UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                    FORM 10-K

(Mark One)

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

                   For the fiscal year ended December 31, 1997

                                       OR

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

                        For the transition period from to


                         Commission file number 0-26216

                            CNL INCOME FUND XV, LTD.
             (Exact name of registrant as specified in its charter)

                     Florida                            59-3198888
         (State or other jurisdiction of   (I.R.S. Employer Identification No.)
         incorporation or organization)

                              400 East South Street
                             Orlando, Florida 32801
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (407) 422-1574

               Securities registered pursuant to Section 12(b) of
                                    the Act:

                 Title of each class:    Name of exchange on which registered:
                         None                       Not Applicable

               Securities registered pursuant to Section 12(g) of
                                    the Act:

              Units of limited partnership interest ($10 per Unit)
                                (Title of class)

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

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

         Aggregate market value of the voting stock held by nonaffiliates of the
registrant:   The  registrant   registered  an  offering  of  units  of  limited
partnership  interest  (the  "Units") on Form S-11 under the  Securities  Act of
1933, as amended. Since no established market for such Units exists, there is no
market value for such Units. Each Unit was originally sold at $10 per Unit.

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None


<PAGE>



                                     PART I


Item 1.  Business

         CNL Income Fund XV, Ltd. (the  "Registrant" or the  "Partnership") is a
limited  partnership  which was  organized  pursuant to the laws of the State of
Florida on September 2, 1993. The general partners of the Partnership are Robert
A.  Bourne,  James  M.  Seneff,  Jr.  and  CNL  Realty  Corporation,  a  Florida
corporation  (the  "General  Partners").  Beginning on February  23,  1994,  the
Partnership offered for sale up to $40,000,000 of limited partnership  interests
(the  "Units")  (4,000,000  Units at $10 per Unit)  pursuant  to a  registration
statement on Form S-11 under the Securities  Act of 1933, as amended,  effective
February 23, 1994.  The offering  terminated on September 1, 1994, at which date
the maximum  offering  proceeds of $40,000,000  had been received from investors
who  were  admitted  to  the  Partnership  as  limited  partners  (the  "Limited
Partners").

         The  Partnership  was organized to acquire both newly  constructed  and
existing  restaurant  properties,  as well as properties upon which  restaurants
were to be  constructed  (the  "Properties"),  which  are  leased  primarily  to
operators of national and regional fast-food and family-style  restaurant chains
(the "Restaurant Chains").  Net proceeds to the Partnership from its offering of
Units,  after  deduction  of  organizational  and  offering  expenses,  totalled
$35,200,000  and were used to acquire 45  Properties,  including  15  Properties
consisting of only land and two Properties owned by a joint venture in which the
Partnership is a co-venturer, to pay acquisition fees totalling $2,200,000 to an
affiliate of the General Partners and to establish a working capital reserve for
Partnership purposes. During the year ended December 31, 1995, the tenant of two
Checkers  Properties  in  Knoxville,  Tennessee,  and one  Checkers  Property in
Leavenworth,  Kansas,  which  consisted  of land only,  exercised  its option in
accordance with the lease  agreements to substitute  other  Properties for these
three  Properties.  The  Partnership  sold  the  two  Properties  in  Knoxville,
Tennessee,  and the  Property  in  Leavenworth,  Kansas,  and used the net sales
proceeds to acquire two Checkers Properties, consisting of land only, located in
Orlando and  Bradenton,  Florida.  During the year ended  December 31, 1996, the
Partnership acquired a Property in Clinton,  North Carolina,  with affiliates of
the General Partners as  tenants-in-common.  In addition,  during the year ended
December 31, 1996,  Wood-Ridge  Real Estate Joint  Venture,  a joint  venture in
which  the  Partnership  is a  co-venturer  with  an  affiliate  of the  General
Partners,  sold its two Properties to the tenant.  The joint venture  reinvested
the majority of the net sales proceeds in four Boston Market  Properties (one of
which  consisted  of only land) and one Golden  Corral  Property.  The  building
portion of the  Property  in  Murfreesboro,  Tennessee  is owned by the  tenant.
During the year ended  December 31, 1997,  Wood-Ridge  Real Estate Joint Venture
reinvested the remaining  proceeds from the sales of the two Properties in 1996,
in a Taco  Bell  Property  in  Anniston,  Alabama.  As a  result  of  the  above
transactions,  as of December 31, 1997,  the  Partnership  owned 49  Properties,
including 14 wholly owned  Properties  consisting of only land,  six  Properties
owned by a joint  venture  in which the  Partnership  is a  co-venturer  and one
Property  owned with an  affiliate  as  tenants-in-common.  The lessee of the 14
wholly owned Properties  consisting of only land owns the buildings currently on
the land and has the right,  if not in default  under the leases,  to remove the
buildings from the land at the end of the lease terms. The Properties are leased
on a  triple-net  basis  with  the  lessees  responsible  for  all  repairs  and
maintenance, property taxes, insurance and utilities.

         The  Partnership  will hold its Properties  until the General  Partners
determine that the sale or other  disposition of the Properties is  advantageous
in view of the Partnership's investment objectives.  In deciding whether to sell
Properties, the General Partners will consider factors such as potential capital
appreciation,  net cash flow and  federal  income  tax  considerations.  Certain
lessees also have been granted options to purchase Properties,  generally at the
Property's  then fair market  value after a specified  portion of the lease term
has elapsed.  In general,  the General Partners plan to seek the sale of some of
the  Properties  commencing  seven  to 12 years  after  their  acquisition.  The
Partnership  has no  obligation  to sell all or any portion of a Property at any
particular  time,  except as may be required  under  property  purchase  options
granted to certain lessees.

Leases

         Although there are variations in the specific terms of the leases,  the
following  is  a  summarized   description  of  the  general  structure  of  the
Partnership's  leases. The leases of the Properties owned by the Partnership and
the

                                        1

<PAGE>



joint  venture in which the  Partnership  is a  co-venturer  provide for initial
terms  ranging  from 15 to 20 years  (the  average  being 19 years)  and  expire
between 2009 and 2015.  All leases are on a triple-net  basis,  with the lessees
responsible  for all repairs and  maintenance,  property  taxes,  insurance  and
utilities.  The leases of the Properties  provide for minimum base annual rental
payments (payable in monthly installments) ranging from approximately $22,500 to
$190,600.  All of the leases  provide  for  percentage  rent,  based on sales in
excess of a specified  amount.  In addition,  the majority of the leases provide
that,  commencing in specified  lease years  (generally the sixth or ninth lease
year), the annual base rent required under the terms of the lease will increase.

         Generally,  the  leases  of the  Properties  provide  for  two to  five
five-year  renewal  options  subject  to the same  terms and  conditions  as the
initial  lease.  Certain  lessees  also have been  granted  options to  purchase
Properties at the Property's then fair market value after a specified portion of
the lease  term has  elapsed.  Under the terms of  certain  leases,  the  option
purchase  price  may equal  the  Partnership's  original  cost to  purchase  the
Property (including  acquisition  costs),  plus a specified  percentage from the
date of the lease or a specified percentage of the Partnership's purchase price,
if that amount is greater than the Property's  fair market value at the time the
purchase option is exercised.

         In January 1997,  Wood-Ridge  Real Estate Joint Venture  reinvested the
majority  of the  remaining  net  sales  proceeds  from the 1996 sale of its two
Properties in a Taco Bell Property located in Anniston, Alabama. The lease terms
for this Property are substantially  the same as the Partnership's  other leases
as described above in the first two paragraphs of this section.

Major Tenants

         During  1997,  five  lessees  (or group of  affiliated  lessees) of the
Partnership,  (i) Flagstar  Enterprises,  Inc. and  Quincy's  Restaurants,  Inc.
(which are affiliated  entities  under common  control of Flagstar  Corporation)
(hereinafter  referred  to as  Flagstar  Corporation),  (ii)  Checkers  Drive-In
Restaurants,  Inc., (iii) Long John Silver's, Inc., (iv) Foodmaker, Inc. and (v)
Golden  Corral  Corporation,  each  contributed  more  than ten  percent  of the
Partnership's  total rental income (including the Partnership's  share of rental
income from six Properties  owned by a joint venture and one Property owned with
affiliates as tenants-in-common).  As of December 31, 1997, Flagstar Corporation
was the lessee under leases  relating to eight  restaurants,  Checkers  Drive-In
Restaurants,  Inc. was the lessee under leases relating to 14 restaurants,  Long
John Silver's,  Inc. was the lessee under leases relating to eight  restaurants,
Foodmaker,  Inc. was the lessee under leases  relating to four  restaurants  and
Golden  Corral  Corporation  was  the  lessee  under  leases  relating  to  five
restaurants.  It is  anticipated  that  based  on the  minimum  rental  payments
required by the leases, these five lessees (or group of affiliated lessees) each
will continue to  contribute  more than ten percent of the  Partnership's  total
rental income in 1998 and subsequent years. In addition, five Restaurant Chains,
Hardee's,  Checkers  Drive-In  Restaurants,  Long John  Silver's,  Golden Corral
Family  Steakhouse  Restaurants  ("Golden  Corral")  and Jack in the  Box,  each
accounted  for more than ten percent of the  Partnership's  total rental  income
during  1997  (including  the  Partnership's  share of  rental  income  from six
Properties  owned by a joint venture and one Property  owned with  affiliates as
tenants-in-common).  In  subsequent  years,  it is  anticipated  that these five
Restaurant Chains each will continue to account for more than ten percent of the
total rental income to which the  Partnership is entitled under the terms of the
leases.  Any failure of these  lessees or  Restaurant  Chains  could  materially
affect the Partnership's income. No single tenant or group of affiliated tenants
lease Properties with an aggregate  carrying value,  excluding  acquisition fees
and certain acquisition expenses, in excess of 20 percent of the total assets of
the Partnership.

Joint Venture Arrangement

         In  August  1994,  the   Partnership   entered  into  a  joint  venture
arrangement,  Wood-Ridge  Real Estate  Joint  Venture,  with an affiliate of the
General  Partners  to  purchase  and hold two  Properties.  In  September  1996,
Wood-Ridge  Real Estate Joint Venture sold its two  Properties to the tenant and
as of December 31, 1997,  had  reinvested the majority of the net sales proceeds
in six replacement  Properties.  The joint venture distributed the remaining net
sales proceeds to the Partnership and its co-venture partner on a pro-rata basis
during 1997. The joint venture arrangement  provides for the Partnership and its
joint  venture  partner to share in all costs and benefits  associated  with the
joint venture in accordance with their  respective  percentage  interests in the
joint venture.  The  Partnership  and its joint venture partner are also jointly
and severally  liable for all debts,  obligations  and other  liabilities of the
joint venture.

                                        2

<PAGE>




         Wood-Ridge  Real Estate  Joint  Venture has an initial term of 30 years
and, after the expiration of the initial term,  continues in existence from year
to year unless  terminated at the option of either of the joint  venturers or by
an  event  of  dissolution.   Events  of  dissolution  include  the  bankruptcy,
insolvency or termination of any joint  venturer,  sale of the Property owned by
the joint venture,  unless agreed to by mutual  agreement of the Partnership and
its joint  venture  partner  to  reinvest  the  sales  proceeds  in  replacement
Properties,  and by mutual  agreement of the  Partnership  and its joint venture
partner to dissolve the joint venture.

         The Partnership  shares management control equally with an affiliate of
the General Partners for Wood-Ridge Real Estate Joint Venture. The joint venture
agreement  restricts  each  venturer's  ability to sell,  transfer or assign its
joint venture  interest  without first offering it for sale to its joint venture
partner,  either upon such terms and  conditions  as to which the  venturers may
agree or,  in the  event  the  venturers  cannot  agree,  on the same  terms and
conditions  as any offer  from a third  party to  purchase  such  joint  venture
interest.

         Net cash flow from  operations of Wood-Ridge  Real Estate Joint Venture
is  distributed  50 percent  to each  joint  venture  partner.  Any  liquidation
proceeds,  after paying joint venture debts and liabilities and funding reserves
for  contingent  liabilities,  will be  distributed  first to the joint  venture
partners with positive  capital account  balances in proportion to such balances
until such  balances  equal zero,  and  thereafter  in  proportion to each joint
venture partner's percentage interest in the joint venture.

         In addition to the above joint venture agreement,  in January 1996, the
Partnership  entered  into an  agreement  to hold a Golden  Corral  Property  as
tenants-in-common  with  affiliates  of  the  General  Partners.  The  agreement
provides  for the  Partnership  and the  affiliates  to share in the profits and
losses of the Property in proportion to each co-venturer's  percentage interest.
The Partnership owns a 15.02% interest in this Property.

Certain Management Services

         CNL Income Fund Advisors,  Inc., an affiliate of the General  Partners,
provided  certain  services  relating to management of the  Partnership  and its
Properties  pursuant to a  management  agreement  with the  Partnership  through
September 30, 1995.  Under this  agreement,  CNL Income Fund Advisors,  Inc. was
responsible for collecting  rental  payments,  inspecting the Properties and the
tenants'  books and records,  assisting the  Partnership in responding to tenant
inquiries and notices and providing  information  to the  Partnership  about the
status of the leases and the  Properties.  CNL Income Fund  Advisors,  Inc. also
assisted the General Partners in negotiating the leases. For these services, the
Partnership  had agreed to pay CNL Income Fund  Advisors,  Inc. an annual fee of
one percent of the sum of gross rental revenues from Properties  wholly owned by
the  Partnership  plus the  Partnership's  allocable  share of gross revenues of
joint ventures in which the  Partnership is a co-venturer,  but not in excess of
competitive fees for comparable services.

         Effective October 1, 1995, CNL Income Fund Advisors,  Inc. assigned its
rights  in,  and its  obligations  under,  the  management  agreement  with  the
Partnership  to CNL Fund  Advisors,  Inc. All of the terms and conditions of the
management agreement,  including the payment of fees, as described above, remain
unchanged.

         The management agreement continues until the Partnership no longer owns
an interest in any Properties unless terminated at an earlier date upon 60 days'
prior notice by either party.

Competition

         The fast-food and family-style  restaurant business is characterized by
intense  competition.  The restaurants on the Partnership's  Properties  compete
with  independently  owned  restaurants,  restaurants which are part of local or
regional chains and restaurants in other well-known  national chains,  including
those offering different types of food and service.

         At the time the Partnership elects to dispose of its Properties,  other
than as a result of the exercise of tenant options to purchase  Properties,  the
Partnership  will be in  competition  with other  persons and entities to locate
purchasers for its Properties.



                                        3

<PAGE>



Employees

         The  Partnership   has  no  employees.   The  officers  of  CNL  Realty
Corporation  and the officers and employees of CNL Fund Advisors,  Inc.  perform
certain  services for the  Partnership.  In addition,  the General Partners have
available to them the  resources  and expertise of the officers and employees of
CNL Group, Inc., a diversified real estate company, and its affiliates,  who may
also perform certain services for the Partnership.


Item 2.  Properties

         As of December 31, 1997,  the  Partnership  owned,  either  directly or
through  joint  venture  arrangements,  49  Properties,  located  in 18  states.
Reference  is made to the Schedule of Real Estate and  Accumulated  Depreciation
filed  with this  report for a listing of the  Properties  and their  respective
costs, including acquisition fees and certain acquisition expenses.

Description of Properties

         Land. The Partnership's  Property sites range from approximately 15,600
to 137,700  square  feet  depending  upon  building  size and local  demographic
factors.  Sites  purchased  by  the  Partnership  are  in  locations  zoned  for
commercial use which have been reviewed for traffic patterns and volume.

         Buildings.  Each of the Properties owned by the Partnership  includes a
building that is one of a Restaurant  Chain's  approved  designs.  However,  the
buildings located on the 14 Checkers Properties owned by the Partnership and one
Boston Market  Property owned by Wood-Ridge  Real Estate Joint Venture are owned
by the tenants. The buildings generally are rectangular and are constructed from
various  combinations of stucco,  steel,  wood, brick and tile. The sizes of the
buildings  owned by the  Partnership  range from  approximately  1,500 to 11,000
square feet.  All buildings on Properties  are  freestanding  and  surrounded by
paved  parking  areas.  Buildings  are suitable for  conversion to various uses,
although  modifications  may be required prior to use for other than  restaurant
operations.

         Generally,  a  lessee  is  required,  under  the  terms  of  its  lease
agreement,  to make such capital  expenditures as may be reasonably necessary to
refurbish  buildings,  premises,  signs and  equipment  so as to comply with the
lessee's  obligations,  if applicable,  under the franchise agreement to reflect
the current commercial image of its Restaurant Chain. These capital expenditures
are required to be paid by the lessee during the term of the lease.

         Leases  with Major  Tenants.  The terms of each of the leases  with the
Partnership's  major  tenants as of December  31,  1997 (see Item 1.  Business -
Major Tenants), are substantially the same as those described in Item 1.
Business - Leases.

         Flagstar Corporation leases seven Hardee's restaurants and one Quincy's
restaurant.  The initial term of each lease is 20 years  (expiring  between 2013
and 2014) and the average  minimum  base annual  rent is  approximately  $76,700
(ranging from approximately $62,900 to $97,100).

         Checkers  Drive-In  Restaurants,   Inc.  leases  14  Checkers  Drive-In
Restaurants  ("Checkers").  The  initial  term of each of its leases is 20 years
(expiring  between  2014 and 2015) and the average  minimum  base annual rent is
approximately  $42,900  (ranging  from  approximately  $22,500 to $63,100).  The
leases for the 14 Checkers  Properties consist of only land. The tenant owns the
buildings  currently on the land and has the right,  if not in default under the
lease, to remove the buildings from the land at the end of the lease term.

         Long John Silver's,  Inc.  leases eight Long John Silver's  restaurants
with an initial term of 20 years (expiring in 2014) and the average minimum base
annual rent is  approximately  $75,600  (ranging from  approximately  $58,600 to
$92,900).

         Foodmaker,  Inc. leases four Jack in the Box restaurants.  This initial
term of each lease is 18 years  (expiring in 2012) and the average  minimum base
annual rent is  approximately  $91,100  (ranging from  approximately  $71,000 to
$102,200).

                                        4

<PAGE>




         In  addition,  Golden  Corral  Corporation  leases five  Golden  Corral
restaurants.  The initial term of each lease is 15 years (expiring  between 2009
and 2011) and the average  minimum  base annual rent is  approximately  $137,400
(ranging from approximately $88,000 to $190,600).

         The General Partners consider the Properties to be well-maintained  and
sufficient for the Partnership's operations.


Item 3.  Legal Proceedings

         Neither the  Partnership,  nor its General Partners or any affiliate of
the General Partners, nor any of their respective properties,  is a party to, or
subject to, any material pending legal proceedings.


Item 4.  Submission of Matters to a Vote of Security Holders

         Not applicable.



                                     PART II


Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

         As of  February  28,  1998,  there were 2,705  holders of record of the
Units.  There  is no  public  trading  market  for  the  Units,  and  it is  not
anticipated  that a public market for the Units will develop.  Limited  Partners
who wish to sell  their  Units may offer  the  Units  for sale  pursuant  to the
Partnership's  distribution reinvestment plan (the "Plan"), and Limited Partners
who wish to have their  distributions  used to acquire  additional Units (to the
extent Units are available for  purchase),  may do so pursuant to such Plan. The
General Partners have the right to prohibit transfers of Units. Since inception,
the price paid for any Unit transferred  pursuant to the Plan has been $9.50 per
Unit. The price to be paid for any Unit  transferred  other than pursuant to the
Plan is subject to negotiation by the purchaser and the selling Limited Partner.
The Partnership will not redeem or repurchase Units.

         The following table reflects,  for each calendar quarter, the high, low
and average  sales prices for transfers of Units during 1997 and 1996 other than
pursuant to the Plan, net of commissions.
<TABLE>
<CAPTION>

                                                      1997 (1)                           1996 (1)
                                           ------------------------------           -----------------
                                              High      Low     Average          High      Low     Average
<S> <C>
         First Quarter                       $10.00   $ 8.30     $ 9.37          $9.50    $9.50      $9.50
         Second Quarter                        9.98     8.50       8.99          10.00    10.00      10.00
         Third Quarter                        10.00     8.07       8.91           9.50     8.83       9.28
         Fourth Quarter                        9.50     8.17       9.14           8.60     8.60       8.60
</TABLE>

(1)      A total of 26,053 and 32,575 Units were transferred other than pursuant
         to the Plan for the years ended December 31, 1997 and 1996.

(2) No transfer of Units took place  during the quarter  other than  pursuant to
the Plan.

         The  capital  contribution  per Unit was $10.  All cash  available  for
distribution  will be distributed to the partners  pursuant to the provisions of
the Partnership Agreement.


                                        5

<PAGE>



         For the  years  ended  December  31,  1997 and  1996,  the  Partnership
declared cash distributions of $3,200,000 and $3,280,000,  respectively,  to the
Limited  Partners.  During the quarter ended December 31, 1996, the  Partnership
declared  a special  distribution  to the  Limited  Partners  of  $80,000  which
represented   cumulative  excess  operating   reserves.   The  General  Partners
anticipate  that the  Partnership  will  declare a special  distribution  to the
Limited  Partners  during  the  quarter  ending  March  31,  1998,  representing
cumulative excess operating reserves. No amounts distributed to partners for the
years ended  December 31, 1997 and 1996, are required to be or have been treated
by the  Partnership  as a return of capital  for  purposes  of  calculating  the
Limited   Partners'   return  on  their  adjusted  capital   contributions.   No
distributions  have been made to the General  Partners to date.  As indicated in
the chart below,  these  distributions were declared at the close of each of the
Partnership's  calendar  quarters.  These amounts include monthly  distributions
made in arrears for the Limited Partners electing to receive such  distributions
on this basis.

         Quarter Ended                    1997              1996
         -------------                 ----------        -----------

         March 31                        $800,000          $800,000
         June 30                          800,000           800,000
         September 30                     800,000           800,000
         December 31 (1)                  800,000           880,000

(1)      Includes a special  distribution to Limited Partners of $80,000 for the
         quarter ended December 31, 1996.

         The  Partnership  intends to  continue  to make  distributions  of cash
available  for  distribution  to the  Limited  Partners  on a  quarterly  basis,
although some Limited  Partners,  in  accordance  with their  election,  receive
monthly distributions, for an annual fee.


Item 6.  Selected Financial Data
<TABLE>
<CAPTION>

                                     1997           1996           1995           1994           1993 (1)
                                -------------- -------------- -------------- -------------- -------------
<S> <C>
Year Ended December 31:
    Revenues (2)                  $  3,908,014   $  4,068,610   $  3,914,985   $  1,319,692  $       -
    Net income (3)                   3,434,905      3,585,059      3,372,468      1,185,918          -
    Cash distributions declared      3,200,000      3,280,000      2,900,001      1,185,946          -
    Net income per Unit (3) (4)           0.85           0.89           0.83           0.41          -
    Cash distribution declared
       per Unit (4)                       0.80           0.82           0.73           0.41          -

At December 31:
    Total assets                   $37,045,723    $36,936,678    $36,516,732    $37,058,475    $   1,000
    Partners' capital              $36,223,403    $35,988,498    $35,683,439    $35,210,972    $   1,000
</TABLE>


(1)      Selected  financial data for 1993  represents  the period  September 2,
         1993 (date of inception) to December 31, 1993.

(2)      Revenues include equity in earnings of the joint venture.

(3)      Net income for the year ended December 31, 1995,  includes $71,023 from
         loss on sale of land.

(4)      Based  on  the  weighted   average  number  of  Limited  Partner  Units
         outstanding  during the years ended  December 31, 1997,  1996 and 1995,
         and the period March 24, 1994 through December 31, 1994.

         The above selected  financial  data should be read in conjunction  with
the financial statements and related notes contained in Item 8 hereof.



                                        6

<PAGE>




Item 7.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations

         The  Partnership  was  organized on  September 2, 1993,  to acquire for
cash,  either  directly  or  through  joint  venture  arrangements,  both  newly
constructed  and  existing  restaurant  Properties,  as well as land upon  which
restaurant  Properties  were to be  constructed,  which are leased  primarily to
operators  of  selected   national  and  regional   fast-food  and  family-style
Restaurant Chains. The leases are triple-net leases,  with the lessees generally
responsible  for all repairs and  maintenance,  property  taxes,  insurance  and
utilities. As of December 31, 1997, the Partnership owned 49 Properties,  either
directly or through joint venture arrangements.

Liquidity and Capital Resources

         Net  proceeds to the  Partnership  from its  offering  of Units,  after
deduction of organizational and offering expenses,  totalled $35,200,000.  As of
December 31, 1994,  approximately  $32,088,000  had been used to invest,  either
directly or through joint venture arrangements, in 43 Properties (three of which
were under  construction at December 31, 1994) and to pay acquisition fees to an
affiliate  of the  General  Partners  totalling  $2,200,000  and to pay  certain
acquisition expenses. During 1995, the Partnership completed construction of the
three  Properties  acquired in 1994 and acquired two additional  Properties.  In
addition,  in January 1995, the  Partnership  received notice from the tenant of
two of its Properties in Knoxville,  Tennessee, and one Property in Leavenworth,
Kansas,  of the tenant's  intention to exercise its options,  in accordance with
its lease agreements, to substitute other Properties for these three Properties.
In March 1995, the Partnership sold its two Properties in Knoxville,  Tennessee,
and one  Property  in  Leavenworth,  Kansas,  to the tenant  for their  original
purchase  prices,  excluding  acquisition  fees  and  miscellaneous  acquisition
expenses and received net sales proceeds  totalling  $811,706.  The  Partnership
used the majority of the net sales  proceeds to acquire two Checkers  Properties
in  Orlando  and  Bradenton,  Florida,  from the  tenant.  As a result  of these
transactions,  the  Partnership  recognized  a loss  of  $71,023  for  financial
reporting   purposes   primarily  due  to  acquisition  fees  and  miscellaneous
acquisition  expenses the  Partnership  had  allocated to the two  Properties in
Knoxville,  Tennessee,  and the Property in Leavenworth,  Kansas, and due to the
accrued  rental income  relating to future  scheduled  rent  increases for these
Properties  that the  Partnership  had  recorded and reversed at the time of the
sale.  As a  result  of  the  above  transactions,  as  of  December  31,  1995,
approximately  $34,781,000  had been used to invest,  either directly or through
joint venture  arrangements  in 44 Properties  and to pay  acquisition  fees and
certain acquisition expenses.

         In January 1996, the Partnership  invested  $122,439 in a Golden Corral
Property  located in Clinton,  North  Carolina,  with  affiliates of the General
Partners as tenants-in-common.  In connection therewith, the Partnership and its
affiliates  entered into an agreement whereby each co-venturer will share in the
profits and losses of the Property in  proportion to its  applicable  percentage
interest.  As of December 31, 1996, the  Partnership  owned a 15.02% interest in
this Property.  Upon  completion of the  Partnership's  acquisitions  in January
1996,  the  remaining  net  offering  proceeds of  approximately  $220,000  were
reserved for Partnership purposes.

         In  September  1996,  Wood-Ridge  Real Estate  Joint  Venture,  a joint
venture  in which  the  Partnership  owns a 50  percent  interest,  sold its two
Properties  to the tenant for  $5,020,878  and  received  net sales  proceeds of
$5,001,180,  resulting in a gain to the joint venture of approximately  $261,100
for financial reporting  purposes.  These Properties were originally acquired by
Wood-Ridge  Real Estate Joint Venture in September 1994 and had a combined total
cost of approximately  $4,302,500,  excluding acquisition fees and miscellaneous
acquisition  expenses;  therefore,  the joint venture sold these  Properties for
approximately  $698,700 in excess of their original  purchase  price. In October
1996,  Wood-Ridge  Real Estate Joint  Venture  reinvested  $4,404,046 of the net
sales proceeds in five Properties. In January 1997, the joint venture reinvested
$502,598 of the remaining net sales  proceeds in an additional  Property.  As of
December  31,  1997,  the  Partnership  had  received   approximately   $52,000,
representing its pro-rata share of the uninvested net sales proceeds.

         Currently,  the  Partnership's  primary  source of capital is cash from
operations (which includes cash received from tenants,  distributions from joint
ventures  and  interest  received,  less  cash  paid for  expenses).  Cash  from
operations  was  $3,306,595,  $3,434,682  and  $3,239,370  for the  years  ended
December  31,  1997,  1996 and 1995,  respectively.  The  decrease  in cash from
operations  during 1997, as compared to 1996,  and the increase  during 1996, as
compared to 1995,  is  primarily  a result of changes in income and  expenses as
described  in "Results  of  Operations"  below and changes in the  Partnership's
working capital.

                                        7

<PAGE>




         None of the Properties  owned by the  Partnership or the joint ventures
in which the  Partnership  owns an interest is or may be encumbered.  Subject to
certain restrictions on borrowing, however, the Partnership may borrow funds but
will not encumber any of the Properties in connection  with any such  borrowing.
The  Partnership  will not borrow for the  purpose of  returning  capital to the
Limited Partners.  The Partnership will not borrow under arrangements that would
make the Limited  Partners liable to creditors of the  Partnership.  The General
Partners further have represented that they will use their reasonable efforts to
structure   any   borrowing  so  that  it  will  not   constitute   "acquisition
indebtedness"   for  federal  income  tax  purposes  and  also  will  limit  the
Partnership's  outstanding  indebtedness  to  three  percent  of  the  aggregate
adjusted tax basis of its  Properties.  Affiliates of the General  Partners from
time to time incur certain  operating  expenses on behalf of the Partnership for
which the Partnership reimburses the affiliates without interest.

         Currently,  cash  reserves  and rental  income  from the  Partnership's
Properties  are invested in money market  accounts or other  short-term,  highly
liquid  investments   pending  the  Partnership's  use  of  such  funds  to  pay
Partnership  expenses or make  distributions to partners.  At December 31, 1997,
the  Partnership  had  $1,614,708  invested in such  short-term  investments  as
compared to $1,536,163 at December 31, 1996. The funds remaining at December 31,
1997, after payment of distributions and other liabilities, will be used to meet
the Partnership's working capital and other needs.

         During 1997,  1996 and 1995, the  affiliates  incurred on behalf of the
Partnership $78,821,  $86,714 and $94,991,  respectively,  for certain operating
expenses. In addition,  during 1995, affiliates of the General Partners incurred
on behalf of the  Partnership  $2,274 for certain  acquisition  expenses.  As of
December  31,  1997  and  1996,   the   Partnership   owed  $4,311  and  $1,355,
respectively, to related parties for such amounts, accounting and administrative
services and  management  fees.  As of February 28, 1998,  the  Partnership  had
reimbursed  the  affiliates  all  such  amounts.  Other  liabilities,  including
distributions payable, decreased to $818,009 at December 31, 1997, from $946,825
at  December  31,  1996,  partially  as a result of the  Partnership  accruing a
special  distribution payable to the Limited Partners of $80,000 at December 31,
1996, which was paid in January 1997 from cumulative excess operating  reserves.
Total  liabilities  also  decreased  as a result of a decrease  in rents paid in
advance at December 31, 1997. The General  Partners believe that the Partnership
has sufficient cash on hand to meet its current working capital needs.

         Based on cash from operations,  the Partnership declared  distributions
to the Limited  Partners of $3,200,000,  $3,280,000 and $2,900,001 for the years
ended  December  31,  1997,  1996  and  1995,   respectively.   This  represents
distributions  of $0.80,  $0.82 and $0.73 per Unit for the years ended  December
31, 1997, 1996 and 1995, respectively.  The General Partners anticipate that the
Partnership  will declare a special  distribution to the Limited Partners during
the quarter  ending March 31, 1998,  representing  cumulative  excess  operating
reserves.  No amounts  distributed or to be distributed to the Limited  Partners
for the years ended  December 31, 1997,  1996 or 1995 are required to be or have
been  treated  by the  Partnership  as a  return  of  capital  for  purposes  of
calculating   the   Limited   Partners'   return  on  their   adjusted   capital
contributions. The Partnership intends to continue to make distributions of cash
available for distribution to the Limited Partners on a quarterly basis.

         The General Partners believe that the Properties are adequately covered
by  insurance.  In  addition,  the General  Partners  have  obtained  contingent
liability and property coverage for the Partnership.  This insurance is intended
to reduce the Partnership's  exposure in the unlikely event a tenant's insurance
policy lapses or is insufficient to cover a claim relating to the Property.

         The Partnership's  investment strategy of acquiring Properties for cash
and  leasing  them under  triple-net  leases to  operators  who  generally  meet
specified financial  standards  minimizes the Partnership's  operating expenses.
The General Partners believe that the leases will continue to generate cash flow
in excess of operating expenses.

         Due to low  operating  expenses  and  ongoing  cash flow,  the  General
Partners believe that the Partnership has sufficient working capital reserves at
this time. In addition,  because all leases of the Partnership's  Properties are
on a  triple-net  basis,  it is not  anticipated  that a  permanent  reserve for
maintenance  and  repairs  will be  established  at this  time.  To the  extent,
however,  that the Partnership  has  insufficient  funds for such purposes,  the
General Partners will contribute to the Partnership an aggregate amount of up to
one percent of the offering  proceeds for maintenance  and repairs.  The General
Partners have the right to cause the Partnership to maintain additional reserves
if, in their  discretion,  they determine such reserves are required to meet the
Partnership's working capital needs.

                                        8

<PAGE>




         The General  Partners have the right,  but not the obligation,  to make
additional capital  contributions if they deem it appropriate in connection with
the operations of the Partnership.

Results of Operations

         The Partnership owned and leased 45 wholly owned Properties during 1995
(including  two  Properties  in  Knoxville,   Tennessee,  and  one  Property  in
Leavenworth,  Kansas,  which were sold in March 1995), and during 1996 and 1997,
owned and leased 42 wholly  owned  Properties.  In addition,  during  1995,  the
Partnership  was a co-venturer  in one joint venture that owned two  Properties,
and during 1996,  the  Partnership  was a co-venturer  in one joint venture that
owned and leased seven  Properties  (including two Properties in Wood-Ridge Real
Estate Joint  Venture,  which were sold in September  1996) and the  Partnership
owned and leased one Property  with  affiliates,  as  tenants-in-common.  During
1997,  the  Partnership  was a  co-venturer  in one joint venture that owned and
leased six  Properties  and owned and leased one  Property  with  affiliates  as
tenants-in-common.  As of December  31,  1997,  the  Partnership  owned,  either
directly or through joint venture arrangements 49 Properties,  which are subject
to  long-term,  triple-net  leases.  The leases of the  Properties  provide  for
minimum base annual rental payments  (payable in monthly  installments)  ranging
from approximately $22,500 to $190,600. All of the leases provide for percentage
rent based on sales in excess of a specified amount.  In addition,  the majority
of the leases provide that,  commencing in specified lease years (generally from
the sixth or the ninth  lease  year),  the annual base rent  required  under the
terms of the lease will increase.  For further  description of the Partnership's
leases and Properties, see Item 1.
Business - Leases and Item 2. Properties, respectively.

         During  the  years  ended  December  31,  1997,   1996  and  1995,  the
Partnership earned $3,586,791, $3,596,466 and $3,446,745 respectively, in rental
income from operating leases and earned income from direct financing leases from
Properties  wholly owned by the  Partnership.  The increase in rental and earned
income  during  1996,  as compared to 1995,  is  primarily  attributable  to the
acquisition  of  additional  Properties  in 1995,  and the fact  that,  with the
exception of the three  Properties  sold in March 1995, the Properties  owned at
December 31, 1995,  were  operational  for a full year in 1996, as compared to a
partial year in 1995.

         During  the  years  ended  December  31,  1997,   1996  and  1995,  the
Partnership  also  earned  $25,791,  $23,318  and  $97,539,   respectively,   in
contingent  rental income.  Contingent rental income for the year ended December
31,  1996,  as compared to 1995,  decreased  primarily  as a result of decreased
gross  sales of  certain  restaurant  Properties  that  are  subject  to  leases
requiring payment of contingent rental income.

         In addition,  for the years ended December 31, 1997, 1996 and 1995, the
Partnership earned $239,249, $392,862 and $280,606,  respectively,  attributable
to  net  income  earned  by  joint  ventures  in  which  the  Partnership  is  a
co-venturer. The decrease in net income earned by joint ventures during 1997, as
compared to 1996, is primarily attributable to, and the increase during 1996, as
compared to 1995, is primarily attributable to, the fact that in September 1996,
Wood-Ridge Real Estate Joint Venture, in which the Partnership owns a 50 percent
interest,  recognized a gain of approximately  $261,100 for financial  reporting
purposes  as a result  of the  sale of its  Properties  in  September  1996,  as
described  above in "Liquidity and Capital  Resources." Due to the fact that the
joint  venture  reinvested  the  majority  of the  net  sales  proceeds  in five
Properties  in October 1996 and one Property in January  1997,  the  Partnership
does not  anticipate  that the sale of the two  Properties  will have a material
adverse effect on operations.

         During at least one of the years  ended  December  31,  1997,  1996 and
1995, five lessees (or group of affiliated lessees) of the Partnership, Flagstar
Corporation,  Checkers  Drive-In  Restaurants,  Inc., Long John Silver's,  Inc.,
Foodmaker,  Inc. and Golden Corral  Corporation,  each contributed more than ten
percent of the  Partnership's  total rental income  (including the Partnership's
share of rental  income  from six  Properties  owned by a joint  venture and one
Property owned with affiliates as  tenants-in-common).  As of December 31, 1997,
Flagstar  Corporation was the lessee under leases relating to eight restaurants,
Checkers Drive-In  Restaurants,  Inc. was the lessee under leases relating to 14
restaurants,  Long John Silver's,  Inc. was the lessee under leases  relating to
eight restaurants,  Foodmaker, Inc. was the lessee under leases relating to four
restaurants  and Golden Corral  Corporation  was lessee under leases relating to
five  restaurants.  It is anticipated  that based on the minimum rental payments
required by the leases, these five lessees (or group of affiliated lessees) each
will continue to  contribute  more than ten percent of the  Partnership's  total
rental income in 1998 and subsequent years. In addition,  during at least one of
the years ended  December  31,  1997,  1996 and 1995,  five  Restaurant  Chains,
Hardee's, Checkers Drive-In Restaurants, Long

                                        9

<PAGE>



John  Silver's,  Golden Corral and Jack in the Box, each accounted for more than
ten  percent  of  the   Partnership's   total  rental  income   (including   the
Partnership's  share  of  rental  income  from six  Properties  owned by a joint
venture  and one  Property  owned  with  affiliates  as  tenants-in-common).  In
subsequent  years, it is anticipated that these five Restaurant Chains each will
continue  to account  for more than ten  percent of the total  rental  income to
which the Partnership is entitled under the terms of the leases.  Any failure of
these lessees or Restaurant  Chains could  materially  affect the  Partnership's
income.

         During  the  years  ended  December  31,  1997,   1996  and  1995,  the
Partnership also earned $56,183, $55,964, and $90,095, respectively, in interest
and other  income.  The decrease in interest and other  income  during 1996,  as
compared to 1995, is primarily attributable to a decrease in the amount of funds
invested in short-term,  liquid investments due to the acquisition of Properties
during 1995.

         Operating expenses,  including  depreciation and amortization  expense,
were $473,109, $483,551 and $471,494 for the years ended December 31, 1997, 1996
and 1995,  respectively.  The decrease in  operating  expenses  during 1997,  as
compared to 1996,  is primarily  attributable  to a decrease in  accounting  and
administrative  expenses  associated  with  operating  the  Partnership  and its
Properties. The increase in operating expenses during 1996, as compared to 1995,
is primarily a result of the Partnership  incurring additional taxes relating to
the filing of various state tax returns during 1996.

         As a result of the sale of the two Properties in Knoxville,  Tennessee,
and the Property in  Leavenworth,  Kansas,  as described above in "Liquidity and
Capital  Resources," the Partnership  recognized a loss for financial  reporting
purposes  of $71,023  during  the year ended  December  31,  1995.  The loss was
primarily due to acquisition  fees and  miscellaneous  acquisition  expenses the
Partnership  had allocated to these  Properties and due to accrued rental income
relating to future  scheduled rent increases that the  Partnership  had recorded
and wrote off at the time of sale.  No  Properties  were sold  during  the years
ended December 31, 1996 and 1997.

         The General Partners of the Partnership are in the process of assessing
and addressing the impact of the year 2000 on their computer  package  software.
The  hardware and  built-in  software  are  believed to be year 2000  compliant.
Accordingly, the General Partners do not expect this matter to materially impact
how the  Partnership  conducts  business  nor its  current or future  results of
operations or financial position.

         The Partnership's leases as of December 31, 1997, are triple-net leases
and contain  provisions that the General  Partners  believe mitigate the adverse
effect of inflation.  Such provisions  include clauses  requiring the payment of
percentage rent based on certain restaurant sales above a specified level and/or
automatic  increases  in base rent at  specified  times  during  the term of the
lease.  Management  expects that  increases in  restaurant  sales volumes due to
inflation  and real sales growth  should  result in an increase in rental income
over  time.  Continued  inflation  also may cause  capital  appreciation  of the
Partnership's Properties.  Inflation and changing prices, however, also may have
an  adverse  impact on the sales of the  restaurants  and on  potential  capital
appreciation of the Properties.


Item 8.   Financial Statements and Supplementary Data

                                       10

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)

                                    CONTENTS








                                                             Page

Report of Independent Accountants                             12

Financial Statements:

  Balance Sheets                                              13

  Statements of Income                                        14

  Statements of Partners' Capital                             15

  Statements of Cash Flows                                    16

  Notes to Financial Statements                               18

                                       11

<PAGE>







                        Report of Independent Accountants




To the Partners
CNL Income Fund XV, Ltd.


We have audited the financial statements and the financial statement schedule of
CNL Income Fund XV, Ltd. (a Florida limited partnership) listed in Item 14(a) of
this Form 10-K. These financial  statements and financial statement schedule are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express  an  opinion  on these  financial  statements  and  financial  statement
schedule based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of CNL Income Fund XV, Ltd. as of
December 31, 1997 and 1996, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1997, in conformity
with generally accepted accounting principles.  In addition, in our opinion, the
financial  statement  schedule referred to above, when considered in relation to
the  basic  financial  statements  taken as a  whole,  presents  fairly,  in all
material respects, the information required to be included therein.



/s/ Coopers & Lybrand L.L.P.
--------------------------------


Orlando, Florida
January 19, 1998

                                       12

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)

                                 BALANCE SHEETS


                                                       December 31,
            ASSETS                              1997              1996
            ------                           -----------       ----------

Land and buildings on operating
  leases, less accumulated
  depreciation                               $22,145,138       $22,390,701
Net investment in direct
  financing leases                             9,264,307         9,351,815
Investment in joint ventures                   2,561,816         2,624,620
Cash and cash equivalents                      1,614,708         1,536,163
Receivables, less allowance for
  doubtful accounts of $1,458
  in 1996                                         26,888            30,176
Prepaid expenses                                   7,633             7,049
Organization costs, less
  accumulated amortization of
  $7,548 and $5,548                                2,452             4,452
Accrued rental income                          1,422,781           991,702
                                             -----------       -----------

                                             $37,045,723       $36,936,678
                                             ===========       ===========


LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                             $     6,991       $     3,053
Escrowed real estate taxes payable                 6,158             8,581
Distributions payable                            800,000           880,000
Due to related parties                             4,311             1,355
Rents paid in advance                              4,860            55,191
                                             -----------       -----------
    Total liabilities                            822,320           948,180

Partners' capital                             36,223,403        35,988,498
                                             -----------       -----------

                                             $37,045,723       $36,936,678
                                             ===========       ===========


                 See accompanying notes to financial statements.

                                       13

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)

                              STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                     Year Ended December 31,
                                            1997                1996               1995
                                         ----------          ----------         -------
<S> <C>
Revenues:
  Rental income from operating
    leases                               $2,527,261          $2,527,261         $2,492,250
  Earned income from direct
    financing leases                      1,059,530           1,069,205            954,495
  Contingent rental income                   25,791              23,318             97,539
  Interest and other income                  56,183              55,964             90,095
                                         ----------          ----------         ----------
                                          3,668,765           3,675,748          3,634,379
                                         ----------          ----------         ----------

Expenses:
  General operating and
    administrative                          135,714             149,388            150,586
  Professional services                      24,526              19,881             30,960
  Management fees to
    related parties                          35,321              35,126             34,213
  State and other taxes                      29,200              30,924             12,560
  Depreciation and amortization             248,348             248,232            243,175
                                         ----------          ----------         ----------
                                            473,109             483,551            471,494
                                         ----------          ----------         ----------

Income Before Equity in
  Earnings of Joint Ventures
  and Loss on Sale of Land                3,195,656           3,192,197          3,162,885

Equity in Earnings of Joint
  Ventures                                  239,249             392,862            280,606

Loss on Sale of Land                             -                   -             (71,023)
                                         ----------          ----------         ----------

Net Income                               $3,434,905          $3,585,059         $3,372,468
                                         ==========          ==========         ==========

Allocation of Net Income:
  General partners                       $   34,349          $   35,851         $   34,352
  Limited partners                        3,400,556           3,549,208          3,338,116
                                         ----------          ----------         ----------

                                         $3,434,905          $3,585,059         $3,372,468
                                         ==========          ==========         ==========

Net Income Per Limited
  Partner Unit                           $     0.85          $     0.89         $     0.83
                                         ==========          ==========         ==========

Weighted Average Number of
  Limited Partner Units
  Outstanding                             4,000,000           4,000,000          4,000,000
                                         ==========          ==========         ==========
</TABLE>


                 See accompanying notes to financial statements.

                                       14

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)

                         STATEMENTS OF PARTNERS' CAPITAL

                  Years Ended December 31, 1997, 1996 and 1995

<TABLE>
<CAPTION>


                                               General Partners                             Limited Partners
                                                  Accumu-                                 Accumu-
                                     Contri-      lated      Contri-        Distri-       lated      Syndication
                                     butions     Earnings    butions        butions      Earnings       Costs           Total
                                     -------     --------  -----------   -------------  ----------   -----------     --------
<S> <C>
Balance, December 31, 1994           $ 1,000    $11,859    $40,000,000   $ (1,185,946)  $1,174,059   $(4,790,000)    $35,210,972

  Distributions to limited
    partners ($0.73 per limited
    partner unit)                         -          -              -      (2,900,001)          -             -       (2,900,001)
  Net income                              -      34,352             -              -     3,338,116            -        3,372,468
                                      ------   --------    -----------   ------------   ----------   -----------     -----------

Balance, December 31, 1995             1,000     46,211     40,000,000     (4,085,947)   4,512,175    (4,790,000)     35,683,439

  Distributions to limited
    partners ($0.82 per limited
    partner unit)                         -          -              -      (3,280,000)          -             -       (3,280,000)
  Net income                              -      35,851             -              -     3,549,208            -        3,585,059
                                      ------   --------    -----------   ------------   ----------   -----------     -----------

Balance, December 31, 1996             1,000     82,062     40,000,000     (7,365,947)   8,061,383    (4,790,000)     35,988,498

  Distributions to limited
    partners ($0.80 per limited
    partner unit)                         -          -              -      (3,200,000)          -             -       (3,200,000)
  Net income                              -      34,349             -              -     3,400,556            -        3,434,905
                                      ------   --------    -----------   ------------   ----------   -----------     -----------

Balance, December 31, 1997            $1,000   $116,411    $40,000,000   $(10,565,947) $11,461,939   $(4,790,000)    $36,223,403
                                      ======   ========    ===========   ============  ===========   ===========     ===========

</TABLE>


                 See accompanying notes to financial statements.

                                       15

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                             Year Ended December 31,
                                                               1997                 1996                 1995
                                                           ------------         ------------         --------
<S> <C>
Increase (Decrease) in Cash
  and Cash Equivalents:

    Cash Flows From Operating
      Activities:
        Cash received from tenants                         $  3,228,741         $  3,378,973         $  3,136,569
        Distributions from joint
          ventures                                              249,318              259,407              237,566
        Cash paid for expenses                                 (218,106)            (246,748)            (222,824)
        Interest received                                        46,642               43,050               88,059
                                                           ------------         ------------         ------------
            Net cash provided by
              operating activities                            3,306,595            3,434,682            3,239,370
                                                           ------------         ------------         ------------

    Cash Flows From Investing
      Activities:
        Proceeds from sale of land                                   -                    -               811,706
        Additions to land and
          buildings on operating
          leases                                                     -                    -            (1,625,601)
        Investment in direct
          financing leases                                           -                    -            (2,412,973)
        Investment in joint ventures                                 -              (129,939)            (720,552)
        Return of capital from
          joint venture                                          51,950                   -                    -
        Other                                                        -                    -                25,150
                                                           ------------         ------------         ------------
            Net cash provided by
              (used in)investing
              activities                                         51,950             (129,939)          (3,922,270)
                                                           ------------         ------------         ------------

    Cash Flows From Financing
      Activities:
        Reimbursement of acqui-
          sition costs paid by
          related parties on
          behalf of the
          Partnership                                                -                    -               (23,507)
        Distributions to
          limited partners                                   (3,280,000)          (3,200,000)          (2,650,003)
                                                           ------------         ------------         ------------
            Net cash used in
              financing activities                           (3,280,000)          (3,200,000)          (2,673,510)
                                                           ------------         ------------         ------------

Net Increase (Decrease) in
  Cash and Cash Equivalents                                      78,545              104,743           (3,356,410)

Cash and Cash Equivalents at
  Beginning of year                                           1,536,163            1,431,420            4,787,830
                                                           ------------         ------------         ------------

Cash and Cash Equivalents at
  End of Year                                              $  1,614,708         $  1,536,163         $  1,431,420
                                                           ============         ============         ============


</TABLE>

                 See accompanying notes to financial statements.

                                       16

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)

                      STATEMENTS OF CASH FLOWS - CONTINUED

<TABLE>
<CAPTION>

                                                                            Year Ended December 31,
                                                               1997                 1996                 1995
                                                           ------------         ------------         --------
<S> <C>
Reconciliation of Net Income to
  Net Cash Provided by Operating
  Activities:

    Net income                                             $  3,434,905         $  3,585,059         $  3,372,468
                                                           ------------         ------------         ------------
    Adjustments to reconcile net
      income to net cash provided
      by operating activities:
        Depreciation                                            245,563              245,563              241,175
        Amortization                                              2,785                2,669                2,000
        Equity in earnings of
          joint ventures, net of
          distributions                                          10,069             (133,455)             (43,040)
        Loss on sale of land                                         -                    -                71,023
        Decrease (increase) in
          receivables                                             3,288               58,013              (38,005)
        Decrease in net investment
          in direct financing leases                             87,508               77,834               65,572
        Increase in prepaid expenses                               (584)              (4,234)              (2,815)
        Increase in accrued
          rental income                                        (431,079)            (431,654)                    (429,233)
        Increase in accounts
          payable and accrued
          expenses                                                1,515                1,972                2,586
        Increase (decrease) in
          due to related parties,
          excluding reimbursement
          of acquisition costs
          paid in behalf of the
          Partnership                                             2,956               (6,880)               7,683
        Increase (decrease) in
          rents paid in advance                                 (50,331)              39,795              (10,044)
                                                           ------------         ------------         ------------
            Total adjustments                                  (128,310)            (150,377)            (133,098)
                                                           ------------         ------------         ------------

Net Cash Provided by Operating
  Activities                                               $  3,306,595         $  3,434,682         $  3,239,370
                                                           ============         ============         ============

Supplemental Schedule of Non-Cash
  Financing Activities:

    Distributions declared and
      unpaid at December 31                                $    800,000         $    880,000         $    800,000
                                                           ============         ============         ============

</TABLE>




                 See accompanying notes to financial statements.

                                       17

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 1997, 1996 and 1995


1.       Significant Accounting Policies:

         Organization  and Nature of Business - CNL Income  Fund XV,  Ltd.  (the
         "Partnership") is a Florida limited  partnership that was organized for
         the purpose of acquiring both newly constructed and existing restaurant
         properties,  as well as properties  upon which  restaurants  were to be
         constructed,  which are leased  primarily  to operators of national and
         regional fast-food and family-style restaurant chains.

         The general partners of the Partnership are CNL Realty Corporation (the
         "Corporate  General  Partner"),  James M.  Seneff,  Jr.  and  Robert A.
         Bourne.  Mr. Seneff and Mr. Bourne are also 50 percent  shareholders of
         the Corporate General Partner. The general partners have responsibility
         for managing the day-to-day operations of the Partnership.

         Real  Estate  and  Lease  Accounting  -  The  Partnership  records  the
         acquisition of land and buildings at cost,  including  acquisition  and
         closing costs. Land and buildings are leased to unrelated third parties
         on a triple-net basis, whereby the tenant is generally  responsible for
         all operating  expenses  relating to the property,  including  property
         taxes, insurance, maintenance and repairs. The leases are accounted for
         using  either the  direct  financing  or the  operating  methods.  Such
         methods are described below:

                  Direct  financing  method - The leases accounted for using the
                  direct  financing  method are recorded at their net investment
                  (which at the inception of the lease generally  represents the
                  cost of the asset) (Note 4).  Unearned  income is deferred and
                  amortized  to income  over the lease  terms so as to produce a
                  constant  periodic  rate of  return on the  Partnership's  net
                  investment in the leases.

                  Operating  method - Land and  building  leases  accounted  for
                  using the  operating  method are recorded at cost,  revenue is
                  recognized as rentals are earned and  depreciation  is charged
                  to operations as incurred.  Buildings are  depreciated  on the
                  straight-line  method over their estimated  useful lives of 30
                  years.  When  scheduled  rentals  vary  during the lease term,
                  income is recognized on a straight-line basis so as to produce
                  a constant periodic rent over the lease term commencing on the
                  date the property is placed in service.

                                       18

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1997, 1996 and 1995


1.       Significant Accounting Policies - Continued:

                  Accrued  rental  income  represents  the  aggregate  amount of
                  income  recognized  on a  straight-line  basis  in  excess  of
                  scheduled rental payments to date.

         When  the  properties  are  sold,  the  related  cost  and  accumulated
         depreciation  for operating  leases and the net  investment  for direct
         financing leases,  plus any accrued rental income, are removed from the
         accounts and gains or losses from sales are  reflected  in income.  The
         general  partners of the Partnership  review  properties for impairment
         whenever events or changes in circumstances  indicate that the carrying
         amount of the assets may not be  recoverable  through  operations.  The
         general partners  determine whether an impairment in value has occurred
         by comparing the estimated future  undiscounted  cash flows,  including
         the  residual  value of the  property,  with the  carrying  cost of the
         individual  property.  If an impairment  is  indicated,  the assets are
         adjusted to their fair value.

         Investment  in  Joint  Ventures  - The  Partnership  accounts  for  its
         interests in  Wood-Ridge  Real Estate  Joint  Venture and a property in
         Clinton,  North Carolina,  held as  tenants-in-common  with affiliates,
         using the equity  method  since the  Partnership  shares  control  with
         affiliates which have the same general partners.

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

         Organization  Costs - Organization  costs are amortized over five years
         using the straight-line method.


                                       19

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1997, 1996 and 1995

1.       Significant Accounting Policies - Continued:

         Income Taxes - Under  Section 701 of the  Internal  Revenue  Code,  all
         income,  expenses and tax credit items flow through to the partners for
         tax  purposes.  Therefore,  no  provision  for federal  income taxes is
         provided in the accompanying  financial statements.  The Partnership is
         subject to certain state taxes on its income and property.

         Additionally,  for tax  purposes,  syndication  costs are  included  in
         Partnership equity and in the basis of each partner's  investment.  For
         financial  reporting  purposes,  syndication  costs are netted  against
         partners' capital and represent a reduction of Partnership equity and a
         reduction in the basis of each partner's investment.

         Use of Estimates - The general  partners of the Partnership have made a
         number of estimates and assumptions relating to the reporting of assets
         and liabilities and the disclosure of contingent assets and liabilities
         to prepare these  financial  statements in  conformity  with  generally
         accepted  accounting  principles.  The more significant areas requiring
         the use of  management  estimates  relate to the allowance for doubtful
         accounts  and future  cash flows  associated  with  long-lived  assets.
         Actual results could differ from those estimates.

         Reclassification   -  Certain  items  in  the  prior  years'  financial
         statements  have been  reclassified  to conform  to 1997  presentation.
         These  reclassifications  had no effect  on  partners'  capital  or net
         income.

2.       Leases:

         The  Partnership  leases its land or land and  buildings  primarily  to
         operators  of  national  and  regional   fast-food   and   family-style
         restaurants.  The  leases are  accounted  for under the  provisions  of
         Statement of Financial  Accounting  Standards No. 13,  "Accounting  for
         Leases." Some of the leases are classified as operating leases and some
         of the leases have been classified as direct financing leases.  For the
         leases classified as direct financing leases,  the building portions of
         the property leases are accounted for as direct  financing leases while
         the land portions of the majority of these leases are operating leases.
         Substantially all leases are for 15 to 20 years and provide for minimum
         and contingent rentals. In addition, the tenant pays all property taxes
         and  assessments,  fully  maintains  the  interior  and exterior of the
         building and carries insurance coverage for public liability, property

                                       20

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1997, 1996 and 1995


2.       Leases - Continued:

         damage,  fire and extended coverage.  The lease options generally allow
         tenants  to  renew  the  leases  for two to five  successive  five-year
         periods  subject to the same terms and conditions as the initial lease.
         Most  leases  also allow the tenant to  purchase  the  property at fair
         market value after a specified portion of the lease has elapsed.

3.       Land and Buildings on Operating Leases:

         Land and  buildings on operating  leases  consisted of the following at
         December 31:

                                            1997                    1996
                                         -----------            -----------

                  Land                   $15,579,852            $15,579,852
                  Buildings                7,366,887              7,366,887
                                         -----------            -----------
                                          22,946,739             22,946,739
                  Less accumulated
                    depreciation            (801,601)              (556,038)
                                         -----------            -----------

                                         $22,145,138            $22,390,701
                                         ===========            ===========

         Generally,  the 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 years ended December 31, 1997,  1996 and 1995, the  Partnership
         recognized  $431,079,  $431,654  and  $429,233,  respectively,  of such
         rental income.

         The following is a schedule of the future  minimum lease payments to be
         received on noncancellable operating leases at December 31, 1997:

                  1998                                 $ 2,096,763
                  1999                                   2,171,812
                  2000                                   2,329,693
                  2001                                   2,333,165
                  2002                                   2,364,378
                  Thereafter                            28,891,694
                                                       -----------

                                                       $40,187,505



                                       21

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1997, 1996 and 1995


3.       Land and Buildings on Operating Leases - Continued:

         Since  lease  renewal  periods  are  exercisable  at the  option of the
         tenant, the above table only presents future minimum lease payments due
         during  the  initial  lease  terms.  In  addition,  this table does not
         include any amounts for future contingent rentals which may be received
         on the leases based on a percentage of the tenant's gross sales.

4.       Net Investment in Direct Financing Leases:

         The  following  lists the  components  of the net  investment in direct
         financing leases at December 31:

                                                      1997             1996
                                                  ------------     ------------

                  Minimum lease payments
                    receivable                    $ 19,905,444     $ 21,052,482
                  Estimated residual
                    values                           2,873,859        2,873,859
                  Less unearned income             (13,514,996)     (14,574,526)
                                                  ------------     ------------

                  Net investment in
                    direct financing
                    leases                        $  9,264,307     $  9,351,815
                                                  ============     ============

         The  following  is a schedule of future  minimum  lease  payments to be
         received on direct financing leases at December 31, 1997:

                  1998                              $ 1,147,038
                  1999                                1,147,038
                  2000                                1,149,782
                  2001                                1,155,269
                  2002                                1,177,626
                  Thereafter                         14,128,691
                                                    -----------

                                                    $19,905,444

         The above table does not include  future  minimum  lease  payments  for
         renewal  periods or for contingent  rental payments that may become due
         in future periods (see Note 3).

                                       22

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1997, 1996 and 1995


5.       Investment in Joint Ventures:

         The Partnership has a 50 percent  interest in the profits and losses of
         Wood-Ridge  Real Estate Joint Venture.  The remaining  interest in this
         joint venture is held by an affiliate of the Partnership  which has the
         same general partners.

         In September  1996,  Wood-Ridge  Real Estate Joint Venture sold its two
         properties  to the  tenant  of  these  properties  for  $5,020,878  and
         received net sales proceeds of  $5,001,180,  resulting in a gain to the
         joint  venture  of  approximately   $261,100  for  financial  reporting
         purposes.  These properties were originally acquired by Wood-Ridge Real
         Estate Joint Venture in September  1994 and had a combined,  total cost
         of   approximately   $4,302,500,   excluding   acquisition   fees   and
         miscellaneous  acquisition expenses;  therefore, the joint venture sold
         these properties for approximately $698,700 in excess of their original
         purchase price.

         In October 1996 and January 1997,  Wood-Ridge Real Estate Joint Venture
         reinvested  $4,404,046  and  $502,598,  respectively,  of the net sales
         proceeds  from  the sale of the two  properties  during  1996,  in five
         properties and one property, respectively. As of December 31, 1997, the
         Partnership  had  received  approximately  $52,000,   representing  its
         pro-rata share of the uninvested net sales proceeds. As of December 31,
         1997, the  Partnership  owned a 50 percent  interest in the profits and
         losses of the joint venture.

         In January 1996, the Partnership acquired a property in Clinton,  North
         Carolina, with affiliates of the general partners as tenants-in-common.
         In connection  therewith,  the Partnership  contributed  $122,439 for a
         15.02%  interest in such  property.  The  Partnership  accounts for its
         investment  in  this  property   using  the  equity  method  since  the
         Partnership shares control with affiliates, and amounts relating to its
         investment are included in investment in joint ventures.



                                       23

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1997, 1996 and 1995


5.       Investment in Joint Ventures - Continued:

         Wood-Ridge   Real  Estate  Joint  Venture,   and  the  Partnership  and
         affiliates, as tenants-in-common,  own and lease six properties and one
         property,   respectively,   to  operators  of  national   fast-food  or
         family-style   restaurants.   The  following   presents  the  combined,
         condensed   financial   information   for  all  of  the   Partnership's
         investments in joint ventures at December 31:

                                                    1997          1996
                                                 ----------    ----------

                  Land and buildings on
                    operating leases,
                    less accumulated
                    depreciation                 $5,563,722    $5,178,396
                  Cash                               10,890           781
                  Restricted cash                        -        595,426
                  Receivables                         5,923        15,200
                  Accrued rental income              74,001        11,971
                  Other assets                        1,078        15,263
                  Liabilities                        18,195        33,238
                  Partners' capital               5,637,419     5,783,799
                  Revenues                          650,354       643,646
                  Gain on sale of land
                    and buildings                        -        261,106
                  Net income                        522,611       837,850


         The Partnership  recognized  income  totalling  $239,249,  $392,862 and
         $280,606  for the  years  ended  December  31,  1997,  1996  and  1995,
         respectively, from these entities.

6.       Allocations and Distributions:

         Generally,  all net  income and  losses of the  Partnership,  excluding
         gains and losses from the sale of properties,  are allocated 99 percent
         to the  limited  partners  and one  percent  to the  general  partners.
         Distributions  of net  cash  flow are made 99  percent  to the  limited
         partners and one percent to the general  partners;  provided,  however,
         that the one percent of net cash flow to be  distributed to the general
         partners shall be subordinated to receipt by the limited partners of an
         aggregate,  eight percent,  cumulative,  noncompounded annual return on
         their  invested  capital   contributions  (the  "Limited  Partners'  8%
         Return").



                                       24

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1997, 1996 and 1995


6.       Allocations and Distributions - Continued:

         Generally,  net  sales  proceeds  from the sale of  properties,  to the
         extent  distributed,  will be distributed first to the limited partners
         in an amount sufficient to provide them with their Limited Partners' 8%
         Return,  plus the return of their adjusted capital  contributions.  The
         general   partners  will  then  receive,   to  the  extent   previously
         subordinated   and  unpaid,   a  one  percent  interest  in  all  prior
         distributions   of  net  cash  flow  and  a  return  of  their  capital
         contributions.  Any remaining  sales  proceeds will be  distributed  95
         percent  to the  limited  partners  and  five  percent  to the  general
         partners.  Any  gain  from  the  sale of a  property  is,  in  general,
         allocated in the same manner as net sales  proceeds are  distributable.
         Any loss from the sale of a property is, in general,  allocated  first,
         on a pro rata  basis,  to  partners  with  positive  balances  in their
         capital  accounts,  and thereafter,  95 percent to the limited partners
         and five percent to the general partners.

         During  the  years  ended  December  31,  1997,   1996  and  1995,  the
         Partnership   declared   distributions   to  the  limited  partners  of
         $3,200,000,  $3,280,000 and $2,900,001,  respectively. No distributions
         have been made to the general partners to date.

                                       25

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1997, 1996 and 1995


7.       Income Taxes:

         The following is a reconciliation of net income for financial reporting
         purposes to net income for federal  income tax  purposes  for the years
         ended December 31:
<TABLE>
<CAPTION>

                                                                1997             1996              1995
                                                             ----------       ----------        -------
<S> <C>
                  Net income for financial
                    reporting purposes                       $3,434,905       $3,585,059        $3,372,468

                  Depreciation for tax
                    reporting purposes in
                    excess of depreciation
                    for financial reporting
                    purposes                                   (160,007)        (160,007)         (139,941)

                  Direct financing leases
                    recorded as operating
                    leases for tax
                    reporting purposes                           87,508           77,834            65,572

                  Loss on sale of
                    land for financial
                    reporting purposes in
                    excess of loss for tax
                    reporting purposes                               -                -             71,023

                  Equity in earnings of joint
                    ventures for financial
                    reporting purposes in
                    excess of equity in
                    earnings of joint ventures
                    for tax reporting purposes                   23,823         (158,836)          (67,933)

                  Accrued rental income                        (431,079)        (431,654)         (429,233)

                  Rents paid in advance                         (50,331)          39,795           (10,044)

                  Other                                            (670)           2,127                -
                                                             ----------       ----------        ---------

                  Net income for federal
                    income tax purposes                      $2,904,149       $2,954,318        $2,861,912
                                                             ==========       ==========        ==========
</TABLE>

                                       26

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1997, 1996 and 1995


8.       Related Party Transactions:

         One of the individual general partners, James M. Seneff, Jr., is one of
         the principal  shareholders  of CNL Group,  Inc., the parent company of
         CNL Fund Advisors, Inc. The other individual general partner, Robert A.
         Bourne, served as president of CNL Fund Advisors,  Inc. through October
         1997. CNL Income Fund Advisors,  Inc. was a wholly owned  subsidiary of
         CNL Group,  Inc. until its merger,  effective January 1, 1996, with CNL
         Fund Advisors,  Inc. During the years ended December 31, 1997, 1996 and
         1995,  CNL Income  Fund  Advisors,  Inc.  and CNL Fund  Advisors,  Inc.
         (hereinafter   referred  to  collectively  as  the  "Affiliates")  each
         performed certain services for the Partnership, as described below.

         During  the years  ended  December  31,  1997,  1996 and 1995,  certain
         Affiliates acted as manager of the Partnership's properties pursuant to
         a management agreement with the Partnership.  In connection  therewith,
         the  Partnership  agreed  to pay  Affiliates  a  management  fee of one
         percent of the sum of gross  revenues from  properties  wholly owned by
         the Partnership and the Partnership's allocable share of gross revenues
         from joint  ventures.  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 Affiliates. 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  Affiliates  shall
         determine. The Partnership incurred management fees of $35,321, $35,126
         and $34,213  for the years  ended  December  31,  1997,  1996 and 1995,
         respectively.

         Certain   Affiliates   are  also   entitled   to  receive  a  deferred,
         subordinated real estate  disposition fee, payable upon the sale of one
         or more  properties  based on the lesser of one-half  of a  competitive
         real  estate  commission  or three  percent  of the sales  price if the
         Affiliates  provide a substantial amount of services in connection with
         the  sale.  However,  if the net sales  proceeds  are  reinvested  in a
         replacement  property,  no such real  estate  disposition  fees will be
         incurred  until  such  replacement  property  is sold and the net sales
         proceeds are  distributed.  The payment of the real estate  disposition
         fee is  subordinated  to  receipt  by the  limited  partners  of  their
         aggregate   8%   Preferred   Return,   plus  their   invested   capital
         contributions.  No deferred,  subordinated real estate disposition fees
         have been incurred since inception.


                                       27

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1997, 1996 and 1995


8.       Related Party Transactions - Continued:

         During the years ended December 31, 1997, 1996 and 1995,  Affiliates of
         the general partners provided accounting and administrative services to
         the  Partnership  on  a  day-to-day  basis.  The  Partnership  incurred
         $78,051,  $87,265 and $87,894 for the years ended  December  31,  1997,
         1996 and 1995, respectively, for such services.

         The due to related  parties at  December  31,  1997 and 1996,  totalled
         $4,311 and $1,355, respectively.

9.       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  Partnership's  total  rental and earned
         income  (including the  Partnership's  share of total rental and earned
         income  from  joint  ventures)  for at  least  one of the  years  ended
         December 31:
<TABLE>
<CAPTION>

                                                                 1997             1996              1995
                                                               --------         --------          ------
<S> <C>
                  Checkers Drive-In
                    Restaurants, Inc.                          $716,905         $723,558          $731,967
                  Long John Silver's,
                    Inc.                                        710,325          714,804           721,162
                  Flagstar Enterprises,
                    Inc. and Quincy's
                    Restaurants, Inc.                           635,413          638,042           639,981
                  Golden Corral
                    Corporation                                 582,600          531,775           567,697
                  Foodmaker, Inc.                               417,426          417,426           417,426

</TABLE>


                                       28

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1997, 1996 and 1995


9.       Concentration of Credit Risk - Continued:

         In addition,  the following  schedule  presents total rental and earned
         income from individual  restaurant chains,  each representing more than
         ten  percent  of the  Partnership's  total  rental  and  earned  income
         (including  the  Partnership's  share of rental and earned  income from
         joint ventures) for at least one of the years ended December 31:

                                             1997       1996       1995
                                           --------   --------   ---------

                  Long John Silver's       $773,265   $777,743   $758,408
                  Checkers Drive-In
                    Restaurants             716,905    723,558    731,967
                  Golden Corral Family
                    Steakhouse
                    Restaurants             582,600    531,775    567,697
                  Hardee's                  543,889    546,037    547,539
                  Jack in the Box           417,426    417,426    417,426

         Although  the  Partnership's   properties  are  geographically  diverse
         throughout the United States and the  Partnership's  lessees  operate a
         variety of restaurant concepts,  default by any one of these lessees or
         restaurant chains could significantly  impact the results of operations
         of the Partnership. However, the general partners believe 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.

                                       29

<PAGE>



Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

         None.



                                    PART III


Item 10.  Directors and Executive Officers of the Registrant

         The General Partners of the Registrant are James M. Seneff, Jr., Robert
A.  Bourne  and CNL  Realty  Corporation,  a Florida  corporation.  The  General
Partners  manage  and  control  the  Partnership's   affairs  and  have  general
responsibility   and  the  ultimate  authority  in  all  matters  affecting  the
Partnership's  business.  The  Partnership  has  available  to it the  services,
personnel and experience of CNL Fund Advisors,  Inc., CNL Group,  Inc. and their
affiliates, all of which are affiliates of the General Partners.

         James M. Seneff, Jr., age 51, is a principal  stockholder of CNL Group,
Inc., a diversified  real estate company,  and has served as its Chairman of the
Board of Directors,  director and Chief Executive Officer since its formation in
1980.  CNL Group,  Inc.  is the  parent  company of CNL  Securities  Corp.,  CNL
Investment Company, CNL Fund Advisors,  Inc., CNL Real Estate Advisors, Inc. and
prior to its merger with CNL Fund Advisors, Inc., effective January 1, 1996, CNL
Income Fund Advisors, Inc. Mr. Seneff is Chief Executive Officer, and has been a
director and registered  principal of CNL Securities Corp.,  which served as the
managing dealer in the Partnership's  offering of Units,  since its formation in
1979.  Mr.  Seneff also has held the position of President and a director of CNL
Management  Company,  a registered  investment  advisor,  since its formation in
1976,  has served as Chief  Executive  Officer and  Chairman of the Board of CNL
Investment  Company,  and Chief  Executive  Officer and Chairman of the Board of
Commercial Net Lease Realty,  Inc. since 1992, has served as the Chairman of the
Board and the Chief  Executive  Officer of CNL Realty  Advisors,  Inc. since its
inception in 1991 through  December 31, 1997, at which time CNL Realty Advisors,
Inc.  merged with Commercial Net Lease Realty,  Inc.,  served as Chairman of the
Board and Chief  Executive  Officer of CNL Income Fund Advisors,  Inc. since its
inception in 1994 through December 31, 1995, has served as a director,  Chairman
of the Board and Chief  Executive  Officer of CNL Fund Advisors,  Inc. since its
inception in 1994,  and has held the position of Chief  Executive  Officer and a
director of CNL Institutional  Advisors,  Inc., a registered investment advisor,
since its inception in 1990.  In addition,  Mr. Seneff has served as a director,
Chairman of the Board and Chief  Executive  Officer of CNL  American  Properties
Fund,  Inc. since 1994, and has served as a director,  Chairman of the Board and
Chief Executive  Officer of CNL American Realty Fund, Inc. since 1996 and of CNL
Real Estate Advisors,  Inc. since January 1997. Mr. Seneff  previously served on
the Florida State  Commission on Ethics and is a former member and past Chairman
of the State of Florida  Investment  Advisory  Council,  which recommends to the
Florida  Board  of  Administration  investments  for  various  Florida  employee
retirement  funds.  The Florida  Board of  Administration,  Florida's  principal
investment advisory and money management agency, oversees the investment of more
than $60 billion of retirement funds.  Since 1971, Mr. Seneff has been active in
the  acquisition,  development  and  management  of real  estate  projects  and,
directly or through an  affiliated  entity,  has served as a general  partner or
joint  venturer in over 100 real  estate  ventures  involved  in the  financing,
acquisition,  construction and rental of office buildings,  apartment complexes,
restaurants,  hotels  and other  real  estate.  Included  in these  real  estate
ventures are approximately 65 privately offered real estate limited partnerships
in which Mr.  Seneff,  directly or through an affiliated  entity,  serves or has
served as a general partner. Also included are 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 XVI,  Ltd., CNL Income Fund XVII,  Ltd. and CNL
Income Fund XVIII, Ltd. (the "CNL Income Fund Partnerships"), public real estate
limited  partnerships  with  investment  objectives  similar  to  those  of  the
Partnership,  in which  Mr.  Seneff  serves  as a general  partner.  Mr.  Seneff
received his degree in Business  Administration from Florida State University in
1968.


                                       30

<PAGE>



         Robert A.  Bourne,  age 50, is  President  and  Treasurer of CNL Group,
Inc., President,  a director and a registered principal of CNL Securities Corp.,
President and a director of CNL Investment Company, and prior to its merger with
CNL Fund Advisors,  Inc.,  effective  January 1, 1996, CNL Income Fund Advisors,
Inc., and Chief Investment Officer,  Vice Chairman of the Board of Directors,  a
director  and  Treasurer  of CNL  Institutional  Advisors,  Inc.,  a  registered
investment  advisor.  Mr.  Bourne  served  as  President  of  CNL  Institutional
Advisors,  Inc. from the date of its inception  through June 30, 1997 and served
as President of CNL Fund Advisors,  Inc. from the date of its inception  through
October 1997.  Mr. Bourne also has served as a director since 1992, as President
from July 1992 to February  1996, as Secretary and Treasurer  from February 1996
through  December 1997, and since February 1996,  served as Vice Chairman of the
Board of Directors of Commercial Net Lease Realty, Inc. In addition,  Mr. Bourne
has served as a director  since its inception in 1991, as President from 1991 to
February  1996, as Secretary from February 1996 to July 1996, and since February
1996, served as Treasurer and Vice Chairman of CNL Realty Advisors, Inc. through
December  31,  1997,  at which  time  CNL  Realty  Advisors,  Inc.  merged  with
Commercial  Net Lease  Realty,  Inc.  In  addition,  Mr.  Bourne  has  served as
President and a director of CNL American  Properties  Fund, Inc. since 1994, and
has served as President and a director of CNL American  Realty Fund,  Inc. since
1996 and of CNL Real Estate  Advisors,  Inc. since January 1997. Upon graduation
from Florida State  University in 1970,  where he received a B.A. in Accounting,
with honors,  Mr.  Bourne  worked as a certified  public  accountant  and,  from
September  1971  through  December  1978,  was  employed  by  Coopers & Lybrand,
Certified  Public  Accountants,  where  he  held  the  position  of tax  manager
beginning in 1975.  From January 1979 until June 1982,  Mr. Bourne was a partner
in the  accounting  firm of Cross & Bourne  and from July 1982  through  January
1987, he was a partner in the accounting firm of Bourne & Rose, P.A.,  Certified
Public  Accountants.  Mr. Bourne,  who joined CNL Securities  Corp. in 1979, has
participated  as a general  partner or joint  venturer  in over 100 real  estate
ventures  involved in the  financing,  acquisition,  construction  and rental of
office  buildings,  apartment  complexes,  restaurants,  hotels  and other  real
estate.  Included in these real estate ventures are  approximately  64 privately
offered  real  estate  limited  partnerships  in which Mr.  Bourne,  directly or
through an affiliated  entity,  serves or has served as a general partner.  Also
included  are the CNL Income  Fund  Partnerships,  public  real  estate  limited
partnerships with investment objectives similar to those of the Partnership,  in
which Mr. Bourne serves as a general partner.

         CNL Realty Corporation is a corporation organized on November 26, 1985,
under the laws of the State of Florida.  Its sole directors and shareholders are
James M. Seneff, Jr. and Robert A. Bourne, the individual General Partners.  CNL
Realty  Corporation  was organized to serve as the corporate  general partner of
real estate limited partnerships,  such as the Partnership,  organized by one or
both of the individual General Partners. CNL Realty Corporation currently serves
as the corporate general partner of the CNL Income Fund Partnerships.

         CNL  Fund  Advisors,  Inc.  provides  certain  management  services  in
connection with the Partnership and its Properties. CNL Fund Advisors, Inc. is a
corporation  organized  in 1994 under the laws of the State of Florida,  and its
principal  office is located at 400 East South Street,  Orlando,  Florida 32801.
CNL Fund  Advisors,  Inc. is a wholly  owned  subsidiary  of CNL Group,  Inc., a
diversified  real  estate  company,   and  was  organized  to  perform  property
acquisition, property management and other services.

         CNL  Group,  Inc.,  which is the parent  company of CNL Fund  Advisors,
Inc.,  was organized in 1980 under the laws of the State of Florida.  CNL Group,
Inc. is a diversified  real estate  company which  provides a wide range of real
estate,  development  and  financial  services to companies in the United States
through the  activities  of its  subsidiaries.  These  activities  are primarily
focused  on the  franchised  restaurant  and  hospitality  industries.  James M.
Seneff,  Jr., an individual General Partner of the Partnership,  is the Chairman
of the Board,  Chief Executive  Officer,  and a director of CNL Group,  Inc. Mr.
Seneff and his wife own all of the outstanding shares of CNL Group, Inc.

         The following persons serve as operating officers of CNL Group, Inc. or
its affiliates or  subsidiaries  in the discretion of the Boards of Directors of
those companies,  but, except as specifically indicated, do not serve as members
of the Boards of Directors of those  entities.  The Boards of Directors have the
responsibility for creating and implementing the policies of CNL Group, Inc. and
its affiliated companies.



                                       31

<PAGE>



         Curtis B. McWilliams,  age 42, joined CNL Fund Advisors,  Inc. in April
1997 and  currently  serves  as  President  of CNL Fund  Advisors,  Inc.  and as
Executive Vice President of CNL American Properties Fund, Inc. In addition,  Mr.
McWilliams  serves  as  Executive  Vice  President  of CNL  Group,  Inc.  and as
President of CNL Financial Services,  Inc. and certain other subsidiaries of CNL
Group,  Inc. From September 1983 through March 1997, Mr. McWilliams was employed
by Merrill  Lynch.  From  January  1991 to August  1996,  Mr.  McWilliams  was a
managing director in the corporate  banking group of Merrill Lynch's  investment
banking division.  During this time, he was a senior  relationship  manager with
Merrill  Lynch and as such was  responsible  for a number of the  firm's  larger
clients.  From February 1990 to February  1993, he also served as co-head of one
of the  Industrial  Banking  Groups within Merrill  Lynch's  investment  banking
division and had administrative responsibility for a group of bankers and client
relationships, including the firm's transportation group. From September 1996 to
March  1997,  Mr.  McWilliams  served as  Chairman  of Merrill  Lynch's  Private
Advisory Services. Mr. McWilliams received a B.S.E. in Chemical Engineering from
Princeton  University  in 1977 and a Masters of Business  Administration  with a
concentration in finance from the University of Chicago in 1983.

         John T. Walker,  age 39, is the Chief  Operating  Officer and Executive
Vice President of CNL Fund Advisors, Inc. and CNL American Properties Fund, Inc.
and serves as Executive Vice President of CNL American Realty Fund, Inc. and CNL
Real Estate  Advisors,  Inc. From May 1992 to May 1994,  he was  Executive  Vice
President for Finance and Administration and Chief Financial Officer of Z Music,
Inc., a cable  television  network  which was  subsequently  acquired by Gaylord
Entertainment, where he was responsible for overall financial and administrative
management  and planning.  From January 1990 through April 1992,  Mr. Walker was
Chief Financial  Officer of the First Baptist Church in Orlando,  Florida.  From
April 1984 through  December  1989, he was a partner in the  accounting  firm of
Chastang,  Ferrell & Walker,  P.A.,  where he was the partner in charge of audit
and  consulting  services,  and  from  1981 to  1984,  Mr.  Walker  was a Senior
Consultant/Audit Senior at Price Waterhouse.  Mr. Walker is a Cum Laude graduate
of Wake Forest  University with a B.S. in Accountancy and is a certified  public
accountant.

         Lynn E. Rose,  age 49, a  certified  public  accountant,  has served as
Chief  Financial  Officer of CNL Group,  Inc. since December 1993, has served as
Secretary of CNL Group,  Inc. since 1987, and served as Controller of CNL Group,
Inc. from 1987 until  December  1993. In addition,  Ms. Rose has served as Chief
Financial Officer and Secretary of CNL Securities Corp. since July 1994. She has
served as Chief Operating Officer, Vice President and Secretary of CNL Corporate
Services,  Inc. since November 1994. Ms. Rose also has served as Chief Financial
Officer and Secretary of CNL Institutional Advisors, Inc. since its inception in
1990, served as a director and Secretary of CNL Realty Advisors,  Inc. since its
inception in 1991 through  December 31, 1997, at which time CNL Realty Advisors,
Inc.  merged with  Commercial  Net Lease Realty,  Inc.,  Treasurer of CNL Realty
Advisors, Inc. from 1991 to February 1996, Secretary and Treasurer of Commercial
Net Lease Realty, Inc. from 1992 to February 1996,  Secretary of CNL Income Fund
Advisors,  Inc.  since its inception in 1994 to December  1995,  and a director,
Secretary and Treasurer of CNL Fund Advisors,  Inc. since 1994 and has served as
a director,  Secretary and  Treasurer of CNL Real Estate  Advisors,  Inc.  since
January  1997.  Ms.  Rose also has  served as  Secretary  and  Treasurer  of CNL
American  Properties  Fund,  Inc.  since 1994,  and has served as Secretary  and
Treasurer of CNL American  Realty Fund, Inc. since 1996. Ms. Rose also currently
serves as Secretary  for  approximately  50  additional  corporations.  Ms. Rose
oversees the management information services, administration,  legal compliance,
accounting,   tenant  compliance,  and  reporting  for  over  300  corporations,
partnerships,  and joint ventures.  Prior to joining CNL, Ms. Rose was a partner
with Robert A. Bourne in the accounting firm of Bourne & Rose,  P.A.,  Certified
Public  Accountants.  Ms. Rose holds a B.A. in Sociology  from the University of
Central Florida. She was licensed as a certified public accountant in 1979.



                                       32

<PAGE>



         Jeanne A. Wall,  age 39, has served as Chief  Operating  Officer of CNL
Investment  Company and of CNL  Securities  Corp.  since  November  1994 and has
served as Executive Vice President of CNL Investment Company since January 1991.
In 1984,  Ms. Wall joined CNL  Securities  Corp.  In 1985,  Ms. Wall became Vice
President of CNL Securities Corp., in 1987, she became Senior Vice President and
in July 1997, she became  Executive  Vice  President of CNL Securities  Corp. In
this  capacity,  Ms. Wall serves as national  marketing  and sales  director and
oversees  the  national  marketing  plan  for the CNL  investment  programs.  In
addition, Ms. Wall oversees product development,  partnership administration and
investor  services for  programs  offered  through  participating  brokers,  and
corporate  communications for CNL Group, Inc. and Affiliates.  Ms. Wall also has
served  as  Senior  Vice  President  of  CNL  Institutional  Advisors,  Inc.,  a
registered  investment  advisor,  from 1990 to 1993,  as Vice  President  of CNL
Realty  Advisors,  Inc.  since  its  inception  in 1991  through  1997,  as Vice
President of  Commercial  Net Lease  Realty,  Inc.  from 1992 through  1997,  as
Executive Vice President of CNL Fund Advisors, Inc. since 1994, and as Executive
Vice President of CNL American  Properties  Fund,  Inc. since 1994. In addition,
Ms. Wall has served as Executive  Vice  President  of CNL Real Estate  Advisors,
Inc. since January 1997 and as Executive  Vice President of CNL American  Realty
Fund,  Inc.  since 1996. Ms. Wall holds a B.A. in Business  Administration  from
Linfield College and is a registered  principal of CNL Securities Corp. Ms. Wall
currently serves as a trustee on the board of the Investment Program Association
and on the Direct  Participation  Program committee for the National Association
of Securities Dealers (NASD).

         Steven D. Shackelford, age 34, has served as Chief Financial Officer of
CNL Fund Advisors,  Inc. since September 1996 and as Chief Financial  Officer of
CNL American  Properties  Fund, Inc. since January 1997. From March 1995 to July
1996, he was a senior manager in the national office of Price  Waterhouse  where
he was responsible  for advising  foreign clients seeking to raise capital and a
public listing in the United  States.  From August 1992 to March 1995, he served
as a manager in the Price  Waterhouse,  Paris,  France  office  serving  several
multinational  clients. Mr. Shackelford was an audit staff and audit senior from
1986 to 1992 in the Orlando, Florida office of Price Waterhouse. Mr. Shackelford
received  a  B.A.  in  Accounting,  with  honors,  and  a  Masters  of  Business
Administration   from  Florida  State  University  and  is  a  certified  public
accountant.


Item 11.  Executive Compensation

         Other than as  described in Item 13, the  Partnership  has not paid and
does not intend to pay any executive compensation to the General Partners or any
of their affiliates.  There are no compensatory plans or arrangements  regarding
termination of employment or change of control.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

         As of February 28, 1998, no person was known to the  Registrant to be a
beneficial owner of more than five percent of the Units.

         The following table sets forth, as of February 28, 1998, the beneficial
ownership interests of the General Partners in the Registrant.

<TABLE>
<CAPTION>

                  Title of Class                 Name of Partner                     Percent of Class
<S> <C>
         General Partnership Interests           James M. Seneff, Jr.                       45%
                                                 Robert A. Bourne                           45%
                                                 CNL Realty Corporation                     10%
                                                                                           ----
                                                                                           100%
</TABLE>


         Neither the General  Partners,  nor any of their  affiliates,  owns any
interest in the  Registrant,  except as noted above.  There are no  arrangements
which at a subsequent date may result in a change in control of the Registrant.

                                       33

<PAGE>



Item 13.  Certain Relationships and Related Transactions

         The  table  below   summarizes  the  types,   recipients,   methods  of
computation and amounts of compensation,  fees and distributions paid or payable
by the  Partnership  to the General  Partners and their  affiliates for the year
ended  December 31, 1997,  exclusive of any  distributions  to which the General
Partners or their  affiliates  may be entitled by reason of their  purchase  and
ownership of Units.
<TABLE>
<CAPTION>

==========================================================================================================================
                                                                                              Amount Incurred
         Type of Compensation                                                                  For the Year
              and Recipient                       Method of Computation                   Ended December 31, 1997
        -----------------------                   ---------------------                   -----------------------
<S> <C>
Reimbursement to affiliates for          Operating expenses are reimbursed        Operating expenses incurred
operating expenses                       at the lower of cost or 90 percent       on behalf of the Partnership:
                                         of the prevailing rate at which          $78,821
                                         comparable services could have
                                         been obtained in the same                Accounting and administra-
                                         geographic area.  Affiliates of the      tive services:  $78,051
                                         General Partners from time to
                                         time incur certain operating
                                         expenses on behalf of the
                                         Partnership for which the
                                         Partnership reimburses the
                                         affiliates without interest.

Annual management fee to                 One percent of the sum of gross             $35,321
affiliates                               revenues from Properties wholly
                                         owned  by  the  Partnership   plus  the
                                         Partnership's  allocable share of gross
                                         revenues of joint ventures in which the
                                         Partnership  is  a   co-venturer.   The
                                         management  fee,  which will not exceed
                                         competitive    fees   for    comparable
                                         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  affiliates  of the
                                         General Partners. 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  affiliates  shall
                                         determine.







==========================================================================================================================
</TABLE>



                                       34

<PAGE>


<TABLE>
<CAPTION>


==========================================================================================================================
                                                                                              Amount Incurred
         Type of Compensation                                                                  For the Year
              and Recipient                       Method of Computation                   Ended December 31, 1997
        -----------------------                   ---------------------                   -----------------------
<S> <C>
Deferred, subordinated real estate       A deferred, subordinated real               $ - 0 -
disposition fee payable to               estate disposition fee, payable
affiliates                               upon sale of one or more
                                         Properties,  in an amount  equal to the
                                         lesser of (i) one-half of a competitive
                                         real estate  commission,  or (ii) three
                                         percent  of the  sales  price  of  such
                                         Property or Properties. Payment of such
                                         fee shall be made only if affiliates of
                                         the   General    Partners   provide   a
                                         substantial   amount  of   services  in
                                         connection  with the sale of a Property
                                         or Properties and shall be subordinated
                                         to  certain   minimum  returns  to  the
                                         Limited Partners.  However,  if the net
                                         sales  proceeds  are  reinvested  in  a
                                         replacement   Property,  no  such  real
                                         estate disposition fee will be incurred
                                         until such replacement Property is sold
                                         and  the   net   sales   proceeds   are
                                         distributed.

General Partners' deferred, sub-         A deferred, subordinated share              $ - 0 -
ordinated share of Partnership net       equal to one percent of
cash flow                                Partnership distributions of net
                                         cash flow, subordinated to certain
                                         minimum returns to the Limited
                                         Partners.

General Partners' deferred, sub-         A deferred, subordinated share              $ - 0 -
ordinated share of Partnership net       equal to five percent of
sales proceeds from a sale or            Partnership distributions of such
sales                                    net sales proceeds, subordinated to
                                         certain minimum returns to the
                                         Limited Partners.
==========================================================================================================================

</TABLE>





                                       35

<PAGE>



                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)      The following documents are filed as part of this report.

         1.  Financial Statements

                  Report of Independent Accountants

                  Balance Sheets at December 31, 1997 and 1996

                  Statements  of Income for the years ended  December  31, 1997,
                  1996 and 1995

                  Statements of Partners'  Capital for the years ended  December
                  31, 1997, 1996 and 1995

                  Statements  of Cash  Flows for the years  ended  December  31,
                  1997, 1996 and 1995

                  Notes to Financial Statements

         2.  Financial Statement Schedule

                  Schedule  III - Real Estate and  Accumulated  Depreciation  at
                  December 31, 1997

                  Notes  to  Schedule   III  -  Real   Estate  and   Accumulated
                  Depreciation at December 31, 1997

                  All other Schedules are omitted as the required information is
                  inapplicable  or is presented in the  financial  statements or
                  notes thereto.

         3.  Exhibits

                  3.1      Affidavit and  Certificate of Limited  Partnership of
                           CNL Income Fund XV, Ltd.  (Included as Exhibit 3.1 to
                           Registration  Statement No. 33-69968 on Form S-11 and
                           incorporated herein by reference.)

                  4.1      Affidavit and  Certificate of Limited  Partnership of
                           CNL Income Fund XV, Ltd.  (Included as Exhibit 3.1 to
                           Registration  Statement No. 33-69968 on Form S-11 and
                           incorporated herein by reference.)

                  4.2      Amended and Restated Agreement of Limited Partnership
                           of CNL Income Fund XV, Ltd.  (Included as Exhibit 4.2
                           to Form 10-K filed with the  Securities  and Exchange
                           Commission on March 30, 1995, and incorporated herein
                           by reference.)

                  10.1     Management Agreement between CNL Income Fund XV, Ltd.
                           and CNL Investment  Company (Included as Exhibit 10.1
                           to Form 10-K filed with the  Securities  and Exchange
                           Commission on March 30, 1996, and incorporated herein
                           by reference.)

                  10.2     Assignment   of   Management   Agreement   from   CNL
                           Investment Company to CNL Income Fund Advisors,  Inc.
                           (Included as Exhibit 10.2 to Form 10-K filed with the
                           Securities and Exchange Commission on March 30, 1995,
                           and incorporated herein by reference.)

                                       36

<PAGE>



                  10.3     Assignment  of Management  Agreement  from CNL Income
                           Fund  Advisors,  Inc.  to  CNL  Fund  Advisors,  Inc.
                           (Included as exhibit 10.3 to Form 10-K filed with the
                           Securities and Exchange  Commission on April 1, 1996,
                           and incorporated herein by reference.)

                  27       Financial Data Schedule (Filed herewith.)

         (b)      The Registrant  filed no reports on Form 8-K during the period
                  October 1, 1997 through December 31, 1997.

                                       37

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  on the 20th day of
March, 1998.

                                            CNL INCOME FUND XV, LTD.

                                            By:    CNL REALTY CORPORATION
                                                   General Partner

                                                   /s/ Robert A. Bourne
                                                   ----------------------------
                                                   ROBERT A. BOURNE, President


                                            By:    ROBERT A. BOURNE
                                                   General Partner

                                                   /s/ Robert A. Bourne
                                                   ---------------------------
                                                   ROBERT A. BOURNE


                                            By:    JAMES M. SENEFF, JR.
                                                   General Partner

                                                   /s/ James M. Seneff, Jr.
                                                   ----------------------------
                                                   JAMES M. SENEFF, JR.



<PAGE>



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

==========================================================================================================================
               Signature                                  Title                                    Date
<S> <C>
/s/ Robert A. Bourne                     President, Treasurer and Director                    March 20, 1998
---------------------------------------  (Principal Financial and
Robert A. Bourne                         Accounting Officer)



/s/ James M. Seneff, Jr.                 Chief Executive Officer and                          March 20, 1998
---------------------------------------  Director (Principal Executive
James M. Seneff, Jr.                     Officer)

==========================================================================================================================
</TABLE>

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                December 31, 1997

<TABLE>
<CAPTION>


                                                                                                Costs Capitalized
                                                                                                     Subsequent
                                                                 Initial Cost                       To Acquisition
                                                                             Buildings
                                            Encum-                              and             Improve-      Carrying
                                           brances           Land           Improvements         ments         Costs
<S> <C>
Properties the Partnership
  has Invested in Under
  Operating Leases:

    Checkers Drive-In Restaurants:
      Englewood, Florida                        -         $   339,499         $       -        $       -        $   -
      Marietta, Georgia                         -             432,547                 -                -            -
      Norcross, Georgia                         -             405,256                 -                -            -
      Philadelphia, Pennsylvania                -             417,014                 -                -            -
      St. Petersburg, Florida                   -             557,206                 -                -            -
      Stratford, New Jersey                     -             309,370                 -                -            -
      Lake Mary, Florida                        -             614,471                 -                -            -
      Philadelphia, Pennsylvania                -             599,586                 -                -            -
      Winter Garden, Florida                    -             353,799                 -                -            -
      Chamblee, Georgia                         -             427,829                 -                -            -
      Largo, Florida                            -             407,211                 -                -            -
      Seminole, Florida                         -             423,116                 -                -            -
      Orlando, Florida                          -             604,920                 -                -            -
      Bradenton, Florida                        -             215,478                 -                -            -

    Denny's Restaurant:
      Huntsville, Texas                         -             349,266                 -                -            -

    East Side Mario's Restaurant:
      Mentor, Ohio                              -             520,557                 -                -            -

    Golden Corral Family
      Steakhouse Restaurants:
        Aberdeen, North Carolina                -             406,989                 -           849,648           -
        Norman, Oklahoma                        -             763,892                 -           939,205           -
        Augusta, Georgia                        -             766,891                 -         1,124,687           -

    Hardee's Restaurants:
      Olive Branch, Mississippi                 -             209,243                 -                -            -
      Columbia, South Carolina                  -             230,268            497,047               -            -
      Pawleys Island, South Carolina            -             307,911            593,997               -            -
      Cookeville, Tennessee                     -             216,335                 -                -            -
      Niceville, Florida                        -             310,511            480,398               -            -

    Jack in the Box Restaurants:
      Woodland Hills, California                -             617,887            406,122               -            -
      Redlands, California                      -             494,336            566,016               -            -
      Altadena, California                      -             501,099            272,441               -            -
      Port Arthur, Texas                        -             426,378            646,811               -            -

    Long John Silver's Restaurants:
      Medina, Ohio                              -             445,614                 -                -            -
      Lexington, Kentucky                       -             346,854                 -                -            -
      Jackson, Tennessee                        -             254,023                 -                -            -
      Lancaster, South Carolina                 -             221,251                 -                -            -
      Albuquerque, New Mexico                   -             210,008            311,622               -            -

</TABLE>

<PAGE>






<TABLE>
<CAPTION>





                                                                                                                         Life
                                                                                                                       on Which
                  Gross Amount at Which Carried                                                                     Depreciation
                      at Close of Period (c)                                                                           in Latest
                            Buildings                                                  Date                             Income
                               and                                Accumulated         of Con-          Date          Statement is
          Land             Improvements           Total           Depreciation       struction       Acquired          Computed
       -----------         ------------        -----------        ------------       ---------       --------        ----------
<S> <C>





       $   339,499           $       -         $   339,499              (d)               -            05/94            (d)
           432,547                   -             432,547              (d)               -            05/94            (d)
           405,256                   -             405,256              (d)               -            05/94            (d)
           417,014                   -             417,014              (d)               -            05/94            (d)
           557,206                   -             557,206              (d)               -            05/94            (d)
           309,370                   -             309,370              (d)               -            05/94            (d)
           614,471                   -             614,471              (d)               -            07/94            (d)
           599,586                   -             599,586              (d)               -            08/94            (d)
           353,799                   -             353,799              (d)               -            08/94            (d)
           427,829                   -             427,829              (d)               -            12/94            (d)
           407,211                   -             407,211              (d)               -            12/94            (d)
           423,116                   -             423,116              (d)               -            12/94            (d)
           604,920                   -             604,920              (d)               -            03/95            (d)
           215,478                   -             215,478              (d)               -            03/95            (d)


           349,266                   (e)           349,266              (f)             1994           05/94            (f)


           520,557                   (e)           520,557              (f)             1995           10/94            (f)



           406,989              849,648          1,256,637        $ 92,123              1994           06/94            (b)
           763,892              939,205          1,703,097          95,379              1994           08/94            (b)
           766,891            1,124,687          1,891,578         112,777              1994           09/94            (b)


           209,243                   (e)           209,243            (f)               1994           04/94            (f)
           230,268              497,047            727,315          61,756              1993           04/94            (b)
           307,911              593,997            901,908          72,717              1992           04/94            (b)
           216,335                   (e)           216,335            (f)               1992           04/94            (f)
           310,511              480,398            790,909          58,854              1993           04/94            (b)


           617,887              406,122          1,024,009          46,370              1988           07/94            (b)
           494,336              566,016          1,060,352          64,627              1988           07/94            (b)
           501,099              272,441            773,540          31,107              1976           07/94            (b)
           426,378              646,811          1,073,189          70,130              1994           09/94            (b)


           445,614                   (e)           445,614            (f)               1994            06/94           (f)
           346,854                   (e)           346,854            (f)               1994            06/94           (f)
           254,023                   (e)           254,023            (f)               1994            06/94           (f)
           221,251                   (e)           221,251            (f)               1994            07/94           (f)
           210,008              311,622            521,630          26,879              1976           05/95            (b)
</TABLE>

                                       F-1

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)

       SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

                                December 31, 1997

<TABLE>
<CAPTION>


                                                                                                   Costs Capitalized
                                                                                                      Subsequent
                                                               Initial Cost                         To Acquisition
                                                                              Buildings
                                            Encum-                              and             Improve-      Carrying
                                           brances           Land           Improvements         ments         Costs
<S> <C>
    Gastonia, North Carolina                    -             379,499                 -                -            -
    Irving, Texas                               -             454,448                 -                -            -
    Lexington, North Carolina                   -             274,513                 -                -            -
    Neosho, Missouri                            -             171,859                 -                -            -

Wendy's Old Fashioned Hamburgers
  Restaurant:
    Arlington, Virginia                         -             592,918            678,893               -            -
                                                          -----------         ----------       ----------       -----

                                                          $15,579,852         $4,453,347       $2,913,540       $   -
                                                          ===========         ==========       ==========       =====

Properties of Joint Venture in
  Which the Partnership has a
  50% Interest and has Invested
  in Under Operating Leases:

    Boston Market Restaurants:
      Murfreesboro, Tennessee                   -         $   398,313         $       -        $       -        $   -
      Matthews, North Carolina                  -             409,942            737,391               -            -
      Raleigh, North Carolina                   -             518,507            542,919               -            -
      Blaine, Minnesota                         -             253,934            531,509               -            -

    Golden Corral Family
      Steakhouse Restaurant:
        Paris, Texas                            -             303,420            708,112               -            -

    Taco Bell:
      Anniston, Alabama                         -             173,396            329,201               -            -
                                                          -----------         ----------       ----------       -----

                                                          $ 2,057,512         $2,849,132       $       -        $   -
                                                          ===========         ==========       ==========       =====

Property in Which the Partnership
  has a 15.02% Interest as Tenants-
  in-Common and has Invested in
  Under an Operating Lease:

    Golden Corral Family
      Steakhouse Restaurant:
        Clinton, North Carolina                 -         $   138,382         $  676,588       $       -        $   -
                                                          ===========         ==========       ==========       =====
</TABLE>


<PAGE>






<TABLE>
<CAPTION>





                                                                                                                         Life
                                                                                                                       on Which
                    Gross Amount at Which Carried                                                                    Depreciation
                        at Close of Period (c)                                                                        in Latest
                            Buildings                                                  Date                             Income
                               and                                Accumulated         of Con-          Date          Statement is
          Land             Improvements           Total           Depreciation       struction       Acquired          Computed
       -----------         ------------        -----------        ------------       ---------       --------        ----------
<S> <C>
           379,499                (e)             379,499            (f)               1994            07/94            (f)
           454,448                (e)             454,448            (f)               1995            07/94            (f)
           274,513                (e)             274,513            (f)               1994            07/94            (f)
           171,859                (e)             171,859            (f)               1994            07/94            (f)



           592,918              678,893          1,271,811          68,882              1994           12/94            (b)
       -----------           ----------        -----------        --------

       $15,579,852           $7,366,887        $22,946,739        $801,601
       ===========           ==========        ===========        ========







       $   398,313           $       -         $   398,313              (d)              -             10/96            (d)
           409,942              737,391          1,147,333        $ 30,225              1994           10/96            (b)
           518,507              542,919          1,061,426          22,254              1994           10/96            (b)
           253,934              531,509            785,443          21,786              1996           10/96            (b)



           303,420              708,112          1,011,532          29,186              1996           10/96            (b)


           173,396              329,201            502,597          10,720              1993           01/97            (b)
       -----------           ----------        -----------        --------

       $ 2,057,512           $2,849,132        $ 4,906,644        $114,171
       ===========           ==========        ===========        ========









       $   138,382           $  676,588        $   814,970        $ 43,721              1996           01/96            (b)
       ===========           ==========        ===========        ========
</TABLE>

                                       F-2

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)

       SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

                                December 31, 1997

<TABLE>
<CAPTION>


                                                                                                  Costs Capitalized
                                                                                                       Subsequent
                                                                  Initial Cost                       To Acquisition
                                                                               Buildings
                                             Encum-                              and             Improve-      Carrying
                                            brances           Land           Improvements         ments         Costs
<S> <C>
Properties the Partnership
  has Invested in Under
  Direct Financing Leases:

    Denny's Restaurant:
      Huntsville, Texas                          -         $        -          $       -        $  590,147       $   -
      Bartlesville, Oklahoma                     -             199,747            789,589               -            -

    East Side Mario's Restaurant:
      Mentor, Ohio                               -                  -                  -         1,201,696           -

    Hardee's Restaurants:
      Chester, South Carolina                    -             140,016            587,718               -            -
      Cookeville, Tennessee                      -                  -             574,511               -            -
      Olive Branch, Mississippi                  -                  -             510,712               -            -
      Piney Flats, Tennessee                     -             141,724            504,827               -            -

    Long John Silver's Restaurants:
      Jackson, Tennessee                         -                  -             459,725               -            -
      Lexington, Kentucky                        -                  -                  -           316,937           -
      Medina, Ohio                               -                  -                  -           414,342           -
      Gastonia, North Carolina                   -                  -             458,248               -            -
      Lancaster, South Carolina                  -                  -                  -           363,078           -
      Lexington, North Carolina                  -                  -                  -           417,145           -
      Neosho, Missouri                           -                  -                  -           403,331           -
      Irving, Texas                              -                  -                  -           414,009           -

    Quincy's Restaurant:
      Greer, South Carolina                      -             178,404            849,860               -            -
                                                           -----------         ----------       ----------       -----

                                                           $   659,891         $4,735,190       $4,120,685       $   -
                                                           ===========         ==========       ==========       =====
</TABLE>


<PAGE>










<TABLE>
<CAPTION>

                                                                                                                         Life
                                                                                                                       on Which
                  Gross Amount at Which Carried                                                                      Depreciation
                      at Close of Period (c)                                                                           in Latest
                            Buildings                                                  Date                             Income
                               and                                Accumulated         of Con-          Date          Statement is
          Land             Improvements           Total           Depreciation       struction       Acquired          Computed
       -----------         ------------        -----------        ------------       ---------       --------        ----------
<S> <C>





                -                    (e)                  (e)             (f)               1994            05/94         (f)
                (e)                  (e)                  (e)             (g)               1983            08/95         (g)


                -                    (e)                  (e)             (f)               1995            10/94         (f)


                (e)                  (e)                  (e)             (g)               1994            04/94         (g)
                -                    (e)                  (e)             (f)               1992            04/94         (f)
                -                    (e)                  (e)             (f)               1994            04/94         (f)
                (e)                  (e)                  (e)             (g)               1993            04/94         (g)


                -                    (e)                  (e)             (f)               1994            06/94         (f)
                -                    (e)                  (e)             (f)               1994            06/94         (f)
                -                    (e)                  (e)             (f)               1994            06/94         (f)
                -                    (e)                  (e)             (f)               1994            07/94         (f)
                -                    (e)                  (e)             (f)               1994            07/94         (f)
                -                    (e)                  (e)             (f)               1994            07/94         (f)
                -                    (e)                  (e)             (f)               1994            07/94         (f)
                -                    (e)                  (e)             (f)               1995            07/94         (f)


                (e)                  (e)                  (e)             (g)               1988            06/94         (g)
</TABLE>

                                       F-3

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)

        NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                December 31, 1997



(a)      Transactions in real estate and accumulated  depreciation  during 1997,
         1996 and 1995 are summarized as follows:
<TABLE>
<CAPTION>

                                                                                  Accumulated
                                                                 Cost             Depreciation
<S> <C>
                    Properties the Partnership
                      has Invested in Under
                      Operating Leases:

                        Balance, December 31, 1994            $23,358,747          $ 69,300
                        Acquisitions                            1,319,806                -
                        Dispositions                             (870,824)               -
                        Reclassified to net invest-
                          ment in direct financing
                          leases                                 (860,990)               -
                        Depreciation expense                           -            241,175
                                                              -----------          --------

                        Balance, December 31, 1995             22,946,739           310,475
                        Depreciation expense                           -            245,563
                                                              -----------          --------

                        Balance, December 31, 1996             22,946,739           556,038
                        Depreciation expense                           -            245,563
                                                              -----------          --------

                        Balance, December 31, 1997            $22,946,739          $801,601
                                                              ===========          ========


                    Properties of Joint Venture in
                      Which the Partnership has a
                      50% Interest and has Invested
                      in Under Operating Leases:

                        Balance, December 31, 1994            $ 3,988,577          $  1,596
                        Acquisitions                              295,307                -
                        Reclassified to net invest-
                          ment in direct financing
                          leases                               (1,108,290)               -
                        Depreciation expense                           -             24,446
                                                              -----------          --------

                        Balance, December 31, 1995              3,175,594            26,042
                        Dispositions                           (3,175,594)          (43,711)
                        Acquisitions                            4,404,047                -
                        Depreciation expense                           -             37,122
                                                              -----------          --------

                        Balance, December 31, 1996              4,404,047            19,453
                        Acquisitions                              502,597                -
                        Depreciation expense                           -             94,718
                                                              -----------          --------

                        Balance, December 31, 1997            $ 4,906,644          $114,171
                                                              ===========          ========
</TABLE>


                                       F-4

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)

               NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 1997


<TABLE>
<CAPTION>

                                                                             Accumulated
                                                               Cost          Depreciation
<S> <C>
                    Property  Which the  Partnership
                      has a 15.02% Interest as
                      Tenants-in-common and has
                      Invested in Under an Operating
                      Lease:

                        Balance, December 31, 1995          $        -        $     -
                        Acquisition                             814,970             -
                        Depreciation expense                         -          21,168
                                                            -----------       --------

                        Balance, December 31, 1996              814,970         21,168
                        Depreciation expense                         -          22,553
                                                            -----------       --------

                        Balance, December 31, 1997          $   814,970       $ 43,721
                                                            ===========       ========
</TABLE>


(b)        Depreciation expense is computed for buildings and improvements based
           upon estimated lives of 30 years.

(c)        As of December 31, 1997, the aggregate  cost of the Properties  owned
           by the Partnership and joint ventures for federal income tax purposes
           was $32,521,622 and $4,678,838,  respectively.  All of the leases are
           treated as operating leases for federal income tax purposes.

(d)        The  building  portion  of this  Property  is  owned  by the  tenant;
           therefore, depreciation is not applicable.

(e)        For financial  reporting  purposes,  certain  components of the lease
           relating  to  land  and  building  have  been  recorded  as a  direct
           financing lease.  Accordingly,  costs relating to these components of
           this lease are not shown.

(f)        For financial reporting  purposes,  the portion of the lease relating
           to the building has been recorded as a direct  financing  lease.  The
           cost of the building has been  included in net  investment  in direct
           financing leases; therefore, depreciation is not applicable.

(g)        For financial reporting purposes, the lease for the land and building
           has been recorded as a direct  financing  lease. The cost of the land
           and  building  has been  included  in the net  investment  in  direct
           financing leases; therefore, depreciation is not applicable.


                                       F-5

<PAGE>



                                    EXHIBITS


<PAGE>


                                  EXHIBIT INDEX


           Exhibit Number

        3.1       Affidavit and Certificate of Limited Partnership of CNL Income
                  Fund  XV,  Ltd.  (Included  as  Exhibit  3.1  to  Registration
                  Statement No. 33-69968 on Form S-11 and incorporated herein by
                  reference.)

        4.1       Affidavit and Certificate of Limited Partnership of CNL Income
                  Fund  XV,  Ltd.  (Included  as  Exhibit  3.1  to  Registration
                  Statement No. 33-69968 on Form S-11 and incorporated herein by
                  reference.)

        4.2       Amended and Restated  Agreement of Limited  Partnership of CNL
                  Income  Fund XV,  Ltd.  (Included  as Exhibit 4.2 to Form 10-K
                  filed with the Securities and Exchange Commission on March 30,
                  1995, and incorporated herein by reference.)

        10.1      Management  Agreement between CNL Income Fund XV, Ltd. and CNL
                  Investment  Company  (Included  as  Exhibit  10.1 to Form 10-K
                  filed with the Securities and Exchange Commission on March 30,
                  1996, and incorporated herein by reference.)

        10.2      Assignment of Management Agreement from CNL Investment Company
                  to CNL Income Fund Advisors, Inc. (Included as Exhibit 10.2 to
                  Form 10-K filed with the Securities and Exchange Commission on
                  March 30, 1995, and incorporated herein by reference.)

        10.3      Assignment  of  Management  Agreement  from  CNL  Income  Fund
                  Advisors, Inc. to CNL Fund Advisors, Inc. (Included as exhibit
                  10.3 to Form  10-K  filed  with the  Securities  and  Exchange
                  Commission  on April  1,  1996,  and  incorporated  herein  by
                  reference.)

        27        Financial Data Schedule (Filed herewith.)

                                        i