order 
to facilitate the acquisition of the Properties by the Company. The Properties  
were acquired by the Company for an aggregate purchase price of $1,536,938,     
representing the cost of the Properties to the Affiliate (including carrying    
costs) due to the fact that these amounts were less than the Properties'        
appraised values.                                                               

      In connection with the purchase of the TGI Friday's, the Wendy's and
the Golden Corral Properties in Hamden, Connecticut, Sevierville, Tennessee, and
Brooklyn, Ohio, respectively, which are building only, the Company, as lessor,  
entered into long-term lease agreements with unaffiliated lessees. The general  
terms of the lease agreements are described in the section of the Prospectus    
entitled "Business - Description of Property Leases." In connection with the    
purchase of the TGI Friday's and the Wendy's Properties, which are to be        
constructed, the Company has entered into development and indemnification and   
put agreements with the lessees. The general terms of these agreements are      
described in the section of the Prospectus entitled "Business - Site Selection  
and Acquisition of Properties - Construction and Renovation." In connection with
these acquisitions, the Company has also entered into tri-party agreements with 
the lessees and the owners of the land. The tri-party agreements provide that   
the ground lessees are responsible for all obligations under the ground leases  
and provide certain rights to the Company relating to the maintenance of its    
interests in the buildings in the event of a default by the lessees under the   
terms of the ground leases. In connection with the purchase of the Golden Corral
Property, the Company has entered into an assignment of an interest in the      
ground lease with the lessee and the owner of the land. The assignment provides 
that the ground lessee is responsible for all obligations under the ground lease
and provides certain rights to the Company relating to the maintenance of its   
interest in the building in the event of a default by the lessee under the terms
of the ground lease.                                                            

         In connection with the purchase of the Wendy's Properties in Knoxville,
Tennessee, and Camarillo, California, the Golden Corral Property in Port Richey,
Florida, the Denny's Properties, the Boston Market Properties, the Jack in the  
Box Properties, the Arby's Properties, the Applebee's Properties, the Ryan's    
Family Steak House Property and the Burger King Property, which are land and    
building, the Company, as lessor entered into long-term lease agreements with   
unaffiliated lessees. The general terms of the lease agreements are described in
the section of the Prospectus entitled "Business - Description of Property      
Leases." For the Properties that are to be constructed, the Company has entered 
into development and indemnification and put agreements with the lessees. The   
general terms of these agreements are described in the section of the Prospectus
entitled "Business - Site Selection and Acquisition of Properties - Construction
and Renovation."                                                                

     In connection with the acquisition of the Golden Corral Property in
Port Richey, Florida, which is undeveloped land on which a restaurant will be   
constructed, the Company will incur a Development/Construction Management Fee   
payable to an Affiliate of the Company as an Acquisition Fee, subject to the    
approval of a majority of the Board of Directors including a majority of the    
Independent Directors. See the sections of the Prospectus entitled "Management  
Compensation" and "Business - Site Selection and Acquisition of Properties."    

       In connection with the Ten Pizza Hut Properties, which are land only,
the Company acquired the land and is leasing these ten parcels to the lessee,   
Castle Hill Holdings VI, L.L.C. ("Castle Hill"), pursuant to a master lease     
agreement (the "Master Lease Agreement"). Castle Hill has subleased the Ten     
Pizza Hut Properties to one of its affiliates, Midland Food Services L.L.C.,    
which is the operator of the restaurants. The general terms of the Master Lease 
Agreement are similar to those described in the section of the Prospectus       
entitled "Business - Description of Property Leases." If the lessee does not    
exercise its option to purchase the Properties upon termination of the Master   
Lease Agreement, the sublessee and lessee will surrender possession of the      
Properties to the Company, together with any improvements on such Properties.   
The lessee owns the buildings located on the Ten Pizza Hut Properties. In       
connection with the acquisition of the Ten Pizza Hut Properties, the Company    
provided mortgage financing of $3,888,000 to the lessee pursuant to a Mortgage  
Loan evidenced by a master mortgage note (the "Master Mortgage Note") which is  
collateralized by the building improvements on the Ten Pizza Hut Properties. The
Master Mortgage Note bears interest at a rate of 10.75% per annum and principal 
and interest are due in equal monthly installments over 20 years starting July  
1, 1996.                                                                        

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The Master Mortgage Note equals approximately 85 percent of the appraised value 
of the related buildings. Management believes that, due to the fact that the    
Company owns the underlying land relating to the Ten Pizza Hut Properties and   
due to other underwriting criteria, the Company has sufficient collateral for   
the Master Mortgage Note.                                                       

       As of October 3, 1996, the Company had initial commitments to acquire
seven properties, including four properties which consist of land and building, 
one property which consists of building only and two properties which consist of
land only. The acquisition of each of these properties is subject to the        
fulfillment of certain conditions, including, but not limited to, a satisfactory
environmental survey and property appraisal. There can be no assurance that any 
or all of the conditions will be satisfied or, if satisfied, that one or more of
these properties will be acquired by the Company. If acquired, the leases of all
seven of these properties are expected to be entered into on substantially the  
same terms described in the section of the Prospectus entitled "Business -      
Description of Property Leases," except as described below.                     

       In connection with the Wendy's property in San Diego, California, the
Company anticipates owning only the building and not the underlying land.       
However, the Company anticipates entering into a tri-party agreement with the   
lessee and the landlord of the land in order to provide the Company with certain
rights with respect to the land on which the building is located.               

In connection with the two Pizza Hut properties, the Company  
anticipates acquiring the land and leasing it to the tenant, Castle Hill,       
pursuant to a master lease agreement for these two properties. The tenant is    
expected to own the buildings for these two Pizza Hut properties. In connection 
therewith, the Company anticipates providing mortgage financing to the tenant   
which will be collateralized by the building improvements. If the mortgage note 
is executed, it is expected to be executed under substantially the same terms   
described in the section of the Prospectus entitled "Business - Mortgage Loans."

      Set forth below are summarized terms expected to apply to the leases
for each of the properties. More detailed information relating to a property and
its related lease will be provided at such time, if any, as the property is     
acquired.                                                                       

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                                                        · Enlarge/Download Table

                                Lease Term and                                                       
Property                        Renewal Options                       Minimum Annual Rent            

                                                                                                     
Boston Market                   15 years; five five-year renewal      10.38% of Total Cost (1);      
Atlanta, GA                     options                               increases by 10% after the     
Restaurant to be constructed                                          fifth lease year and after     
                                                                      every five years thereafter    
                                                                      during the lease term          

Burger King                     20 years; two five-year renewal       11% of Total Cost (1)          
Chattanooga, TN                 options                                                              
Restaurant to be constructed                                                                         

Jack in the Box                 18 years; four five-year renewal      10.75% of Total Cost (1);      
Humble, TX                      options                               increases by 8% after the fifth
Restaurant to be constructed                                          lease year and by 10% after    
                                                                      every five years thereafter    
                                                                      during the lease term          

Shoney's                        20 years; two five-year renewal       11.75% of Total Cost (1);      
Fort Myers, FL                  options                               increases by 10% after the     
Restaurant to be constructed                                          fifth lease year and after     
                                                                      every five years thereafter    
                                                                      during the lease term          

Wendy's (2)                     15 years; three five-year renewal     13.26% of Total Cost (1);      
San Diego, CA                   options                               increases by 8% after the fifth
Restaurant to be constructed                                          lease year and after every five
                                                                      years thereafter during the    
                                                                      lease term                     

Pizza Hut (5)(6)                20 years; two ten-year renewal        11% of the Company's total cost
Bowling Green, OH               options                               to purchase the land; increases
Land only                                                             by 10% after the fifth and     
                                                                      tenth lease years and 12% after
                                                                      the fifteenth lease year (7)   

Pizza Hut (5)(6)                20 years; two ten-year renewal        11% of the Company's total cost
Toledo, OH                      options                               to purchase the land; increases
Land only                                                             by 10% after the fifth and     
                                                                      tenth lease years and 12% after
                                                                      the fifteenth lease year (7)   



Property                      Percentage Rent                   Option to Purchase                   
                                                                                                     
Boston Market                 for each lease year after the     at any time after the fifth          
Atlanta, GA                   fifth lease year, (i) 5% of       lease year                           
Restaurant to be constructed  annual gross sales minus (ii)                                          
                              the minimum annual rent for                                            
                              such lease year                                                        

Burger King                   for each lease year, (i) 8.5%     None                                 
Chattanooga, TN               of annual gross sales minus                                            
Restaurant to be constructed  (ii) the minimum annual rent                                           
                              for such lease year                                                    

Jack in the Box               for each lease year, (i) 5%       at any time after the                
Humble, TX                    of annual gross sales minus       seventh lease year                   
Restaurant to be constructed  (ii) the minimum annual rent                                           
                              for such lease year                                                    

Shoney's                      for each lease year, (i) 6%       at any time after the                
Fort Myers, FL                of annual gross sales minus       seventh lease year                   
Restaurant to be constructed  (ii) the minimum annual rent                                           
                              for such lease year                                                    

Wendy's (2)                   for each lease year, (i) 6%       upon the expiration of the           
San Diego, CA                 of annual gross sales times       initial term of the lease            
Restaurant to be constructed  the Building Overage              and during any renewal               
                              Multiplier (4) minus (ii) the     period thereafter (3)                
                              minimum annual rent for such                                           
                              lease year                                                             

Pizza Hut (5)(6)              None                              at any time after the                
Bowling Green, OH                                               seventh year                         
Land only                                                                                            

Pizza Hut (5)(6)              None                              at any time after the                
Toledo, OH                                                      seventh year                         
Land only                                                                                            


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FOOTNOTES:                                                                      

(1)      The "Total Cost" is equal to the sum of (i) the purchase price of the  
  property, (ii) closing costs, and (iii) actual development costs
incurred under the development agreement.                     

(2)      The Company anticipates owning the building only for this property. The
 Company will not own the underlying land; although, the Company
         anticipates entering into a tri-party agreement with the lessee and the
   landlord of the land in order to provide the Company with certain
   rights with respect to the land on which the building is located.

(3)      In the event that the aggregate amount of percentage rent paid by the  
        lessee to the Company over the term of the lease shall equal or exceed
         15% of the purchase price paid by the Company, then the option purchase
price shall equal one dollar. In the event that the aggregate 
        percentage rent paid shall be less than 15% of the purchase price paid
by the Company, then the option purchase price shall equal the
        difference of 15% of the purchase price, less the aggregate percentage
rent paid to the landlord by the lessee under the lease.      

(4)      The "Building Overage Multiplier" is calculated as follows:            

        Building Overage Multiplier = (purchase price of the
                building)/[purchase price of the building + (annual rent due
under the land lease/land lease cap rate)]  

(5)      The lease relating to this property is a land lease only.  The Company 
anticipates entering into a master mortgage note receivable   
collateralized by the Bowling Green and Toledo, Ohio building 
improvements.                                                 

(6)      The Company anticipates entering into a master lease agreement for the 
Bowling Green and Toledo, Ohio properties.                    

(7)      If the lessee exercises one or both of its renewal options, minimum    
       annual rent will increase by 12% after the expiration of the original
        lease term and after five years thereafter during any subsequent lease
term.                                                         

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  The following table sets forth the location of the 35 Properties
acquired by the Company, including the Ten Pizza Hut Properties in which the    
Company acquired the land only, 22 Properties in which the Company acquired the 
land and building and the three Properties in which the Company acquired the    
building only, from April 10, 1996 through October 3, 1996, a description of the
competition, and a summary of the principal terms of the acquisition and lease  
of each Property.                                                               

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PROPERTY ACQUISITIONS 

From April 10, 1996 through October 3, 1996 

                                                                · Download Table
                                                                   Lease Expira-    
                                              Purchase    Date      tion and        
Property Location and Competition             Price (1)  Acquired  Renewal Options  

                                                                                    
TGI Friday's                                (3)          04/24/96  09/2008; no      
(the "Hamden Property")                                  (3)       renewal options  
Restaurant to be constructed                                                        

The Hamden Property is located at the                                               
southeast quadrant of Skiff Street and                                              
Route 10 in Hamden, New Haven County,                                               
Connecticut, in an area of mixed retail,                                            
commercial, and residential development.                                            
Other fast-food and family-style                                                    
restaurants located in proximity to the                                             
Hamden Property include a China Buffet, a                                           
Chili's, a Red Lobster, a McDonald's, a                                             
Wendy's, and several local restaurants.                                             

Wendy's (14)                                $322,292     05/08/96  05/2016; two     
(the "Knoxville Property")                  (excluding             five-year renewal
Restaurant to be constructed                closing and            options          
                                            development                             
The Knoxville Property is located on the    costs) (3)                              
north side of Western Avenue in Knoxville,                                          
Knox County, Tennessee, in an area of                                               
mixed retail, commercial, and residential                                           
development.  Other fast-food and family-                                           
style restaurants located in proximity to                                           
the Knoxville Property include a KFC, a                                             
McDonald's, a Taco Bell, a Kenny Rogers                                             
Roasters, a Long John Silver's, a Krystal,                                          
a Hardee's, a Shoney's, and several local                                           
restaurants.                                                                        


                                                        · Enlarge/Download Table

                                                Minimum                                           Option    
Property Location and Competition           Annual Rent (2)                  Percentage Rent   To Purchase  

                                                                                                            
TGI Friday's                                15.043% of Total Cost (4);       None              at any time  
(the "Hamden Property")                     increases by 10% after the                         after the    
Restaurant to be constructed                fifth lease year and after                         third lease  
                                            every five years thereafter                        year (5)     
The Hamden Property is located at the       during the lease term                                           
southeast quadrant of Skiff Street and                                                                      
Route 10 in Hamden, New Haven County,                                                                       
Connecticut, in an area of mixed retail,                                                                    
commercial, and residential development.                                                                    
Other fast-food and family-style                                                                            
restaurants located in proximity to the                                                                     
Hamden Property include a China Buffet, a                                                                   
Chili's, a Red Lobster, a McDonald's, a                                                                     
Wendy's, and several local restaurants.                                                                     

Wendy's (14)                                10.25% of Total Cost; increases  for each lease    at any time  
(the "Knoxville Property")                  to 10.76% of Total Cost during   year, (i) 6% of   after the    
Restaurant to be constructed                the fourth through sixth lease   annual gross      seventh lease
                                            years, increases to 11.95% of    sales minus (ii)  year         
The Knoxville Property is located on the    Total Cost during the seventh    the minimum                    
north side of Western Avenue in Knoxville,  through tenth lease years,       annual rent for                
Knox County, Tennessee, in an area of       increases to 12.70% of Total     such lease year                
mixed retail, commercial, and residential   Cost during the eleventh                                        
development.  Other fast-food and family-   through fifteenth lease years                                   
style restaurants located in proximity to   and increases to 13.97% of                                      
the Knoxville Property include a KFC, a     Total Cost during the sixteenth                                 
McDonald's, a Taco Bell, a Kenny Rogers     through twentieth lease years                                   
Roasters, a Long John Silver's, a Krystal,  (4)                                                             
a Hardee's, a Shoney's, and several local                                                                   
restaurants.                                                                                                


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                                                        · Enlarge/Download Table
                                                                               Lease Expira-                                      
                                              Purchase            Date           tion and                                         
Property Location and Competition             Price (1)         Acquired       Renewal Options                                    

                                                                                                                                  
Golden Corral                                 $586,687          05/08/96       10/2011; two                                       
(the "Port Richey Property")                  (excluding                       five-year renewal                                  
Restaurant to be constructed                  closing and                      options                                            
                                              development                                                                         
The Port Richey Property is located on the    costs) (3)                                                                          
southeast quadrant of the intersection of                                                                                         
U.S. 19 and Stone Road, Port Richey, Pasco                                                                                        
County, Florida, in an area of mixed                                                                                              
retail, commercial, and residential                                                                                               
development.  Other fast-food and family-                                                                                         
style restaurants located  in proximity to                                                                                        
the Port Richey Property include a Boston                                                                                         
Market, a Morrison's, a Burger King, a                                                                                            
Checkers, a Bob Evans, a Wendy's, a KFC, a                                                                                        
Chili's, and several local restaurants.                                                                                           

Ten Pizza Hut Properties - Land only -        $1,512,000        05/17/96       05/2016; two ten-                                  
(8)(10) located in Beaver, West Virginia      (excluding                       year renewal                                       
(the "Beaver Property"), Bluefield, West      closing                          options                                            
Virginia (the "Bluefield Property"),          costs)                                                                              
Huntington, West Virginia (the"Hunting-                                                                                           
ton Property"), Hurricane, West Virginia                                                                                          
(the "Hurricane Property"), Milton, West                                                                                          
Virginia (the "Milton Property"),                                                                                                 
Ronceverte, West Virginia (the "Ronceverte                                                                                        
Property"),  Beckley, West Virginia (the                                                                                          
"Beckley Property"), Belle, West Virginia                                                                                         
(the "Belle Property"), Cross Lanes, West                                                                                         
Virginia (the "Cross Lanes Property") and                                                                                         
Marietta, Ohio (the "Marietta Property").                                                                                         


                                                 Minimum                                                Option                    
Property Location and Competition            Annual Rent (2)                     Percentage Rent      To Purchase                 

                                                                                                                                  
Golden Corral                                11.25% of Total Cost (4);           for each lease       during the                  
(the "Port Richey Property")                 increases by 8% after the fifth     year, commencing     eighth and                  
Restaurant to be constructed                 lease year and after every five     in the second        ninth lease                 
                                             years thereafter during the         lease year (i) 5%    years only                  
The Port Richey Property is located on the   lease term                          of annual gross      (7)                         
southeast quadrant of the intersection of                                        sales minus (ii)                                 
U.S. 19 and Stone Road, Port Richey, Pasco                                       the minimum                                      
County, Florida, in an area of mixed                                             annual rent for                                  
retail, commercial, and residential                                              such lease year                                  
development.  Other fast-food and family-                                        (6)                                              
style restaurants located  in proximity to                                                                                        
the Port Richey Property include a Boston                                                                                         
Market, a Morrison's, a Burger King, a                                                                                            
Checkers, a Bob Evans, a Wendy's, a KFC, a                                                                                        
Chili's, and several local restaurants.                                                                                           

Ten Pizza Hut Properties - Land only -       $166,320; increases by 10%          None                 at any time                 
(8)(10) located in Beaver, West Virginia     after the fifth and tenth lease                          after the                   
(the "Beaver Property"), Bluefield, West     years and 12% after the                                  seventh lease               
Virginia (the "Bluefield Property"),         fifteenth lease year (9)                                 year                        
Huntington, West Virginia (the"Hunting-                                                                                           
ton Property"), Hurricane, West Virginia                                                                                          
(the "Hurricane Property"), Milton, West                                                                                          
Virginia (the "Milton Property"),                                                                                                 
Ronceverte, West Virginia (the "Ronceverte                                                                                        
Property"),  Beckley, West Virginia (the                                                                                          
"Beckley Property"), Belle, West Virginia                                                                                         
(the "Belle Property"), Cross Lanes, West                                                                                         
Virginia (the "Cross Lanes Property") and                                                                                         
Marietta, Ohio (the "Marietta Property").                                                                                         

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                                                                    Lease Expira-                                                 
                                               Purchase     Date      tion and          Minimum                          Option   
Property Location and Competition              Price (1)  Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
                                                                                                                                  
The Beaver Property is located on the                                                                                             
north side of U.S. Route 19 in Beaver,                                                                                            
Raleigh County, West Virginia, in an area                                                                                         
of mixed retail, commercial, and                                                                                                  
residential development.  Other fast-food                                                                                         
and family-style restaurants located in                                                                                           
proximity to the Beaver Property include a                                                                                        
McDonald's, a Hardee's, a Wendy's, and a                                                                                          
Long John Silver's.                                                                                                               

The Bluefield Property is located on the                                                                                          
north side of Bluefield Avenue in                                                                                                 
Bluefield, Mercer County, West Virginia,                                                                                          
in an area of mixed retail, commercial,                                                                                           
and residential development.  Other fast-                                                                                         
food and family-style restaurants located                                                                                         
in proximity to the Bluefield Property                                                                                            
include a McDonald's, a Hardee's, a                                                                                               
Captain D's, and a Shoney's. (11)                                                                                                 

The Huntington Property is located on the                                                                                         
south side of Madison Avenue in                                                                                                   
Huntington, Cabell County, West Virginia,                                                                                         
in an area of mixed retail, commercial,                                                                                           
and residential development.  Other fast-                                                                                         
food and family-style restaurants located                                                                                         
in proximity to the Huntington Property                                                                                           
include an Arby's, three Burger Kings, a                                                                                          
Chi Chi's, two Dairy Queens, a Hardee's, a                                                                                        
KFC, a Long John Silver's, two McDonald's,                                                                                        
a Papa John's, a Rax, a Red Lobster, a                                                                                            
Steak & Ale, a Taco Bell, and several                                                                                             
local restaurants.                                                                                                                

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                                                                    Lease Expira-                                                 
                                               Purchase     Date      tion and          Minimum                          Option   
Property Location and Competition              Price (1)  Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase

                                                                                                                                  
The Hurricane Property is located on the                                                                                          
southwest side of Hurricane Creek Road in                                                                                         
Hurricane, Putnam County, West Virginia,                                                                                          
in an area of mixed retail, commercial,                                                                                           
and residential development. Other fast-                                                                                          
food and family-style restaurants located                                                                                         
in proximity to the Hurricane Property                                                                                            
include a McDonald's, a Subway Sandwich                                                                                           
Shop, and several local restaurants. (11)                                                                                         

The Milton Property is located on the                                                                                             
northeast corner of East Main Street and                                                                                          
Brickyard Avenue in Milton, Cabell County,                                                                                        
West Virginia, in an area of mixed retail,                                                                                        
commercial, and residential development.                                                                                          
Other fast-food and family-style                                                                                                  
restaurants located in proximity to the                                                                                           
Milton Property include a McDonald's, a                                                                                           
Subway Sandwich Shop, a Dairy Queen, and                                                                                          
several local restaurants.                                                                                                        

The Ronceverte Property is located on the                                                                                         
north side of Seneca Trail in Ronceverte,                                                                                         
Greenbrier County, West Virginia, in an                                                                                           
area of mixed retail, commercial, and                                                                                             
residential development. Other fast-food                                                                                          
and family-style restaurants located in                                                                                           
proximity to the Ronceverte Property                                                                                              
include a KFC, a Long John Silver's, a                                                                                            
Subway Sandwich Shop, and several local                                                                                           
restaurants.                                                                                                                      

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                                                                    Lease Expira-                                                 
                                               Purchase     Date      tion and          Minimum                          Option   
Property Location and Competition              Price (1)  Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase

                                                                                                                                  
The Beckley Property is located on the                                                                                            
north side of Harper Road in Beckley,                                                                                             
Raleigh County, West Virginia, in an area                                                                                         
of mixed retail, commercial, and                                                                                                  
residential development.  Other fast-food                                                                                         
and family-style restaurants located in                                                                                           
proximity to the Beckley Property include                                                                                         
a McDonald's, a Long John Silver's, a                                                                                             
Wendy's, a Shoney's, a Bob Evans, a Subway                                                                                        
Sandwich Shop, a Hardee's, and several                                                                                            
local restaurants.                                                                                                                

The Belle Property is located on the                                                                                              
southwest side of Dupont Avenue in Belle,                                                                                         
Kanawha County, West Virginia, in an area                                                                                         
of mixed retail, commercial, and                                                                                                  
residential development.  Other fast-food                                                                                         
and family-style restaurants located in                                                                                           
proximity to the Belle Property  include                                                                                          
several local restaurants.                                                                                                        

The Cross Lanes Property is located on the                                                                                        
northwest side of Goff Mountain Road in                                                                                           
Cross Lanes, Kanawha County, West                                                                                                 
Virginia, in an area of mixed retail,                                                                                             
commercial, and residential development.                                                                                          
Other fast-food and family-style                                                                                                  
restaurants located in proximity to the                                                                                           
Cross Lanes Property include a Hardee's, a                                                                                        
Papa John's, a Captain D's, a McDonald's,                                                                                         
a Taco Bell, a Bob Evans, a Wendy's, a                                                                                            
Shoney's a KFC, and several local                                                                                                 
restaurants.                                                                                                                      

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                                                                               Lease Expira-                                      
                                                Purchase           Date          tion and                                         
Property Location and Competition               Price (1)       Acquired       Renewal Options                                    
                                                                                                                                  

The Marietta Property is located on the                                                                                           
east side of Acme Street in Marietta,                                                                                             
Washington County, Ohio, in an area of                                                                                            
mixed retail, commercial, and residential                                                                                         
development. Other fast-food and family-                                                                                          
style restaurants located in proximity to                                                                                         
the Marietta Property include a Burger                                                                                            
King, a Captain D's, a Dairy Queen, an                                                                                            
Elby's Big Boy, a KFC, a Long John                                                                                                
Silver's, a McDonald's, a Papa John's, a                                                                                          
Subway Sandwich Shop, a Taco Bell, a                                                                                              
Wendy's, and several local restaurants.                                                                                           
(11)                                                                                                                              

Denny's (17)                                  $367,672          06/05/96       06/2016; two                                       
(the "Hillsboro Property")                    (excluding                       five-year renewal                                  
Restaurant to be constructed                  closing and                      options                                            
                                              development                                                                         
The Hillsboro Property is located on the      costs) (3)                                                                          
south side of Highway 22 in Hillsboro,                                                                                            
Hill County, Texas, in an area of mixed                                                                                           
retail, commercial, and residential                                                                                               
development.  Other fast-food and family-                                                                                         
style restaurants located in proximity to                                                                                         
the Hillsboro Property include a                                                                                                  
McDonald's, an Arby's, a Whataburger, a                                                                                           
KFC, a Golden Corral, and a Grandy's.                                                                                             


                                                Minimum                                               Option                      
Property Location and Competition           Annual Rent (2)                      Percentage Rent    To Purchase                   

                                                                                                                                  

Denny's (17)                               10.625% of Total Cost (4);          for each lease       during the                    
(the "Hillsboro Property")                 increases by 11% after the          year, (i) 5% of      eighth,                       
Restaurant to be constructed               fifth lease year and after          annual gross         tenth, and                    
                                           every five years thereafter         sales minus (ii)     twelfth lease                 
The Hillsboro Property is located on the   during the lease term               the minimum          years only                    
south side of Highway 22 in Hillsboro,                                         annual rent for                                    
Hill County, Texas, in an area of mixed                                        such lease year                                    
retail, commercial, and residential                                                                                               
development.  Other fast-food and family-                                                                                         
style restaurants located in proximity to                                                                                         
the Hillsboro Property include a                                                                                                  
McDonald's, an Arby's, a Whataburger, a                                                                                           
KFC, a Golden Corral, and a Grandy's.                                                                                             

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                                                                               Lease Expira-                                      
                                              Purchase            Date           tion and                                         
Property Location and Competition             Price (1)         Acquired       Renewal Options                                    
                                                                                                                                  

Denny's (17)                                  $977,256          06/05/96       12/2015; two                                       
(the "McKinney Property")                     (excluding                       five-year renewal                                  
Existing restaurant                           closing                          options                                            
                                              costs)                                                                              
The McKinney Property is located at the                                                                                           
southwest quadrant of the intersection of                                                                                         
White Avenue and U.S. 75 in McKinney,                                                                                             
Collin County, Texas, in an area of mixed                                                                                         
retail, commercial, and residential                                                                                               
development.  Other fast-food and family-                                                                                         
style restaurants located in proximity to                                                                                         
the McKinney Property include an                                                                                                  
Applebee's, an Arby's, a Boston Market, a                                                                                         
Jack in the Box, a Chili's, a Dairy Queen,                                                                                        
an IHOP, a Golden Corral, a Pizza Hut, and                                                                                        
several local restaurants.                                                                                                        

Wendy's (14)                                  $586,143          06/05/96       06/2016; two                                       
(the "Camarillo Property")                    (excluding                       five-year renewal                                  
Restaurant to be constructed                  closing and                      options                                            
                                              development                                                                         
The Camarillo Property is located at the      costs) (3)                                                                          
southwest quadrant of Las Posas Road and                                                                                          
the Ventura Freeway in Camarillo, Ventura                                                                                         
County, California, in an area of mixed                                                                                           
retail, commercial, and residential                                                                                               
development.  Other fast-food and family-                                                                                         
style restaurants located in proximity to                                                                                         
the Camarillo Property include an                                                                                                 
Applebee's, a Del Taco, a McDonald's, and                                                                                         
several local restaurants.                                                                                                        



                                                        Minimum                                              Option               
Property Location and Competition                  Annual Rent (2)                      Percentage Rent      To Purchase          
                                                                                                                                  
Denny's (17)                                       $104,013; increases by 11%          for each lease       during the            
(the "McKinney Property")                          after the fifth lease year and      year, (i) 5% of      eighth,               
Existing restaurant                                after every five years              annual gross         tenth, and            
                                                   thereafter during the lease         sales minus (ii)     twelfth lease         
The McKinney Property is located at the            term                                the minimum          years only            
southwest quadrant of the intersection of                                              annual rent for                            
White Avenue and U.S. 75 in McKinney,                                                  such lease year                            
Collin County, Texas, in an area of mixed                                              (6)                                        
retail, commercial, and residential                                                                                               
development.  Other fast-food and family-                                                                                         
style restaurants located in proximity to                                                                                         
the McKinney Property include an                                                                                                  
Applebee's, an Arby's, a Boston Market, a                                                                                         
Jack in the Box, a Chili's, a Dairy Queen,                                                                                        
an IHOP, a Golden Corral, a Pizza Hut, and                                                                                        
several local restaurants.                                                                                                        

Wendy's (14)                                       10.25% of Total Cost; increases     for each lease       at any time           
(the "Camarillo Property")                         to 10.76% of Total Cost during      year, (i) 6% of      after the             
Restaurant to be constructed                       the fourth through sixth lease      annual gross         seventh lease         
                                                   years, increases to 11.95% of       sales minus (ii)     year                  
The Camarillo Property is located at the           Total Cost during the seventh       the minimum                                
southwest quadrant of Las Posas Road and           through tenth lease years,          annual rent for                            
the Ventura Freeway in Camarillo, Ventura          increases to 12.70% of Total        such lease year                            
County, California, in an area of mixed            Cost during the eleventh                                                       
retail, commercial, and residential                through fifteenth lease years                                                  
development.  Other fast-food and family-          and increases to 13.97% of                                                     
style restaurants located in proximity to          Total Cost during the sixteenth                                                
the Camarillo Property include an                  through twentieth lease years                                                  
Applebee's, a Del Taco, a McDonald's, and          (4)                                                                            
several local restaurants.                                                                                                        

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                                                                               Lease Expira-                                      
                                                 Purchase         Date            tion and                                        
Property Location and Competition               Price (1)       Acquired       Renewal Options                                    
                                                                                                                                  

Wendy's (14)                                  $66,153           06/05/96       05/2015; two                                       
(the "Sevierville Property")                  (excluding        (3)            five-year renewal                                  
Restaurant to be constructed                  closing and                      options followed                                   
                                              development                      by one fifteen-                                    
The Sevierville Property is located on the    costs) (3)                       year renewal                                       
west side of Highway 441 in Sevierville,                                       option                                             
Sevier County, Tennessee, in an area of                                                                                           
mixed retail, commercial, and residential                                                                                         
development.  Other fast-food and family-                                                                                         
style restaurants located in proximity to                                                                                         
the Sevierville Property include a Damon's                                                                                        
Ribs, an IHOP, a Ruby Tuesday's, and                                                                                              
several local restaurants.                                                                                                        

Boston Market (15)                            $408,879          06/18/96       06/2011; five                                      
(the "Ellisville Property")                   (excluding                       five-year renewal                                  
Restaurant to be constructed                  closing and                      options                                            
                                              development                                                                         
The Ellisville Property is located on the     costs) (3)                                                                          
north side of Manchester Road, in                                                                                                 
Ellisville, St.  Louis County, Missouri,                                                                                          
in an area of mixed retail, commercial,                                                                                           
and residential development.  Other fast-                                                                                         
food and family-style restaurants located                                                                                         
in proximity to the Ellisville Property                                                                                           
include a KFC, a Burger King, a Ponderosa,                                                                                        
a Taco Bell, a McDonald's, a Long John                                                                                            
Silver's, a Pizza Hut, a Hardee's, a Steak                                                                                        
and Shake, a Red Lobster, and several                                                                                             
local restaurants.                                                                                                                


                                                           Minimum                                               Option           
Property Location and Competition                       Annual Rent (2)                 Percentage Rent      To Purchase          
                                                                                                                                  

Wendy's (14)                                         12.204% of Total Cost (4);          for each lease       upon the            
(the "Sevierville Property")                         increases by 8% after the fifth     year, (i) 6% of      expiration of       
Restaurant to be constructed                         lease year and after every five     annual gross         the initial         
                                                     years thereafter during the         sales times the      term of the         
The Sevierville Property is located on the           lease term                          Building Overage     lease and           
west side of Highway 441 in Sevierville,                                                 Multiplier (12)      during any          
Sevier County, Tennessee, in an area of                                                  minus (ii) the       renewal             
mixed retail, commercial, and residential                                                minimum annual       period              
development.  Other fast-food and family-                                                rent for such        thereafter          
style restaurants located in proximity to                                                lease year           (13)                
the Sevierville Property include a Damon's                                                                                        
Ribs, an IHOP, a Ruby Tuesday's, and                                                                                              
several local restaurants.                                                                                                        

Boston Market (15)                                   10.40% of Total Cost (4);           for each lease       at any time         
(the "Ellisville Property")                          increases by 10% after the          year after the       after the           
Restaurant to be constructed                         fifth lease year and after          fifth lease year,    fifth lease         
                                                     every five years thereafter         (i) 5% of annual     year                
The Ellisville Property is located on the            during the lease term               gross sales minus                        
north side of Manchester Road, in                                                        (ii) the minimum                         
Ellisville, St.  Louis County, Missouri,                                                 annual rent for                          
in an area of mixed retail, commercial,                                                  such lease year                          
and residential development.  Other fast-                                                                                         
food and family-style restaurants located                                                                                         
in proximity to the Ellisville Property                                                                                           
include a KFC, a Burger King, a Ponderosa,                                                                                        
a Taco Bell, a McDonald's, a Long John                                                                                            
Silver's, a Pizza Hut, a Hardee's, a Steak                                                                                        
and Shake, a Red Lobster, and several                                                                                             
local restaurants.                                                                                                                

                             -18-                                                                                                 

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                                                                              Lease Expirat-                                      
                                                Purchase        Date            tion and                                          
Property Location and Competition               Price (1)       Acquired       Renewal Options                                    
                                                                                                                                  
Boston Market (15)                            $603,386          06/19/96       06/2011; five                                      
(the "Golden Valley Property") Restaurant     (excluding                       five-year renewal                                  
to be constructed                             closing and                      options                                            
                                              development                                                                         
The Golden Valley Property is located on      costs) (3)                                                                          
the north side of Highway 55 at Rhode                                                                                             
Island Avenue in Golden Valley, Hennepin                                                                                          
County, Minnesota, in an area of mixed                                                                                            
retail, commercial, and residential                                                                                               
development.  Other fast-food and family-                                                                                         
style restaurants located in proximity to                                                                                         
the Golden Valley Property include a                                                                                              
McDonald's, a Perkins, and several local                                                                                          
restaurants.                                                                                                                      

Jack in the Box (16)                          $396,646          06/19/96       06/2014; four                                      
(the "Humble #1 Property")                    (excluding                       five-year renewal                                  
Restaurant to be constructed                  closing and                      options                                            
                                              development                                                                         
The Humble #1 Property is located at the      costs) (3)                                                                          
north side of FM 1960 East in Humble,                                                                                             
Harris County, Texas, in an area of mixed                                                                                         
retail, commercial, and residential                                                                                               
development.  Other fast-food and family-                                                                                         
style restaurants located in proximity to                                                                                         
the Humble Property include a KFC, a                                                                                              
McDonald's, a Taco Bell, a Wendy's, and a                                                                                         
Burger King.                                                                                                                      



                                                         Minimum                                            Option                
Property Location and Competition                      Annual Rent (2)             Percentage Rent      To Purchase               
                                                                                                                                  
Boston Market (15)                               10.40% of Total Cost (4);           for each lease       at any time             
(the "Golden Valley Property") Restaurant        increases by 10% after the          year after the       after the               
to be constructed                                fifth lease year and after          fifth lease year,    fifth lease             
                                                 every five years thereafter         (i) 5% of annual     year                    
The Golden Valley Property is located on         during the lease term               gross sales minus                            
the north side of Highway 55 at Rhode                                                (ii) the minimum                             
Island Avenue in Golden Valley, Hennepin                                             annual rent for                              
County, Minnesota, in an area of mixed                                               such lease year                              
retail, commercial, and residential                                                                                               
development.  Other fast-food and family-                                                                                         
style restaurants located in proximity to                                                                                         
the Golden Valley Property include a                                                                                              
McDonald's, a Perkins, and several local                                                                                          
restaurants.                                                                                                                      

Jack in the Box (16)                             10.75% of Total Cost (4);           for each lease       at any time             
(the "Humble #1 Property")                       increases by 8% after the fifth     year, (i) 5% of      after the               
Restaurant to be constructed                     lease year and by 10% after         annual gross         seventh lease           
                                                 every five years thereafter         sales minus (ii)     year                    
The Humble #1 Property is located at the         during the lease term               the minimum                                  
north side of FM 1960 East in Humble,                                                annual rent for                              
Harris County, Texas, in an area of mixed                                            such lease year                              
retail, commercial, and residential                                                  (6)                                          
development.  Other fast-food and family-                                                                                         
style restaurants located in proximity to                                                                                         
the Humble Property include a KFC, a                                                                                              
McDonald's, a Taco Bell, a Wendy's, and a                                                                                         
Burger King.                                                                                                                      

                                     - 19 -                                                                                       

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                                                                                  Lease Expira-                                   
                                                   Purchase          Date           tion and                                      
Property Location and Competition                  Price (1)       Acquired       Renewal Options                                 
                                                                                                                                  

Boston Market                                     $350,358          07/09/96       07/2011; five                                  
(the "Corvallis Property")                        (excluding                       five-year renewal                              
Restaurant to be constructed                      closing and                      options                                        
                                                  development                                                                     
                                                  costs) (3)                                                                      
The Corvallis Property is located at the                                                                                          
southeast quadrant of the intersection of                                                                                         
Highway 99 and Northeast Circle Boulevard                                                                                         
in Corvallis, Benton County, Oregon, in an                                                                                        
area of mixed retail, commercial, and                                                                                             
residential development.  Other fast-food                                                                                         
and family-style restaurants located in                                                                                           
proximity to the Corvallis Property                                                                                               
include a KFC, a Wendy's, a Subway                                                                                                
Sandwich Shop, a Sizzler, a McDonald's, a                                                                                         
Burger King, a Taco Bell, and several                                                                                             
local restaurants.                                                                                                                

Jack in the Box (16)                              $343,160          07/09/96       07/2014; four                                  
(the "Houston #1 Property")                       (excluding                       five-year renewal                              
Restaurant to be constructed                      closing and                      options                                        
                                                  development                                                                     
The Houston #1 Property is located on the         costs) (3)                                                                      
east side of Veterans Memorial Drive with                                                                                         
an access easement on Beltway 8 in                                                                                                
Houston, Harris County, Texas, in an area                                                                                         
of mixed retail, commercial, and                                                                                                  
residential development.  Other fast-food                                                                                         
and family-style restaurants located in                                                                                           
proximity to the Houston #1 Property                                                                                              
include a Whataburger, an Arby's, a KFC, a                                                                                        
Burger King, and several local                                                                                                    
restaurants.                                                                                                                      


                                                         Minimum                                              Option              
Property Location and Competition                   Annual Rent (2)                   Percentage Rent      To Purchase            
                                                                                                                                  
Boston Market                                      10.38% of Total Cost (4);           for each lease       at any time           
(the "Corvallis Property")                         increases by 10% after the          year after the       after the             
Restaurant to be constructed                       fifth lease year and after          fifth lease year,    fifth lease           
                                                   every five years thereafter         (i) 5% of annual     year                  
                                                   during the lease term               gross sales minus                          
The Corvallis Property is located at the                                               (ii) the minimum                           
southeast quadrant of the intersection of                                              annual rent for                            
Highway 99 and Northeast Circle Boulevard                                              such lease year                            
in Corvallis, Benton County, Oregon, in an                                                                                        
area of mixed retail, commercial, and                                                                                             
residential development.  Other fast-food                                                                                         
and family-style restaurants located in                                                                                           
proximity to the Corvallis Property                                                                                               
include a KFC, a Wendy's, a Subway                                                                                                
Sandwich Shop, a Sizzler, a McDonald's, a                                                                                         
Burger King, a Taco Bell, and several                                                                                             
local restaurants.                                                                                                                

Jack in the Box (16)                               10.75% of Total Cost (4);           for each lease       at any time           
(the "Houston #1 Property")                        increases by 8% after the fifth     year, (i) 5% of      after the             
Restaurant to be constructed                       lease year and by 10% after         annual gross         seventh lease         
                                                   every five years thereafter         sales minus (ii)     year                  
The Houston #1 Property is located on the          during the lease term               the minimum                                
east side of Veterans Memorial Drive with                                              annual rent for                            
an access easement on Beltway 8 in                                                     such lease year                            
Houston, Harris County, Texas, in an area                                              (6)                                        
of mixed retail, commercial, and                                                                                                  
residential development.  Other fast-food                                                                                         
and family-style restaurants located in                                                                                           
proximity to the Houston #1 Property                                                                                              
include a Whataburger, an Arby's, a KFC, a                                                                                        
Burger King, and several local                                                                                                    
restaurants.                                                                                                                      

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                                                                               Lease Expira-                                      
                                                Purchase           Date          tion and                                         
Property Location and Competition               Price (1)       Acquired       Renewal Options                                    
                                                                                                                                  

Arby's (18)                                   $739,628          07/10/96       07/2016; two                                       
(the "Kendallville Property")                 (excluding                       five-year renewal                                  
Existing restaurant                           closing                          options                                            
                                              costs)                                                                              
The Kendallville Property is located on                                                                                           
the north side of West North Street in                                                                                            
Kendallville, Noble County, Indiana, in an                                                                                        
area of mixed retail, commercial and                                                                                              
residential development.  Other fast-food                                                                                         
and family-style restaurants located in                                                                                           
proximity to the Kendallville Property                                                                                            
include a KFC, a McDonald's, a Wendy's, a                                                                                         
Pizza Hut, a Subway Sandwich Shop, and                                                                                            
several local restaurants                                                                                                         

Boston Market                                 $499,820          07/15/96       07/2011; five                                      
(the "Rockwall Property")                     (excluding                       five-year renewal                                  
Restaurant to be constructed                  closing and                      options                                            
                                              development                                                                         
The Rockwall Property is located on the       costs) (3)                                                                          
northeast corner of FM 740 and the to be                                                                                          
constructed Steger Town Drive in Rockwall,                                                                                        
Rockwall County, Texas, in an area of                                                                                             
mixed retail, commercial, and residential                                                                                         
development.  Other fast-food and family-                                                                                         
style restaurants located in proximity to                                                                                         
the Rockwall Property include an Arby's, a                                                                                        
Jack in the Box, a Dairy Queen, a KFC, a                                                                                          
McDonald's, a Pizza Hut, a Sonic Drive-In,                                                                                        
a Whataburger, a Wendy's, a Chili's, a                                                                                            
Taco Bell, and several local restaurants.                                                                                         


                                                       Minimum                                               Option               
Property Location and Competition                   Annual Rent (2)                  Percentage Rent      To Purchase             
                                                                                                                                  
                                                                                                                                  
Arby's (18)                                       $75,812; increases by 4.14%         for each lease       during the             
(the "Kendallville Property")                     after the third lease year and      year, (i) 4% of      seventh and            
Existing restaurant                               after every three years             annual gross         tenth lease            
                                                  thereafter during the lease         sales minus (ii)     years only             
The Kendallville Property is located on           term                                the minimum                                 
the north side of West North Street in                                                annual rent for                             
Kendallville, Noble County, Indiana, in an                                            such lease year                             
area of mixed retail, commercial and                                                                                              
residential development.  Other fast-food                                                                                         
and family-style restaurants located in                                                                                           
proximity to the Kendallville Property                                                                                            
include a KFC, a McDonald's, a Wendy's, a                                                                                         
Pizza Hut, a Subway Sandwich Shop, and                                                                                            
several local restaurants                                                                                                         

Boston Market                                     10.38% of Total Cost (4);           for each lease       at any time            
(the "Rockwall Property")                         increases by 10% after the          year after the       after the              
Restaurant to be constructed                      fifth lease year and after          fifth lease year,    fifth lease            
                                                  every five years thereafter         (i) 4% of annual     year                   
The Rockwall Property is located on the           during the lease term               gross sales minus                           
northeast corner of FM 740 and the to be                                              (ii) the minimum                            
constructed Steger Town Drive in Rockwall,                                            annual rent for                             
Rockwall County, Texas, in an area of                                                 such lease year                             
mixed retail, commercial, and residential                                                                                         
development.  Other fast-food and family-                                                                                         
style restaurants located in proximity to                                                                                         
the Rockwall Property include an Arby's, a                                                                                        
Jack in the Box, a Dairy Queen, a KFC, a                                                                                          
McDonald's, a Pizza Hut, a Sonic Drive-In,                                                                                        
a Whataburger, a Wendy's, a Chili's, a                                                                                            
Taco Bell, and several local restaurants.                                                                                         

                                      -21-                                                                                        

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                                                                                Lease Expira-                                     
                                                 Purchase           Date           tion and                                       
Property Location and Competition               Price (1)       Acquired       Renewal Options                                    
                                                                                                                                  

Boston Market (19)                            $762,737          07/24/96       07/2011; five                                      
(the "Upland Property")                       (excluding                       five-year renewal                                  
Restaurant to be constructed                  closing and                      options                                            
                                              development                                                                         
The Upland Property is located at the         costs) (3)                                                                          
northeast quadrant of the intersection of                                                                                         
Mountain Avenue and Foothill Boulevard,                                                                                           
Upland, San Bernardino County, California                                                                                         
in an area of mixed retail, commercial,                                                                                           
and residential development.  Other fast-                                                                                         
food and family-style restaurants located                                                                                         
in proximity to the Upland Property                                                                                               
include an Burger King, a Taco Bell, a                                                                                            
KFC, two Del Taco's, a Jack in the Box, a                                                                                         
McDonald's, an Outback Steakhouse and                                                                                             
several local restaurants.                                                                                                        

Jack in the Box (16)                          $387,621          08/05/96       07/2014; four                                      
(the "Houston #2 Property")                   (excluding                       five-year renewal                                  
Restaurant to be constructed                  closing and                      options                                            
                                              development                                                                         
The Houston #2 Property is located on the     costs (3)                                                                           
south side of Interstate 45 and U.S.                                                                                              
Highway 90A in Houston, Harris County,                                                                                            
Texas, in an area of mixed retail,                                                                                                
commercial, and residential development.                                                                                          
Other fast-food and family-style                                                                                                  
restaurants located in proximity to the                                                                                           
Houston #2 Property include two                                                                                                   
Whataburger's, a Taco Bell, a Wendy's, a                                                                                          
Pizza Hut, a Little Caesar's, a                                                                                                   
McDonald's, and a local restaurant.                                                                                               



                                                     Minimum                                              Option                  
Property Location and Competition                Annual Rent (2)                Percentage Rent      To Purchase                  
                                                                                                                                  

Boston Market (19)                           10.38% of Total Cost (4);           for each lease       at any time                 
(the "Upland Property")                      increases by 10% after the          year after the       after the                   
Restaurant to be constructed                 fifth lease year and after          fifth lease year,    fifth lease                 
                                             every five years thereafter         (i) 4% of annual     year                        
The Upland Property is located at the        during the lease term               gross sales minus                                
northeast quadrant of the intersection of                                        (ii) the minimum                                 
Mountain Avenue and Foothill Boulevard,                                          annual rent for                                  
Upland, San Bernardino County, California                                        such lease year                                  
in an area of mixed retail, commercial,                                                                                           
and residential development.  Other fast-                                                                                         
food and family-style restaurants located                                                                                         
in proximity to the Upland Property                                                                                               
include an Burger King, a Taco Bell, a                                                                                            
KFC, two Del Taco's, a Jack in the Box, a                                                                                         
McDonald's, an Outback Steakhouse and                                                                                             
several local restaurants.                                                                                                        

Jack in the Box (16)                         10.75% of Total Cost (4);           for each lease       at any time                 
(the "Houston #2 Property")                  increases by 8% after the fifth     year, (i) 5% of      after the                   
Restaurant to be constructed                 lease year and by 10% after         annual gross         seventh lease               
                                             every five years thereafter         sales minus (ii)     year                        
The Houston #2 Property is located on the    during the lease term               the minimum                                      
south side of Interstate 45 and U.S.                                             annual rent for                                  
Highway 90A in Houston, Harris County,                                           such lease year                                  
Texas, in an area of mixed retail,                                               (6)                                              
commercial, and residential development.                                                                                          
Other fast-food and family-style                                                                                                  
restaurants located in proximity to the                                                                                           
Houston #2 Property include two                                                                                                   
Whataburger's, a Taco Bell, a Wendy's, a                                                                                          
Pizza Hut, a Little Caesar's, a                                                                                                   
McDonald's, and a local restaurant.                                                                                               

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                                                                               Lease Expira-                                      
                                                 Purchase           Date           tion and                                       
Property Location and Competition               Price (1)       Acquired       Renewal Options                                    
                                                                                                                                  

Applebee's                                    $879,753          08/23/96       08/2016; two                                       
(the "Montclair Property")                    (excluding                       five-year renewal                                  
Restaurant to be constructed                  closing and                      options                                            
                                              development                                                                         
The Montclair Property is located on a pad    costs) (3)                                                                          
site within the Montclair Plaza Regional                                                                                          
Mall, on the east side of Montevista                                                                                              
Avenue, north of I-10, in Montclair, San                                                                                          
Bernardino County, California, in an area                                                                                         
of mixed retail, commercial, and                                                                                                  
residential development.  Other fast-food                                                                                         
and family-style restaurants located in                                                                                           
proximity to the Montclair Property                                                                                               
include an Olive Garden, a Tony Roma's, a                                                                                         
Red Lobster, and a local restaurant.                                                                                              

Golden Corral                                 $997,296          08/23/96       05/2010; three                                     
(the "Brooklyn Property")                     (excluding        (21)           five-year renewal                                  
Existing restaurant                           closing                          options                                            
                                              costs)                                                                              
The Brooklyn Property is located at                                                                                               
Northcliff Avenue and Ridge Road in                                                                                               
Brooklyn, Cuyahoga County, Ohio, in an                                                                                            
area of mixed retail, commercial, and                                                                                             
residential development.  Other fast-food                                                                                         
and family-style restaurants located in                                                                                           
proximity to the Brooklyn Property include                                                                                        
an Applebee's, a McDonald's, a Dunkin                                                                                             
Donuts, a Boston Market, and several local                                                                                        
restaurants.                                                                                                                      



                                                          Minimum                                          Option                 
Property Location and Competition                     Annual Rent (2)               Percentage Rent      To Purchase              
                                                                                                                                  

Applebee's                                       11% of Total Cost (4);              for each lease       at any time             
(the "Montclair Property")                       increases by 10% after the          year, (i) 5% of      after the               
Restaurant to be constructed                     fifth lease year and after          annual gross         fifth lease             
                                                 every five years thereafter         sales minus (ii)     year (20)               
The Montclair Property is located on a pad       during the lease term               the minimum                                  
site within the Montclair Plaza Regional                                             annual rent for                              
Mall, on the east side of Montevista                                                 such lease year                              
Avenue, north of I-10, in Montclair, San                                                                                          
Bernardino County, California, in an area                                                                                         
of mixed retail, commercial, and                                                                                                  
residential development.  Other fast-food                                                                                         
and family-style restaurants located in                                                                                           
proximity to the Montclair Property                                                                                               
include an Olive Garden, a Tony Roma's, a                                                                                         
Red Lobster, and a local restaurant.                                                                                              

Golden Corral                                    $142,823; increases by 10%          for each lease       upon the                
(the "Brooklyn Property")                        after the fifth lease year and      year, (i) 4% of      expiration of           
Existing restaurant                              after every five years              annual gross         the lease               
                                                 thereafter during the lease         sales minus (ii)     (13)                    
The Brooklyn Property is located at              term                                the minimum                                  
Northcliff Avenue and Ridge Road in                                                  annual rent for                              
Brooklyn, Cuyahoga County, Ohio, in an                                               such lease year                              
area of mixed retail, commercial, and                                                                                             
residential development.  Other fast-food                                                                                         
and family-style restaurants located in                                                                                           
proximity to the Brooklyn Property include                                                                                        
an Applebee's, a McDonald's, a Dunkin                                                                                             
Donuts, a Boston Market, and several local                                                                                        
restaurants.                                                                                                                      

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                                                                                        Lease Expira-                             
                                                         Purchase           Date           tion and                               
Property Location and Competition                        Price (1)       Acquired       Renewal Options                           
                                                                                                                                  

Boston Market (19)                                     $664,898          09/06/96       09/2011; five                             
(the "La Quinta Property")                             (excluding                       five-year renewal                         
Restaurant to be constructed                           closing and                      options                                   
                                                       development                                                                
The La Quinta Property is located on a pad             costs) (3)                                                                 
site within the Albertson's/Walmart                                                                                               
Shopping Center, at the northeast quadrant                                                                                        
of State Highway 111 and Simon Drive, in                                                                                          
La Quinta, Riverside County, California,                                                                                          
in an area of mixed retail, commercial,                                                                                           
residential, and recreational development.                                                                                        
Other fast-food and family-style                                                                                                  
restaurants located in proximity to the La                                                                                        
Quinta Property include a Taco Bell, a                                                                                            
McDonald's, and several local restaurants.                                                                                        

Boston Market                                          $559,682          09/17/96       07/2011; five                             
(the "Merced Property")                                (excluding                       five-year renewal                         
Restaurant to be constructed                           closing and                      options                                   
                                                       development                                                                
The Merced Property is located at the                  costs) (3)                                                                 
northwest corner of the intersection of                                                                                           
"M" Street and Olive Avenue in Merced,                                                                                            
Merced County, California, in an area of                                                                                          
mixed retail, commercial, and residential                                                                                         
development.  Other fast-food and family-                                                                                         
style restaurants located in proximity to                                                                                         
the Merced Property include a Burger King,                                                                                        
an IHOP, a Jack in the Box, a McDonald's,                                                                                         
a Pizza Hut, a Red Lobster, and several                                                                                           
local restaurants.                                                                                                                



                                                                  Minimum                                             Option      
Property Location and Competition                               Annual Rent (2)               Percentage Rent      To Purchase    
                                                                                                                                  

 Boston Market (19)                                        10.38% of Total Cost (4);           for each lease       at any time   
 (the "La Quinta Property")                                increases by 10% after the          year after the       after the     
 Restaurant to be constructed                              fifth lease year and after          fifth lease year,    fifth lease   
                                                           every five years thereafter         (i) 4% of annual     year          
 The La Quinta Property is located on a pad                during the lease term               gross sales minus                  
 site within the Albertson's/Walmart                                                           (ii) the minimum                   
 Shopping Center, at the northeast quadrant                                                    annual rent for                    
 of State Highway 111 and Simon Drive, in                                                      such lease year                    
 La Quinta, Riverside County, California,                                                                                         
 in an area of mixed retail, commercial,                                                                                          
 residential, and recreational development.                                                                                       
 Other fast-food and family-style                                                                                                 
 restaurants located in proximity to the La                                                                                       
 Quinta Property include a Taco Bell, a                                                                                           
 McDonald's, and several local restaurants.                                                                                       

 Boston Market                                             10.38% of Total Cost (4);           for each lease       at any time   
 (the "Merced Property")                                   increases by 10% after the          year after the       after the     
 Restaurant to be constructed                              fifth lease year and after          fifth lease year     fifth lease   
                                                           every five years thereafter         (i) 4% of annual     year          
 The Merced Property is located at the                     during the lease term               gross sales minus                  
 northwest corner of the intersection of                                                       (ii) the minimum                   
 "M" Street and Olive Avenue in Merced,                                                        annual rent for                    
 Merced County, California, in an area of                                                      such lease year                    
 mixed retail, commercial, and residential                                                                                        
 development.  Other fast-food and family-                                                                                        
 style restaurants located in proximity to                                                                                        
 the Merced Property include a Burger King,                                                                                       
 an IHOP, a Jack in the Box, a McDonald's,                                                                                        
 a Pizza Hut, a Red Lobster, and several                                                                                          
 local restaurants.                                                                                                               

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                                                                                Lease Expira-                                     
                                                Purchase           Date           tion and                                        
Property Location and Competition               Price (1)       Acquired       Renewal Options                                    
                                                                                                                                  

Ryan's Family Steak House                     $654,588          09/18/96       09/2016; two                                       
(the "Spring Hill Property")                  (excluding                       five-year renewal                                  
Restaurant to be constructed                  closing and                      options                                            
                                              development                                                                         
The Spring Hill Property is located at the    costs) (3)                                                                          
northwest corner of Cortez Boulevard and                                                                                          
Chambord Street in Spring Hill, Hernando                                                                                          
County, Florida, in an area of mixed                                                                                              
retail, commercial, and residential                                                                                               
development.  Other fast-food and family-                                                                                         
style restaurants located in proximity to                                                                                         
the Spring Hill Property include an                                                                                               
Arby's, a McDonald's, a Subway Sandwich                                                                                           
Shop, a Wendy's, and a local restaurant.                                                                                          

Arby's (18)                                   $790,676          09/18/96       09/2016; two                                       
(the "Avon Property")                         (excluding                       five-year renewal                                  
Existing restaurant                           closing                          options                                            
                                              costs)                                                                              
The Avon Property is located on the                                                                                               
southwest corner of Avon Crossing Drive                                                                                           
and Merchants Drive in the Avon Crossing                                                                                          
Shopping Center, in Avon, Hendricks                                                                                               
County, Indiana, in an area of mixed                                                                                              
retail, commercial, and residential                                                                                               
development.  Other fast-food and family-                                                                                         
style restaurants located in proximity to                                                                                         
the Avon Property include a Burger King, a                                                                                        
McDonald's, a Noble Roman's Pizza, a Taco                                                                                         
Bell, a Wendy's, and several local                                                                                                
restaurants.                                                                                                                      



                                                         Minimum                                            Option                
Property Location and Competition                     Annual Rent (2)                 Percentage Rent      To Purchase            
                                                                                                                                  

Ryan's Family Steak House                         10.875% of Total Cost (4);          for each lease       at any time            
(the "Spring Hill Property")                      increases by 12% after the          year, (i) 5% of      after the              
Restaurant to be constructed                      fifth lease year and after          annual gross         tenth lease            
                                                  every five years thereafter         sales minus (ii)     year                   
The Spring Hill Property is located at the        during the lease term               the minimum                                 
northwest corner of Cortez Boulevard and                                              annual rent for                             
Chambord Street in Spring Hill, Hernando                                              such lease year                             
County, Florida, in an area of mixed                                                                                              
retail, commercial, and residential                                                                                               
development.  Other fast-food and family-                                                                                         
style restaurants located in proximity to                                                                                         
the Spring Hill Property include an                                                                                               
Arby's, a McDonald's, a Subway Sandwich                                                                                           
Shop, a Wendy's, and a local restaurant.                                                                                          

Arby's (18)                                       $81,044; increases by 4.14%         for each lease       during the             
(the "Avon Property")                             after the third lease year and      year, (i) 4% of      seventh and            
Existing restaurant                               after every three years             annual gross         tenth lease            
                                                  thereafter during the lease         sales minus (ii)     years only             
The Avon Property is located on the               term                                the minimum                                 
southwest corner of Avon Crossing Drive                                               annual rent for                             
and Merchants Drive in the Avon Crossing                                              such lease year                             
Shopping Center, in Avon, Hendricks                                                                                               
County, Indiana, in an area of mixed                                                                                              
retail, commercial, and residential                                                                                               
development.  Other fast-food and family-                                                                                         
style restaurants located in proximity to                                                                                         
the Avon Property include a Burger King, a                                                                                        
McDonald's, a Noble Roman's Pizza, a Taco                                                                                         
Bell, a Wendy's, and several local                                                                                                
restaurants.                                                                                                                      

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                                                                               Lease Expira-                                      
                                              Purchase            Date           tion and                                         
Property Location and Competition             Price (1)         Acquired       Renewal Options                                    
                                                                                                                                  
Boston Market (15)                            $697,652          09/19/96       09/2011; five                                      
(the "Florissant Property")                   (excluding                       five-year renewal                                  
Restaurant to be constructed                  closing and                      options                                            
                                              development                                                                         
The Florissant Property is located on the     costs) (3)                                                                          
north side of U.S. Highway 67 North,                                                                                              
northeast of the intersection of North                                                                                            
Waterford Road and U.S. Highway 67, in                                                                                            
Florissant, St. Louis County, Missouri, in                                                                                        
an area of mixed retail, commercial, and                                                                                          
residential development.  Other fast-food                                                                                         
and family-style restaurants located in                                                                                           
proximity to the Florissant Property                                                                                              
include an Applebee's, a Burger King, a                                                                                           
Church's Fried Chicken, a Dairy Queen, a                                                                                          
Denny's, a Domino's, a KFC, a McDonald's,                                                                                         
a Ponderosa, a Rally's, a Shoney's, a                                                                                             
Subway Sandwich Shop, two Taco Bell's, a                                                                                          
Wendy's, a White Castle, and several local                                                                                        
restaurants.                                                                                                                      

Applebee's                                    $732,477          09/19/96       09/2016; two                                       
(the "Salinas Property")                      (excluding                       five-year renewal                                  
Restaurant to be constructed                  closing and                      options                                            
                                              development                                                                         
The Salinas Property is located on the        costs) (3)                                                                          
west side of North Davis Road in the                                                                                              
Westridge Shopping Center, in Salinas,                                                                                            
Monterey County, California, in an area of                                                                                        
mixed retail, commercial, and residential                                                                                         
development.  Other fast-food and family-                                                                                         
style restaurants located in proximity to                                                                                         
the Salinas Property include an IHOP, and                                                                                         
several local restaurants.                                                                                                        



                                                       Minimum                                                Option              
Property Location and Competition                   Annual Rent (2)                  Percentage Rent      To Purchase             
                                                                                                                                  
Boston Market (15)                               10.38% of Total Cost (4);           for each lease       at any time             
(the "Florissant Property")                      increases by 10% after the          year after the       after the               
Restaurant to be constructed                     fifth lease year and after          fifth lease year     fifth lease             
                                                 every five years thereafter         (i) 5% of annual     year                    
The Florissant Property is located on the        during the lease term               gross sales minus                            
north side of U.S. Highway 67 North,                                                 (ii) the minimum                             
northeast of the intersection of North                                               annual rent for                              
Waterford Road and U.S. Highway 67, in                                               such lease year                              
Florissant, St. Louis County, Missouri, in                                                                                        
an area of mixed retail, commercial, and                                                                                          
residential development.  Other fast-food                                                                                         
and family-style restaurants located in                                                                                           
proximity to the Florissant Property                                                                                              
include an Applebee's, a Burger King, a                                                                                           
Church's Fried Chicken, a Dairy Queen, a                                                                                          
Denny's, a Domino's, a KFC, a McDonald's,                                                                                         
a Ponderosa, a Rally's, a Shoney's, a                                                                                             
Subway Sandwich Shop, two Taco Bell's, a                                                                                          
Wendy's, a White Castle, and several local                                                                                        
restaurants.                                                                                                                      

Applebee's                                       10.87% of Total Cost (4);           for each lease       at any time             
(the "Salinas Property")                         increases by 10% after the          year, (i) 5% of      after the               
Restaurant to be constructed                     fifth lease year and after          annual gross         seventh lease           
                                                 every five years thereafter         sales minus (ii)     year                    
The Salinas Property is located on the           during the lease term               the minimum                                  
west side of North Davis Road in the                                                 annual rent for                              
Westridge Shopping Center, in Salinas,                                               such lease year                              
Monterey County, California, in an area of                                                                                        
mixed retail, commercial, and residential                                                                                         
development.  Other fast-food and family-                                                                                         
style restaurants located in proximity to                                                                                         
the Salinas Property include an IHOP, and                                                                                         
several local restaurants.                                                                                                        

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                                                                                 Lease Expira-                                    
                                                 Purchase           Date           tion and                                       
Property Location and Competition               Price (1)       Acquired       Renewal Options                                    
                                                                                                                                  
Burger King                                   $940,934          10/02/96       12/2016; two                                       
(the "Chicago Property")                      (excluding                       five-year renewal                                  
Restaurant to be constructed                  closing and                      options                                            
                                              development                                                                         
The Chicago Property is located on the        costs)(3)                                                                           
southwest corner of 40th Street and                                                                                               
Pulaski Road, in Chicago, Cook County,                                                                                            
Illinois, in an area of mixed retail,                                                                                             
commercial, and residential development.                                                                                          
Other fast-food and family-style                                                                                                  
restaurants located in proximity to the                                                                                           
Chicago Property include an Arby's, a Long                                                                                        
John Silver's, and a local restaurant.                                                                                            



                                                       Minimum                                       Option                       
Property Location and Competition                   Annual Rent (2)          Percentage Rent      To Purchase                     
                                                                                                                                  
Burger King                                     11% of Total Cost (4)        for each lease       None                            
(the "Chicago Property")                                                     year, (i) 8.5% of                                    
Restaurant to be constructed                                                 annual gross                                         
                                                                             sales minus (ii)                                     
The Chicago Property is located on the                                       the minimum                                          
southwest corner of 40th Street and                                          annual rent for                                      
Pulaski Road, in Chicago, Cook County,                                       such lease year                                      
Illinois, in an area of mixed retail,                                                                                             
commercial, and residential development.                                                                                          
Other fast-food and family-style                                                                                                  
restaurants located in proximity to the                                                                                           
Chicago Property include an Arby's, a Long                                                                                        
John Silver's, and a local restaurant.                                                                                            


FOOTNOTES:                                                                      

(1)      The estimated federal income tax basis of the depreciable portion (the 
building portion) of each of the Properties acquired, and for 
     construction Properties, once the buildings are constructed, is set
forth below:                                                  

                                                                · Download Table

Property                Federal Tax Basis  Property              Federal Tax Basis
                                                                                  
Hamden Property             $1,195,000     Rockwall Property       $  422,000     
Knoxville Property             510,000     Upland Property            433,000     
Port Richey Property         1,208,000     Houston #2 Property        595,000     
Hillsboro Property             742,000     Montclair Property         825,000     
McKinney Property              627,000     Brooklyn Property        1,040,000     
Camarillo Property             672,000     La Quinta Property         485,000     
Sevierville Property           519,000     Merced Property            401,000     
Ellisville Property            635,000     Spring Hill Property     1,363,000     
Golden Valley Property         529,000     Avon Property              484,000     
Humble #1 Property             610,000     Florissant Property        618,000     
Corvallis Property             624,000     Salinas Property           648,000     
Houston #1 Property            620,000     Chicago Property           753,000     
Kendallville Property          304,000                                            

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(2)      Minimum annual rent for each of the Properties became payable on the   
  effective date of the lease, except as indicated below.  For the
        Hamden, Port Richey and Hillsboro Properties, minimum annual rent will
       become due and payable on the earlier of (i) the date the certificate
         of occupancy for the restaurant is issued, (ii) the date the restaurant
      opens for business to the public or (iii) a specified number of days
  (ranging from 150 to 180) after execution of the lease.  For the
       Knoxville, Camarillo, Sevierville, Montclair, Spring Hill and Salinas
    Properties, minimum annual rent will become due and payable on the
         earlier of (i) the date the certificate of occupancy for the restaurant
   is issued, (ii) the date the restaurant opens for business to the
    public, (iii) a specified number of days (ranging from 120 to 180)
        after execution of the lease or (iv) the date the tenant receives from
    the landlord its final funding of the construction costs.  For the
       Corvallis, Ellisville, Golden Valley and Rockwall Properties, minimum
        annual rent will become due and payable on the earlier of (i) 180 days
        after execution of the lease or (ii) the date the tenant receives from
    the landlord its final funding of the construction costs.  For the
      Humble #1, Houston #1 and Houston #2 Properties, minimum annual rent
will become due and payable on the earlier of (i) the date the
        restaurant opens for business to the public or (ii) 180 days after the
execution of the lease.  For the Upland, La Quinta, Merced and
        Florissant Properties, minimum annual rent will become due and payable
        on the date the tenant receives from the landlord its final funding of
        the construction costs.  For the Chicago Property, minimum annual rent
       will become due and payable on the possession date, which is December
      28, 1996 (the "Possession Date").  During the period commencing with
         the effective date of the lease to the date minimum annual rent becomes
       payable for the Knoxville, Camarillo, Sevierville, Ellisville, Golden
         Valley, Humble #1, Corvallis, Houston #1, Rockwall, Upland, Houston #2,
   Montclair, La Quinta, Merced, Spring Hill, Florissant and Salinas
       Properties, as described above, the tenant shall pay monthly "interim
        rent" equal to a specified rate per annum (ranging from 10.25% to 11%)
         of the amount funded by the Company in connection with the purchase and
     construction of the Properties.  For the Chicago Property, "interim
         rent" equal to 11 percent per annum of the amount funded by the Company
        in connection with the purchase and construction of the Property shall
      accrue prior to the Possession Date and shall be payable in a single
  lump sum at the time of final funding of the construction costs.

(3)      The Company accepted an assignment of an interest in the ground lease  
       relating to the Hamden and Sevierville Properties effective April 24,
         1996 and June 5, 1996, respectively, in consideration of its funding of
 certain preliminary development costs and its agreement to fund
    remaining development costs not in excess of the amounts specified
      below. The development agreements for the Properties which are to be
       constructed provide that construction must be completed no later than
        the dates set forth below. The maximum cost to the Company, (including
       the purchase price of the land (if applicable), development costs (if
         applicable), and closing and acquisition costs) is not expected to, but
may, exceed the amounts set forth below:                      

                                                        · Enlarge/Download Table


Property                Estimated Maximum Cost  Estimated Final Completion Date       
                                                                                       
Hamden Property              $1,200,972         Opened for business August 26, 1996   
Knoxville Property              830,966         Opened for business July 8, 1996      
Port Richey Property          1,675,000         Opened for business September 30, 1996
Hillsboro Property            1,119,248         April 1, 1997                         
Camarillo Property            1,264,789         Opened for business July 28, 1996     
Sevierville Property            517,571         Opened for business June 13, 1996     
Ellisville Property           1,026,746         Opened for business September 3, 1996 
Golden Valley Property        1,128,899         Opened for business September 30, 1996
Humble #1 Property              949,413         Opened for business September 12, 1996
Corvallis  Property             952,684         Opened for business October 6, 1996   
Houston #1 Property             926,397         Opened for business September 25, 1996
Rockwall Property               795,087         January 11, 1997                      
Upland Property                 977,643         Opened for business September 30, 1996
Houston #2 Property             926,235         Opened for business July 14, 1996     
Montclair Property            1,654,545         February 19, 1997                     
La Quinta Property              951,872         March 5, 1997                         


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                                                                · Download Table


Property              Estimated Maximum Cost  Estimated Final Completion Date
                                                                              
Merced Property               930,834             March 16, 1997             
Spring Hill Property        1,881,818             February 15, 1997          
Florissant Property         1,264,986             March 18, 1997             
Salinas Property            1,339,000             February 6, 1997           
Chicago Property            1,613,636             December 28, 1996          

(4)      The "Total Cost" is equal to the sum of (i) the purchase price of the  
  Property, (ii) closing costs, and (iii) actual development costs
  incurred under the development agreement, and in the case of the
  Hamden, Port Richey and Hillsboro Properties, (iv) "construction
financing costs" during the development period.               

(5)      If the lessee exercises its purchase option after the third lease year 
      and before the eleventh lease year, the purchase price to be paid by
         the lessee shall be equal to the net present value of the monthly lease
         rental payments for the remainder of the lease term (including previous
       and scheduled rent increases) discounted at the lesser of (i) 11% per
 annum, or (ii) the then-current annual yield on 7-year Treasury
      securities plus 4.5%, plus the full amount of any late fees, default
       interest, enforcement costs or other sums otherwise due or payable by
      the lessee under the lease. If the lessee exercises its option after
         the tenth lease year, the purchase price to be paid by the lessee shall
         be equal to the net present value of the monthly lease payments for the
         remainder of the lease term (based, however, for purposes hereof on the
       initial monthly installment amount of annual rental and not including
         previous and scheduled increases) discounted at 11% per annum, plus the
      full amount of any late fees, default interest, enforcement costs or
    other sums otherwise due or payable by the lessee under the lease.

(6)      Percentage rent shall be calculated on a calendar year basis (January 1
to December 31).                                              

(7)      If the Property is not producing percentage rent and the lessee        
      determines, in good faith, that the restaurant has become uneconomic
       and unsuitable the lessee may elect, during the first through seventh
and again during the tenth through 15th lease years:          

   (i) to purchase the Property for a purchase price, net of closing
      costs, equal to the greater of (a) the then fair-market value of the
        Property as determined by an independent appraisal, or (b) 100% of the
       Company's original cost for the Property if the Company is successful
      in effectuating the lessee's purchase through a tax-free "like-kind"
        exchange, or 120% of the Company's original cost for the Property if a
tax-free, "like-kind" exchange is not effectuated; or         

 (ii)  to sublet the Property as described in the section of the
       Prospectus entitled  "Description of Property Leases - Assignment and
Sublease;"  or                                                

       (iii) to substitute the Property for another Golden Corral restaurant
    property on terms similar to those described in the section of the
       Prospectus entitled "Description of Property Leases - Substitution of
Properties."                                                  

(8)      The lease relating to this Property is a land lease only. The Company  
      entered into a Mortgage Loan evidenced by a Master Mortgage Note for
         $3,888,000 collateralized by building improvements. The Master Mortgage
     Note bears interest at a rate of 10.75% per annum and principal and
        interest will be collected in equal monthly installments over 20 years
beginning in July 1996.                                       

(9)      If the lessee exercises one or both of its renewal options, minimum    
       annual rent will increase by 12% after the expiration of the original
        lease term and after five years thereafter during any subsequent lease
term.                                                         

(10)     The Company entered into a Master Lease Agreement for the Beaver,      
       Bluefield, Huntington, Hurricane, Milton, Ronceverte, Beckley, Belle,
Cross Lanes and Marietta Properties.                          

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(11)     The Company and the lessee entered into remediation and indemnity      
         agreements on May 17, 1996, with the seller of the land and an adjacent
     site owner/operator (the "Indemnitors") due to Phase I and Phase II
        environmental testing results indicating that there were action levels
         of environmental contamination on the Bluefield, Hurricane and Marrieta
    Properties relating to underground gasoline storage tanks from one
       property adjacent to the Hurricane Property and past use of the other
     two Properties. Under the remediation and indemnity agreements, the
     Indemnitors have agreed to notify all applicable federal, state, or
local government agencies or authorities of the environmental 
       contamination, to undertake all remediation work on these sites at no
     expense to the Company or lessee, and to indemnify, defend and hold
        harmless the Company, the lessee and investors from losses arising out
    of or related to any claim, action, proceeding, lawsuit, notice of
     violation or demand by any (i) governmental authority in connection
       with the presence of any environmental contamination, (ii) failure of
    the Indemnitors to notify any applicable governmental authorities,
         (iii) remediation work, and (iv) claim, action, proceeding, lawsuit, or
       demand by third parties who are not the successors in interest of the
 indemnified parties and are not affiliated with the indemnified
      parties. If as to any of the affected sites, the remediation work is
         not satisfactorily completed within two years after the effective date,
    such that the Company is willing, in its discretion, to remain the
owner of a particular affected site, the Company may "put" the
  particular affected site back to the seller, and the seller will
 purchase the Company's ownership interest in the affected site.

(12)     The "Building Overage Multiplier" is calculated as follows:            

        Building Overage Multiplier = (purchase price of the
        building)/[purchase price of the building + (annual rent due under the
land lease/land lease cap rate)]                              

(13)     In the event that the aggregate amount of percentage rent paid by the  
        lessee to the Company over the term of the lease shall equal or exceed
         15% of the purchase price paid by the Company, then the option purchase
price shall equal one dollar. In the event that the aggregate 
        percentage rent paid shall be less than 15% of the purchase price paid
by the Company, then the option purchase price shall equal the
        difference of 15% of the purchase price, less the aggregate percentage
rent paid to the landlord by the lessee under the lease.      

(14)     The lessee of the Knoxville, Camarillo, and Sevierville Properties is  
the same unaffiliated lessee.                                 

(15)     The lessee of the Ellisville, Golden Valley and Florissant Properties  
is the same unaffiliated lessee.                              

(16)     The lessee of the Humble #1, Houston #1 and Houston #2 Properties is   
the same unaffiliated lessee.                                 

(17)     The lessee of the Hillsboro and McKinney Properties is the same        
unaffiliated lessee.                                          

(18)     The lessee of the Kendallville and Avon Properties is the same         
unaffiliated lessee.                                          

(19)     The lessee of the Upland and La Quinta Properties is the same          
unaffiliated lessee.                                          

(20)     The lessee also has the option to purchase the Property after the      
lessee operates at least five Applebee's restaurants.         

(21)     The Company accepted an assignment of an interest in the ground lease  
relating to the Brooklyn Property effective August 23, 1996.  

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BORROWING AND SECURED EQUIPMENT LEASES                                          

      Between April 10, 1996 and October 3, 1996, the Company obtained six
advances totalling $2,364,072 under its $15,000,000 Loan. The proceeds of the   
advances were used to acquire Equipment for five restaurant properties at a cost
of approximately $2,364,072, including Secured Equipment Lease Servicing Fees of
$46,292 to the Advisor. Four of the six advances are fully amortizing term loans
repayable over six years and bear interest at a rate per annum equal to 215     
basis points above the Reserve Adjusted LIBOR Rate (as defined in the Loan). The
two remaining advances relating to the Winnemucca Secured Equipment Lease are   
considered to be an interest only loan for the first three months and upon      
obtaining an additional advance prior to the fourth month (December 1996) will  
become a fully amortizing term loan repayable over the duration of the          
Winnemucca Secured Equipment Lease, but in no event greater than six years. The 
advances will bear interest at a rate per annum equal to 215 basis points above 
the Reserve Adjusted LIBOR Rate (as defined in the Loan).                       

        The following table sets forth a summary of the principal terms of the
acquisition and lease of the Equipment.                                         

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SECURED EQUIPMENT LEASES

From April 10, 1996 through October 3, 1996 

                                                        · Enlarge/Download Table


Description                               Purchase Price (1)        Date Acquired  Lease Expiration
                                                                                                   
Equipment for Golden Corral               $538,790                   06/14/96          06/2003     
restaurant in Middleburg Heights,         (excluding closing                                       
Ohio (8)(10)                              costs and Secured                                        
(The "Middleburg Heights Secured          Equipment Lease                                          
Equipment Lease")                         Servicing Fee)                                           

Equipment for Golden Corral               $560,411 (excluding        07/02/96          07/2003     
restaurant in Brooklyn,                   closing costs and                                        
Ohio (8)                                  Secured Equipment                                        
(The "Brooklyn Secured Equipment          Lease Servicing Fee)                                     
Lease")                                                                                            

Equipment for TGI Friday's                $509,573 (excluding        07/15/96          07/2001     
restaurant in Hazlet, New                 closing costs and                                        
Jersey (9)                                Secured Equipment                                        
(The "Hazlet Secured Equipment            Lease Servicing Fee)                                     
Lease")                                                                                            

Equipment for TGI Friday's                $562,742 (excluding        08/09/96          08/2001     
restaurant in Marlboro, New Jersey (9)    closing costs and                                        
(The "Marlboro Secured Equipment          Secured Equipment                                        
Lease")                                   Lease Servicing Fee)                                     

Equipment for Denny's restaurant in       $143,075 (5)                    (5)              (6)     
Winnemucca, Nevada                        (excluding closing                                       
(The "Winnemucca Secured Equipment        costs and Secured                                        
Lease")                                   Equipment Lease                                          
                                          Servicing Fee)                                           



Description                             Annual Rent (2)        To Purchase                         
                                                                                                   
Equipment for Golden Corral               $109,617                 (3)                             
restaurant in Middleburg Heights,                                                                  
Ohio (8)(10)                                                                                       
(The "Middleburg Heights Secured                                                                   
Equipment Lease")                                                                                  

Equipment for Golden Corral               $113,994                 (3)                             
restaurant in Brooklyn,                                                                            
Ohio (8)                                                                                           
(The "Brooklyn Secured Equipment                                                                   
Lease")                                                                                            

Equipment for TGI Friday's                $132,664                 (4)                             
restaurant in Hazlet, New                                                                          
Jersey (9)                                                                                         
(The "Hazlet Secured Equipment                                                                     
Lease")                                                                                            

Equipment for TGI Friday's                $146,484 (2)             (4)                             
restaurant in Marlboro, New Jersey (9)                                                             
(The "Marlboro Secured Equipment                                                                   
Lease")                                                                                            

Equipment for Denny's restaurant in            (6)                 (7)                             
Winnemucca, Nevada                                                                                 
(The "Winnemucca Secured Equipment                                                                 
Lease")                                                                                            

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--------------------------------------------------------------------            
FOOTNOTES:                                                                      

(1)      The Secured Equipment Lease is expected to be treated as a loan secured
by personal property for federal income tax purposes.         

(2)      Rental payments due under the Secured Equipment Lease are payable      
monthly, commencing on the effective date of the lease.       

(3)      At the end of the lease term, if no event of default has occurred under
    the terms of the Secured Equipment Lease, the lessee will have the
option to purchase the Equipment for $1.                      

(4)      Lessee may purchase the Equipment prior to the expiration of the       
     Secured Equipment Lease, at the then present value of the remaining
 rental payments, discounted at a rate of ten percent per annum.

(5)      On August 28, 1996, the Company obtained an advance of $102,570 for    
partial funding of the Equipment for a restaurant property in 
         Winnemucca, Nevada. On September 30, 1996, the Company obtained another
    advance of $44,157 for additional funding of the Equipment for the
        restaurant property. The Company anticipates obtaining another advance
under its Loan totalling $146,727 to fund the balance of the  
        acquisition price of the Equipment within four months of obtaining the
initial advance of $102,570 described above.                  

(6)      The temporary Secured Equipment Lease entered into on August 28, 1996, 
       had a term of four months and required the payment of monthly rent of
        $913. On September 30, 1996, the temporary Secured Equipment Lease was
    amended to have a term of three months and requires the payment of
   monthly rent of $1,306. Upon funding the balance of the Equipment
purchase price, which is expected to occur in the fourth month
        following the initial Equipment funding, the Company will enter into a
     final Secured Equipment Lease. The final Secured Equipment Lease is
      expected to have a term of approximately seven years and provide for
       the payment of rent (payable monthly) in an amount equal to the total
       purchase price of the Equipment plus interest at a rate of 10.68% per
annum.                                                        

(7)      Lessee may purchase the Equipment prior to the expiration of the final 
     Secured Equipment Lease, at the then present value of the remaining
rental payments, discounted at a rate of 10.68% per annum.    

(8)      The lessee of the Middleburg Heights and Brooklyn Secured Equipment    
Leases is the same unaffiliated lessee.                       

(9)      The lessee of the Hazlet and Marlboro Secured Equipment Leases is the  
same unaffiliated lessee.                                     

(10)     The lessee of the Middleburg Heights Secured Equipment Lease leases the
restaurant property from an Affiliate of the Advisor.         

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MANAGEMENT COMPENSATION 

FEES AND EXPENSES PAID TO THE                                                   
ADVISOR AND ITS AFFILIATES                                                      

     Selling Commissions and Marketing Support and Due Diligence Expense
Reimbursement Fee. In connection with the formation of the Company and the      
offering of the Shares, the Managing Dealer will receive Selling Commissions of 
7.5% (a maximum of $11,250,000 if 15,000,000 Shares are sold), and a marketing  
support and due diligence expense reimbursement fee of 0.5% (a maximum of       
$750,000 if 15,000,000 Shares are sold), of the total amount raised from the    
sale of Shares, computed at $10.00 per Share sold ("Gross Proceeds"). The       
Managing Dealer in turn may reallow Selling Commissions of up to 7% on Shares   
sold, and all or a portion of the 0.5% marketing support and due diligence      
expense reimbursement fee to certain Soliciting Dealers, who are not Affiliates 
of the Company. As of June 30, 1996, the Company had incurred $5,761,249 for    
Selling Commissions due to the Managing Dealer, a substantial portion           
($5,285,916) of which has been paid as commissions to other Soliciting Dealers. 
In addition, as of June 30, 1996, the Company had incurred $384,083 in marketing
support and due diligence expense reimbursement fees due to the Managing Dealer.
A portion of these fees has been reallowed to other Soliciting Dealers, and all 
due diligence expenses will be paid from such fees.                             

      Soliciting Dealer Servicing Fee. The Company will incur a Soliciting
Dealer Servicing Fee in the amount of .20% of Invested Capital (a maximum of    
$300,000 if 15,000,000 Shares are sold). The Soliciting Dealer Servicing Fee    
will be payable on December 31 of each year, commencing on December 31 of the   
year following the year in which the offering terminates, and generally will be 
payable to the Managing Dealer, which in turn may reallow all or a portion of   
such fee to Soliciting Dealers whose clients held Shares on such date. The      
Company has determined, however, that the Company may pay the Soliciting Dealer 
Servicing Fee directly to any Soliciting Dealer exempt from registration as a   
broker-dealer and whose clients held Shares on such date. As of June 30, 1996,  
no such fees had been incurred by the Company.                                  

       Acquisition Fees. The Advisor is entitled to receive acquisition fees
for services in identifying the Properties and structuring the terms of the     
acquisition and leases of the Properties equal to 4.5% of Gross Proceeds,       
payable by the Company as Acquisition Fees. As of June 30, 1996, the Company had
incurred $3,456,749 in such acquisition fees payable to the Advisor. Acquisition
fees incurred by the Company as of June 30, 1996, are included as part of the   
cost of land and buildings on operating leases, net investment in direct        
financing lease and other assets.                                               

        Development/Construction Management Fees to Affiliates of the Company.
In connection with the acquisition of Properties that have been constructed or  
renovated by Affiliates, the Company will incur development/construction        
management fees of generally 5% to 10% of the cost of constructing or renovating
a Property, payable to Affiliates of the Company as Acquisition Fees. Such fees 
will be included in the purchase price of Properties purchased from developers  
that are Affiliates of the Company. See "Business Site Selection and Acquisition
of Properties." Development/construction management fees, which are based on the
number of Properties purchased from developers that are Affiliates of the       
Company, the cost of construction or renovation of such Properties and the      
percentage amount of each development/construction management fee, are not      
determinable at this time. As of June 30, 1996, no such fees had been incurred  
by the Company.                                                                 

         Construction Financing Fees to Affiliates of the Company. In connection
with the acquisition of Properties from affiliated or unaffiliated developers,  
to whom Affiliates of the Company have provided construction financing, the     
Company will incur construction financing fees, payable to Affiliates of the    
Company as Acquisition Fees. Such fees will be in an amount equal to generally  
1% to 2% of the total amount of each loan plus the difference between the       
Affiliate - lender's cost of funds and the amount of interest charged to the    
developer with such difference determined by applying an annual percentage rate 
of generally 1.5% to 3% throughout the duration of the loan to the outstanding  
amount of the loan. Such fees will be                                           

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included in the purchase price of Properties purchased from developers that     
receive such loans. See "Business Site Selection and Acquisition of Properties."
Construction loan fees, which are based on the number of Properties for which   
Affiliates of the Company provide construction financing, the amount and        
duration of such loans and the amount of each construction financing fee, are   
not determinable at this time. As of June 30, 1996, no such fees had been       
incurred by the Company.                                                        

     The total of all Acquisition Fees and Acquisition Expenses shall be
reasonable and shall not exceed an amount equal to 6% of the Real Estate Asset  
Value of a Property unless a majority of the Board of Directors, including a    
majority of the Independent Directors, not otherwise interested in the          
transaction approves fees in excess of these limits subject to a determination  
that the transaction is commercially competitive, fair and reasonable to the    
Company.                                                                        

        Asset Management Fee. For managing the Properties, the Advisor will be
entitled to receive a monthly Asset Management Fee of one-twelfth of .60% of the
Company's Real Estate Asset Value (generally, the total amount invested in the  
Properties, exclusive of Acquisition Fees and Acquisition Expenses) as of the   
end of the preceding month. As of June 30, 1996, the Company had incurred       
105,375 of such fees, $7,725 of which has been capitalized as part of the cost  
of building for Properties under construction.                                  

        Mortgage Management Fee. For managing mortgage loans, the Advisor will
be entitled to receive a monthly Mortgage Management Fee of one-twelfth of .60% 
of the total principal amount of the Mortgage Loans as of the end of the        
preceding month. As of June 30, 1996, the Company had incurred $23,101 of such  
fees.                                                                           

Secured Equipment Lease Servicing Fee. For negotiating Secured
Equipment Leases and supervising the Secured Equipment Lease program, the       
Advisor will be entitled to receive from the Company a one-time Secured         
Equipment Lease Servicing Fee of 2% of the purchase price of the Equipment that 
is the subject of a Secured Equipment Lease. As of June 30, 1996, the Company   
had incurred $10,776 of such fees.                                              

        Real Estate Disposition Fee. Prior to Listing, the Advisor may receive
a real estate disposition fee of 3% of the gross sales price of one or more     
Properties for providing substantial services in connection with the Sale, which
will be deferred and subordinated until the stockholders have received          
Distributions equal to the sum of 100% of the stockholders' aggregate Invested  
Capital plus an aggregate, annual, cumulative, noncompounded 8% return on their 
Invested Capital, excluding Distributions attributable to proceeds of the Sale  
of a Property (the "Stockholders' 8% Return"). Upon Listing, if the Advisor has 
accrued but not been paid such real estate disposition fee, then for purposes of
determining whether the subordination conditions have been satisfied,           
stockholders will be deemed to have received a Distribution in an amount equal  
to the product of the total number of Shares outstanding and the average closing
prices of the Shares over a period, beginning 180 days after Listing, of 30 days
during which the Shares are traded. See "The Advisor and The Advisory Agreement 
-The Advisory Agreement." As of June 30, 1996, no such fees had been incurred by
the Company.                                                                    

       Subordinated Share of Net Sales Proceeds. A subordinated share of Net
Sales Proceeds will be paid to the Advisor upon the Sale of one or more         
Properties or Secured Equipment Leases in an amount equal to 10% of Net Sales   
Proceeds. This amount will be subordinated and paid only after the stockholders 
have received Distributions equal to the sum of 100% of the stockholders'       
aggregate Invested Capital, plus the Stockholders' 8% Return. As of June 30,    
1996, no such amounts had been incurred by the Company.                         

        Administrative and Other Expenses. The Advisor provides accounting and
administrative services (including accounting and administrative services in    
connection with the Offering of Shares) to the Company on a day-to-day basis. As
of June 30, 1996, the Company had incurred $1,136,195 of such costs that are    
included in stock issuance costs and $222,034 of such costs that are included in
general and administrative expenses.                                            

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         Reimbursement of Out-of-Pocket Expenses. The Advisor and its Affiliates
are entitled to receive reimbursement, at cost, for expenses they incur for     
Organizational and Offering Expenses, Acquisition Expenses and Operating        
Expenses. As of June 30, 1996, the Advisor and its Affiliates had incurred      
$3,061,811, $239,012, and $204,036 on behalf of the Company for Organizational  
and Offering Expenses, Acquisition Expenses, and Operating Expenses,            
respectively.                                                                   

SELECTED FINANCIAL DATA 

      The following table sets forth certain financial information for CNL
American Properties Fund, Inc., and should be read in conjunction with          
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations" and the Financial Statements included in Exhibit B to this          
Prospectus Supplement and Exhibit B to the Prospectus.                          

                                                        · Enlarge/Download Table

                                                                             May 2,    
                                                                           1994 (Date  
                                     Six Months Ended                     of Inception)
                                          June 30,          Year Ended       through   
                                           1996             December 31,   December 31,
                                        (Unaudited)           1995             1994    
                                     ------------------  ---------------    ---------  
                                                                                        
Revenues                                  $2,381,472      $   659,131      $    -      
Net earnings                               1,689,042          368,779           -      
Cash distributions declared (1)            1,868,487          638,618           -      
Funds from operations (2)                  1,892,079          470,592           -      
Earnings per Share                              0.30             0.19           -      
Cash distributions declared per Share           0.33             0.34           -      
Funds from operations per Share (2)             0.33             0.25           -      
Weighted average number of Shares                                                      
   outstanding (3)                         5,649,041        1,898,350           -      

June 30,    
                                1996        December 31,    December 31,
                        (Unaudited)       1995            1994
                             -----------    -------------   ------------

  Total assets            $70,597,609     $33,603,084     $929,585
  Total equity             66,240,326      31,980,648      200,000

        (1)      Approximately 15 percent and 40 percent of cash distributions
                 ($0.05 and $0.14 per Share) for the six months ended June 30,
            1996 and the year ended December 31, 1995, respectively,
               represents a return of capital in accordance with generally
                accepted accounting principles ("GAAP").  Cash distributions
                treated as a return of capital on a GAAP basis represent the
             amount of cash distributions in excess of accumulated net
               earnings on a GAAP basis.  The Company has not treated such
                 amount as a return of capital for purposes of calculating the
           stockholders' Invested Capital and the Stockholders' 8%
Return, as described in the Prospectus.     

         (2)      Funds from operations are net earnings, excluding depreciation
              of $199,860 and $100,318 and amortization expense of joint
              venture capitalized costs of $3,177 and $1,495 for the six
              months ended June 30, 1996 and the year ended December 31,
           1995, respectively. Funds from operations are generally
              considered by industry analysts to be the most appropriate

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                measure of performance and do not necessarily represent cash
                 provided by operating activities in accordance with generally
          accepted accounting principles and are not necessarily
    indicative of cash available to meed cash needs.

     (3)      The weighted average number of Shares outstanding is based
upon the period the Company was operational.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS 

INTRODUCTION                                                                    

    The Company is a Maryland corporation that was organized on May 2,
1994, to acquire Properties, directly or indirectly through Joint Venture or    
co-tenancy arrangements, to be leased on a long-term, "triple- net" basis to    
operators of certain Restaurant Chains. In addition, the Company may provide    
Mortgage Loans for the purchase of buildings, generally by tenants that lease   
the underlying land from the Company. To a lesser extent, the Company intends to
offer Secured Equipment Leases to operators of Restaurant Chains. Secured       
Equipment Leases will be funded from the proceeds of the Loan, in an amount up  
to 10% of Gross Proceeds from the offering, which the Company has obtained.     

     As of June 30, 1996, the Company owned 68 Properties (including one
Property through a joint venture arrangement consisting of land and building, 29
consisting of land and building, five consisting of building only and 33        
consisting of land only and in connection with which the Company provided       
Mortgage Loans to the tenant for the purchase of the buildings on the           
Properties). Of the 68 Properties, 14 were under construction at June 30, 1996. 
In addition, as of June 30, 1996, the Company had entered into one Secured      
Equipment Lease.                                                                

LIQUIDITY AND CAPITAL RESOURCES                                                 

   In April 1995, the Company commenced an offering of its Shares of
common stock. As of June 30, 1996, the Company had received subscription        
proceeds of $76,816,648 (7,681,665 Shares) from the offering, including $243,167
(24,317 Shares) through the Reinvestment Plan.                                  

       As of June 30, 1996, net proceeds to the Company from its offering of
Shares and capital contributions from the Advisor after deduction of Selling    
Commissions, Marketing Support and Due Diligence Expense Reimbursement Fees and 
Organizational and Offering Expenses, totalled $66,669,610. As of June 30, 1996,
approximately $63,189,000 had been used to invest, or committed for investment, 
in 68 Properties (14 of which were undeveloped land on which a restaurant was   
being constructed), in providing mortgage financing of $12,363,000 to the       
tenants of the 33 Properties consisting of land only and to pay Acquisition Fees
to the Advisor totalling $3,456,749 and certain Acquisition Expenses. The       
Company acquired 11 of the 68 Properties from Affiliates, for purchase prices   
totalling approximately $8,419,000. The Affiliates had purchased and temporarily
held title to these Properties in order to facilitate the acquisition of the    
Properties by the Company. Each Property was acquired at a cost no greater than 
the lesser of the cost of the Property to the Affiliate (including carrying     
costs) or the Property's appraised value. The Company expects to use Net        
Offering Proceeds from the sale of Shares to purchase additional Properties, to 
fund construction costs relating to the Properties under construction and to    
make Mortgage Loans. The number of Properties to be acquired and Mortgage Loans 
to be entered into will depend upon the amount of Net Offering Proceeds         
available to the Company.                                                       

  On March 5, 1996, the Company entered into a line of credit (the
"Loan") and security agreement with a bank. The Loan is to be used by the       
Company to offer Secured Equipment Leases. The Loan provides that the Company   
will be able to receive advances of up to $15,000,000 until March 4, 1998.      
Generally, advances under the Loan will be fully amortizing term loans repayable
in terms equal to the duration of the Secured                                   

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Equipment Leases, but in no event greater than 72 months. In addition, advances 
for short-term needs (to acquire equipment to be leased under Secured Equipment 
Leases) may be requested in an aggregate amount which does not exceed the       
Revolving Sublimit (defined in the Loan as $1,000,000) and such advances may be 
repaid and readvanced; provided, however, that advances made pursuant to the    
Revolving Sublimit shall be converted to term loans the earlier of (i) the end  
of each 60 day period following the closing date (defined in the Loan as March  
5, 1996), or (ii) when the aggregate amount outstanding equals or exceeds       
$1,000,000. Interest on advances made pursuant to the Revolving Sublimit shall  
be paid monthly in arrears. In addition, principal amounts under advances       
pursuant to the Revolving Sublimit, if not sooner paid or converted into term   
loans, shall be paid, together with any unpaid interest relating to such        
advances, to the bank on March 5, 1998. Generally, all advances under the Loan  
will bear interest at either (i) a rate per annum equal to 215 basis points     
above the Reserve Adjusted LIBOR Rate (as defined in the Loan) or (ii) a rate   
per annum equal to the bank's prime rate, whichever the Company selects at the  
time advances are made. As a condition of obtaining the Loan, the Company agreed
to grant to the bank a first security interest in the Secured Equipment Leases. 
In connection with the Loan, the Company incurred a commitment fee, legal fees  
and closing costs of $53,500 relating to the Loan. As of June 30, 1996, the     
Company had obtained two advances totalling $603,745 relating to the Loan. The  
proceeds were used to fund a Secured Equipment Lease at a cost of approximately 
$550,000, including a Secured Equipment Lease Servicing Fee of $10,776 to the   
Advisor and to pay loan costs of $53,500 described above. The Company expects to
use the proceeds of the Loan to fund the Secured Equipment Lease program, as    
described above. The Company intends to limit advances under the Loan to 10% of 
Gross Proceeds of the offering.                                                 

  The Company has entered into various development agreements with
tenants which provide terms and specifications for the construction of buildings
the tenants have agreed to lease once construction is completed. The agreements 
provide a maximum amount of development costs (including the purchase price of  
the land and closing costs) to be paid by the Company. The aggregate maximum    
development costs the Company has agreed to pay is approximately $17,499,600, of
which approximately $11,111,000 in land and other costs had been incurred as of 
June 30, 1996. The buildings under construction as of June 30, 1996, are        
expected to be operational by October 1996. In connection with the purchase of  
each Property, the Company, as lessor, entered into a long-term lease agreement.

     During the period July 1, 1996 through October 3, 1996, the Company
acquired 15 additional Properties (two Properties consisting of land and        
building, 12 Properties consisting of undeveloped land on which restaurants are 
being constructed and one Property consisting of building only) for cash at a   
total cost of approximately $10,001,000, excluding development and closing      
costs. The development costs (including the purchase of the land and closing    
costs) to be paid by the Company relating to the 12 Properties under            
construction are estimated to be approximately $14,215,000. The buildings under 
construction are expected to be operational by March 1997.                      

        The Company presently is negotiating to acquire additional Properties,
but as of October 3, 1996, had not acquired any such Properties.                

      In addition, during the period July 1, 1996 through October 3, 1996,
the Company obtained four additional advances totalling approximately $1,814,000
under its $15,000,000 Loan. The proceeds of the advances were used to fund three
Secured Equipment Leases at a cost of approximately $1,814,000, including       
Secured Equipment Lease Servicing Fees of $35,516 paid to the Advisor.          

         In connection with the Company's advances under the Loan, as of October
3, 1996, the Company had converted a total of approximately $2,271,000 from     
variable rate advances to fixed rate advances (at rates ranging from 8.75% to   
nine percent per annum).                                                        

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       As of October 3, 1996, the Company had received subscription proceeds
of $104,484,211 (10,448,421 Shares) from 5,788 stockholders, including $391,348 
(39,135 Shares) issued pursuant to the Reinvestment Plan. As of October 3, 1996,
the Company had invested, or committed for investment, approximately $80,000,000
of such proceeds in 83 Properties, had provided mortgage financing to the       
tenants of the 33 Properties consisting of land only through Mortgage Loans, and
had paid Acquisition Fees and Acquisition Expenses, leaving approximately       
$11,900,000 in Net Offering Proceeds available for investment in Properties and 
Mortgage Loans. As of October 3, 1996, the Company had incurred $4,701,789 in   
Acquisition Fees due to the Advisor.                                            

       Properties are and will be leased on a triple-net basis, meaning that
tenants are generally required to pay all repairs and maintenance, property     
taxes, insurance and utilities. Rental payments under the leases are expected to
exceed the Company's operating expenses. For these reasons, no short-term or    
long-term liquidity problems currently are anticipated by management.           

       Until Properties are acquired, or Mortgage Loans are entered into, by
the Company, all offering proceeds are held in short-term, highly liquid        
investments which management believes to have appropriate safety of principal.  
This investment strategy provides high liquidity in order to facilitate the     
Company's use of these funds to acquire Properties at such time as Properties   
suitable for acquisition are located or to fund Mortgage Loans. At June 30,     
1996, the Company had $13,369,577 invested in such short-term investments as    
compared to $11,508,445 at December 31, 1995. The increase in the amount        
invested in short-term investments reflects subscription proceeds derived from  
the sale of shares during the six months ended June 30, 1996. These funds will  
be used primarily to purchase and develop or renovate Properties (directly or   
indirectly through joint venture arrangements), to make Mortgage Loans, to pay  
organization and offering and acquisition costs, to pay Distributions to        
stockholders, to meet Company expenses and, in management's discretion, to      
create cash reserves.                                                           

       During the six months ended June 30, 1996 and 1995, Affiliates of the
Company incurred on behalf of the Company $495,800 and $222,894, respectively,  
for certain Organizational and Offering Expenses. In addition, during the six   
months ended June 30, 1996 and 1995, Affiliates of the Company incurred on      
behalf of the Company $107,383 and $42,703 for certain Acquisition Expenses and 
$149,802 and $12,680 for certain Operating Expenses. As of June 30, 1996, the   
Company owed the Advisor $121,283 for such amounts, accounting and              
administrative expenses and Acquisition Fees. As of August 6, 1996, the Company 
had reimbursed all such amounts. The Advisor has agreed to pay or reimburse to  
the Company all Organizational and Offering Expenses in excess of three percent 
of gross offering proceeds. Other liabilities to unrelated parties increased to 
$3,852,773 at June 30, 1996, from $1,173,776 at December 31, 1995, primarily as 
a result of the accrual of construction costs incurred and unpaid as of June 30,
1996.                                                                           

 During the six months ended June 30, 1996 and 1995, the Company
generated cash from operations (which includes cash received from tenants and   
interest and other income received, less cash paid for operating expenses) of   
$1,568,399 and $7,970, respectively. Based on current and anticipated future    
cash from operations, the Company declared Distributions to the stockholders of 
$1,868,487 and $15,148 during the six months ended June 30, 1996 and 1995,      
respectively ($1,100,354 and $15,148 for the quarters ended June 30, 1996 and   
1995, respectively). On July 1, 1996, August 1, 1996, and September 1, 1996, the
Company declared Distributions to its stockholders totalling $458,646, $515,906 
and $559,599, respectively, payable in September 1996. In addition, on October  
1, 1996, the Company declared Distributions to its stockholders totalling       
$615,914 payable in December 1996. For the six months ended June 30, 1996,      
approximately 85 percent of the Distributions received by stockholders were     
considered to be ordinary income and 15 percent were considered a return of     
capital for federal income tax purposes. However, no amounts distributed or to  
be distributed to the stockholders as of October 3, 1996, are required to be or 
have been treated by the Company as a return of capital for purposes of         
calculating the stockholders' return on their Invested Capital.                 

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   Management believes that the Properties are adequately covered by
insurance. The Advisor has obtained contingent liability and property coverage  
for the Company. This insurance policy is intended to reduce the Company's      
exposure in the unlikely event a tenant's insurance policy lapses or is         
insufficient to cover a claim relating to the Property.                         

        The Company's investment strategy of acquiring Properties for cash and
leasing them under triple-net leases to operators who meet specified financial  
standards is expected to minimize the Company's Operating Expenses. Accordingly,
management believes that any anticipated decrease in the Company's liquidity in 
1996, due to its investment of available Net Offering Proceeds in Properties and
Mortgage Loans, will not have an adverse effect on the Company's operations.    
During the operational stage, management believes that the leases will generate 
cash flow in excess of Operating Expenses. Since the leases are expected        
generally to have an initial term of 15 to 20 years, with two or more five-year 
renewal options, and provide for specified percentage rent in addition to the   
annual base rent and, in certain cases, increases in the base rent at specified 
times during the terms of the leases, it is anticipated that rental income will 
increase over time.                                                             

         Due to anticipated low Operating Expenses, rental income expected to be
obtained from Properties after they are acquired, the fact that as of October 3,
1996, the Company had entered into Secured Equipment Leases for amounts borrowed
under the Loan and the fact that payments due to the Company from the Secured   
Equipment Leases are expected to exceed debt service requirements for the Loan, 
management does not believe that working capital reserves will be necessary at  
this time. Management has the right to cause the Company to maintain reserves   
if, in their discretion, they determine such reserves are required to meet the  
Company's working capital needs.                                                

    Management expects that the cash generated from operations will be
adequate to pay Operating Expenses.                                             

RESULTS OF OPERATIONS                                                           

    No significant operations commenced until the Company received the
minimum offering proceeds of $1,500,000 on June 1, 1995.                        

         As of June 30, 1996, the Company and its consolidated joint venture had
purchased 68 Properties, including one which is owned through a Joint Venture   
consisting of land and building, 29 Properties consisting of land and building, 
five Properties consisting of building only and 33 Properties consisting of land
only, and entered into lease agreements relating to these Properties. The leases
provide for minimum base annual rental payments (payable in monthly             
installments) ranging from approximately $89,700 to $467,500. In addition,      
certain leases provide for percentage rent based on sales in excess of a        
specified amount. The majority of the leases also provide that, commencing in   
generally the sixth lease year, the annual base rent required under the terms of
the leases will increase.                                                       

         During the six months ended June 30, 1996 and 1995, the Company and its
consolidated joint venture, CNL/Corral South Joint Venture, earned $1,704,185   
and $369, respectively, in rental income from operating leases and earned income
from the direct financing lease from 54 Properties and "interim rent" for nine  
of the 14 Properties under construction at June 30, 1996, $905,104 and $369 of  
which was earned during the quarters ended June 30, 1996 and 1995, respectively.
No rental income was earned for five of the 14 Properties under construction as 
of June 30, 1996, due to the fact that rent does not generally commence until   
the earlier of (i) the date the restaurant opens for business to the public,    
(ii) the date the certificate of occupancy for the restaurant is issued or (iii)
a specified time after the execution of the lease (ranging from 150 to 180      
days). As of October 3, 1996, four of these Properties were operational and     
rental payments had commenced. The                                              

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fifth Property is expected to be operational by April 1997. Because the Company 
did not commence significant operations until it received the minimum offering  
proceeds on June 1, 1995, and has not yet acquired all of its Properties,       
revenues for the six months ended June 30, 1996, represent only a portion of    
revenues which the Company is expected to earn in future periods in which the   
Company's Properties are operational.                                           

         During the six months ended June 30, 1996, the Company entered into two
Mortgage Loans in the principal sum of $12,363,000, collateralized by a mortgage
on the buildings relating to 33 Pizza Hut Properties. The Mortgage Loans bear   
interest at a rate of 10.75% per annum and are being collected in 240 equal     
monthly installments totalling $125,513. In connection therewith, the Company   
earned $465,498 in interest income relating to such Mortgage Loans during the   
six months ended June 30, 1996, $280,549 of which was earned during the quarter 
ended June 30, 1996.                                                            

   During the quarter ended June 30, 1996, two lessees, or groups of
affiliated lessees of the Company, Golden Corral Corporation and Castle Hill    
Holdings V, L.L.C. and Castle Hill Holdings VI, L.L.C. (hereinafter referred to 
as Castle Hill), each contributed more than ten percent of the Company's total  
rental income. Golden Corral Corporation is the lessee under leases relating to 
five restaurants and Castle Hill is the lessee under leases relating to 33      
restaurants. During the quarter ended June 30, 1996, the Company also earned    
$280,549 in interest income from mortgage notes receivable under which Castle   
Hill is the borrower. In addition, two restaurant chains, Golden Corral Family  
Steakhouse and Pizza Hut each accounted for more than ten percent of the        
Company's total rental income during the quarter ended June 30, 1996. Because   
the Company has not yet completed its acquisition of Properties, it is not      
possible to determine which lessees or Restaurant Chains will contribute more   
than ten percent of the Company's rental income during the remainder of 1996 and
subsequent years, with the exception of Castle Hill and Pizza Hut, both of which
the Company anticipates will contribute more than ten percent of the Company's  
income during the remainder of 1996 and subsequent years. In the event that     
certain lessees, borrowers or Restaurant Chains contribute more than ten percent
of the Company's total income in the current and future years, any failure of   
such lessees, borrowers or Restaurants Chains could materially affect the       
Company's income.                                                               

      During the six months ended June 30, 1996 and 1995, the Company also
earned $211,789 and $7,828, respectively, in interest income from investments in
money market accounts or other short-term, highly liquid investments and other  
income, $135,940 and $7,828 of which was earned during the quarters ended June  
30, 1996 and 1995, respectively. Interest income from investing in money market 
accounts or other short-term, highly liquid investments is expected to increase 
as the Company invests subscription proceeds in highly liquid investments       
pending the acquisition of Properties or investing in Mortgage Loans. However,  
as Net Offering Proceeds are invested in Properties and used to make Mortgage   
Loans, interest income from investments in money market accounts or other       
short-term, highly liquid investments is expected to decrease.                  

      Operating expenses, including depreciation and amortization expense,
were $670,107 and $3,742 for the six months ended June 30, 1996 and 1995,       
respectively, of which $369,568 and $3,742 were incurred during the quarters    
ended June 30, 1996 and 1995, respectively. Operating expenses increased during 
the quarter and six months ended June 30, 1996, as compared to the quarter and  
six months ended June 30, 1995, primarily as a result of the fact that the      
Company did not commence operations until June 1, 1995. General and             
administrative expenses as a percentage of total revenues is expected to        
decrease as the Company acquires additional Properties and the Properties under 
construction become operational. However, depreciation and amortization expense 
is expected to increase as the Company acquires additional Properties.          

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THE ADVISOR AND THE ADVISORY AGREEMENT

THE ADVISORY AGREEMENT                                                          

      The Advisory Agreement was renewed for a period of one year with the
unanimous approval of the Board of Directors, including the Independent         
Directors, and shall expire on April 19, 1997, subject to successive one-year   
renewals upon mutual consent of the parties.                                    

SUMMARY OF THE
ARTICLES OF INCORPORATION AND BYLAWS

DESCRIPTION OF CAPITAL STOCK                                                    

      The Company will not issue share certificates except to stockholders
who make a written request to the Company.                                      

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ADDENDUM TO 
EXHIBIT B 

FINANCIAL INFORMATION 

THE UPDATED PRO FORMA FINANCIAL STATEMENTS AND THE UNAUDITED FINANCIAL          
STATEMENTS OF CNL AMERICAN PROPERTIES FUND, INC. CONTAINED IN THIS ADDENDUM     
SHOULD BE READ IN CONJUNCTION WITH EXHIBIT B TO THE ATTACHED PROSPECTUS, DATED  
APRIL 26, 1996.                                                                 

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CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY

INDEX TO UPDATED FINANCIAL STATEMENTS 

                                                        · Enlarge/Download Table

                                                                                           Page 
                                                                                           ---- 
                                                                                                
Pro Forma Consolidated Financial Information (unaudited):                                       

   Pro Forma Consolidated Balance Sheet as of June 30, 1996                                 B-2 

   Pro Forma Consolidated Statement of Earnings for the six months ended June 30, 1996      B-3 

   Pro Forma Consolidated Statement of Earnings for the year ended December 31, 1995        B-4 

   Notes to Pro Forma Consolidated Financial Statements for the six months ended                

      June 30, 1996 and the year ended December 31, 1995                                    B-5 

Updated Unaudited Condensed Consolidated Financial Statements:                                  

   Condensed Consolidated Balance Sheets as of June 30, 1996 and December 31, 1995          B-9 

   Condensed Consolidated Statements of Earnings for the six months ended June 30, 1996         

      and 1995                                                                              B-10

   Condensed Consolidated Statements of Stockholders' Equity for the six months                 
      ended June 30, 1996 and the year ended December 31, 1995                              B-11

   Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 1996       
       and 1995                                                                             B-12

   Notes to Condensed Consolidated Financial Statements for the six months ended June 30,       
      1996 and 1995                                                                         B-14

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PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

         The following Pro Forma Consolidated Balance Sheet of the Company gives
effect to (i) property acquisition transactions from inception through June 30, 
1996, including the receipt of $76,816,648 in gross offering proceeds from the  
sale of 7,681,665 shares of common stock pursuant to a Form S-11 under the      
Securities Act of 1933, as amended, effective March 29, 1995, and the           
application of such proceeds to purchase 68 properties (including 29 properties 
which consist of land and building, one property through a joint venture        
arrangement which consists of land and building, five properties which consist  
of building only and 33 properties consisting of land only), 14 of which were   
under construction at June 30, 1996, to provide mortgage financing to the       
lessees of the 33 properties consisting of land only, and to pay organizational 
and offering expenses, acquisition fees and miscellaneous acquisition expenses, 
(ii) the receipt of $27,667,563 in gross offering proceeds from the sale of     
2,766,756 additional shares of common stock during the period July 1, 1996      
through October 3, 1996, and (iii) the application of such funds and $1,124,908 
of cash and cash equivalents at June 30, 1996, to purchase 15 additional        
properties acquired during the period July 1, 1996 through October 3, 1996 (12  
of which are under construction and consist of land and building, two properties
which consist of land and building and one property which consists of building  
only), to pay additional costs for the 14 properties under construction at June 
30, 1996, and to pay offering expenses, acquisition fees and miscellaneous      
acquisition expenses, all as reflected in the pro forma adjustments described in
the related notes. The Pro Forma Consolidated Balance Sheet as of June 30, 1996,
includes the transactions described in (i) above from its historical            
consolidated balance sheet, adjusted to give effect to the transactions in (ii) 
and (iii) above, as if they had occurred on June 30, 1996.                      

      The Pro Forma Consolidated Statements of Earnings for the six months
ended June 30, 1996 and the year ended December 31, 1995, include the historical
operating results of the properties described in (i) above from the dates of    
their acquisitions plus operating results for the seven of the 83 properties    
that were owned by the Company as of October 3, 1996, and had a previous rental 
history prior to the Company's acquisition of such properties, from (A) the     
later of (1) the date the property became operational as a rental property by   
the previous owner or (2) June 2, 1995 (the date the Company became             
operational), to (B) the earlier of (1) the date the property was acquired by   
the Company or (2) the end of the pro forma period presented. No pro forma      
adjustments have been made to the Pro Forma Consolidated Statements of Earnings 
for the remaining 76 properties owned by the Company as of October 3, 1996, due 
to the fact that these properties did not have a previous rental history.       

    This pro forma consolidated financial information is presented for
informational purposes only and does not purport to be indicative of the        
Company's financial results or condition if the various events and transactions 
reflected therein had occurred on the dates, or been in effect during the       
periods, indicated. This pro forma consolidated financial information should not
be viewed as predictive of the Company's financial results or conditions in the 
future.                                                                         

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CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

JUNE 30, 1996 

                                                        · Enlarge/Download Table

                                                           Pro Forma                  
               ASSETS                      Historical     Adjustments      Pro Forma  
                                                                                      
Land and buildings on operating                                                       
  leases, less accumulated depreciation    $39,754,572   $15,942,807 (a)  $55,697,379 
Net investment in direct                                                              
  financing leases (b)                       3,071,035     7,484,840 (a)   10,555,875 
Cash and cash equivalents                   13,369,577    (1,124,908)(a)   12,244,669 
Receivables                                    114,842                        114,842 
Mortgage notes receivable                   12,432,362                     12,432,362 
Prepaid expenses                                31,396                         31,396 
Organization costs, less accumulated                                                  
  amortization                                  15,682                         15,682 
Loan costs, less accumulated amortization       44,871                         44,871 
Accrued rental income                          215,222                        215,222 
Other assets                                 1,548,050        53,804 (a)    1,601,854 
                                           -----------   -----------      ----------- 

                                           $70,597,609   $22,356,543      $92,954,152 
                                           ===========   ===========      =========== 

LIABILITIES AND STOCKHOLDERS' EQUITY                                                  

Liabilities:                                                                          

  Note payable                             $   603,745                    $   603,745 
  Accrued interest payable                       2,462                          2,462 
  Accrued construction costs payable         3,097,615   $(3,097,615)(a)           -  
  Accounts payable and accrued expenses         74,460                         74,460 
  Escrowed real estate taxes payable             9,696                          9,696 
  Due to related parties                       206,702                        206,702 
  Deferred financing income                     42,518                         42,518 
  Rents paid in advance                         22,277                         22,277 
                                           -----------   -----------      ----------- 
      Total liabilities                      4,059,475    (3,097,615)         961,860 
                                           -----------   -----------      ----------- 

Minority interest                              297,808            -           297,808 
                                           -----------   -----------      ----------- 

Stockholders' equity:                                                                 
  Preferred stock, without par value.                                                 

    Authorized and unissued 3,000,000                                                 
    shares                                          -                              -  
  Excess shares, $.01 par value per                                                   
    share.  Authorized and unissued                                                   
    23,000,000 shares                               -                              -  
  Common stock, $.01 par value per share.                                             
    Authorized 20,000,000 shares; issued                                              
    and outstanding 7,701,665 shares;                                                 
    issued and outstanding, as adjusted,                                              
    10,468,421 shares                           77,017        27,668 (a)      104,685 
  Capital in excess of par value            66,612,593    25,426,490 (a)   92,039,083 
  Accumulated distributions in excess                                                 
    of net earnings                           (449,284)                      (449,284)
                                           -----------   -----------      ----------- 
                                            66,240,326    25,454,158       91,694,484 
                                           -----------   -----------      ----------- 

                                           $70,597,609   $22,356,543      $92,954,152 
                                           ===========   ===========      =========== 

See accompanying notes to unaudited pro forma consolidated financial statements.

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CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
SIX MONTHS ENDED JUNE 30, 1996

                                                                · Download Table

                                                Pro Forma                 
                                  Historical   Adjustments     Pro Forma  
                                                                          
Revenues:                                                                 
  Rental income from                                                      
    operating leases              $1,618,001   $   43,538 (1)  $1,661,539 
  Earned income from                                                      
    direct financing leases (2)       86,184       34,282 (1)     120,466 
  Interest income from                                                    
    mortgage notes receivable        465,498                      465,498 
  Other interest and income          211,789      (16,508)(3)     195,281 
                                  ----------   ----------      ---------- 
                                   2,381,472       61,312       2,442,784 
                                  ----------   ----------      ---------- 

Expenses:                                                                 
  General operating and                                                   
    administrative                   269,319                      269,319 
  Professional services               48,391                       48,391 
  Asset and mortgage management                                           
    fees to related party             97,673        4,352 (4)     102,025 
  State and other taxes               12,384        1,129 (5)      13,513 
  Interest expense                     3,578                        3,578 
  Depreciation and amortization      238,762        3,300 (6)     242,062 
                                  ----------   ----------      ---------- 
                                     670,107        8,781         678,888 
                                  ----------   ----------      ---------- 

Earnings Before Minority                                                  
  Interest in Earnings of                                                 
  Consolidated Joint Venture       1,711,365       52,531       1,763,896 

Minority Interest in Earnings of                                          
  Consolidated Joint Venture         (22,323)                     (22,323)
                                  ----------   ----------      ---------- 

Net Earnings                      $1,689,042   $   52,531      $1,741,573 
                                  ==========   ==========      ========== 

Earnings Per Share of                                                     
  Common Stock                    $      .30                   $      .31 
                                  ==========                   ========== 

Weighted Average Number of                                                
  Shares of Common Stock                                                  
  Outstanding                      5,649,041                    5,649,041 
                                  ==========                   ========== 

See accompanying notes to unaudited pro forma consolidated financial statements.

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CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
YEAR ENDED DECEMBER 31, 1995

                           Pro Forma
                           Historical     Adjustments      Pro Forma

Revenues:                                                                       
Rental income from                                                          
operating leases              $ 498,817       $ 96,945 (1)    $ 595,762 
Earned income from direct                                                   
financing leases (2)             28,935                          28,935 
Contingent rental income           12,024                          12,024   
Interest income                   119,355        (29,664)(3)       89,691   
                             ---------      ---------        ---------
                               659,131         67,281          726,412
                             ---------      ---------        ---------

Expenses:                                                                       
General operating and                                                       
administrative                  134,759                         134,759 
Professional services               8,119                           8,119   
Asset management fee to                                                     
related party                    23,078          4,368 (4)       27,446 
State taxes                        20,189          1,769 (5)       21,958   
Depreciation and amortization     104,131         14,700 (6)      118,831   
                             ---------      ---------        ---------
                               290,276         20,837          311,113
                             ---------      ---------        ---------

Earnings Before Minority                                                        
Interest in Earnings of                                                     
Consolidated Joint Venture        368,855         46,444          415,299   

Minority Interest in Earnings                                                   
of Consolidated Joint Venture         (76)                            (76)  
                             ---------      ---------        ---------

Net Earnings                      $ 368,779      $  46,444        $ 415,223     
                             =========      =========        =========

Earnings Per Share of                                                           
Common Stock (7)                $     .19                       $     .22   
                             =========                       =========

Weighted Average Number                                                         
of Shares of Common Stock                                                   
Outstanding (7)                 1,898,350                       1,905,970   
                             =========                       =========

See accompanying notes to unaudited pro forma consolidated financial statements.

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CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1996
AND THE YEAR ENDED DECEMBER 31, 1995

Pro Forma Consolidated Balance Sheet:                                           

(a)      Represents gross proceeds of $27,667,563 from the issuance of 2,766,756
       shares of common stock during the period July 1, 1996 through October
       3, 1996 and $1,124,908 of cash and cash equivalents at June 30, 1996,
 used (i) to acquire 15 properties for $16,423,219 (of which one
      property consists of building only and 14 properties consist of land
        and building), (ii) to fund estimated construction costs of $8,910,807
        ($3,097,615 of which was accrued as construction costs payable at June
        30, 1996) relating to 14 wholly-owned properties under construction at
        June 30, 1996, (iii) to pay acquisition fees of $1,245,040 ($1,191,236
of which was allocated to properties and $53,804 of which was 
        classified as other assets and will be allocated to future properties)
      and to pay selling commissions and offering expenses (stock issuance
        costs) of $2,213,405, which have been netted against capital in excess
of par value.                                                 

         The pro forma adjustments to land and buildings on operating leases and
    net investment in direct financing leases as a result of the above
transactions were as follows:                                 

                                                                · Download Table

                                      Estimated                                
                                    purchase price                             
                                   (including con-                             
                                    struction and      Acquisition             
                                    closing costs)        fees                 
                                    and additional      allocated              
                                  construction costs   to property       Total 
                                                                                
Boston Market in Corvallis, OR      $   906,684       $    48,573   $   955,257
Jack in the Box in Houston, TX          893,681            47,876       941,557
Arby's in Kendallville, IN              738,326            39,553       777,879
Boston Market in Rockwall, TX           758,432            40,630       799,062
Boston Market in Upland, CA             969,780            51,953     1,021,733
Jack in the Box in Houston, TX          911,104            48,809       959,913
Applebee's in Montclair, CA           1,593,906            85,388     1,679,294
Golden Corral in Brooklyn, OH           986,780            52,863     1,039,643
Boston Market in La Quinta, CA          943,388            50,539       993,927
Boston Market in Merced, CA             923,356            49,465       972,821
Arby's in Avon, IN                      789,676            42,304       831,980
Ryan's in Spring Hill, FL             1,852,027            99,215     1,951,242
Applebee's in Salinas, CA             1,325,026            70,983     1,396,009
Boston Market in Florissant, MO       1,253,881            67,172     1,321,053
Burger King in Chicago, IL            1,577,172            84,491     1,661,663
Fourteen wholly owned properties                                               
  under construction at                                                        
  June 30, 1996                       5,813,192           311,422     6,124,614
                                    -----------       -----------   -----------

                                    $22,236,411       $ 1,191,236   $23,427,647
                                    ===========       ===========   ===========

Adjustment classified                                                          
  as follows:                                                                  

    Land and buildings on                                                      
      operating leases                                              $15,942,807
    Net investment in                                                          
      direct financing                                                         
      leases                                                          7,484,840
                                                                     ----------
                                                                    $23,427,647
                                                                    ===========

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CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL 
STATEMENTS - CONTINUED
FOR THE SIX MONTHS ENDED JUNE 30, 1996
AND THE YEAR ENDED DECEMBER 31, 1995

Pro Forma Consolidated Balance Sheet - Continued:                               

(b)      In accordance with generally accepted accounting principles, leases in 
    which the present value of future minimum lease payments equals or
       exceeds 90 percent of the value of the related properties are treated
   as direct financing leases rather than as land and buildings. The
         categorization of the leases has no effect on rental revenues received.
        The building portions of ten of the properties have been classified as
direct financing leases.                                      

Pro Forma Consolidated Statements of Earnings:                                  

(1)      Represents rental income from operating leases and earned income from  
     direct financing leases for the seven of the 83 properties acquired
        during the period June 2, 1995 (the date the Company began operations)
      through October 3, 1996 which had a previous rental history prior to
the acquisition of the property by the Company (the "Pro Forma
       Properties"), for the period commencing (A) the later of (i) the date
       the Pro Forma Property became operational as a rental property by the
  previous owner or (ii) June 2, 1995 (the date the Company became
         operational), to (B) the earlier of (i) the date the Pro Forma Property
     was acquired by the Company or (ii) the end of the pro forma period
         presented.  Each of the seven Pro Forma Properties was acquired from an
         affiliate who had purchased and temporarily held title to the property.
        The noncancellable leases for the Pro Forma Properties in place during
    the period the affiliate owned the properties were assigned to the
         Company at the time the Company acquired the properties.  The following
        presents the actual date the Pro Forma Properties were acquired by the
       Company as compared to the date the Pro Forma Properties were treated
      as becoming operational as a rental property for purposes of the Pro
Forma Consolidated Statements of Earnings.                    

                                                          Date Pro Forma
                                       Date Placed       Property Became
                                        in Service        Operational as
                                      By the Company     Rental Property

Jack in the Box in                                      
         Los Angeles, CA                June 1995            June 1995

Kenny Rogers Roasters in                                
         Grand Rapids, MI              August 1995           June 1995

Kenny Rogers Roasters in                                
         Franklin, TN                  August 1995           June 1995

        Denny's in Pasadena, TX        September 1995        August 1995

        Denny's in Shawnee, OK         September 1995        August 1995

         Denny's in Grand Rapids, MI      March 1996        September 1995

         Denny's in McKinney, TX           June 1996         December 1995

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CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL 
STATEMENTS - CONTINUED
FOR THE SIX MONTHS ENDED JUNE 30, 1996
AND THE YEAR ENDED DECEMBER 31, 1995

Pro Forma Consolidated Statements of Earnings - Continued:                      

    In accordance with generally accepted accounting principles, lease
 revenue from leases accounted for under the operating method is
         recognized over the terms of the leases. For operating leases providing
escalating guaranteed minimum rents, income is reported on a  
        straight-line basis over the terms of the leases. For leases accounted
   for as direct financing leases, future minimum lease payments are
         recorded as a receivable. The difference between the receivable and the
       estimated residual values less the cost of the properties is recorded
     as unearned income. The unearned income is amortized over the lease
    terms to provide a constant rate of return. Accordingly, pro forma
   rental income from operating leases and earned income from direct
      financing leases does not necessarily represent rental payments that
         would have been received if the properties had been operational for the
full pro forma period.                                        

     Generally, the leases provide for the payment of percentage rent in
  addition to base rental income. However, due to the fact that no
       percentage rent was due under the leases for the Pro Forma Properties
       during the portion of 1996 and 1995 that the previous owners held the
    properties, no pro forma adjustment was made for percentage rental
  income for the six months ended June 30, 1996 and the year ended
December 31, 1995.                                            

(2)      See Note (b) under "Pro Forma Consolidated Balance Sheet" above for a  
description of direct financing leases.                       

(3)      Represents adjustment to interest income due to the decrease in the    
      amount of cash available for investment in interest bearing accounts
         during the periods commencing (A) on the later of (i) the dates the Pro
 Forma Properties became operational as rental properties by the
   previous owners or (ii) June 2, 1995 (the date the Company became
  operational), through (B) the earlier of (i) the actual dates of
acquisition by the Company or the end of the pro forma period 
     presented, as described in Note (1) above.  The estimated pro forma
    adjustment is based upon the fact that interest income on interest
         bearing accounts was earned at a rate of approximately four percent per
        annum by the Company during the six months ended June 30, 1996 and the
year ended December 31, 1995.                                 

(4)      Represents incremental increase in asset management fees relating to   
        the Pro Forma Properties for the period commencing (A) on the later of
    (i) the date the Pro Forma Properties became operational as rental
      properties by the previous owners or (ii) June 2, 1995 (the date the
      Company became operational), through (B) the earlier of (i) the date
       the Pro Forma Properties were acquired by the Company or (ii) the end
    of the pro forma period presented, as described in Note (1) above.
       Asset management fees are equal to 0.60% of the Company's Real Estate
      Asset Value (estimated to be approximately $6,219,000 and $5,241,000
         for the Pro Forma Properties for the six months ended June 30, 1996 and
    the year ended December 31, 1995, respectively), as defined in the
Company's prospectus.                                         

(5)      Represents adjustment to state tax expense due to the incremental      
     increase in rental revenues of Pro Forma Properties.  Estimated pro
      forma state tax expense was calculated based on an analysis of state
      laws of the various states in which the Company has acquired the Pro
Forma Properties.  The estimated pro forma state taxes consist
primarily of income and franchise taxes ranging from zero to  
        approximately five percent of the Company's pro forma rental income of
         each Pro Forma Property.  Due to the fact that the Company's leases are
      triple net, the Company has not included any amounts for real estate
taxes in the pro forma statement of earnings.                 

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CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL 
STATEMENTS - CONTINUED
FOR THE SIX MONTHS ENDED JUNE 30, 1996
AND THE YEAR ENDED DECEMBER 31, 1995

Pro Forma Consolidated Statements of Earnings - Continued:                      

(6)      Represents incremental increase in depreciation expense of the building
        portions of the Pro Forma Properties accounted for as operating leases
    using the straight-line method over an estimated useful life of 30
years.                                                        

(7)      Historical earnings per share were calculated based upon the weighted  
     average number of shares of common stock outstanding during the six
   months ended June 30, 1996, and during the period the Company was
         operational, June 2, 1995 (the date following when the Company received
    the minimum offering proceeds and funds were released from escrow)
through December 31, 1995.                                    

       As a result of three of the six Pro Forma Properties being treated in
     the Pro Forma Consolidated Statement of Earnings for the year ended
       December 31, 1995, as placed in service on June 2, 1995 (the date the
        Company became operational), the Company assumed approximately 347,100
      shares of common stock were sold, and the net offering proceeds were
 available for investment, on June 2, 1995. Due to the fact that
     approximately 184,800 of these shares of common stock were actually
    sold subsequently, during the period June 3, 1995 through June 20,
     1995, the weighted average number of shares outstanding for the pro
         forma period was adjusted. Pro forma earnings per share were calculated
  based upon the weighted average number of shares of common stock
outstanding, as adjusted, during the period the Company was   
operational, June 2, 1995 through December 31, 1995.          

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CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS 

                                        June 30,        December 31,
     ASSETS                           1996              1995
                                      -----------      -----------

Land and buildings on operating leases,                                         
less accumulated depreciation              $39,754,572     $19,723,726      
Net investment in direct financing leases      3,071,035       1,373,882        
Cash and cash equivalents                     13,369,577      11,508,445        
Receivables                                      114,842         113,613        
Mortgage notes receivable                     12,432,362              -         
Prepaid expenses                                  31,396           8,090        
Organization costs, less accumulated                                            
amortization of $4,318 and $2,318               15,682          17,682      
Loan costs, less accumulated amorti-                                            
zation of $8,629 at June 30, 1996               44,871              -       
Accrued rental income                            215,222          39,142        
Other assets                                   1,548,050         818,504        
                                     -----------     -----------

                                     $70,597,609     $33,603,084
                                     ===========     ===========

LIABILITIES AND STOCKHOLDERS' EQUITY                                        

Note payable                                 $   603,745     $        -         
Accrued interest payable                           2,462              -         
Accrued construction costs payable             3,097,615       1,058,825        
Accounts payable and accrued expenses             74,460          79,904        
Escrowed real estate taxes payable                 9,696           9,696        
Due to related parties                           206,702         248,584        
Deferred financing income                         42,518              -         
Rents paid in advance                             22,277          25,351        
                                     -----------     -----------
Total liabilities                        4,059,475       1,422,360  
                                     -----------     -----------

Minority interest                                297,808         200,076        
                                     -----------     -----------

Commitments (Note 13)                                                           

Stockholders' equity:                                                           
Preferred stock, without par value.                                         
Authorized and unissued 3,000,000                                       
shares                                            -               -     
Excess shares, $.01 par value per share.                                    
Authorized and unissued 23,000,000                                      
shares                                            -               -     
Common stock, $.01 par value per share.                                     
Authorized 20,000,000 shares, issued                                    
and outstanding 7,701,665 and 3,865,416,                                
respectively                                  77,017          38,654    
Capital in excess of par value              66,612,593      32,211,833      
Accumulated distributions in excess of                                      
net earnings                                (449,284)       (269,839)   
                                     -----------     -----------
Total stockholders' equity              66,240,326      31,980,648  
                                     -----------     -----------

                                     $70,597,609     $33,603,084
                                     ===========     ===========

See accompanying notes to condensed consolidated financial statements.

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CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS 

                                                                · Download Table

                                 Quarter Ended              Six Months Ended       
                                    June 30,                    June 30,           
                             1996             1995        1996              1995   
                          ----------       ----------  ----------        ----------
                                                                                   
Revenues:                                                                          
  Rental income from                                                               
    operating leases      $  854,846       $      369  $1,618,001        $      369
  Earned income from                                                               
    direct financing                                                               
    lease                     50,258               -       86,184                - 
  Interest income from                                                             
    mortgage notes                                                                 
    receivable               280,549               -      465,498                - 
  Other interest and                                                               
    income                   135,940            7,828     211,789             7,828
                          ----------       ----------  ----------        ----------
                           1,321,593            8,197   2,381,472             8,197
                          ----------       ----------  ----------        ----------

Expenses:                                                                          
  General operating and                                                            
    administrative           140,371            3,352     269,319             3,352
  Professional services       18,699               -       48,391                - 
  Asset and mortgage                                                               
    management fees to                                                             
    related party             57,303               -       97,673                - 
  State and other taxes        9,486               19      12,384                19
  Interest expense             3,419               -        3,578                - 
  Depreciation and                                                                 
    amortization             140,290              371     238,762               371
                          ----------       ----------  ----------        ----------
                             369,568            3,742     670,107             3,742
                          ----------       ----------  ----------        ----------

Earnings Before Minority                                                           
  Interest in Income of                                                            
  Consolidated Joint                                                               
  Venture                    952,025            4,455   1,711,365             4,455

Minority Interest in                                                               
  Income of Consolidated                                                           
  Joint Venture               (7,571)              -      (22,323)               - 
                          ----------       ----------  ----------        --------- 

Net Earnings              $  944,454       $    4,455  $1,689,042        $    4,455
                          ==========       ==========  ==========        ==========

Earnings Per Share of                                                              
  Common Stock            $      .14       $      .01  $      .30        $      .01
                          ==========       ==========  ==========        ==========

Weighted Average Number                                                            
  of Shares of Common                                                              
  Stock Outstanding        6,649,040          340,541   5,649,041           340,541
                          ==========       ==========  ==========        ==========

See accompanying notes to condensed consolidated financial statements.

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CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 

Six Months Ended June 30, 1996 and
Year Ended December 31, 1995

                                                        · Enlarge/Download Table

                                                            Accumulated               
                            Common stock                   distributions              
                       -------------------   Capital in      in excess                
                         Number       Par    excess of        of net                  
                       of shares     value   par value       earnings       Total     
                                                                                      
Balance at                                                                            
  December 31, 1994     20,000      $   200  $   199,800     $      -     $   200,000 

Subscriptions                                                                         
  received for                                                                        
  common stock                                                                        
  through public                                                                      
  offering and                                                                        
  distribution                                                                        
  reinvestment                                                                        
  plan               3,845,416       38,454   38,415,704            -      38,454,158 

Stock issuance                                                                        
  costs                     -            -    (6,403,671)           -      (6,403,671)

Net earnings                -            -            -        368,779        368,779 

Distributions                                                                         
  declared and                                                                        
  paid ($.03                                                                          
  to $.06 per                                                                         
  share)                    -            -            -       (638,618)      (638,618)
                     ---------      -------  -----------     ---------    ----------- 

Balance at                                                                            
  December 31, 1995  3,865,416       38,654   32,211,833      (269,839)    31,980,648 

Subscriptions                                                                         
  received for                                                                        
  common stock                                                                        
  through public                                                                      
  offering and                                                                        
  distribution                                                                        
  reinvestment                                                                        
  plan               3,836,249       38,363   38,324,127            -      38,362,490 

Stock issuance                                                                        
  costs                     -            -    (3,923,367)           -      (3,923,367)

Net earnings                -            -            -      1,689,042      1,689,042 

Distributions                                                                         
  declared and                                                                        
  paid ($.06                                                                          
  per share)                -            -            -     (1,868,487)    (1,868,487)
                     ---------      -------  -----------   -----------    ----------- 

Balance at                                                                            
  June 30, 1996      7,701,665      $77,017  $66,612,593     $(449,284)   $66,240,326 
                     =========      =======  ===========   ===========    =========== 

See accompanying notes to condensed consolidated financial statements.

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CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 

                                    Six Months Ended
                                    June 30,

                                        1996              1995
                                        ------------      ------------

Increase (Decrease) in Cash and Cash                                            
Equivalents:                                                                

Net cash provided by operating                                              
activities                               $  1,573,575      $      7,970 
                                        ------------      ------------

Cash Flows From Investing Activities:                               
Additions to land and buildings                                 
      on operating leases                 (18,316,555)       (1,192,053)
Investment in direct financing                                  
    leases                               (1,555,641)               -
Investment in mortgage notes                                    
    receivable                          (12,363,000)               -
Collection of deferred financing                                
    income                                   43,270                -
Collection of mortgage notes                                    
    payments                                 41,022                -
    Increase in other assets                 (644,752)         (168,293)
                                        ------------      ------------
Net cash used in investing                              
          activities                      (32,795,656)       (1,360,346)
                                        ------------      ------------

Cash Flows From Financing Activities:                               
Reimbursement of acquisition,                                   
organization and stock issuance                             
costs paid by related parties                               
      on behalf of the Company               (556,511)       (1,288,234)
Proceeds of borrowing on line                                   
    of credit                               603,745                -
  Payment of loan costs                     (53,500)               -
Contribution from minority                                      
interest of consolidated                                    
    joint venture                            97,419                -
Subscriptions received from                                     
     stockholders                         38,362,490         4,849,410
  Distribution to minority interest         (22,010)               -
  Distributions to stockholders          (1,871,820)               -
    Payment of stock issuance costs        (3,502,100)         (377,764)
  Other                                      25,500                -
                                       ------------      -----------
Net cash provided by                                    
         financing activities             33,083,213         3,183,412
                                        ------------      ------------

Net Increase in Cash and Cash Equivalents       1,861,132         1,831,036     

Cash and Cash Equivalents at Beginning                                          
of Period                                    11,508,445               945   
                                        ------------      ------------

Cash and Cash Equivalents at End                                                
of Period                                  $ 13,369,577      $  1,831,981   
                                        ============      ============

See accompanying notes to condensed consolidated financial statements.

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CNL AMERICAN PROPERTIES FUND, INC.
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED 

                                Six Months Ended
                                  June 30,

                                      1996              1995
                                      ------------      ------------

Supplemental Schedule of Non-Cash                                               
Investing and Financing Activities:                                         

Related parties paid certain                                            
acquisition, organization and                                       
stock issuance costs on behalf                                      
of the Company as follows:                                          

  Acquisition costs                   $    107,383      $     42,703
  Organization costs                            -             20,000
  Stock issuance costs                     495,800           518,363
                                      ------------      ------------

                                      $    603,183      $    581,066
                                      ============      ============

Land, building and other costs                                          
incurred and unpaid at end of                                       
period                                $  3,155,108      $     11,311
                                      ============      ============

Commissions, marketing support and                                      
due diligence expense reimbursement                                 
fee, and other stock issuance costs                                 
incurred and unpaid at end of period  $    102,398      $    565,954
                                      ============      ============

Distributions declared and unpaid at                                    
end of period                         $         -       $     15,148
                                      ============      ============

See accompanying notes to condensed consolidated financial statements.

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CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30,
1996 and 1995 

1.       Organization and Nature of Business:                                   

     CNL American Properties Fund, Inc. (the "Company") was organized in
    Maryland on May 2, 1994, for the purpose of acquiring, directly or
         indirectly through joint venture or co-tenancy arrangements, restaurant
       properties (the "Properties") to be leased on a long-term, triple-net
basis to operators of certain national and regional fast-food,
       family-style and casual dining restaurant chains. To a lesser extent,
the Company intends to offer furniture, fixtures and equipment
   financing ("Secured Equipment Leases") to operators of restaurant
        chains. Secured Equipment Leases will be funded from the proceeds of a
loan of up to ten percent of the gross offering proceeds.     

2.       Basis of Presentation:                                                 

        The accompanying unaudited condensed consolidated financial statements
         have been prepared in accordance with the instructions to Form 10-Q and
        do not include all of the information and note disclosures required by
    generally accepted accounting principles. The financial statements
      reflect all adjustments, consisting of normal recurring adjustments,
        which are, in the opinion of management, necessary to a fair statement
         of the results for the interim periods presented. Operating results for
       the quarter and six months ended June 30, 1996, may not be indicative
      of the results that may be expected for the year ending December 31,
  1996. Amounts as of December 31, 1995, included in the financial
       statements, have been derived from audited financial statements as of
that date.                                                    

         These unaudited financial statements should be read in conjunction with
      the financial statements and notes thereto included in the Company's
Form 10-K for the year ended December 31, 1995.               

         The Company was a development stage enterprise from May 2, 1994 through
       June 1, 1995. Since operations had not begun, activities through June
1, 1995, were devoted to organization of the Company.         

        The Company accounts for its 85.47% interest in CNL/Corral South Joint
      Venture using the consolidation method. Minority interest represents
        the minority joint venture partner's proportionate share of the equity
in the Company's consolidated joint venture. All significant  
intercompany accounts and transactions have been eliminated.  

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CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Six Months Ended June 30,
1996 and 1995 

2.       Basis of Presentation - Continued:                                     

       Effective January 1, 1996, the Company adopted Statement of Financial
 Accounting Standards No. 121, "Accounting for the Impairment of
     Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." The
        Statement requires that an entity review long-lived assets and certain
        identifiable intangibles, to be held and used, for impairment whenever
         events or changes in circumstances indicate that the carrying amount of
    the asset may not be recoverable. Adoption of this standard had no
   material effect on the Company's financial position or results of
operations.                                                   

     Cash and Cash Equivalents - The Company considers all highly liquid
       investments with a maturity of three months or less when purchased to
  be cash equivalents. Cash and cash equivalents consist of demand
        deposits at commercial banks, certificates of deposit and money market
 funds (some of which are backed by government securities). Cash
equivalents are stated at cost plus accrued interest, which   
approximates market value.                                    

         Cash accounts maintained on behalf of the Company in demand deposits at
      commercial banks, money market funds and certificates of deposit may
exceed federally insured levels; however, the Company has not 
        experienced any losses in such accounts. The Company limits investment
   of temporary cash investments to financial institutions with high
      credit standing; therefore, management believes it is not exposed to
any significant credit risk on cash and cash equivalents.     

       Earnings Per Share - Earnings per share are calculated based upon the
      weighted average number of shares of common stock outstanding during
the period the Company was operational.                       

3.       Leases:                                                                

         The Company leases its land, buildings and equipment subject to Secured
        Equipment Leases primarily to operators or franchisees of national and
     regional fast-food, family-style and casual dining restaurants. The
         leases are accounted for under the provisions of Statement of Financial
  Accounting Standards No. 13, "Accounting for Leases." The leases
    relating to 65 of the Company's Properties have been classified as
        operating leases (including the leases relating to 14 Properties under
    construction as of June 30, 1996) and the leases relating to three
    Properties and one Secured Equipment Lease have been classified as
        direct financing leases. For the leases classified as direct financing
leases,                                                       

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CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Six Months Ended June 30,
1996 and 1995 

3.       Leases - Continued:                                                    

 the building portions of the leases are accounted for as direct
   financing leases while the land portion of one of these leases is
accounted for as an operating lease.                          

4.       Land and Buildings on Operating Leases:                                

       Land and buildings on operating leases consisted of the following at:

                                   June 30,         December 31,
                                1996              1995
                                  --------         -----------
          Land                    $22,032,580        $ 8,890,471
          Buildings                12,639,571         10,049,032
                                  -----------        -----------
                                   34,672,151         18,939,503
Less accumulated                            
             depreciation             (300,179)          (100,318)
                                  -----------        -----------
                                   34,371,972         18,839,185
Construction in                             
            progress                5,382,600            884,541
                                  -----------        -----------

                                  $39,754,572        $19,723,726
                                  ===========        ===========

        Some leases provide for escalating guaranteed minimum rents throughout
the lease term. Income from these scheduled rent increases is 
       recognized on a straight-line basis over the terms of the leases. For
        the quarter and six months ended June 30, 1996, the Company recognized
        $63,175 and $176,080, respectively, and for the quarter and six months
         ended June 30, 1995, the Company recognized $50, of such rental income.

    The following is a schedule of future minimum lease payments to be
   received on the noncancellable operating leases at June 30, 1996:

 1996                              $ 1,335,207
 1997                                2,949,196
 1998                                2,953,978
 1999                                2,960,672
 2000                                2,975,837
 Thereafter                         42,990,911
                                   -----------
                                   $56,165,801
                                   ===========
      These amounts do not include minimum lease payments that will become
    due when Properties under development are completed (See Note 13).

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CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Six Months Ended June 30,
1996 and 1995 

5.       Net Investment in Direct Financing Leases:                             

    The following lists the components of the net investment in direct
financing leases at:                                          

                                           June 30,         December 31,
                                        1996                1995
                                           -------          ------------
Minimum lease payments                      
              receivable               $ 6,179,502       $ 2,498,881
Estimated residual                          
              values                       163,176           343,740
             Less unearned income        (3,271,643)       (1,468,739)
                                       -----------       -----------

Net investment in                           
direct financing                        
              leases                   $ 3,071,035       $ 1,373,882
                                       ===========       ===========

    The following is a schedule of future minimum lease payments to be
received on the direct financing leases at June 30, 1996:     

  1996                                $  230,098
  1997                                   456,288
  1998                                   456,288
  1999                                   456,288
  2000                                   459,607
  Thereafter                           4,120,933
                                      ----------
                                      $6,179,502
                                      ==========
6.       Mortgage Notes Receivable:                                             

    In January 1996, in connection with the acquisition of land for 23
    Pizza Hut restaurants in Ohio and Michigan, the Company accepted a
         promissory note in the principal sum of $8,475,000, collateralized by a
mortgage on the buildings on the 23 Pizza Hut Properties. The 
     promissory note bears interest at a rate of 10.75% per annum and is
     being collected in 240 equal monthly installments of $86,041. As of
  June 30, 1996, $8,509,532 was outstanding relating to this note,
including $75,554 in accrued interest.                        

      In addition, in May 1996, in connection with the acquisition of land
     for 10 Pizza Hut restaurants in West Virginia and Ohio, the Company
accepted a promissory note in the principal sum of $3,888,000,
   collateralized by a mortgage on the buildings on the 10 Pizza Hut
        Properties. The promissory note bears interest at a rate of 10.75% per
annum and is being                                            

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CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Six Months Ended June 30,
1996 and 1995 

6.       Mortgage Notes Receivable - Continued:                                 

        collected in 240 equal monthly installments of $39,472. As of June 30,
   1996, $3,922,830 was outstanding relating to this note, including
$34,830 in accrued interest.                                  

         Statement of Financial Accounting Standards No. 107, "Disclosures About
       Fair Value of Financial Instruments," requires disclosure of the fair
        value of significant financial instruments. Management believes, based
        upon the current terms, that the estimated fair value of the Company's
     mortgage notes receivable as of June 30, 1996, was $12,432,362, the
same as its carrying value.                                   

7.       Other Assets:                                                          

Other assets consisted of the following at:                   

                                        June 30,      December 31,
                                     1996           1995
                                        --------      ------------
Acquisition fees and                        
miscellaneous acqui-                    
sition expenses to                      
be allocated to                         
            future properties         $  844,419      $  806,504
Deferred costs relating                     
to mortgage notes                       
           receivable                   642,506              -
          Other                           89,835          12,000
                                      ----------      ----------

                                      $1,576,760      $  818,504
                                      ==========      ==========

8.       Note Payable:                                                          

  On March 5, 1996, the Company entered into a line of credit (the
       "Loan") and security agreement with a bank. The Loan is to be used by
       the Company to offer Secured Equipment Leases. The Loan provides that
         the Company will be able to receive advances of up to $15,000,000 until
 March 4, 1998. Generally, advances under the Loan will be fully
       amortizing term loans repayable in terms equal to the duration of the
      Secured Equipment Leases, but in no event greater than 72 months. In
     addition, advances for short-term needs (to acquire equipment to be
         leased under Secured Equipment Leases) may be requested in an aggregate
     amount which does not exceed the Revolving Sublimit (defined in the
     Loan as $1,000,000) and such advances may be repaid and readvanced;
 provided, however, that advances made pursuant to the Revolving
         Sublimit shall be converted to term loans the earlier of (i) the end of
each 60                                                       

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CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Six Months Ended June 30,
1996 and 1995 

8.       Note Payable - Continued:                                              

        day period following the closing date (defined in the Loan as March 5,
        1996), or (ii) when the aggregate amount outstanding equals or exceeds
 $1,000,000. Interest on advances made pursuant to the Revolving
   Sublimit shall be paid monthly in arrears. In addition, principal
   amounts under advances pursuant to the Revolving Sublimit, if not
        sooner paid or converted into term loans, shall be paid, together with
        any unpaid interest relating to such advances, to the bank on March 5,
    1998. Generally, all advances under the Loan will bear interest at
         either (i) a rate per annum equal to 215 basis points above the Reserve
       Adjusted LIBOR Rate (as defined in the Loan) or (ii) a rate per annum
      equal to the bank's prime rate, whichever the Company selects at the
   time advances are made. As a condition of obtaining the Loan, the
      Company agreed to grant to the bank a first security interest in the
    Secured Equipment Leases. In connection with the Loan, the Company
        incurred a commitment fee, legal fees and closing costs of $53,500. As
   of June 30, 1996, the Company had obtained two advances totalling
       $603,745 relating to the Loan. The proceeds of the advances were used
       to fund a Secured Equipment Lease at a cost of approximately $550,000
        and to pay $53,500 in loan costs described above. As of June 30, 1996,
    $606,207 was outstanding relating to the Loan, including $2,462 of
accrued interest. As of June 30, 1996, the Company had not yet
         converted the outstanding principal amounts to term loans, as described
       above. The Company intends to limit advances under the Loan to 10% of
gross proceeds of the offering.                               

9.       Stock Issuance Costs:                                                  

      The Company has incurred certain expenses of its offering of shares,
    including commissions, marketing support and due diligence expense
         reimbursement fees, filing fees, legal, accounting, printing and escrow
         fees, which have been deducted from the gross proceeds of the offering.
      Preliminary costs incurred prior to raising capital were advanced by
        CNL Fund Advisors, Inc. (the "Advisor"). The Advisor has agreed to pay
     all organizational and offering expenses (excluding commissions and
       marketing support and due diligence expense reimbursement fees) which
       exceed three percent of the gross offering proceeds received from the
sale of shares of the Company.                                

       As of June 30, 1996 and December 31, 1995, the Company had incurred a
      total of $10,347,038 and $6,423,671, respectively, in organizational
        and offering costs, including $6,145,332 and $3,076,333, respectively,
in commissions and marketing support                          

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CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Six Months Ended June 30,
1996 and 1995 

9.       Stock Issuance Costs - Continued:                                      

      and due diligence expense reimbursement fees (see Note 11). Of these
    amounts as of June 30, 1996 and December 31, 1995, $10,327,038 and
        $6,403,671, respectively, has been treated as stock issuance costs and
    $20,000 has been treated as organization costs. The stock issuance
      costs have been charged to stockholders' equity subject to the three
percent cap described above.                                  

10.      Distributions:                                                         

Distributions declared for the six months ended June 30, 1996,
         represent approximately $1,574,000 of ordinary income and approximately
      $294,000 of return of capital to stockholders for federal income tax
         purposes. No amounts distributed to the stockholders for the six months
     ended June 30, 1996, are required to be or have been treated by the
Company as a return of capital for purposes of calculating the
      stockholders' return on their invested capital. The characterization
     for tax purposes of distributions declared for the six months ended
 June 30, 1996, may not be indicative of the results that may be
expected for the year ending December 31, 1996.               

11.      Related Party Transactions:                                            

 During the six months ended June 30, 1996, the Company incurred
   $2,877,187 in selling commissions due to CNL Securities Corp. for
   services in connection with the offering of shares. A substantial
        portion of this amount ($2,603,613) was or will be paid as commissions
to other broker-dealers.                                      

      In addition, CNL Securities Corp. is entitled to receive a marketing
      support and due diligence expense reimbursement fee equal to 0.5% of
         the total amount raised from the sale of shares, a portion of which may
        be reallowed to other broker-dealers. During the six months ended June
30, 1996, the Company incurred $191,812 of such fees.         

     The Advisor is entitled to receive acquisition fees for services in
         identifying the Properties and structuring the terms of the acquisition
       and leases of the Properties equal to 4.5% of the total amount raised
         from the sale of shares. During the six months ended June 30, 1996, the
     Company incurred $1,726,312 of such fees. Such fees are included in
  land and buildings on operating leases, net investment in direct
financing leases and other assets.                            

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CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Six Months Ended June 30,
1996 and 1995 

11.      Related Party Transactions - Continued:                                

      For negotiating Secured Equipment Leases and supervising the Secured
       Equipment Lease program, the Advisor will be entitled to receive from
     the Company a one-time secured equipment lease servicing fee of two
         percent of the purchase price of the equipment that is the subject of a
       Secured Equipment Lease. During the quarter and six months ended June
   30, 1996, the Company incurred $10,776 in secured equipment lease
    servicing fees. Such fees are included in net investment in direct
financing leases.                                             

     The Company and the Advisor have entered into an advisory agreement
         pursuant to which the Advisor will receive a monthly asset and mortgage
     management fee of one-twelfth of 0.60% of the Company's real estate
        asset value (generally, the total amount invested in the Properties as
      of the end of the preceding month, exclusive of acquisition fees and
        acquisition expenses), plus one-twelfth of .60% of the Company's total
       principal amount of the mortgage loans as of the end of the preceding
 month. The management fee, which will not exceed fees which are
      competitive for similar services in the same geographic area, may or
   may not be taken, in whole or in part as to any year, in the sole
         discretion of the Advisor. All or any portion of the management fee not
        taken as to any fiscal year shall be deferred without interest and may
    be taken in such other fiscal year as the Advisor shall determine.
    During the quarter and six months ended June 30, 1996, the Company
 incurred $58,762 and $100,526, respectively, in total asset and
         mortgage management fees, $1,459 and $2,853, respectively, of which was
  capitalized as part of the cost of building for Properties under
      construction. No asset or mortgage management fees were incurred for
the quarter and six months ended June 30, 1995.               

      The Advisor and its affiliates provide accounting and administrative
  services to the Company (including accounting and administrative
     services in connection with the offering of shares) on a day-to-day
      basis. For the six months ended June 30, 1996 and 1995, the expenses
incurred for these services were classified as follows:       

                                       1996           1995
                                     --------       ------

         Stock issuance costs          $379,090       $200,492
General operating and                       
           administrative expenses      154,018            330
                                       --------       --------

                                       $533,108       $200,822
                                       ========       ========

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CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Six Months Ended June 30,
1996 and 1995 

11.      Related Party Transactions - Continued:                                

     During the six months ended June 30, 1996, the Company acquired two
        Properties for an aggregate purchase price of approximately $1,798,000
  from affiliates of the Company. The affiliates had purchased and
       temporarily held title to these Properties in order to facilitate the
 acquisition of the Properties by the Company. Each Property was
       acquired at a cost equal to the cost of the Property to the affiliate
         (including carrying costs) due to the fact that these amounts were less
than each Property's appraised value.                         

The due to related parties consisted of the following at:     

                                           June 30,       December 31,
                                        1996              1995
                                           --------       ------------
Due to the Advisor:                         
Expenditures incurred                   
on behalf of the                    
Company and accounting              
and administrative                  
              services                  $ 73,221        $108,316
            Acquisition fees              48,062          45,118
Asset and mortgage                      
              management fees                 -            9,108
            Distributions                     -            3,332
                                        --------        --------
                                         121,283         165,874
                                        --------        --------

Due to CNL Securities Corp:                 
            Commissions                   80,079          75,197
Marketing support and due               
diligence expense reim-             
              bursement fees               5,340           5,013
                                        --------        --------
                                          85,419          80,210
                                        --------        --------

          Other                               -            2,500
                                        --------        --------

                                        $206,702        $248,584
                                        ========        ========

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CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Six Months Ended June 30,
1996 and 1995 

12.      Concentration of Credit Risk:                                          

     The following schedule presents total rental and earned income from
        individual lessees, or affiliated groups of lessees, each representing
       more than ten percent of the Company's total rental and earned income
for at least one of the quarters ended June 30:               

                                         1996         1995
                                         --------     --------

Castle Hill Holdings V,                     
L.L.C. and Castle Hill                  
Holdings VI, L.L.C.                     
        ("Castle Hill")               $160,536     $   -
      Golden Corral Corporation        142,178         -
       Foodmaker, Inc.                   52,833        369

 During the quarter ended June 30, 1996, the Company also earned
        $280,549 in interest income from mortgage notes receivable under which
Castle Hill is the borrower.                                  

      In addition, the following schedule presents total rental and earned
       income from individual restaurant chains, each representing more than
    ten percent of the Company's total rental and earned income for at
least one of the quarters ended June 30:                      

                        1996          1995
                        --------      --------

Golden Corral                               
Family Steakhouse                       
Restaurants          $313,694      $   -
Pizza Hut               160,536          -  
Jack in the Box          52,833         369 

      Although the Company's Properties are geographically diverse and the
        Company's lessees operate a variety of restaurant concepts, failure of
   any one of these restaurant chains or any lessee or borrower that
       contributes more than ten percent of the Company's total income could
         significantly impact the results of operations of the Company. However,
       management believes that the risk of such a default is reduced due to
        the essential or important nature of these Properties for the on-going
operations of the lessees and borrowers.                      

      It is expected that the percentage of total rental and earned income
    contributed by these lessees, borrowers and restaurant chains will
       decrease as additional Properties are acquired and leased in 1996 and
subsequent years.                                             

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AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Quarters and Six Months Ended June 30,
1996 and 1995 

13.      Commitments:                                                           

  The Company has entered into various development agreements with
        tenants which provide terms and specifications for the construction of
 buildings the tenants have agreed to lease once construction is
         completed. The agreements provide a maximum amount of development costs
         (including the purchase price of the land and closing costs) to be paid
         by the Company. The aggregate maximum development costs the Company has
    agreed to pay is approximately $17,499,600, of which approximately
      $11,111,000 in land and other costs had been incurred as of June 30,
     1996. The buildings currently under construction are expected to be
      operational by October 1996. In connection with the purchase of each
  Property, the Company, as lessor, entered into a long-term lease
agreement.                                                    

14.      Subsequent Events:                                                     

    During the period July 1, 1996 through August 6, 1996, the Company
   received subscription proceeds for an additional 1,105,184 shares
($11,051,838) of common stock.                                

    Subsequent to June 30, 1996, the Company declared distributions of
      $458,646 and $515,906, respectively, or $.059375 per share of common
        stock, payable in September 1996, to stockholders of record on July 1,
1996 and August 1, 1996, respectively.                        

    During the period July 1, 1996 through August 6, 1996, the Company
      acquired six Properties (five of which are undeveloped land on which
restaurants are being constructed) for cash at a total cost of
       approximately $3,083,000, excluding closing and development costs. In
        connection with the purchase of each Property, the Company, as lessor,
 entered into a long-term lease agreement. The development costs
      (including the purchase of the land and closing costs) to be paid by
    the Company relating to the five properties under construction are
estimated to be approximately $4,578,000. The buildings under 
construction are expected to be operational by February 1997. 

    During the period July 1, 1996 through August 6, 1996, the Company
     obtained two additional advances totalling approximately $1,093,000
       under its $15,000,000 Loan. The proceeds of the advances were used to
fund two Secured Equipment Leases at a cost of approximately  
       $1,093,000. In connection with the Company's advances under the Loan,
         in July 1996, the Company converted a total of approximately $1,686,000
       from variable rate advances to fixed rate advances (at a rate of nine
percent per annum) (See Note 8).                              

B-24

ADDENDUM TO 
EXHIBIT C 

PRIOR PERFORMANCE TABLES

THE FOLLOWING INFORMATION UPDATES AND REPLACES THE CORRESPONDING INFORMATION IN 
EXHIBIT C TO THE ATTACHED PROSPECTUS, DATED APRIL 26, 1996.                     

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EXHIBIT C 

PRIOR PERFORMANCE TABLES

     The information in this Exhibit C contains certain relevant summary
information concerning prior public partnerships sponsored by two of the        
Company's principals (who also serve as the Chairman of the Board and President 
of the Company) and their Affiliates (the "Prior Public Partnerships") which    
like the Company, were formed to invest in restaurant properties leased on a    
triple-net basis to operators of national and regional fast-food and            
family-style restaurant chains.                                                 

     A more detailed description of the acquisitions by the Prior Public
Partnerships is set forth in Part II of the registration statement filed with   
the Securities and Exchange Commission for this Offering and is available from  
the Company upon request, without charge. In addition, upon request to the      
Company, the Company will provide, without charge, a copy of the most recent    
Annual Report on Form 10-K filed with the Securities and Exchange Commission for
CNL Income Fund, Ltd., CNL Income Fund II, Ltd., CNL Income Fund III, Ltd., CNL 
Income Fund IV, Ltd., CNL Income Fund V, Ltd., CNL Income Fund VI, Ltd., CNL    
Income Fund VII, Ltd., CNL Income Fund VIII, Ltd., CNL Income Fund IX, Ltd., CNL
Income Fund X, Ltd., CNL Income Fund XI, Ltd., CNL Income Fund XII, Ltd., CNL   
Income Fund XIII, Ltd., CNL Income Fund XIV, Ltd., CNL Income Fund XV, Ltd., CNL
Income Fund XVI, Ltd., CNL Income Fund XVII, Ltd. and CNL Income Fund XVIII,    
Ltd., as well as a copy, for a reasonable fee, of the exhibits filed with such  
reports.                                                                        

        The investment objectives of the Prior Public Partnerships (like those
of the Company) generally include preservation and protection of capital, the   
potential for increased income and protection against inflation, and potential  
for capital appreciation, all through investment in restaurant properties. In   
addition, the investment objectives of the Prior Public Partnerships included   
making partially tax-sheltered distributions.                                   

       STOCKHOLDERS SHOULD NOT CONSTRUE INCLUSION OF THE FOLLOWING TABLES AS
IMPLYING THAT THE COMPANY WILL HAVE RESULTS COMPARABLE TO THOSE REFLECTED IN    
SUCH TABLES. DISTRIBUTABLE CASH FLOW, FEDERAL INCOME TAX DEDUCTIONS, OR OTHER   
FACTORS COULD BE SUBSTANTIALLY DIFFERENT. STOCKHOLDERS SHOULD NOTE THAT, BY     
ACQUIRING SHARES IN THE COMPANY, THEY WILL NOT BE ACQUIRING ANY INTEREST IN ANY 
PRIOR PUBLIC PARTNERSHIPS.                                                      

Description of Tables                                                           

The following Tables are included herein:                     

       Table I - Experience in Raising and Investing Funds

Table II - Compensation to Sponsor          

   Table III - Operating Results of Prior Programs

Table V - Sales or Disposal of Properties   

        Unless otherwise indicated in the Tables, all information contained in
the Tables is as of June 30, 1996. The following is a brief description of the  
Tables:                                                                         

Table I - Experience in Raising and Investing Funds           

Table I presents information on a percentage basis showing the
experience of two of the principals of the Company and their Affiliates in      
raising and investing funds for the Prior Public Partnerships, the offerings of 
which closed between December 1986 and June 1996.                               

C-1 

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        The Table sets forth information on the offering expenses incurred and
amounts available for investment expressed as a percentage of total dollars     
raised. The Table also shows the percentage of property acquisition cost        
leveraged, the date the offering commenced, and the time required to raise funds
for investment.                                                                 

Table II - Compensation to Sponsor                            

   Table II provides information, on a total dollar basis, regarding
amounts and types of compensation paid to the general partners of the Prior     
Public Partnerships.                                                            

         The Table indicates the total offering proceeds and the portion of such
offering proceeds paid or to be paid to two of the principals of the Company and
their Affiliates in connection with the Prior Public Partnerships, the offerings
of which closed between December 1986 and June 1996. The Table also shows the   
amounts paid to two of the principals of the Company and their Affiliates from  
cash generated from operations and from cash generated from sales or refinancing
by each of the Prior Public Partnerships on a cumulative basis commencing with  
inception and ending June 30, 1996.                                             

Table III - Operating Results of Prior Programs               

       Table III presents a summary of operating results for the period from
inception through June 30, 1996, of the Prior Public Partnerships, the offerings
of which closed between December 1986 and June 1996.                            

    The Table includes a summary of income or loss of the Prior Public
Partnerships, which are presented on the basis of generally accepted accounting 
principles ("GAAP"). The Table also shows cash generated from operations, which 
represents the cash generated from operations of the properties of the Prior    
Public Partnerships, as distinguished from cash generated from other sources    
(special items). The section of the Table entitled "Special Items" provides     
information relating to cash generated from or used by items which are not      
directly related to the operations of the properties of the Prior Public        
Partnerships, but rather are related to items of a partnership nature. These    
items include proceeds from capital contributions of limited partners and       
disbursements made from these sources of funds, such as syndication and         
organizational costs, acquisition of the properties and other costs which are   
related more to the organization of the partnership and the acquisition of      
properties than to the actual operations of the partnerships.                   

      The Table also presents information pertaining to investment income,
returns of capital on a GAAP basis, cash distributions from operations, sales   
and refinancing proceeds expressed in total dollar amounts as well as           
distributions and tax results on a per $1,000 investment basis.                 

Table IV - Results of Completed Programs                      

       Table IV is omitted from this Exhibit C because none of the directors
of the Company or their Affiliates has been involved in completed public        
programs which made investments similar to those of the Company.                

Table V - Sales or Disposal of Properties                     

Table V provides information regarding the sale or disposal of
properties owned by the Prior Public Partnerships between December 1986 and June
1996.                                                                           

        This Table includes the selling price of the property, the cost of the
property, the date acquired and the date of sale.                               

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TABLE I 
EXPERIENCE IN RAISING AND INVESTING FUNDS 

                                                        · Enlarge/Download Table


                            CNL Income    CNL Income    CNL Income    CNL Income    CNL Income    CNL Income 
                              Fund,        Fund II,      Fund III,     Fund IV,       Fund V,      Fund VI,  
                               Ltd.          Ltd.          Ltd.          Ltd.          Ltd.          Ltd.    
                           -----------   -----------   -----------   -----------   -----------   ----------- 
                                                                                                             
Dollar amount offered      $15,000,000   $25,000,000   $25,000,000   $30,000,000   $25,000,000   $35,000,000 
                           ===========   ===========   ===========   ===========   ===========   =========== 

Dollar amount raised             100.0%        100.0%        100.0%        100.0%        100.0%        100.0%
                           -----------   -----------   -----------   -----------   -----------   ----------- 

Less offering expenses:                                                                                      

  Selling commissions                                                                                        
    and discounts                 (8.5)         (8.5)         (8.5)         (8.5)         (8.5)         (8.5)
  Organizational expenses         (2.9)         (2.3)         (3.0)         (3.0)         (3.0)         (3.0)
  Marketing support and                                                                                      
    due diligence expense                                                                                    
    reimbursement fees                                                                                       
    (includes amounts                                                                                        
    reallowed to                                                                                             
    unaffiliated                                                                                             
    entities)                      --            --            --            --            --            --  
                           -----------   -----------   -----------   ----------    -----------   ----------- 
                                 (11.4)        (10.8)        (11.5)        (11.5)        (11.5)        (11.5)
                           -----------   -----------   -----------   -----------   -----------   ----------- 
Reserve for operations             --            --            --            --            --            --  
                           -----------   -----------   -----------   -----------   -----------   ----------- 

Percent available for                                                                                        
  investment                      88.6%         89.2%         88.5%         88.5%         88.5%         88.5%
                           ===========   ===========   ===========   ===========   ===========   =========== 

Acquisition costs:                                                                                           

  Cash down payment               83.6%         84.2%         83.5%         83.5%         83.5%         83.5%
  Acquisition fees paid                                                                                      
    to affiliates                  5.0           5.0           5.0           5.0           5.0           5.0 
  Loan costs                       --            --            --            --            --            --  
                           -----------   -----------   -----------   -----------   -----------   ----------- 

Total acquisition costs           88.6%         89.2%         88.5%         88.5%         88.5%         88.5%
                           ===========   ===========   ===========   ===========   ===========   =========== 

Percent leveraged                                                                                            
  (mortgage financing                                                                                        
  divided by total                                                                                           
  acquisition costs)               --            --            --            --            --            --  

Date offering began            4/09/86       1/02/87       8/10/87       5/06/88      12/16/88       6/08/89 

Length of offering (in                                                                                       
  months)                          8.5           7.5           8.5             8             6           7.5 

Months to invest 90% of                                                                                      
  amount available for                                                                                       
  investment measured                                                                                        
  from date of offering            8.5            11            13          12.5            12            16 


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TABLE I 
EXPERIENCE IN RAISING AND INVESTING FUNDS 
(continued) 

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                            CNL Income    CNL Income    CNL Income    CNL Income    CNL Income 
                             Fund VII,    Fund VIII,     Fund IX,       Fund X,      Fund XI,  
                               Ltd.          Ltd.          Ltd.          Ltd.          Ltd.    
                           -----------   -----------   -----------   -----------   ----------- 
                                                                                               
Dollar amount offered      $30,000,000   $35,000,000   $35,000,000   $40,000,000   $40,000,000 
                           ===========   ===========   ===========   ===========   =========== 

Dollar amount raised             100.0%        100.0%        100.0%        100.0%        100.0%
                           -----------   -----------   -----------   -----------   ----------- 

Less offering expenses:                                                                        

  Selling commissions                                                                          
    and discounts                 (8.5)         (8.5)         (8.5)         (8.5)         (8.5)
  Organizational expenses         (3.0)         (3.0)         (3.0)         (3.0)         (3.0)
  Marketing support and                                                                        
    due diligence expense                                                                      
    reimbursement fees                                                                         
    (includes amounts                                                                          
    reallowed to                                                                               
    unaffiliated                                                                               
    entities)                      --            --           (0.5)         (0.5)         (0.5)
                           -----------   -----------   -----------   -----------   ----------- 
                                 (11.5)        (11.5)        (12.0)        (12.0)        (12.0)
                           -----------   -----------   -----------   -----------   ----------- 
Reserve for operations             --            --            --            --            --  
                           -----------   -----------   -----------   -----------   ----------- 

Percent available for                                                                          
  investment                      88.5%         88.5%         88.0%         88.0%         88.0%
                           ===========   ===========   ===========   ===========   =========== 

Acquisition costs:                                                                             

  Cash down payment               83.5%         83.5%         83.0%         83.0%         83.0%
  Acquisition fees paid                                                                        
    to affiliates                  5.0           5.0           5.0           5.0           5.0 
  Loan costs                       --            --            --            --            --  
                           -----------   -----------   -----------   -----------   ----------- 

Total acquisition costs           88.5%         88.5%         88.0%         88.0%         88.0%
                           ===========   ===========   ===========   ===========   =========== 

Percent leveraged                                                                              
  (mortgage financing                                                                          
  divided by total                                                                             
  acquisition costs)               --            --            --            --            --  

Date offering began            1/30/90       8/02/90       3/20/91       9/09/91       3/18/92 

Length of offering (in                                                                         
  months)                            6             7           5.5             6             6 

Months to invest 90% of                                                                        
  amount available for                                                                         
  investment measured                                                                          
  from date of offering             10          13.5            12             7             6 


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TABLE I - EXPERIENCE IN RAISING AND INVESTING FUNDS (continued)                 

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                            CNL Income    CNL Income    CNL Income    CNL Income    CNL Income    CNL Income    CNL Income 
                             Fund XII,    Fund XIII,     Fund XIV,     Fund XV,      Fund XVI,    Fund XVII,    Fund XVIII,
                               Ltd.          Ltd.          Ltd.          Ltd.          Ltd.          Ltd.           Ltd.   
                           -----------   -----------   -----------   -----------   -----------   ------------  ------------
                                                                                                   (Note 1)       (Note 1) 
Dollar amount offered      $45,000,000   $40,000,000   $45,000,000   $40,000,000   $45,000,000                             
                           ===========   ===========   ===========   ===========   ===========                             

Dollar amount raised             100.0%        100.0%        100.0%        100.0%        100.0%                            
                           -----------   -----------   -----------   -----------   -----------                             

Less offering expenses:                                                                                                    

  Selling commissions                                                                                                      
    and discounts                 (8.5)         (8.5)         (8.5)         (8.5)         (8.5)                            
  Organizational expenses         (3.0)         (3.0)         (3.0)         (3.0)         (3.0)                            
  Marketing support and                                                                                                    
    due diligence expense                                                                                                  
    reimbursement fees                                                                                                     
    (includes amounts                                                                                                      
    reallowed to                                                                                                           
    unaffiliated                                                                                                           
    entities)                     (0.5)         (0.5)         (0.5)         (0.5)         (0.5)                            
                           -----------   -----------   -----------   -----------   -----------                             
                                 (12.0)        (12.0)        (12.0)        (12.0)        (12.0)                            
                           -----------   -----------   -----------   -----------   -----------                             
Reserve for operations             --            --            --            --            --                              
                           -----------   -----------   -----------   -----------   -----------                             

Percent available for                                                                                                      
  investment                      88.0%         88.0%         88.0%         88.0%         88.0%                            
                           ===========   ===========   ===========   ===========   ===========                             

Acquisition costs:                                                                                                         

  Cash down payment               83.0%         82.5%         82.5%         82.5%         82.5%                            
  Acquisition fees paid                                                                                                    
    to affiliates                  5.0           5.5           5.5           5.5           5.5                             
  Loan costs                       --            --            --            --            --                              
                           -----------   -----------   -----------   -----------   -----------                             

Total acquisition costs           88.0%         88.0%         88.0%         88.0%         88.0%                            
                           ===========   ===========   ===========   ===========   ===========                             

Percent leveraged                                                                                                          
  (mortgage financing                                                                                                      
  divided by total                                                                                                         
  acquisition costs)               --            --            --            --            --                              

Date offering began            9/29/92       3/31/93       8/27/93       2/23/94       9/02/94                             

Length of offering (in                                                                                                     
  months)                            6             5             6             6             9                             

Months to invest 90% of                                                                                                    
  amount available for                                                                                                     
  investment measured                                                                                                      
  from date of offering             11            10            11            10            11                             


Note 1:  Pursuant to a Registration Statement on Form S-11 under the Securities 
     Act of 1933, as amended, effective August 11, 1995, CNL Income Fund
     XVII, Ltd. and CNL Income Fund XVIII, Ltd. each registered for sale
         $30,000,000 of units of limited partnership interest (the "Units"). The
        offering of Units of CNL Income Fund XVII, Ltd. commenced September 2,
         1995.  Pursuant to the Registration Statement, the offering of Units of
      CNL Income Fund XVIII, Ltd. would not commence until the offering of
     Units of CNL Income Fund XVII, Ltd. had terminated.  As of June 30,
        1996, CNL Income Fund XVII, Ltd. was in the offering stage; therefore,
      CNL Income Fund XVIII, Ltd. had not commenced its offering of Units.

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TABLE II
COMPENSATION TO SPONSOR 

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                                  CNL Income   CNL Income   CNL Income   CNL Income   CNL Income  CNL Income 
                                     Fund,      Fund II,     Fund III,    Fund IV,     Fund V,      Fund VI, 
                                     Ltd.         Ltd.         Ltd.         Ltd.         Ltd.         Ltd.   
                                 -----------  -----------  -----------  -----------  -----------  -----------
                                                                                                             
Date offering commenced              4/09/86      1/02/87      8/10/87      5/06/88     12/16/88      6/08/89
Dollar amount raised             $15,000,000  $25,000,000  $25,000,000  $30,000,000  $25,000,000  $35,000,000
                                 ===========  ===========  ===========  ===========  ===========  ===========
Amount paid to sponsor from                                                                                  
  proceeds of offering:                                                                                      
    Selling commissions and                                                                                  
      discounts                    1,275,000    2,125,000    2,125,000    2,550,000    2,125,000    2,975,000
    Real estate commissions                -            -            -            -            -            -
    Acquisition fees                 750,000    1,250,000    1,250,000    1,500,000    1,250,000    1,750,000
    Marketing support and                                                                                    
      due diligence expense                                                                                  
      reimbursement fees                                                                                     
      (includes amounts                                                                                      
      reallowed to                                                                                           
      unaffiliated entities)               -            -            -            -            -            -
                                 -----------  -----------  -----------  -----------  -----------  -----------
Total amount paid to sponsor       2,025,000    3,375,000    3,375,000    4,050,000    3,375,000    4,725,000
                                 ===========  ===========  ===========  ===========  ===========  ===========
Dollar amount of cash generated                                                                              
  from operations before                                                                                     
  deducting payments to                                                                                      
  sponsor:                                                                                                   
    1996 (6 Months)                  616,865    1,213,091    1,151,663    1,432,308    1,075,383    1,708,203
    1995                           1,241,057    2,249,390    2,282,034    2,750,169    2,226,800    3,304,277
    1994                           1,323,193    2,210,761    2,411,004    2,594,027    2,224,393    3,303,435
    1993                           1,321,053    2,214,797    2,332,160    2,696,323    2,257,910    3,234,816
    1992                           1,338,710    2,374,438    2,277,388    2,781,489    2,390,704    3,240,209
    1991                           1,468,807    2,524,093    2,426,263    2,578,520    2,278,902    3,235,671
    1990                           1,520,511    2,462,923    2,437,332    2,798,527    2,382,083    2,964,865
    1989                           1,542,424    2,449,414    2,430,482    2,642,185    1,544,368      585,207
    1988                           1,527,498    2,331,127    1,779,330      563,592            -            -
    1987                           1,537,453    1,204,453       93,740            -            -            -
    1986                             212,986            -            -            -            -            -
    1985                                   -            -            -            -            -            -
    1984                                   -            -            -            -            -            -
    1983                                   -            -            -            -            -            -
    1982                                   -            -            -            -            -            -
    1981                                   -            -            -            -            -            -
    1980                                   -            -            -            -            -            -
    1979                                   -            -            -            -            -            -
    1978                                   -            -            -            -            -            -
Amount paid to sponsor from                                                                                  
  operations (administrative,                                                                                
  accounting and management                                                                                  
  fees):                                                                                                     
    1996 (6 Months)                   38,899       48,605       50,300       51,376       49,578       57,215
    1995                              58,543       81,023       78,597       79,776       83,882       81,847
    1994                              43,992       54,157       47,633       49,816       47,314       49,761
    1993                              35,320       44,620       39,619       42,764       42,252       40,130
    1992                              29,621       30,514       33,651       35,735       36,114       36,852
    1991                              26,084       28,141       26,912       27,315       30,125       36,956
    1990                              19,642       20,078       20,790       24,675       25,195       33,330
    1989                              30,059       18,505       20,419       36,121       23,611        9,827
    1988                              27,712       19,896       22,904       11,274            -            -
    1987                              15,596        9,141        2,703            -            -            -
    1986                                   -            -            -            -            -            -
    1985                                   -            -            -            -            -            -
    1984                                   -            -            -            -            -            -
    1983                                   -            -            -            -            -            -
    1982                                   -            -            -            -            -            -
    1981                                   -            -            -            -            -            -
    1980                                   -            -            -            -            -            -
    1979                                   -            -            -            -            -            -
    1978                                   -            -            -            -            -            -
Dollar amount of property                                                                                    
  sales and refinancing                                                                                      
  before deducting payments                                                                                  
  to sponsor:                                                                                                
    Cash                           2,207,511    1,635,010            -    1,230,650            -    2,328,984
    Notes                                  -            -            -            -    1,040,000            -
Amount paid to sponsors                                                                                      
  from property sales and                                                                                    
  refinancing:                                                                                               
    Real estate commissions                -            -            -            -            -            -
    Incentive fees                         -            -            -            -            -            -
    Other (Note 1)                    66,750            -            -            -            -            -


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TABLE II
COMPENSATION TO SPONSOR 
(continued) 

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                                 CNL Income   CNL Income   CNL Income   CNL Income   CNL Income   CNL Income 
                                  Fund VII,   Fund VIII,    Fund IX,      Fund X,     Fund XI,    Fund XII,  
                                     Ltd.         Ltd.         Ltd.         Ltd.         Ltd.         Ltd.   
                                 -----------  -----------  -----------  -----------  -----------  -----------
                                                                                                             
Date offering commenced              1/30/90      8/02/90      3/20/91      9/09/91      3/18/92      9/29/92
Dollar amount raised             $30,000,000  $35,000,000  $35,000,000  $40,000,000  $40,000,000  $45,000,000
                                 ===========  ===========  ===========  ===========  ===========  ===========
Amount paid to sponsor from                                                                                  
  proceeds of offering:                                                                                      
    Selling commissions and                                                                                  
      discounts                    2,550,000    2,975,000    2,975,000    3,400,000    3,400,000    3,825,000
    Real estate commissions                -            -            -            -            -            -
    Acquisition fees               1,500,000    1,750,000    1,750,000    2,000,000    2,000,000    2,250,000
    Marketing support and                                                                                    
      due diligence expense                                                                                  
      reimbursement fees                                                                                     
      (includes amounts                                                                                      
      reallowed to                                                                                           
      unaffiliated entities)               -            -      175,000      200,000      200,000      225,000
                                 -----------  -----------  -----------  -----------  -----------  -----------
Total amount paid to sponsor       4,050,000    4,725,000    4,900,000    5,600,000    5,600,000    6,300,000
                                 ===========  ===========  ===========  ===========  ===========  ===========
Dollar amount of cash generated                                                                              
  from operations before                                                                                     
  deducting payments to                                                                                      
  sponsor:                                                                                                   
    1996 (6 Months)                1,399,517    1,772,078    1,726,113    1,877,818    1,866,649    1,986,907
    1995                           2,565,797    3,337,050    3,162,674    3,603,470    3,758,271    3,928,473
    1994                           2,780,851    3,453,350    3,250,836    3,828,234    3,574,474    3,933,486
    1993                           2,701,325    3,240,772    3,064,973    3,499,905    3,434,512    3,320,549
    1992                           2,716,954    3,256,005    3,179,912    3,141,123    1,525,462       63,401
    1991                           2,803,819    2,880,558    1,291,549      204,240            -            -
    1990                           1,411,939      288,291            -            -            -            -
    1989                                   -            -            -            -            -            -
    1988                                   -            -            -            -            -            -
    1987                                   -            -            -            -            -            -
    1986                                   -            -            -            -            -            -
    1985                                   -            -            -            -            -            -
    1984                                   -            -            -            -            -            -
    1983                                   -            -            -            -            -            -
    1982                                   -            -            -            -            -            -
    1981                                   -            -            -            -            -            -
    1980                                   -            -            -            -            -            -
    1979                                   -            -            -            -            -            -
    1978                                   -            -            -            -            -            -
Amount paid to sponsor from                                                                                  
  operations (administrative,                                                                                
  accounting and management                                                                                  
  fees):                                                                                                     
    1996 (6 Months)                   53,413       51,087       48,583       55,272       55,339       55,932
    1995                              81,259       73,365       64,398       76,108      106,086      109,111
    1994                              46,469       40,461       36,622       42,741       76,533       84,524
    1993                              40,143       39,011       35,678       38,999       78,926       73,789
    1992                              33,638       36,802       37,348       39,505       30,237        2,031
    1991                              36,193       37,626       18,596        2,834            -            -
    1990                              24,391        7,371            -            -            -            -
    1989                                   -            -            -            -            -            -
    1988                                   -            -            -            -            -            -
    1987                                   -            -            -            -            -            -
    1986                                   -            -            -            -            -            -
    1985                                   -            -            -            -            -            -
    1984                                   -            -            -            -            -            -
    1983                                   -            -            -            -            -            -
    1982                                   -            -            -            -            -            -
    1981                                   -            -            -            -            -            -
    1980                                   -            -            -            -            -            -
    1979                                   -            -            -            -            -            -
    1978                                   -            -            -            -            -            -
Dollar amount of property                                                                                    
  sales and refinancing                                                                                      
  before deducting payments                                                                                  
  to sponsor:                                                                                                
    Cash                           1,569,036    1,532,852            -    1,057,386            -    1,640,000
    Notes                          1,400,000      460,000            -            -            -            -
Amount paid to sponsors                                                                                      
  from property sales and                                                                                    
  refinancing:                                                                                               
    Real estate commissions                -            -            -            -            -            -
    Incentive fees                         -            -            -            -            -            -
    Other (Note 1)                     7,200       13,800            -            -            -            -


Note 1:  During the years ended December 31, 1992 and 1994, CNL Income Fund,    
Ltd. incurred $35,250 and $31,500, respectively, in deferred, 
      subordinated real estate disposition fees as a result of the sale of
        two of its properties. In addition, during the year ended December 31,
         1995, CNL Income Fund VII, Ltd. and CNL Income Fund VIII, Ltd. incurred
         $7,200 and $13,800, respectively, in deferred, subordinated real estate
  disposition fees as a result of the sale of one and two of their
         properties, respectively. As of June 30, 1996, no such amounts had been
paid due to the subordinated nature of this fee.              

Note 2:  During the year ended December 31, 1995, CNL Income Fund X, Ltd.       
       received proceeds of $7,200 for a small parcel of land as a result of
         an easement relating to a certain property. During the six months ended
       June 30, 1996, CNL Income Fund, Ltd. received proceeds of $20,000 for
    the sale of a small, undeveloped portion of the land relating to a
certain property.                                             

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TABLE II - COMPENSATION TO SPONSOR (continued)                                  

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                                  CNL Income   CNL Income   CNL Income   CNL Income  CNL Income  CNL Income 
                                  Fund XIII,    Fund XIV,    Fund XV,     Fund XVI,  Fund XVII,  Fund XVIII,
                                     Ltd.         Ltd.         Ltd.         Ltd.        Ltd.         Ltd.   
                                 -----------  -----------  -----------  -----------  ----------  ---------- 
                                                                                      (Note 3)     (Note 3) 
Date offering commenced              3/31/93      8/27/93      2/23/94      9/02/94                         
Dollar amount raised             $40,000,000  $45,000,000  $40,000,000  $45,000,000                         
                                 ===========  ===========  ===========  ===========                         
Amount paid to sponsor from                                                                                 
  proceeds of offering:                                                                                     
    Selling commissions and                                                                                 
      discounts                    3,400,000    3,825,000    3,400,000    3,825,000                         
    Real estate commissions                -            -            -            -                         
    Acquisition fees               2,200,000    2,475,000    2,200,000    2,475,000                         
    Marketing support and                                                                                   
      due diligence expense                                                                                 
      reimbursement fees                                                                                    
      (includes amounts                                                                                     
      reallowed to                                                                                          
      unaffiliated entities)         200,000      225,000      200,000      225,000                         
                                 -----------  -----------  -----------  -----------                         
Total amount paid to sponsor       5,800,000    6,525,000    5,800,000    6,525,000                         
                                 ===========  ===========  ===========  ===========                         
Dollar amount of cash generated                                                                             
  from operations before                                                                                    
  deducting payments to                                                                                     
  sponsor:                                                                                                  
    1996 (6 Months)                1,701,335    1,857,023    1,741,150    1,936,583                         
    1995                           3,482,461    3,823,939    3,361,477    2,619,840                         
    1994                           3,232,046    2,897,432    1,154,454      212,171                         
    1993                           1,148,550      329,957            -            -                         
    1992                                   -            -            -            -                         
    1991                                   -            -            -            -                         
    1990                                   -            -            -            -                         
    1989                                   -            -            -            -                         
    1988                                   -            -            -            -                         
    1987                                   -            -            -            -                         
    1986                                   -            -            -            -                         
    1985                                   -            -            -            -                         
    1984                                   -            -            -            -                         
    1983                                   -            -            -            -                         
    1982                                   -            -            -            -                         
    1981                                   -            -            -            -                         
    1980                                   -            -            -            -                         
    1979                                   -            -            -            -                         
    1978                                   -            -            -            -                         
Amount paid to sponsor from                                                                                 
  operations (administrative,                                                                               
  accounting and management                                                                                 
  fees):                                                                                                    
    1996 (6 Months)                   53,682       57,121       53,223       74,887                         
    1995                             103,083      114,095      122,107      138,445                         
    1994                              83,046       84,801       37,620        7,023                         
    1993                              27,003        8,220            -            -                         
    1992                                   -            -            -            -                         
    1991                                   -            -            -            -                         
    1990                                   -            -            -            -                         
    1989                                   -            -            -            -                         
    1988                                   -            -            -            -                         
    1987                                   -            -            -            -                         
    1986                                   -            -            -            -                         
    1985                                   -            -            -            -                         
    1984                                   -            -            -            -                         
    1983                                   -            -            -            -                         
    1982                                   -            -            -            -                         
    1981                                   -            -            -            -                         
    1980                                   -            -            -            -                         
    1979                                   -            -            -            -                         
    1978                                   -            -            -            -                         
Dollar amount of property                                                                                   
  sales and refinancing                                                                                     
  before deducting payments                                                                                 
  to sponsor:                                                                                               
    Cash                             286,411      696,012      811,706      775,000                         
    Notes                                  -            -            -            -                         
Amount paid to sponsors                                                                                     
  from property sales and                                                                                   
  refinancing:                                                                                              
    Real estate commissions                -            -            -            -                         
   Incentive fees                          -            -            -            -                         
   Other                                   -            -            -            -                         


Note 3:  Pursuant to a Registration Statement on Form S-11 under the Securities 
     Act of 1933, as amended, effective August 11, 1995, CNL Income Fund
     XVII, Ltd. and CNL Income Fund XVIII, Ltd. each registered for sale
         $30,000,000 of units of limited partnership interest (the "Units"). The
        offering of Units of CNL Income Fund XVII, Ltd. commenced September 2,
        1995. Pursuant to the Registration Statement, the offering of Units of
      CNL Income Fund XVIII, Ltd. would not commence until the offering of
     Units of CNL Income Fund XVII, Ltd. had terminated.  As of June 30,
        1996, CNL Income Fund XVII, Ltd. was in the offering stage; therefore,
      CNL Income Fund XVIII, Ltd. had not commenced its offering of Units.
    As of June 30, 1996, CNL Income Fund XVII, Ltd. had sold 2,113,286
   Units, representing $21,132,863 of capital contributed by limited
      partners, and 13 properties had been acquired.  From commencement of
   the offering through June 30, 1996, total selling commissions and
     discounts were $1,796,293, due diligence expense reimbursement fees
       were $105,665, and acquisition fees were $950,978, for a total amount
     paid to sponsor of $2,852,936.  CNL Income Fund XVII, Ltd. had cash
     generated from operations for the period November 3, 1995 (the date
       funds were originally released from escrow) through June 30, 1996, of
       $266,033.  CNL Income Fund XVII, Ltd. made payments of $47,754 to the
sponsor from operations for this period.                      

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               TABLE III

               Operating Results of Prior Programs
               CNL INCOME FUND, LTD.

                                                        · Enlarge/Download Table

                                             1986                                              
                                           (Note 1)        1987          1988          1989    
                                          -----------  -----------   -----------   ----------- 
                                                                                               
Gross revenues                           $   191,554   $ 1,387,859   $ 1,463,585   $ 1,443,329 
Equity in earnings of joint ventures          47,610       116,195       113,777       116,381 
Profit from sale of properties                     0             0             0             0 
Interest income                               68,373        40,172        15,852        14,788 
Less:  Operating expenses                    (20,031)      (84,727)     (100,630)      (96,613)
       Interest expense                            0             0             0             0 
       Depreciation and amortization         (45,887)     (236,622)     (248,962)     (251,160)
       Minority interest in income of                                                          
         consolidated joint venture                0           (61)       (1,406)            0 
                                         -----------   -----------   -----------   ----------- 
Net income - GAAP basis                      241,619     1,222,816     1,242,216     1,226,725 
                                         ===========   ===========   ===========   =========== 
Taxable income                                                                                 
  - from operations                          226,408     1,103,505     1,123,411     1,106,031 
                                         ===========   ===========   ===========   =========== 
  - from gain on sale                              0             0             0             0 
                                         ===========   ===========   ===========   =========== 
Cash generated from operations                                                                 
  (Notes 2 and 7)                            212,986     1,521,857     1,499,786     1,512,365 
Cash generated from sales (Note 10)                0             0             0             0 
Cash generated from refinancing                    0             0             0             0 
                                         -----------   -----------   -----------   ----------- 
Cash generated from operations, sales                                                          
  and refinancing                            212,986     1,521,857     1,499,786     1,512,365 
Less:  Cash distributions to investors                                                         
  (Note 8)                                                                                     
    - from operating cash flow              (212,986)   (1,443,975)   (1,499,786)   (1,500,000)
    - from sale of properties (Note 6)             0             0             0             0 
    - from cash flow from prior period             0             0             0             0 
    - from return of capital (Note 4)        (82,152)            0          (214)            0 
    - from other (Notes 5 and 10)                  0             0             0             0 
                                         -----------   -----------   -----------   ----------- 
Cash generated (deficiency) after cash                                                         
  distributions                              (82,152)       77,882          (214)       12,365 
Special items (not including sales and                                                         
  refinancing):                                                                                
    Limited partners' capital                                                                  
      contributions                       15,000,000             0             0             0 
    General partners' capital                                                                  
      contributions                            1,000             0             0             0 
    Proceeds from loan from corporate                                                          
      general partner (Note 9)                     0             0             0             0 
    Repayment of loan from corporate                                                           
      general partner (Note 9)                     0             0             0             0 
    Organization costs                       (51,890)            0             0             0 
    Syndication costs                     (1,455,695)      (20,056)            0             0 
    Acquisition of land and buildings     (9,909,615)   (2,003,668)       (8,106)            0 
    Lease costs                                    0             0             0       (50,000)
    Investment in joint ventures          (1,129,974)            0             0             0 
    Loan to tenant, net of repayments              0             0             0             0 
    Repayment of advances (advances)                                                           
      to an affiliate                        (20,500)       20,500             0             0 
    Reimbursement of syndication and                                                           
      acquisition costs paid on behalf                                                         
      of CNL Income Fund, Ltd. by                                                              
      related parties                       (189,401)     (145,371)            0             0 
    Minority interest in joint venture,                                                        
      net of distributions                         0        26,417        (1,755)            0 
    Acquisition of minority interest in                                                        
      joint venture                                0             0       (26,600)            0 
    Increase in other assets                 (26,541)      (12,300)            0             0 
                                         -----------   -----------   -----------   ----------- 
Cash generated (deficiency) after cash                                                         
  distributions and special items          2,135,232    (2,056,596)      (36,675)      (37,635)
                                         ===========   ===========   ===========   =========== 
TAX AND DISTRIBUTION DATA PER                                                                  
  $1,000 INVESTED                                                                              
Federal income tax results:                                                                    
Ordinary income (loss)                                                                         
  - from operations                               36            73            74            73 
                                         ===========   ===========   ===========   =========== 
  - from recapture                                 0             0             0             0 
                                         ===========   ===========   ===========   =========== 
Capital gain (loss)                                0             0             0             0 
                                         ===========   ===========   ===========   =========== 

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                                                                                                                        6 Months  
                                            1990         1991        1992         1993         1994         1995          1996    
                                         -----------  ----------- -----------  -----------  -----------  -----------  ----------- 
                                                                                                                                  
Gross revenues                           $ 1,414,800  $ 1,401,267 $ 1,328,805  $ 1,292,997  $ 1,233,600  $ 1,165,756  $   551,767 
Equity in earnings of joint ventures         116,452      115,198     110,288      114,028      112,160      112,974       54,903 
Profit from sale of properties                     0            0     214,488            0      182,384            0       19,000 
Interest income                               15,208       13,002      13,668        5,302       13,111       11,837        5,177 
Less:  Operating expenses                    (81,179)    (135,127)   (128,135)    (147,416)    (110,252)    (118,268)     (63,844)
       Interest expense                            0            0           0            0            0            0            0 
       Depreciation and amortization        (251,784)    (246,212)   (233,093)    (225,366)    (222,427)    (210,197)    (105,102)
       Minority interest in income of                                                                                             
         consolidated joint venture                0            0           0            0            0            0            0 
                                         -----------  ----------- -----------  -----------  -----------  -----------  ----------- 
Net income - GAAP basis                    1,213,497    1,148,128   1,306,021    1,039,545    1,208,576      962,102      461,901 
                                         ===========  =========== ===========  ===========  ===========  ===========  =========== 
Taxable income                                                                                                                    
  - from operations                        1,085,391    1,031,688     970,214      922,353      996,832      863,755      406,670 
                                         ===========  =========== ===========  ===========  ===========  ===========  =========== 
  - from gain on sale                              0            0     209,586            0      177,224            0       19,000 
                                         ===========  =========== ===========  ===========  ===========  ===========  =========== 
Cash generated from operations                                                                                                    
  (Notes 2 and 7)                          1,500,869    1,442,723   1,309,089    1,285,733    1,279,201    1,182,514      577,966 
Cash generated from sales (Note 10)                0            0   1,169,021            0    1,018,490            0       20,000 
Cash generated from refinancing                    0            0           0            0            0            0            0 
                                         -----------  ----------- -----------  -----------  -----------  -----------  ----------- 
Cash generated from operations, sales                                                                                             
  and refinancing                          1,500,869    1,442,723   2,478,110    1,285,733    2,297,691    1,182,514      597,966 
Less:  Cash distributions to investors                                                                                            
  (Note 8)                                                                                                                        
    - from operating cash flow            (1,500,000)  (1,442,723) (1,309,089)  (1,063,216)  (1,279,201)  (1,182,514)    (577,966)
    - from sale of properties (Note 6)             0            0  (1,080,850)           0            0     (861,500)           0 
    - from cash flow from prior period             0       (8,750)          0            0     (138,422)    (120,554)     (34,476)
    - from return of capital (Note 4)              0            0           0            0            0            0            0 
    - from other (Notes 5 and 10)                  0      (48,527)    (23,873)           0            0            0      (20,000)
                                         -----------  ----------- -----------  -----------  -----------  -----------  ----------- 
Cash generated (deficiency) after cash                                                                                            
  distributions                                  869      (57,277)     64,298      222,517      880,068     (982,054)     (34,476)
Special items (not including sales and                                                                                            
  refinancing):                                                                                                                   
    Limited partners' capital                                                                                                     
      contributions                                0            0           0            0            0            0            0 
    General partners' capital                                                                                                     
      contributions                                0       65,000       7,400            0      120,000            0            0 
    Proceeds from loan from corporate                                                                                             
      general partner (Note 9)                     0            0           0            0            0            0        8,100 
    Repayment of loan from corporate                                                                                              
      general partner (Note 9)                     0            0           0            0            0            0       (8,100)
    Organization costs                             0            0           0            0            0            0            0 
    Syndication costs                              0            0           0            0            0            0            0 
    Acquisition of land and buildings              0       (7,049)    (14,523)           0            0            0            0 
    Lease costs                                    0       (2,000)          0            0            0            0            0 
    Investment in joint ventures                   0            0           0            0            0            0            0 
    Loan to tenant, net of repayments              0            0     (25,000)      25,000            0            0            0 
    Repayment of advances (advances)                                                                                              
      to an affiliate                              0            0           0            0            0            0            0 
    Reimbursement of syndication and                                                                                              
      acquisition costs paid on behalf                                                                                            
      of CNL Income Fund, Ltd. by                                                                                                 
      related parties                              0            0           0            0            0            0            0 
    Minority interest in joint venture,                                                                                           
      net of distributions                         0            0           0            0            0            0            0 
    Acquisition of minority interest in                                                                                           
      joint venture                                0            0           0            0            0            0            0 
    Increase in other assets                       0            0     (30,000)           0            0            0            0 
                                         -----------  ----------- -----------  -----------  -----------  -----------  ----------- 
Cash generated (deficiency) after cash                                                                                            
  distributions and special items                869       (1,326)      2,175      247,517    1,000,068     (982,054)     (34,476)
                                         ===========  =========== ===========  ===========  ===========  ===========  =========== 
TAX AND DISTRIBUTION DATA PER                                                                                                     
  $1,000 INVESTED                                                                                                                 
Federal income tax results:                                                                                                       
Ordinary income (loss)                                                                                                            
  - from operations                               72           68          64           61           66           57           27 
                                         ===========  =========== ===========  ===========  ===========  ===========  =========== 
  - from recapture                                 0            0           0            0            0            0            0 
                                         ===========  =========== ===========  ===========  ===========  ===========  =========== 
Capital gain (loss)                                0            0          14            0           12            0            1 
                                         ===========  =========== ===========  ===========  ===========  ===========  =========== 

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TABLE III - CNL INCOME FUND, LTD. (continued)                                   

                                                        · Enlarge/Download Table

                                               1986                                           
                                             (Note 1)       1987         1988         1989    
                                           -----------  -----------  -----------  ----------- 
                                                                                              
Cash distributions to investors                                                               
  Source (on GAAP basis)                                                                      
  - from investment income                          39           81           82           81 
  - from capital gain                                0            0            0            0 
  - from return of capital (Note 3)                  9           15           18           19 
                                           -----------  -----------  -----------  ----------- 
Total distributions on GAAP basis (Note 8)          48           96          100          100 
                                           ===========  ===========  ===========  =========== 
  Source (on cash basis)                                                                      
  - from sales                                       0            0            0            0 
  - from refinancing                                 0            0            0            0 
  - from operations                                 35           96          100          100 
  - from cash flow from prior period                 0            0            0            0 
  - from return of capital (Note 4)                 13            0            0            0 
  - from other (Notes 5 and 10)                      0            0            0            0 
                                           -----------  -----------  -----------  ----------- 
Total distributions on cash basis (Note 8)          48           96          100          100 
                                           ===========  ===========  ===========  =========== 
Total cumulative cash distributions per                                                       
  $1,000 investment from inception                  48          144          244          344 
Amount (in percentage terms) remaining                                                        
  invested in program properties at the                                                       
  end of each year (period) presented                                                         
  (original total acquisition cost of                                                         
  properties retained, divided by original                                                    
  total acquisition cost of all properties                                                    
  in program) (Note 6)                             100%         100%         100%         100%


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                                                                                                                         6 Months  
                                              1990         1991        1992         1993         1994         1995         1996    
                                           ----------   ----------  ----------   ----------   ----------   ----------   ---------- 
                                                                                                                                   
Cash distributions to investors                                                                                                    
  Source (on GAAP basis)                                                                                                           
  - from investment income                         80           76          72           69           68           63           29 
  - from capital gain                               0            0          14            0           12            0            1 
  - from return of capital (Note 3)                20           24          75            2           15           81           12 
                                           ----------   ----------  ----------   ----------   ----------   ----------   ---------- 
Total distributions on GAAP basis (Note 8)        100          100         161           71           95          144           42 
                                           ==========   ==========  ==========   ==========   ==========   ==========   ========== 
  Source (on cash basis)                                                                                                           
  - from sales                                      0            0          72            0            0           57            0 
  - from refinancing                                0            0           0            0            0            0            0 
  - from operations                               100           96          87           71           85           79           39 
  - from cash flow from prior period                0            1           0            0           10            8            2 
  - from return of capital (Note 4)                 0            0           0            0            0            0            0 
  - from other (Notes 5 and 10)                     0            3           2            0            0            0            1 
                                           ----------   ----------  ----------   ----------   ----------   ----------   ---------- 
Total distributions on cash basis (Note 8)        100          100         161           71           95          144           42 
                                           ==========   ==========  ==========   ==========   ==========   ==========   ========== 
Total cumulative cash distributions per                                                                                            
  $1,000 investment from inception                444          544         705          776          871        1,015        1,057 
Amount (in percentage terms) remaining                                                                                             
  invested in program properties at the                                                                                            
  end of each year (period) presented                                                                                              
  (original total acquisition cost of                                                                                              
  properties retained, divided by original                                                                                         
  total acquisition cost of all properties                                                                                         
  in program) (Note 6)                            100%         100%         92%          92%          85%          85%          85%


Note 1:  The registration statement relating to the offering of units by CNL    
     Income Fund, Ltd. became effective on April 9, 1986. All income and
      expenses include the period from April 9, 1986 to December 31, 1986.

Note 2:  Cash generated from operations includes cash received from tenants,    
      plus distributions from joint ventures, less cash paid for expenses,
plus interest received.                                       

Note 3:  Cash distributions presented above as a return of capital on a GAAP    
basis represent the amount of cash distributions in excess of 
         accumulated net income on a GAAP basis. Accumulated net income includes
      deductions for depreciation and amortization expense and income from
        certain non-cash items. This amount is not required to be presented as
       a return of capital except for purposes of this table, and CNL Income
       Fund, Ltd. has not treated this amount as a return of capital for any
other purpose, except for amounts described in Note 6 below.  

Note 4:  CNL Income Fund, Ltd. makes its distributions in the current period    
       rather than in arrears based on estimated operating results. In cases
        where distributions exceed cash from operations in the current period,
once finally determined, subsequent distributions are lowered 
         accordingly in order to avoid any return of capital. This amount is not
        required to be presented as a return of capital except for purposes of
        this table, and CNL Income Fund, Ltd. has not treated this amount as a
       return of capital for any other purpose, except for amounts described
in Note 6 below.                                              

Note 5:  The corporate general partner of CNL Income Fund, Ltd. contributed     
        $65,000, $7,400 and $120,000 during the years ended December 31, 1991,
       1992 and 1994, respectively, in connection with the operations of the
partnership.                                                  

Note 6:  During the year ended December 31, 1992, CNL Income Fund, Ltd. sold one
         of its properties. Of the net sales proceeds distributed to the limited
       partners, $823,975 was treated as a return of capital for purposes of
   calculating the limited partners' preferred return.  In addition,
       during the year ended December 31, 1994, CNL Income Fund, Ltd. sold a
    property and $861,500 of net sales proceeds distributed to limited
         partners was treated as a return of capital for purposes of calculating
       the limited partners' preferred return.  As a result of these returns
  of capital, the amount of the limited partners' adjusted capital
 contributions (which generally is the limited partners' capital
        contributions, less distributions from the sale of a property that are
considered to be a return of capital) was decreased.          

Note 7:  Cash generated from operations per this table agrees to cash generated 
 from operations per the statement of cash flows included in the
financial statements of CNL Income Fund, Ltd.                 

Note 8:  As a result of the partnership's change in investor services agents in 
     1993, distributions are now declared at the end of each quarter and
     paid in the following quarter.  Since this table generally presents
distributions on a cash basis (rather than amounts declared), 
        distributions on a cash basis for 1993 only reflect payments for three
      quarters. Distributions declared for the quarters ended December 31,
        1993, 1994 and 1995, are reflected in the 1994, 1995 and 1996 columns,
       respectively, for distributions on a cash basis due to the payment of
        such distributions in January 1994, 1995 and 1996, respectively.  As a
       result of 1994, 1995 and 1996 distributions being presented on a cash
      basis, distributions declared and unpaid as of December 31, 1994 and
      1995, and June 30, 1996, are not included in the 1994, 1995 and 1996
totals, respectively.                                         

Note 9:  CNL Income Fund, Ltd. entered into a promissory note with the corporate
       general partner for a loan in the amount of $8,100 in connection with
         the operations of CNL Income Fund, Ltd.  The loan was uncollateralized,
   non-interest bearing and due on demand.  As of June 30, 1996, CNL
        Income Fund, Ltd. had repaid the loan in full to the corporate general
partner.                                                      

Note 10: During the six months ended June 30, 1996, CNL Income Fund, Ltd.       
   received proceeds of $20,000 for the sale of a small, undeveloped
portion of the land relating to a certain property.           

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TABLE III 

Operating Results of Prior Programs 
CNL INCOME FUND II, LTD.

                                                        · Enlarge/Download Table

                                                1987                                                                               
                                              (Note 1)         1988           1989           1990                                  
                                           ------------    ------------   ------------  -------------                              
                                                                                                                                   
Gross revenue                             $    891,543     $  2,379,358   $  2,416,161   $  2,413,874                              
Equity in earnings of joint ventures             6,648           39,579         82,531        103,198                              
Profit from sale of properties                       0                0              0              0                              
Interest income                                303,497           55,545         30,522         31,682                              
Lease termination income                             0                0              0              0                              
Less:  Operating expenses                      (39,295)        (120,160)      (127,796)      (104,043)                             
       Interest expense                              0                0              0              0                              
       Depreciation and amortization          (170,283)        (442,652)      (460,460)      (452,752)                             
                                          ------------     ------------   ------------   ------------                              
Net income - GAAP basis                        992,110        1,911,670      1,940,958      1,991,959                              
                                          ============     ============   ============   ============                              
Taxable income                                                                                                                     
  - from operations                          1,010,827        1,931,840      1,963,484      2,021,575                              
                                          ============     ============   ============   ============                              
  - from gain (loss) on sale                         0                0              0              0                              
                                          ============     ============   ============   ============                              
Cash generated from operations                                                                                                     
  (Notes 2 and 6)                            1,195,312        2,311,231      2,430,909      2,442,845                              
Cash generated from sales (Note 4)                   0                0              0              0                              
Cash generated from refinancing                      0                0              0              0                              
                                          ------------     ------------   ------------   ------------                              
Cash generated from operations, sales                                                                                              
  and refinancing                            1,195,312        2,311,231      2,430,909      2,442,845                              
Less: Cash distributions to investors                                                                                              
  (Note 7)                                                                                                                         
    - from operating cash flow              (1,153,877)      (2,281,500)    (2,376,000)    (2,438,500)                             
    - from sale of properties                        0                0              0              0                              
    - from cash flow from prior period               0                0              0              0                              
    - from other                                     0                0              0              0                              
                                          ------------     ------------   ------------   ------------                              
Cash generated (deficiency) after                                                                                                  
  cash distributions                            41,435           29,731         54,909          4,345                              
Special items (not including sales and                                                                                             
  refinancing):                                                                                                                    
    Limited partners' capital                                                                                                      
      contributions                         25,000,000                0              0              0                              
    General partners' capital                                                                                                      
      contributions (Note 5)                     1,000                0              0              0                              
    Proceeds from loans from corporate                                                                                             
      general partner (Note 8)                       0                0              0              0                              
    Repayment of loans from corporate                                                                                              
      general partner (Note 8)                       0                0              0              0                              
    Organization costs                         (10,000)               0              0              0                              
    Syndication costs                       (2,445,247)               0              0              0                              
    Acquisition of land and buildings      (19,482,309)      (2,462,767)       (22,330)             0                              
    Lease costs                                      0                0        (50,000)             0                              
    Investment in joint ventures              (307,355)               0         (1,217)       (65,000)                             
    Insurance proceeds                               0                0              0         65,000                              
    Deposit received from tenant to be                                                                                             
      used for renovation                            0                0              0              0                              
    Proceeds received from tenant in                                                                                               
      connection with termination of                                                                                               
      lease                                          0                0              0              0                              
    Increase in restricted cash                      0                0              0              0                              
    Repayment of advance from an                                                                                                   
      affiliate                                (20,500)               0              0              0                              
    Reimbursement of syndication and                                                                                               
      acquisition costs paid on behalf                                                                                             
      of CNL Income Fund II, Ltd. by                                                                                               
      related parties                         (253,510)          (1,547)             0              0                              
    Increase in other assets                         0                0              0              0                              
                                          ------------     ------------   ------------   ------------                              
Cash generated (deficiency) after cash                                                                                             
  distributions and special items            2,523,514       (2,434,583)       (18,638)         4,345                              
                                          ============     ============   ============   ============                              
TAX AND DISTRIBUTION DATA PER                                                                                                      
  $1,000 INVESTED