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, 2000

                                       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)

                             450 South Orange Avenue
                             Orlando, Florida 32801
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (407) 540-2000

          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 4,000,000 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 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,   totaled
$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 totaling $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 net sales proceeds in
four Boston  Market  Properties  (one of which  consisted  of only land) and one
Golden Corral Property during 1996 and a Taco Bell Property in Anniston, Alabama
during 1997. In addition,  during 1998, the  Partnership  acquired a Property in
Fort  Myers,   Florida,   with  an  affiliate  of  the  General   Partners,   as
tenants-in-common. During the year ended December 31, 1999, the Partnership sold
a  Property  in  Gastonia,  North  Carolina  and used a portion of the net sales
proceeds to invest in a joint venture  arrangement,  Duluth Joint Venture,  with
affiliates of the General Partners,  to construct and hold one Property.  During
the year ended  December 31, 2000, the  Partnership  sold its interest in Duluth
Joint Venture to an affiliate of the General Partners. In addition, during 2000,
the  Partnership  sold a Property in Lexington,  North Carolina and used the net
sales proceeds to invest in a joint venture  arrangement,  TGIF Pittsburgh Joint
Venture,  with  affiliates  of the General  Partners,  to purchase  and hold one
Property.

         As a result of the above  transactions,  as of December 31,  2000,  the
Partnership  owned 49  Properties.  The 49  Properties  include 14 wholly  owned
Properties consisting of only land, interests in seven Properties owned by joint
ventures in which the Partnership is a co-venturer and two Properties owned with
affiliates 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  generally  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.  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.

         On March 11, 1999, the  Partnership  entered into an Agreement and Plan
of Merger with CNL American Properties Fund, Inc. ("APF"), pursuant to which the
Partnership  would be merged with and into a subsidiary  of APF (the  "Merger").
APF is a real estate investment trust whose primary business is the ownership of
restaurant properties leased on a long-term,  "triple-net" basis to operators of
national and regional restaurant chains. Under the Agreement and Plan of Merger,
APF was to issue shares of its common stock as consideration  for the Merger. On
March 1, 2000,  the General  Partners and CNL  American  Properties  Fund,  Inc.
("APF")  announced that they had mutually  agreed to terminate the Agreement and
Plan of Merger  entered  into in March 1999.  The  agreement  to  terminate  the
Agreement and Plan of Merger was based, in large part, on the General  Partners'
concern that,  in light of market  conditions  relating to publicly  traded real
estate  investment  trusts,  the value of the transaction  had diminished.  As a
result of such  diminishment,  the  General  Partners  ability to  unequivocally
recommend voting for the transaction, in the exercise of their fiduciary duties,
had become  questionable.  The  General  Partners  are  continuing  to  evaluate
strategic  alternatives for the Partnership,  including  alternatives to provide
liquidity to the Limited Partners.

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, the
joint  venture,  in which the  Partnership  is a co-venturer  and the Properties
owned with  affiliates as  tenants-in-common,  provide for initial terms ranging
from 10 to 20 years (the  average  being 18 years) and expire  between  2009 and
2019.  Generally,  the  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
$259,900. The majority 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.  Lessees of 40 of the  Partnership's 49 Properties 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.  Fair market value will
be determined  through an appraisal by an independent  appraisal firm. 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 June 1998,  October 1998 and January 1999, three tenants,  Long John
Silver's,  Inc., Finest Foodservice,  LLP, and B.C. Superior, LLC, respectively,
filed for  bankruptcy  and  rejected  the  leases  relating  to six of their ten
Properties  (including  two  Properties  held by  Wood-Ridge  Real Estate  Joint
Venture) and ceased making rental payments to the Partnership  relating to those
leases  that were  rejected.  Between  February  and May 1999,  the  Partnership
entered into new leases with new tenants for three of the  Properties  for which
leases were rejected. The lease terms for these Properties are substantially the
same as the  Partnership's  other leases as  described  above.  In addition,  in
November  1999 and  January  2000,  the  Partnership  sold two of the  remaining
Properties  for which leases were rejected.  The General  Partners are currently
seeking  either a new tenant or purchaser  for the Property  with the  remaining
rejected lease. The Partnership will not recognize rental and earned income from
this  Property  until a new tenant is located or until the  Property is sold and
the proceeds from such sale are reinvested in an additional  Property.  The lost
revenues  resulting  from the  remaining  lease that was rejected  could have an
adverse  effect  on  the  results  of  operations  of  the  Partnership  if  the
Partnership  is unable to re-lease this Property in a timely  manner.  In August
1999, Long John Silver's, Inc. assumed and affirmed its remaining leases and the
Partnership has continued receiving rental payments on such leases. In addition,
in  August  1999,  the lease  relating  to the Long John  Silver's  Property  in
Albuquerque,  New  Mexico  was  amended  to  provide  rent  deferrals.  The rent
deferrals are payable by the tenant beginning in August 2001.

         In December 1999, the  Partnership  entered into a new lease with a new
tenant for its Property in Mentor,  Ohio to operate the Property as a Bennigan's
restaurant.  In connection  therewith,  the Partnership  committed to fund up to
$749,500  for  renovation  costs all of which had been  incurred  and paid as of
December 31, 2000. The lease terms for this Property are  substantially the same
as the Partnership's  other leases as described above. The Partnership  received
$450,000 in  consideration  of the Partnership  releasing the former tenant from
its obligation under the terms of its lease.

         In addition,  in December 1999, the  Partnership  invested a portion of
the net  sales  proceeds  from  the  sale of the  Property  in  Gastonia,  North
Carolina, in a joint venture arrangement,  Duluth Joint Venture, with affiliates
of the General Partners,  to purchase and hold one restaurant  Property.  During
October  2000,  the  Partnership  sold its 33 percent  interest in Duluth  Joint
Venture to an affiliate of the General Partners.

         In June 2000, the Partnership  invested the net sales proceeds from the
sale  of  the  Property  in  Lexington,   North  Carolina  in  a  joint  venture
arrangement,  TGIF  Pittsburgh  Joint  Venture,  with  affiliates of the General
Partners, to purchase and hold one restaurant Property. The lease terms for this
Property  are  substantially  the  same as the  Partnership's  other  leases  as
described  above.  The General  Partners do not anticipate  that the decrease in
rental income relating to this amendment will have a material  adverse affect on
the Partnership's financial position or results of operations.

         In October 2000, the lease  relating to the Property in Raleigh,  North
Carolina held by Wood-Ridge Real Estate Joint Venture was amended to provide for
a reduction in rents and an  extension of the lease term.  All other lease terms
remained unchanged.

Major Tenants

         During 2000,  four lessees of the  Partnership,  Flagstar  Enterprises,
Inc.,  Checkers  Drive-In  Restaurants,  Inc.,  Jack in the Box Inc., and Golden
Corral Corporation,  each contributed more than ten percent of the Partnership's
total rental and earned income (including the Partnership's  share of rental and
earned income from seven  Properties  owned by joint ventures and two Properties
owned with affiliates as  tenants-in-common).  As of December 31, 2000, Flagstar
Enterprises,  Inc. was the lessee under  leases  relating to seven  restaurants,
Checkers Drive-In  Restaurants,  Inc. was the lessee under leases relating to 14
restaurants,  Jack in the Box 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 four  lessees  each will  continue to
contribute  more than ten percent of the  Partnership's  total rental  income in
2001.  In addition,  five  Restaurant  Chains,  Hardee's,  Checker's,  Long John
Silver's,  Golden Corral and Jack in the Box,  each  accounted for more than ten
percent of the  Partnership's  total rental  income during 2000  (including  the
Partnership's  share of  rental  income  from  seven  Properties  owned by joint
ventures and two  Properties  owned with  affiliates as  tenants-in-common).  In
2001, 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 if
the  Partnership is not able to re-lease the  Properties in a timely manner.  No
single tenant or group of affiliated  tenants lease Properties with an aggregate
carrying value in excess of 20 percent of the total assets of the Partnership.

Joint Venture and Tenancy in Common Arrangements

         In  August  1994,  the   Partnership   entered  into  a  joint  venture
arrangement,  Wood-Ridge  Real Estate  Joint  Venture  with CNL Income Fund XIV,
Ltd., 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 prorata basis during
1997.  In  addition,  in December  1999,  the  Partnership  entered into a joint
venture  arrangement,  Duluth Joint  Venture,  with CNL Income Fund V, Ltd., CNL
Income Fund VII,  Ltd., and CNL Income Fund XIV, Ltd., to construct and hold one
restaurant  Property.  In  October  2000,  the  Partnership  sold its 33 percent
interest in Duluth Joint Venture, to CNL Income Fund VII, Ltd. In June 2000, the
Partnership  entered into a joint venture  arrangement,  TGIF  Pittsburgh  Joint
Venture,  with CNL Income  Fund VII,  Ltd.,  CNL Income Fund XVI,  Ltd.  and CNL
Income Fund XVIII, Ltd. to purchase and hold one restaurant  Property.  Each CNL
Income Fund is an affiliate of the General Partners and is a limited partnership
organized pursuant to the laws of the state of Florida.

         The joint  venture  arrangements  provide for the  Partnership  and its
joint venture  partners 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  holds a 50 percent and 23.62%  interest in the
profits and losses of Wood-Ridge  Real Estate Joint Venture and TGIF  Pittsburgh
Joint Venture,  respectively. The Partnership and its joint venture partners are
also  jointly  and  severally  liable  for  all  debts,  obligations  and  other
liabilities of the joint ventures.

         Wood-Ridge Real Estate Joint Venture and TGIF Pittsburgh  Joint Venture
each have an  initial  term of 30 years.  After the  expiration  of the  initial
terms,  each joint  venture  continues  in  existence  from year to year  unless
terminated  at the  option  of any 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 partners to reinvest the sales proceeds in replacement  Properties,  and
by mutual  agreement  of the  Partnership  and its  joint  venture  partners  to
dissolve the joint venture.

         The Partnership shares management control equally with an affiliates of
the  General  Partners  for  Wood-Ridge  Real  Estate  Joint  Venture  and  TGIF
Pittsburgh Joint Venture.  The joint venture agreements restrict 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 both joint ventures is distributed to
the partners in  accordance  with their  respective  percentage  interests.  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  agreements,  the  Partnership
entered   into   an   agreement   to  hold  a   Golden   Corral   Property,   as
tenants-in-common,  with CNL Income Fund IV, Ltd., CNL Income Fund VI, Ltd., and
CNL Income Fund X, Ltd.,  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 party's  percentage  interest.  The
Partnership owns a 16 percent interest in this Property.

         In June 1998, the Partnership  entered into an additional  agreement to
hold a Bennigan's Property, as tenants-in-common, with CNL Income Fund VI, Ltd.,
an affiliate of the General Partners. The agreement provides for the Partnership
and the  affiliate  to  share in the  profits  and  losses  of the  Property  in
proportion  to each  party's  percentage  interest.  The  Partnership  owns a 15
percent interest in this Property.

         Each of the affiliates is a limited  partnership  organized pursuant to
the laws of the state of Florida. The tenancy in common agreement restricts each
party's  ability to sell,  transfer,  or assign its  interest  in the tenancy in
common's Property without first offering it for sale to the remaining party.

         The use of joint venture and tenancy in common  arrangements allows the
Partnership  to fully invest its available  funds at times at which it would not
have  sufficient  funds to purchase an additional  Property,  or at times when a
suitable  opportunity to purchase an additional  Property is not available.  The
use of joint  venture  and  tenancy in common  arrangements  also  provides  the
Partnership  with  increased  diversification  of its portfolio  among a greater
number of properties. In addition,  tenancy in common arrangements may allow the
Partnership to defer the gain for federal income tax purposes upon the sale of a
Property if the proceeds are reinvested in an additional Property.

Certain Management Services

         CNL Fund Advisors, Inc., an affiliate of the General Partners, provides
certain  services  relating to management of the  Partnership and its Properties
pursuant to a management  agreement with the Partnership.  Under this agreement,
CNL  Fund  Advisors,   Inc.  is  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 Fund  Advisors,  Inc.  also  assists  the  General  Partners in
negotiating the leases.  For these  services,  the Partnership has agreed to pay
CNL 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.

         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.

Employees

         The  Partnership   has  no  employees.   The  officers  of  CNL  Realty
Corporation  and the  officers and  employees of APF, the parent  company 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 Financial  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, 2000, the Partnership owned 49 Properties. Of the 49
Properties,  40 are  owned by the  Partnership  in fee  simple,  seven are owned
through two joint  venture  arrangements  and two are owned  through  tenancy in
common arrangements.  See Item 1. Business - Joint Venture and Tenancy in Common
Arrangements.  The Partnership is not permitted to encumber its Properties under
the terms of its  partnership  agreement.  Reference  is made to the Schedule of
Real Estate and  Accumulated  Depreciation  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.


<PAGE>


         The following table lists the Properties owned by the Partnership as of
December 31, 2000 by state. More detailed information  regarding the location of
the  Properties  is  contained  in the  Schedule of Real Estate and  Accumulated
Depreciation for the year ended December 31, 2000.

          State                    Number of Properties

          Alabama                              1
          California                           3
          Florida                             10
          Georgia                              4
          Kentucky                             1
          Minnesota                            1
          Mississippi                          1
          Missouri                             1
          New Jersey                           1
          New Mexico                           1
          North Carolina                       4
          Ohio                                 2
          Oklahoma                             2
          Pennsylvania                         3
          South Carolina                       5
          Tennessee                            4
          Texas                                4
          Virginia                             1
                                          -------
          TOTAL PROPERTIES                    49
                                          =======

         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 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 the  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.  Depreciation  expense is  computed  for  buildings  and
improvements using the straight-line  method using depreciable lives of 40 years
for federal income tax purposes.

         As of December 31, 2000, the aggregate cost of the Properties  owned by
the  Partnership  and joint ventures  (including  the  Properties  owned through
tenancy in common  arrangements) for federal income tax purposes was $31,741,716
and $9,312,896, respectively.


<PAGE>



         The following table lists the Properties owned by the Partnership as of
December 31, 2000 by Restaurant Chain.

               Restaurant Chain                    Number of Properties

                Bennigan's                                    2
                Boston Market                                 2
                Checkers                                     14
                Denny's                                       2
                Golden Corral                                 5
                Hardee's                                      7
                Jack in the Box                               4
                Japan Express                                 1
                Long John Silver's                            6
                Quincy's                                      1
                Taco Bell                                     1
                Wendy's                                       1
                Other                                         3
                                                         -------
                TOTAL PROPERTIES                             49
                                                         =======

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

         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.

         Leases.  The Partnership leases the Properties to operators of selected
national and regional fast-food restaurant chains. The leases are generally on a
long-term  "triple  net"  basis,  meaning  that the  tenant is  responsible  for
repairs,  maintenance,  property taxes,  utilities and insurance.  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.  The terms of the leases of the
Properties owned by the Partnership are described in Item 1. Business - Leases.

         At December  31,  2000,  1999 and 1998,  92 percent,  98 percent and 88
percent, respectively, of the Properties were occupied. At December 31, 1997 and
1996,  all of the Properties  were occupied.  The following is a schedule of the
average rent per Property for the years ended December 31:

<TABLE>
<CAPTION>
<S><C>

                                      2000              1999             1998              1997              1996
--------------------------------- --------------    -------------    --------------    -------------     -------------

Rental Income (1)                   $ 3,555,125      $3,568,289        $3,461,756       $3,906,700        $3,905,897
Properties (2)                               48              50                50               49                48
Average Per Property                  $  74,065        $ 71,366          $ 69,235         $ 79,729          $ 81,373

</TABLE>


(1)      Rental income  includes the  Partnership's  share of rental income from
         the  Properties  owned  through  a joint  venture  arrangement  and the
         Properties  owned  through  tenancy  in  common  arrangements.   Rental
         revenues have been adjusted,  as applicable,  for any amounts for which
         the Partnership has established an allowance for doubtful accounts.

(2)      Excludes Properties which were vacant and generated no rental income.

         The following is a schedule of lease expirations for leases in place as
of December 31, 2000 for the next ten years and thereafter.

<TABLE>
<CAPTION>
<S><C>
                                                                           Percentage of
                               Number            Annual Rental             Gross Annual
  Expiration Year            of Leases              Revenues               Rental Income
--------------------      -----------------    -------------------       ------------------

              2001                                  --               $     --                        --
              2002                                  --                     --                        --
              2003                                  --                     --                        --
              2004                                  --                     --                        --
              2005                                  --                     --                        --
              2006                                  --                     --                        --
              2007                                  --                     --                        --
              2008                                  --                     --                        --
              2009                                   5                572,121                    15.45%
              2010                                  --                     --                        --
              Thereafter                            43              3,129,086                    84.55%
                                      -----------------     ------------------      --------------------
              Total (1)                             48           $  3,701,207                   100.00%
                                      =================     ==================      ====================

</TABLE>


(1)      Excludes one Property which was vacant at December 31, 2000.

         Leases  with Major  Tenants.  The terms of each of the leases  with the
Partnership's  major  tenants as of December  31,  2000 (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.  The initial
term of each lease is 20 years  (expiring in 2014) and the average  minimum base
annual rent is  approximately  $73,800  (ranging from  approximately  $62,900 to
$87,800).

         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.

         Jack in the Box  Inc.  leases  four  Jack in the Box  restaurants.  The
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).

         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  $136,900
(ranging from approximately $88,000 to $190,600).


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 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

(a) As of March 15, 2001 there were 2,709 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.  During 2000,  Limited  Partners who
wished to sell their Units may have  offered the Units for sale  pursuant to the
Partnership's  distribution reinvestment plan (the "Plan"), and Limited Partners
who wished to have their  distributions used to acquire additional Units (to the
extent Units were  available  for  purchase),  may have done so pursuant to such
Plan. The General  Partners had the right to prohibit  transfers of Units.  From
inception  through  December 31, 2000,  the price paid for any Unit  transferred
pursuant to the Plan ranged from $8.29 to $9.50 per Unit. The price paid for any
Unit  transferred  other than pursuant to the Plan was 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 2000 and 1999 other than
pursuant to the Plan, net of commissions

<TABLE>
<CAPTION>
<S><C>

                                              2000 (1)                                1999 (1)
                                -------------------------------------    -----------------------------------
                                --------- -- --------- -- -----------    --------- -- -------- -- ----------
                                High         Low          Average        High         Low         Average
                                ---------    ---------    -----------    ---------    --------    ----------
                                ---------    ---------    -----------    ---------    --------    ----------
        First Quarter              $8.01        $7.34         $ 7.54          (2)         (2)           (2)
        Second Quarter              8.50         6.12           7.31          (2)         (2)           (2)
        Third Quarter               7.29         7.22           7.23       $10.00      $ 6.84        $ 8.42
        Fourth Quarter              6.83         6.65           6.77        10.00        6.84          7.82

</TABLE>


(1)      A total of 24,533 and 14,500 Units were transferred other than pursuant
         to  the  Plan  for  the  years  ended   December  31,  2000  and  1999,
         respectively.

(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.

         For each of the years ended December 31, 2000 and 1999, the Partnership
declared cash distributions of $3,200,000 to the Limited Partners. Distributions
of $800,000  were  declared to the Limited  Partners at the close of each of the
Partnership's  calendar  quarters  during 2000 and 1999.  These amounts  include
monthly  distributions  made in arrears  for the  Limited  Partners  electing to
receive such distributions on this basis. No amounts  distributed to the Limited
Partners for the years ended  December 31, 2000 and 1999,  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.

         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.

(b)      Not applicable.




<PAGE>


Item 6.  Selected Financial Data

<TABLE>
<CAPTION>
<S><C>

                                         2000             1999            1998            1997             1996
                                   --------------------------------- --------------- ---------------- ---------------
                                   --------------------------------- --------------- ---------------- ---------------
  Year ended December 31:
  ----------------------------------
  ----------------------------------
     Revenues (1)                       $  3,683,602    $ 3,373,628     $ 3,471,040      $ 3,908,014     $ 4,068,610
  ----------------------------------
     Net income (2)                        2,624,415      2,769,975       2,642,497        3,434,905       3,585,059
  ----------------------------------
     Cash distributions declared           3,200,000      3,200,000       3,400,000        3,200,000       3,280,000
     (4)
  ----------------------------------
     Net income per Unit (2)(3)                 0.66           0.69            0.65             0.85            0.89
  ----------------------------------
     Cash distributions declared
       per       Unit (3)                       0.80           0.80            0.85             0.80            0.82
  ----------------------------------

  ----------------------------------
  At December 31:
  ----------------------------------
     Total assets                       $ 35,483,327   $ 36,073,980    $ 36,356,904      $37,045,723    $ 36,936,678
  ----------------------------------
     Partners' capital                    34,460,290     35,035,875      35,465,900       36,223,403      35,988,498

</TABLE>

(1)      Revenues  include equity in earnings of joint ventures and  adjustments
         to accrued rental income due to three tenants filing for bankruptcy and
         rejecting four of the Partnership's leases.

(2)      Net income for the year ended December 31, 2000,  includes $38,003 from
         gain on sale of assets.  Net income  for the year  ended  December  31,
         1999, includes $165,503 from loss on sale of assets. Net income for the
         year ended December 31, 2000, 1999 and 1998 includes $446,975,  $83,897
         and  $280,907,  respectively,  from  provision  for loss on assets.  In
         addition,  net  income  for the year  ended  December  31,  1999,  also
         includes  lease  termination  income  of  $450,000  recognized  by  the
         Partnership in connection with  consideration the Partnership  received
         for releasing a former tenant from their  obligation under the terms of
         its lease.

(3)      Based  on  the  weighted   average  number  of  Limited  Partner  Units
         outstanding during the years ended December 31, 2000, 1999, 1998, 1997,
         and 1996.

(4)      Distributions for the years ended December 31, 1998 and 1996, include a
         special  distribution to the Limited  Partners of $200,000 and $80,000,
         respectively, which represented cumulative excess operating reserves.

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


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,  to  be  leased  primarily  to
operators  of  selected   national  and  regional   fast-food  and  family-style
Restaurant Chains. The leases are generally  triple-net leases, with the lessees
responsible  for all repairs and  maintenance,  property  taxes,  insurance  and
utilities. As of December 31, 2000, the Partnership owned 49 Properties,  either
directly or through joint venture or tenancy in common arrangements.

Capital Resources

         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
$3,325,920,  $2,943,295,  and  $3,216,728 for the years ended December 31, 2000,
1999 and 1998, respectively. The increase in cash from operations during 2000 as
compared to 1999 and the decrease during 1999 as compared to 1998, was primarily
a result of  changes  in  income  and  expenses  as  described  in  "Results  of
Operations" below and changes in the Partnership's working capital.

         In June 1998, the Partnership invested in a Bennigan's Property located
in Fort  Myers,  Florida,  with CNL  Income  Fund VI,  Ltd.,  a Florida  limited
partnership  and  affiliate  of the General  Partners as  tenants-in-common.  In
connection therewith,  the Partnership and the affiliate of the General Partners
entered  into an  agreement  whereby  each party will share in the  profits  and
losses of the Property in proportion to its applicable  percentage interest.  As
of  December  31,  2000,  the  Partnership  owned a 15 percent  interest in this
Property.

         In November 1999, the Partnership sold its Property in Gastonia,  North
Carolina  to an  unrelated  third  party for  $672,630  and  received  net sales
proceeds of $631,304,  resulting in a loss of $165,503 for  financial  reporting
purposes.  The Partnership  distributed amounts sufficient to enable the Limited
Partners to pay federal and state income  taxes,  if any (at a level  reasonably
assumed by the General Partners), resulting from the sale. In December 1999, the
Partnership  reinvested a portion of the net sales  proceeds  from the sale in a
joint venture arrangement,  Duluth Joint Venture,  with CNL Income Fund V, Ltd.,
CNL Income Fund VII,  Ltd.,  and CNL Income Fund XIV,  Ltd.,  each of which is a
Florida  limited  partnership  and an  affiliate  of the  General  Partners,  to
construct  and  hold  one  restaurant  Property.   During  2000  and  1999,  the
Partnership  contributed  $252,591 and $357,441,  respectively,  to Duluth Joint
Venture to pay for construction costs. In October 2000, the Partnership sold its
33 percent  interest in Duluth Joint  Venture,  to CNL Income Fund VII, Ltd. for
$610,032.  The proceeds from the sale exceeded the basis of the interest in this
joint venture resulting in a gain of $38,003 for financial  reporting  purposes,
as  described  below in "Results of  Operations."  The  Partnership  distributed
amounts  sufficient  to enable the  Limited  Partners  to pay  federal and state
income taxes at a level reasonably  assumed by the General  Partners,  resulting
from the sale.

         In December 1999, the  Partnership  entered into a new lease with a new
tenant for its Property in Mentor, Ohio, to operate the Property as a Bennigan's
restaurant.  In connection  therewith,  the Partnership  committed to fund up to
$749,500 for  renovation  costs,  all of which had been  incurred and paid as of
December 31, 2000. The Partnership  received  $450,000 in  consideration  of the
Partnership  releasing the former tenant from its obligation  under the terms of
its lease.

         In January 2000, the Partnership sold its Property in Lexington,  North
Carolina, for $599,500 and received net sales proceeds of $562,130, resulting in
a loss of  $88,869  for  financial  reporting  purposes,  which the  Partnership
recorded at December 31, 1999, as described below in "Results of Operations". In
June 2000, the Partnership used the net sales proceeds received from the sale of
this Property to enter into a joint venture  arrangement,  TGIF Pittsburgh Joint
Venture,  with CNL Income Fund VII,  Ltd.,  CNL Income Fund XVI,  Ltd.,  and CNL
Income Fund XVIII, Ltd., each a Florida limited  partnership and an affiliate of
the  General  Partners,  to purchase  and hold one  restaurant  Property.  As of
December 31, 2000, the  Partnership  owned a 23.62%  interest in the profits and
losses of the joint venture.

         None of the Properties owned by the Partnership,  or the joint ventures
or tenancy in common arrangements 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,   rental  income  from  the  Partnership's
Properties and net sales  proceeds from the sale of Properties,  are invested in
money market accounts or other  short-term,  highly liquid  investments  such as
demand  deposit  accounts  at  commercial  banks,   money  market  accounts  and
certificates  of deposit  with less than a 30-day  maturity  date,  pending  the
Partnership's use of such funds to pay Partnership expenses,  make distributions
to partners or reinvest in  additional  Properties.  At December 31,  2000,  the
Partnership had $1,360,947 invested in such short-term  investments (including a
certificate  of deposit in the amount of $103,500) as compared to  $1,660,363 at
December 31, 1999.  The  decrease in cash and cash  equivalents  during 2000 was
primarily  attributable to the payment of renovation costs for the Partnership's
Property in Mentor,  Ohio, as described above. The decrease was partially offset
by the  Partnership  selling its interest in Duluth Joint Venture,  as described
above.  As of December 31, 2000, the average  interest rate earned on the rental
income   deposited  in  demand   deposit   accounts  at  commercial   banks  was
approximately  2.1% annually.  The funds  remaining at December 31, 2000,  after
payment  of  distributions  and  other  liabilities,  will be  used to meet  the
Partnership's working capital and other needs.
Short-Term Liquidity

         The Partnership's  short-term liquidity  requirements consist primarily
of the operating expenses of the Partnership.

         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  substantially  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.

         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.

         The Partnership  generally  distributes cash from operations  remaining
after the payment of the operating  expenses of the  Partnership,  to the extent
that  the  General  Partners   determine  that  such  funds  are  available  for
distribution.  Based on current cash from operations,  the Partnership  declared
distributions  to the Limited Partners of $3,200,000 for the year ended December
31, 2000. Based on current and anticipated future cash from operations,  and for
the year ended December 31, 1998,  cumulative  excess  operating  reserves,  the
Partnership  declared  distributions  to the Limited  Partners of $3,200,000 and
$3,400,000  for the years ended December 31, 1999 and 1998,  respectively.  This
represents  distributions  of $0.80 for the years  ended  December  31, 2000 and
1999, and $0.85 per Unit for the year ended December 31, 1998. No  distributions
were made to the General  Partners for the years ended December 31, 2000,  1999,
and 1998.  No amounts  distributed  to the Limited  Partners for the years ended
December 31,  2000,  1999 or 1998 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.

         During 2000, the general  partners waived their right to receive future
distributions  from the Partnership,  including both  distributions of operating
cash flow and  distributions  of  liquidation  proceeds,  to the extent that the
cumulative amount of such distributions  would exceed the balance in the general
partners'  capital  account as of December  31, 1999.  Accordingly,  the general
partners were not allocated any net income and did not receive any distributions
during the year ended December 31, 2000.

         As of December  31, 2000 and 1999,  the  Partnership  owed  $21,224 and
$60,991,  respectively,  to related  parties for accounting  and  administrative
services  and  management  fees.  As of March  15,  2001,  the  Partnership  had
reimbursed  the  affiliates  all  such  amounts.  Other  liabilities,  including
distributions  payable,  increased to  $1,001,813  at December  31,  2000,  from
$977,114 at December 31, 1999. The General Partners believe that the Partnership
has sufficient cash on hand to meet its current working capital needs.

Long-Term Liquidity

         The  Partnership  has no long-term  debt or other  long-term  liquidity
requirements.

Results of Operations

         The Partnership owned and leased 41 wholly owned Properties during 2000
(including  one  Property  which was sold in January  2000) and during  1999 and
1998, the Partnership owned and leased 42 wholly owned properties (including one
Property which was sold in November 1999).  During 1998, the  Partnership  owned
and  leased  two  Properties  with  affiliates  as   tenants-in-common,   was  a
co-venturer  in one joint  venture  that owned and leased  six  Properties,  and
during 1999, the  Partnership  was a co-venturer in an additional  joint venture
that  owned and leased one  Property.  During  2000,  the  Partnership  sold its
interest in one of its joint  ventures that owned and leased one  Property,  and
was a  co-venturer  in an  additional  joint  venture  that owned and leased one
Property.  As of December 31, 2000, the  Partnership  owned,  either directly or
through joint venture or tenancy in common  arrangements,  49 Properties,  which
are  generally  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 $259,900.  The majority 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,  2000,   1999  and  1998,  the
Partnership  earned $3,262,585,  $3,031,192,  and $3,130,205,  respectively,  in
rental  income from  operating  leases  (net of  adjustments  to accrued  rental
income) and earned income from direct  financing  leases from Properties  wholly
owned by the Partnership.  Rental and earned income were impacted in each of the
years  presented  due to the fact that in June 1998,  Long John  Silver's,  Inc.
filed for  bankruptcy  and  rejected  the leases  relating  to four of the eight
Properties it leased. As a result,  this tenant ceased making rental payments on
the four  rejected  leases,  causing a decrease  in rental and earned  income of
approximately  $159,000  during 1999, as compared to 1998. The  Partnership  has
continued  receiving rental payments  relating to the leases not rejected by the
tenant.  In  conjunction  with  the  four  rejected  leases,  during  1998,  the
Partnership  reversed  approximately  $250,600  of accrued  rental  income.  The
accrued  rental  income  was  the  accumulated  amount  of  non-cash  accounting
adjustments  previously  recorded in order to recognize  future  scheduled  rent
increases  as income  evenly over the term of the lease.  No such  amounts  were
reversed  during 1999  relating to this  tenant.  In May 1999,  the  Partnership
re-leased  one of the  Properties  with a  rejected  lease and  rental  payments
commenced  in July 1999 which  offset  the  decrease  during  1999 and caused an
increase in rental and earned  income  during 2000. In each of November 1999 and
January 2000, the Partnership sold one Property with a rejected lease to a third
party.  The  Partnership  will not  recognize  rental and earned income from the
remaining  Property  until a new tenant is located or until the Property is sold
and the proceeds from such sale are  reinvested in an  additional  Property.  In
August 1999,  Long John Silver's,  Inc.  assumed and affirmed its four remaining
leases and the Partnership has continued to receive rental payments  relating to
these four leases.  During the year ended  December 31,  2000,  the  Partnership
received approximately $99,100 in bankruptcy proceeds relating to the Properties
whose leases were rejected. The General Partners do not anticipate receiving any
additional amounts but will apply such amounts, if and when received, to income.
The lost revenues  resulting from the one remaining lease that was rejected,  as
described  above,  could have an adverse  affect on the results of operations of
the  Partnership  if the  Partnership  is unable to re-lease  this Property in a
timely manner.

         In  addition,  rental and  earned  income  decreased  during  2000,  as
compared  to 1999,  partially  as a result of the  Partnership  establishing  an
allowance  for doubtful  accounts of  approximately  $25,700 for past due rental
amounts  relating  to the  Properties  in  Huntsville,  Texas and  Bartlesville,
Oklahoma,  in accordance with the Partnership's  collection policy. In addition,
the Partnership reserved approximately $25,600 in accrued rental income relating
to these  Properties.  The accrued rental income was the  accumulated  amount of
non-cash accounting adjustments previously recorded in order to recognize future
scheduled  rent  increases  as income  evenly  over the term of the  lease.  The
General  partners are continuing to pursue  collection of these amounts and will
recognize such amounts as income if collected. No such allowance was recorded in
1999 and 1998.

         Rental and earned  income also  decreased  during 1999,  as compared to
1998,  by  approximately  $14,700  due to the fact that in  December  1999,  the
Partnership  terminated  the lease  with the tenant of the  Property  in Mentor,
Ohio.  In  connection   therewith,   during  1999,  the   Partnership   reversed
approximately   $175,100  of  accrued  rental  income.  In  December  1999,  the
Partnership  re-leased the Property to a new tenant,  and renovated the Property
into a Bennigan's  restaurant,  as described  above in "Capital  Resources," for
which rental payments  commenced in May 2000,  causing an increase in rental and
earned income during 2000.

         During  the  years  ended  December  31,  2000,  1999,  and  1998,  the
Partnership  also  earned  $28,165,  $40,959,  and  $41,463,   respectively,  in
contingent  rental income.  Contingent  rental income  decreased during 2000, as
compared to 1999,  primarily as a result of a decrease in gross sales of certain
restaurant Properties that are subject to leases requiring payment of contingent
rent.

         In addition,  for the years ended December 31, 2000, 1999 and 1998, the
Partnership earned $296,929, $259,508, and $236,553, respectively,  attributable
to  net  income  earned  by  joint  ventures  in  which  the  Partnership  is  a
co-venturer. The increase in net income earned by joint ventures during 2000 and
1999,  each as compared to the previous year, was primarily  attributable to the
Partnership  investing in a Property in  Homestead,  Pennsylvania  in June 2000,
with an affiliate of the General Partners and a Property in Fort Myers, Florida,
in June 1998, with an affiliate of the General Partners as tenants-in-common, as
described above in "Capital Resources."

         During  the  year  ended  December  31,  2000,   four  lessees  of  the
Partnership,  Flagstar Enterprises,  Inc., Checkers Drive-In Restaurants,  Inc.,
Jack in the Box 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 and earned income from seven  Properties owned by
joint ventures and two Properties  owned with affiliates of the General Partners
as tenants-in-common).  As of December 31, 2000, Flagstar Enterprises,  Inc. was
the  lessee  under  leases  relating  to seven  restaurants,  Checkers  Drive-In
Restaurants,  Inc. was the lessee under leases relating to 14 restaurants,  Jack
in the Box 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 four  lessees  each will  continue  to  contribute  more than ten
percent of the  Partnership's  total rental income in 2001. In addition,  during
the year ended December 31, 2000, five  Restaurant  Chains,  Hardee's,  Checkers
Drive-In  Restaurants,  Long John  Silver's,  Golden Corral and Jack in the Box,
each accounted for more than ten percent of the  Partnership's  total rental and
earned income  (including  the  Partnership's  share of rental and earned income
from seven  Properties  owned by joint  ventures and two  Properties  owned with
affiliates  of the  General  Partners  as  tenants-in-common).  In  2001,  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 if the
Partnership is not able to re-lease the Properties in a timely manner.

         During  the  years  ended  December  31,  2000,   1999,  and  1998  the
Partnership  earned  $95,923,  $41,969 and $62,819  respectively in interest and
other income. The increase in interest and other income during 2000, as compared
to 1999, was primarily  attributable  to interest income earned on the net sales
proceeds  relating  to the 1999  and 2000  sales  of  Properties  while  pending
reinvestment in additional Properties.

         Operating expenses,  including  depreciation and amortization  expense,
were  $650,215,  $804,253,  and $547,636 for the years ended  December 31, 2000,
1999 and 1998, respectively.  The decrease in operating expenses during 2000, as
compared to 1999,  and the  increase  during  1999,  as  compared  to 1998,  was
primarily due to the fact that the Partnership incurred $45,098,  $195,622,  and
$23,196 during 2000, 1999, and 1998, respectively,  in transaction costs related
to the General Partners retaining financial and legal advisors to assist them in
evaluating  and  negotiating  the  proposed and  terminated  merger with APF, as
described in "Termination of Merger."

         In  addition,  the  decrease  in  operating  expenses  during  2000 was
partially due to the fact that during 2000, the Partnership  applied  settlement
amounts  relating to the four Long John  Silvers  Properties  whose  leases were
rejected.  As a result, the Partnership  reversed certain expenses such as legal
fees, real estate taxes, insurance, and maintenance,  previously incurred by the
Partnership  as a result of the tenant  filing for  bankruptcy.  The decrease in
operating   expenses  during  2000  was  partially  offset  by  an  increase  in
depreciation expense resulting from the Partnership capitalizing the $749,500 of
renovation costs relating to the Property in Mentor, Ohio during 2000.

         The increase in operating  expenses  during 1999,  as compared to 1998,
was partially  attributable to the fact that the Partnership  incurred insurance
expense,  maintenance  expense,  legal fee expense  and real  estate  taxes as a
result of Long John Silvers, Inc. filing for bankruptcy and rejecting the leases
relating to four Properties in June 1998. In addition, the increase in operating
expenses during 1999, was partially  attributable to an increase in depreciation
expense  due to the fact that  during  the year ended  December  31,  1998,  the
Partnership   reclassified  these  Properties  from  net  investment  in  direct
financing  leases to land and buildings on operating  leases.  In May 1999,  the
Partnership  re-leased  one of the  Properties  and sold one Property in each of
November  1999 and January  2000.  The  Partnership  will continue to incur such
expenses,  relating  to the  remaining  Property  with a rejected  lease until a
replacement  tenant or  purchaser  is located.  Due to the fact that,  in August
1999, Long John Silvers Inc. assumed and affirmed its four remaining  leases, as
described above,  Long John Silvers,  Inc. will be responsible for such expenses
relating to these Properties;  therefore, the General Partners do not anticipate
that the Partnership will incur these expenses for the four remaining leases.

         During the year ended  December 31, 2000,  the  Partnership  recorded a
provision for loss on assets in the amount of $446,975 for  financial  reporting
purposes relating to the Property in Medina, Ohio. The allowance represented the
difference  between the carrying  value of the Property  and the  estimated  net
realizable  value of the Property at December  31,  2000.  During the year ended
December 31, 1999,  the  Partnership  recorded a provision for loss on assets of
$83,897 for financial  reporting purposes relating to the Property in Lexington,
North Carolina.  The allowance  represented the difference  between the carrying
value of the Property at December 31, 1999, and the net sales proceeds  received
from the sale of the  Property to a third party in January  2000.  In  addition,
during  the year  ended  December  31,  1998,  the  Partnership  established  an
allowance  for loss on assets  of  $280,907  for  financial  reporting  purposes
relating to two of the four Long John Silver's  Properties for which leases were
rejected by the tenant,  as described above. The loss represented the difference
between  the  carrying  value of the  Properties  at  December  31, 1998 and the
estimated net realizable value for these Properties.

         As a result of the sale of the  Partnership's  interest in Duluth Joint
Venture,  the Partnership  recognized a gain of $38,003 for financial  reporting
purposes during the year ended December 31, 2000. As a result of the sale of the
Property in  Gastonia,  North  Carolina  the  Partnership  recognized  a loss of
$165,503  during  the year  ended  December  31,  1999 for  financial  reporting
purposes.  In addition, in connection with the lease termination relating to the
Property  in  Mentor,  Ohio,  the  Partnership  received  $450,000  as  a  lease
termination  fee from the former tenant in  consideration  of the  Partnership's
releasing the tenant from its obligation  under the terms of the lease.  No such
transactions occurred during the year ended December 31, 1998.

         The  Partnership's  leases  as of  December  31,  2000,  are  generally
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.

         In December 1999, the Securities and Exchange  Commission  released SAB
101, which provides the staff's view in applying generally  accepted  accounting
principles  to  selected  revenue  recognition  issues.  SAB  101  requires  the
Partnership  to defer  recognition  of certain  percentage  rental  income until
certain defined  thresholds are met. The  Partnership  adopted SAB 101 beginning
January 1, 2000. Implementation of SAB 101 did not have a material impact on the
partnership's result of operations.

         In June 1998, the Financial Accounting Standards Board issued Statement
of  Financial   Accounting   Standards  No.  133,   "Accounting  for  Derivative
Instruments and Hedging  Activities." The Statement  establishes  accounting and
reporting  standards for derivative  instruments,  including certain  derivative
instruments,   embedded  in  other  contracts   (collectively   referred  to  as
derivatives),  and for hedging activities. The Statement requires that an entity
recognize all  derivatives  as either assets or liabilities in the balance sheet
and  measure  those  instruments  at fair  value.  In June 1999,  the  Financial
Accounting  Standards Board issued Statement of Financial  Accounting  Standards
No. 137, "Accounting for Derivative Instruments and Hedging  Activities-Deferral
of the Effective  Date of FASB Statement No. 133, an Amendment of FASB Statement
No. 133." FAS 137 deferred the effective  date of FAS 133 for one year. FAS 133,
as  amended,  is now  effective  for all fiscal  quarters  of all  fiscal  years
beginning  after June 15, 2000. The partnership has reviewed both statements and
has determined  that both FAS 133 and FAS 137 do not apply to the Partnership as
of December 31, 2000.

Termination of Merger

         On March 11, 1999, the  Partnership  entered into an Agreement and Plan
of Merger with APF,  pursuant to which the Partnership  would be merged with and
into a subsidiary of APF.  Under the  Agreement  and Plan of Merger,  APF was to
issue shares of its common stock as  consideration  for the Merger.  On March 1,
2000, the General  Partners and APF announced  that they had mutually  agreed to
terminate  the  Agreement  and Plan of Merger.  The  agreement to terminate  the
Agreement and Plan of Merger was based, in large part, on the General  Partners'
concern that,  in light of market  conditions  relating to publicly  traded real
estate  investment  trusts,  the value of the transaction  had diminished.  As a
result of such  diminishment,  the General  Partners'  ability to  unequivocally
recommend voting for the transaction, in the exercise of their fiduciary duties,
had become questionable.


Item 7a. Quantitative and Qualitative Disclosures About Market Risk

         Not applicable.


Item 8.  Financial Statements and Supplementary Data


<PAGE>




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

                                    CONTENTS



<TABLE>
<CAPTION>
<S><C>


                                                                                                            Page

Report of Independent Certified Public Accountants                                                           18

Financial Statements:

     Balance Sheets                                                                                          19

     Statements of Income                                                                                    20

     Statements of Partners' Capital                                                                         21

     Statements of Cash Flows                                                                             22-23

     Notes to Financial Statements                                                                        24-40


</TABLE>



<PAGE>








               Report of Independent Certified Public Accountants



To the Partners
CNL Income Fund XV, Ltd.



In our opinion,  the financial  statements  listed in the index  appearing under
item 14(a)(1) present fairly, in all material  respects,  the financial position
of CNL Income Fund XV, Ltd. (a Florida limited partnership) at December 31, 2000
and 1999,  and the results of its  operations and its cash flows for each of the
three years in the period ended December 31, 2000 in conformity  with accounting
principles  generally accepted in the United States of America. In addition,  in
our opinion,  the financial  statement  schedules  listed in the index appearing
under item 14(a)(2) presents fairly, in all material  respects,  the information
set  forth  therein  when  read  in  conjunction  with  the  related   financial
statements. These financial statements and financial statement schedules are the
responsibility of the Partnership's management; our responsibility is to express
an opinion on these financial statements and financial statement schedules based
on our audits.  We conducted our audits of these  statements in accordance  with
auditing  standards  generally  accepted in the United States of America,  which
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,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.



/s/ PricewaterhouseCoopers LLP

Orlando, Florida
February 2, 2001

<PAGE>


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

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
<S><C>

                                                                                    December 31,
                                                                           2000                        1999
                                                                 --------------------------   -----------------------
                             ASSETS

Land and buildings on operating leases, less accumulated
     depreciation and allowance for loss on assets
                                                                           $    22,719,190            $   23,263,676
Net Investment in direct financing leases, less                                  6,105,701                 6,236,233
     allowance for impairment in carrying value
Investment in joint ventures                                                     3,307,718                 3,095,152
Cash and cash equivalents                                                        1,257,447                 1,660,363
Certificate of deposit                                                             103,500                        --
Receivables, less allowance for doubtful accounts of  $37,881
     and $13,085, respectively                                                      75,750                    97,068
Due from related parties                                                            33,878                        --
Prepaid expenses                                                                    27,511                    14,988
Lease costs, less accumulated amortization of $3,426 and $1,479,                    17,813                    19,760
     respectively
Accrued rental income, less allowance for doubtful accounts of                   1,834,819                 1,686,740
     $25,626 in 2000
                                                                 --------------------------   -----------------------

                                                                           $    35,483,327            $   36,073,980
                                                                 ==========================   =======================

         LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                                             $      37,111              $    122,999
Accrued and escrowed real estate taxes payable
                                                                                    30,406                    28,352
Distributions payable                                                              800,000                   800,000
Due to related parties                                                              21,224                    60,991
Rents paid in advance and deposits                                                 134,296                    25,763
                                                                 --------------------------   -----------------------
        Total liabilities                                                        1,023,037                 1,038,105


Partners' capital                                                               34,460,290                35,035,875
                                                                 --------------------------   -----------------------

                                                                           $    35,483,327             $  36,073,980
                                                                 ==========================   =======================
See accompanying notes to financial statements.
</TABLE>


<PAGE>


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

                              STATEMENTS OF INCOME

<TABLE>
<CAPTION>
<S><C>
                                                                              Year Ended December 31,
                                                                   2000                 1999                 1998
                                                             ------------------   -----------------    -----------------
                                                                                  -----------------    -----------------
Revenues
    Rental income from operating leases                          $   2,642,380       $   2,384,318        $   2,443,550
    Adjustments to accrued rental income                               (25,626)          (175,098)             (250,631)
    Earned income from direct financing leases                         645,831             821,972              937,286
    Contingent rental income                                            28,165              40,959               41,463
    Interest and other income                                           95,923              41,969               62,819
                                                                                  -----------------    -----------------
                                                             ------------------   -----------------    -----------------
                                                                     3,386,673           3,114,120            3,234,487
                                                             ------------------   -----------------    -----------------
                                                                                  -----------------    -----------------
Expenses:
    General operating and administrative                               162,307             158,505              137,794
    Professional services                                               31,317              53,840               26,208
    Management fees to related parties                                  35,870              33,430               33,990
    Real estate taxes                                                       --              29,381               16,797
    State and other taxes                                               35,676              32,585               27,763
    Depreciation and amortization                                      339,956             300,890              281,888
    Transaction costs                                                   45,089             195,622               23,196
                                                                                  -----------------    -----------------
                                                             ------------------   -----------------    -----------------
                                                                       650,215             804,253              547,636
                                                             ------------------   -----------------    -----------------
                                                                                  -----------------    -----------------

Income Before Equity in Earnings of Joint Ventures, Gain
    (Loss) on Sale of Assets, Provision for Loss on Assets,
    and Lease Termination Income                                     2,736,458           2,309,867            2,686,851

Equity in Earnings of Joint Ventures                                   296,929             259,508              236,553

Gain (Loss) on Sale of Assets                                           38,003            (165,503)                  --

Provision for Loss on Assets                                          (446,975)            (83,897)            (280,907)

Lease Termination Income                                                    --             450,000                   --
                                                             ------------------   -----------------    -----------------
                                                             ------------------   -----------------    -----------------

Net Income                                                       $   2,624,415       $   2,769,975        $   2,642,497
                                                             ==================   =================    =================
                                                                                  =================    =================

Allocation of Net Income:
    General partners                                                 $      --         $    29,159          $    28,218
    Limited partners                                                 2,624,415           2,740,816            2,614,279
                                                             ------------------   -----------------    -----------------
                                                                                  -----------------    -----------------

                                                                 $   2,624,415       $   2,769,975        $   2,642,497
                                                             ==================   =================    =================
                                                                                  =================    =================

Net Income Per Limited Partner Unit                                $      0.66         $      0.69          $      0.65
                                                             ==================   =================    =================
                                                                                  =================    =================

Weighted Average Number of Limited Partner Units Outstanding
                                                                     4,000,000           4,000,000            4,000,000
                                                             ==================   =================    =================
                                                                                  =================    =================

See accompanying notes to financial statements.
</TABLE>


<PAGE>


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

                         STATEMENTS OF PARTNERS' CAPITAL

                  Years Ended December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>
<S><C>

                                                General Partners
                                      --------------------------------------  -
                                                        --------------------  -
                                                             Accumulated
                                        Contributions          Earnings
                                      -------------------  -----------------  -
                                      -------------------  -----------------  -

Balance, December 31, 1997                   $     1,000        $   116,411

    Distributions to limited
       partners ($0.85 per
       limited partner unit)                          --                 --
    Net income                                        --             28,218
                                      -------------------  -----------------  -
                                      -------------------  -----------------  -

Balance, December 31, 1998                         1,000            144,629

    Distributions to limited
       partners ($0.80 per
       limited partner unit)                          --                 --
    Net income                                        --             29,159
                                      -------------------  -----------------  -
                                      -------------------  -----------------  -

Balance, December 31, 1999                         1,000            173,788

    Distributions to limited
       partners ($0.80 per
       limited partner unit)                          --                 --
    Net income                                        --                 --
                                      -------------------  -----------------  -

Balance, December 31, 2000                   $     1,000        $   173,788
                                      ===================  =================  =

                           Limited Partners
-------------------------------------------------------------------------
-------------------------------------------------------------------------
                                         Accumulated       Syndication
 Contributions      Distributions         Earnings            Costs            Total
-----------------  -----------------  ------------------  ---------------  ---------------
-----------------  -----------------  ------------------  ---------------  ---------------

   $  40,000,000      $ (10,565,947)     $ 11,461,939       $ (4,790,000)    $ 36,223,403



              --         (3,400,000)               --                 --       (3,400,000)
              --                 --         2,614,279                 --        2,642,497
-----------------  -----------------  ------------------  ---------------  ---------------
-----------------  -----------------  ------------------  ---------------  ---------------

      40,000,000        (13,965,947)       14,076,218         (4,790,000)      35,465,900



              --         (3,200,000)               --                 --       (3,200,000)
              --                 --         2,740,816                 --        2,769,975
-----------------  -----------------  ------------------  ---------------  ---------------
-----------------  -----------------  ------------------  ---------------  ---------------

      40,000,000        (17,165,947)       16,817,034         (4,790,000)      35,035,875



              --         (3,200,000)               --                 --       (3,200,000)
              --                 --         2,624,415                 --        2,624,415
-----------------  -----------------  ------------------  ---------------  ---------------

   $  40,000,000      $ (20,365,947)     $ 19,441,449       $ (4,790,000)    $ 34,460,290
=================  =================  ==================  ===============  ===============

See accompanying notes to financial statements.
</TABLE>







<PAGE>

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

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
<S><C>
                                                                         Year Ended December 31,
                                                             2000                  1999                 1998
                                                      -------------------   -------------------  --------------------
                                                                            -------------------  --------------------

Increase ( Decrease) in Cash and Cash Equivalents:

Cash Flows from Operating Activities:
    Cash received from tenants                               $ 3,399,282           $ 2,980,513          $  3,143,119
    Distributions from joint ventures                            363,205               264,410               271,075
    Cash paid for expenses                                      (485,468)             (337,268)             (252,042)
    Interest received                                             48,901                35,640                54,576
                                                      -------------------   -------------------  --------------------
                                                      -------------------   -------------------  --------------------
         Net cash provided by operating                                                                    3,216,728
              activities                                       3,325,920             2,943,295
                                                      -------------------   -------------------  --------------------
                                                      -------------------   -------------------  --------------------

Cash Flows from Investing Activities:
    Proceeds from sale of assets                                 562,130               631,304                    --
    Additions to land and buildings on operating
       leases                                                   (749,500)                   --                    --
    Proceeds received from tenant in connection with
       termination of lease                                           --               450,000                    --
    Investment in certificate of deposit                        (100,000)                   --                    --
    Investment in joint ventures                                (241,466)             (357,441)             (216,992)
    Payment of lease costs                                            --               (21,239)                   --
                                                      -------------------   -------------------  --------------------
          Net cash provided by (used in)
              investing activities                              (528,836)              702,624              (216,992)
                                                      -------------------   -------------------  --------------------
                                                      -------------------   -------------------  --------------------

Cash Flows from Financing Activities:
     Distributions to limited partners                        (3,200,000)           (3,200,000)           (3,400,000)
                                                                            -------------------  --------------------
                                                      -------------------   -------------------  --------------------
        Net cash used in financing activities                 (3,200,000)           (3,200,000)           (3,400,000)
                                                      -------------------   -------------------  --------------------
                                                                            -------------------  --------------------

Net Increase (Decrease) in Cash and Cash Equivalents
                                                                (402,916)              445,919              (400,264)

Cash and Cash Equivalents at Beginning of Year
                                                               1,660,363             1,214,444             1,614,708
                                                      -------------------   -------------------  --------------------
                                                                            -------------------  --------------------

Cash and Cash Equivalents at End of Year                     $ 1,257,447           $ 1,660,363          $  1,214,444
                                                      ===================   ===================  ====================

</TABLE>


<PAGE>


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

                       STATEMENT OF CASH FLOWS - CONTINUED
<TABLE>
<CAPTION>
<S><C>

                                                                               Year Ended December 31,
                                                              2000                      1999                     1998
                                                      ----------------------    ---------------------    ---------------------
                                                                                ---------------------    ---------------------

Reconciliation of Net Income to Net Cash Provided
    by Operating Activities

       Net income                                             $   2,624,415             $  2,769,975             $  2,642,497
                                                      ----------------------    ---------------------    ---------------------
                                                                                ---------------------    ---------------------
       Adjustments to  reconcile  net income to net cash  provided by  operating
          activities:

             Depreciation                                           337,382                  298,123                  279,051
             Amortization                                             2,574                    2,767                    2,837
             Equity in earnings of joint ventures,
               net of distributions                                  66,276                    4,902                   34,522
             Loss (Gain)  on sale of asset                          (38,003)                 165,503                       --
             Provision for loss on assets                           446,975                   83,897                  280,907
             Lease termination income                                    --                 (450,000)                      --
             Decrease (increase) in receivables
                                                                     17,818                  (36,753)                 (33,427)
             Increase in due from related parties
                                                                    (33,878)                      --                       --
             Decrease in net investment in direct
               financing leases                                      78,031                   84,867                   85,884
             Increase in prepaid expenses                           (12,523)                  (5,361)                  (1,994)
             Increase in accrued rental income                     (148,079)                (121,726)                (142,233)
             Increase (decrease) in accounts
               payable and accrued expenses                         (83,834)                 134,740                    3,462
             Increase (decrease) in due to related
               parties                                              (39,767)                  39,804                   16,876
             Increase (decrease) in rents paid in
               advance and deposits                                 108,533                  (27,443)                  48,346
                                                      ----------------------    ---------------------    ---------------------
                                                      ----------------------    ---------------------    ---------------------
                Total adjustments                                   701,505                  173,320                  574,231
                                                      ----------------------    ---------------------    ---------------------
                                                                                ---------------------    ---------------------

Net Cash Provided by Operating Activities                     $   3,325,920             $  2,943,295             $  3,216,728
                                                      ======================    =====================    =====================

Supplemental Schedule of Non-Cash
     Financing Activities:

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

</TABLE>

<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2000, 1999 and 1998


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. Borne 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
         generally on a triple-net basis,  whereby the tenant is 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  periodical 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.


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


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.  Whenever a tenant defaults
                  under  the  terms  of its  lease,  or  events  or  changes  in
                  circumstance  indicate  that the  tenant  will not  lease  the
                  property  through the end of the lease term,  the  Partnership
                  either  reserves or reverses  the  cumulative  accrued  rental
                  income balance.

         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.  Although the general  partners have made
         their best estimate of these factors based on current conditions, it is
         reasonably  possible  that  changes  could occur in the near term which
         could adversely affect the general  partners' best estimate of net cash
         flows  expected to be generated  from its  properties  and the need for
         asset impairment write downs.

         When the  collection  of amounts  recorded as rental or other income is
         considered  to be  doubtful,  an  adjustment  is made to  increase  the
         allowance for doubtful accounts,  which is netted against  receivables,
         and to decrease rental or other income or increase bad debt expense for
         the  current  period,  although  the  Partnership  continues  to pursue
         collection of such amounts.  If amounts are subsequently  determined to
         be  uncollectible,  the  corresponding  receivable  and  allowance  for
         doubtful accounts are decreased accordingly.

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


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


1.       Significant Accounting Policies - Continued:
----------------------------------------------------

         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.

         Lease Costs - Brokerage fees  associated  with  negotiating a new lease
         are  amortized  over the term of the new lease using the  straight-line
         method.

         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.


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


1.       Significant Accounting Policies - Continued:
         -------------------------------------------

         Reclassification   -  Certain  items  in  the  prior  years'  financial
         statements  have been  reclassified  to conform  to 2000  presentation.
         These  reclassifications  had no effect  on  partners'  capital  or net
         income.

         Staff Accounting Bulleting No. 101 ("SAB 101")

         In December 1999, the Securities and Exchange  Commission  released SAB
         101,  which  provides the staff's view in applying  generally  accepted
         accounting  principles to selected revenue  recognition issues. SAB 101
         requires the  Partnership to defer  recognition  of certain  percentage
         rental income until certain defined thresholds are met. The Partnership
         adopted SAB 101 beginning  January 1, 2000.  Implementation  of SAB 101
         did  not  have  a  material  impact  on  the  partnership's  result  of
         operations.

         Statement  of  Financial  Accounting  Standards  No 133 ("FAS 133") and
         Statement of Financial Accounting Standards No. 137 ("FAS 137")


         In June 1998, the Financial Accounting Standards Board issued Statement
         of Financial  Accounting  Standards No. 133, "Accounting for Derivative
         Instruments  and  Hedging   Activities."   The  Statement   establishes
         accounting  and  reporting   standards  for   derivative   instruments,
         including certain derivative  instruments,  embedded in other contracts
         (collectively referred to as derivatives),  and for hedging activities.
         The Statement  requires that an entity  recognize  all  derivatives  as
         either  assets or  liabilities  in the balance  sheet and measure those
         instruments  at fair  value.  In June 1999,  the  Financial  Accounting
         Standards Board issued Statement of Financial  Accounting Standards No.
         137,    "Accounting    for   Derivative    Instruments    and   Hedging
         Activities-Deferral of the Effective Date of FASB Statement No. 133, an
         Amendment of FASB  Statement  No. 133." FAS 137 deferred the  effective
         date of FAS 133 for one year. FAS 133, as amended, is now effective for
         all fiscal  quarters of all fiscal years beginning after June 15, 2000.
         The  partnership  has reviewed both  statements and has determined that
         both FAS 133 and FAS 137 do not apply to the Partnership as of December
         31, 2000.

2.       Leases:
---------------

         The  Partnership  leases its land or land and buildings 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 some leases classified
         as direct financing leases, the

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998

2.       Leases-Continued:
         ----------------

         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.  The majority of the leases are for 15 to
         20 years and provide for minimum and contingent  rentals.  In addition,
         the tenant  generally  pays all property taxes and  assessments,  fully
         maintains  the  interior  and  exterior  of the  building  and  carries
         insurance  coverage for public  liability,  property  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:

<TABLE>
<CAPTION>
<S><C>
                                                                   2000                          1999
                                                        ------------------------        -----------------------
                                                                                        -----------------------

                Land                                              $  14,925,838                  $   15,200,352
                Buildings                                             9,955,370                       9,606,254
                                                         -----------------------        ------------------------
                                                                                        ------------------------
                                                                     24,881,208                      24,806,606
                Less accumulated depreciation                        (1,659,134)                     (1,345,651)
                                                         -----------------------        ------------------------
                                                                                        ------------------------
                                                                     23,222,074                      23,460,955
                Less allowance for loss on land and
                  buildings                                            (502,884)                       (197,279)
                                                         -----------------------        ------------------------


                                                                    $  22,719,190                 $   23,263,676
                                                         ========================        =======================

</TABLE>


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


3.       Land and Buildings on Operating Leases - Continued

         During the year ended December 31, 1998, the Partnership established an
         allowance  for loss on  assets  of  $280,907  for  financial  reporting
         purposes  relating to the  properties in Lancaster,  South Carolina and
         Lexington,   North  Carolina,  two  of  the  four  Long  John  Silver's
         properties for which the leases were rejected by the tenant as a result
         of  the  tenant  filing  for  bankruptcy.   The  loss  represented  the
         difference between the carrying value of the properties at December 31,
         1998 and the estimated net realizable value for the properties.  During
         the year  ended  December  31,  1999,  the  Partnership's  property  in
         Lancaster,   South  Carolina  was  re-leased  to  a  new  operator.  In
         accordance  with  Statement of Financial  Accounting  Standards No. 13,
         "Accounting for Leases," the Partnership classified the land portion of
         this  property as an  operating  lease and  reclassified  the  building
         portion of this property from an operating  lease to net  investment in
         direct  financing  lease at the lower of original  cost,  present  fair
         value,  or present  carrying value. No loss on termination of operating
         lease was recorded for  financial  reporting  purposes (See Note 4). In
         addition, during 1999, the Partnership increased the allowance for loss
         on assets by $83,897 for the property in Lexington, North Carolina. The
         allowance  represented the difference between the carrying value of the
         property at December 31, 1999 and the net sales  proceeds from the sale
         of the  property  to an  unrelated  third  party in January  2000.  The
         Partnership  sold this  property  for  $599,500  and received net sales
         proceeds of  $562,130.  No gain of loss was  recorded  during 2000 as a
         result of the sale.

         In October  1999,  the lease  relating to the  property  in  Lexington,
         Kentucky,  was  amended  to allow for rent  reductions.  In  connection
         therewith,  the Partnership  reclassified  the building  portion of the
         lease from net  investment  in direct  financing  lease to an operating
         lease. In accordance with Statement of Financial  Accounting  Standards
         No.  13,   "Accounting  for  Leases,"  the  Partnership   recorded  the
         reclassified  Property  at the lower of  original  cost,  present  fair
         value, or present carrying amount.  No loss on termination of operating
         lease was recorded for financial reporting purposes.

         In November 1999, the Partnership sold its property in Gastonia,  North
         Carolina, to a third party for $672,630 and received net sales proceeds
         of $631,304,  resulting in a loss of $165,503 for  financial  reporting
         purposes. In December 1999, the Partnership reinvested a portion of the
         net sales proceeds in Duluth Joint Venture (See Note 5).

         In December  1999,  the  Partnership  re-leased the property in Mentor,
         Ohio  to  a  new  tenant  to  operate  the  property  as  a  Bennigan's
         restaurant.  In connection  with the original  lease,  the  Partnership
         received $450,000 as a lease termination fee in consideration of the

<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


3.       Land and Buildings on Operating Leases - Continued

         Partnership  releasing the former tenant from its obligation  under the
         terms of the original  lease.  In  connection  with the new lease,  the
         Partnership  agreed to pay $749,500 in renovation  costs,  all of which
         had been incurred and paid as of December 31, 2000.

         During 2000,  the  Partnership  established  an  allowance  for loss on
         assets of $394,474 for  financial  reporting  purposes  relating to the
         property in Medina,  Ohio. The loss represented the difference  between
         the  carrying  value  of the  property  at  December  31,  2000 and the
         estimated net realizable value for the property.

         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, 2000,  1999, and 1998, the Partnership
         recognized  $148,080  (net of $25,626 in  reserves),  $121,726  (net of
         $175,098 in  reversals),  and $142,233 (net of $250,631 in  reversals),
         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, 2000:

                         2001                                     $  2,439,097
                         2002                                        2,470,310
                         2003                                        2,486,225
                         2004                                        2,556,309
                         2005                                        2,701,692
                         Thereafter                                 21,598,021
                                                          ---------------------
                                                          ---------------------

                                                                 $  34,251,654
                                                          =====================

         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.


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


4.       Net Investment in Direct Financing Leases:
--------------------------------------------------

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

                                            2000                    1999
                                     -----------------   ---------------------
                                                         ---------------------

Minimum lease payments receivable
                                        $  10,760,255          $  11,502,994
Estimated residual values                   2,168,477              2,168,477
Less unearned income                       (6,770,530)            (7,435,238 )
Less allowance for impair-ment in
    carrying value                            (52,501)                    --
                                     -----------------   ---------------------

Net investment in direct financing
    leases                               $  6,105,701          $   6,236,233
                                     =================   =====================

         The  following  is a schedule of future  minimum  lease  payments to be
         received on direct financing leases at December 31, 2000:

                     2001                               $    748,225
                     2002                                    770,582
                     2003                                    775,937
                     2004                                    775,937
                     2005                                    779,642
                     Thereafter                            6,909,932
                                              -----------------------
                                              -----------------------

                                                      $   10,760,255
                                              =======================

         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)

         During the year ended December 31, 1998,  four of the eight leases with
         Long John  Silver's,  Inc. were rejected in connection  with the tenant
         filing for bankruptcy.  As a result, the Partnership reclassified these
         properties from net investment in direct  financing  leases to land and
         buildings on operating  leases.  In  accordance  with the  Statement of
         Financial  Accounting  Standards No. 13,  "Accounting  for Leases," the
         Partnership  recorded  the  reclassified  properties  at the  lower  of
         original cost, present fair value, or

<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


4.       Net Investment in Direct Financing Leases - Continued:
         -----------------------------------------------------

         present  carrying  amount.  No  losses  on the  termination  of  direct
         financing  leases were recorded for financial  reporting  purposes.  In
         November 1999, the Partnership  sold the property  located in Gastonia,
         North  Carolina  (see Note 3) and  re-leased  the  property  located in
         Lancaster, South Carolina. As a result of the re-lease, the Partnership
         reclassified  the building portion on operating lease to net investment
         in direct financing leases (see Note 3). In addition,  in January 2000,
         the Partnership sold the property located in Lexington,  North Carolina
         (See Note 3).

         During 2000, the Partnership established an allowance for impairment in
         carrying   value  in  the  amount  of  $52,501  for  its   property  in
         Bartlesville,   Oklahoma.  The  allowance  represented  the  difference
         between  the  carrying  value  of the  net  investment  in  the  direct
         financing  lease  and  the  estimated  net  realizable   value  of  the
         investment in the direct financing lease at December 31, 2000.

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 January 1997,  Wood-Ridge Real Estate Joint
         Venture reinvested  $502,598 of the net sales proceeds from the sale of
         two  properties  during 1996 in one property.  As of December 31, 1998,
         the Partnership had received  approximately  $52,000,  representing its
         prorata share of the uninvested net sales proceeds.

         The  Partnership  also  has a 16  percent  interest  in a  Property  in
         Clinton,  North Carolina,  with affiliates of the Partnership that have
         the same general partners, as tenants-in common.

         In June  1998,  the  Partnership  acquired a  property  in Fort  Myers,
         Florida,  with CNL Income Fund VI, Ltd., a Florida limited  partnership
         and  affiliate  of  the  general  partners  as  tenants-in-common.   In
         connection therewith,  the Partnership contributed an amount to acquire
         a 15 percent  interest in such property.  The Partnership  accounts for
         its  investment  using the equity  method since it shares  control with
         affiliates.

         In  December  1999,  the  Partnership  entered  into  a  joint  venture
         arrangement,  Duluth Joint  Venture,  with CNL Income Fund V, Ltd., CNL
         Income Fund VII, Ltd., and CNL Income

<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


5.       Investment in Joint Ventures - Continued:
         ----------------------------------------

         Fund XIV, Ltd., each of which is a Florida  limited  partnership and an
         affiliate of the general partners, to construct and hold one restaurant
         property. The Partnership contributed $252,591 and $357,441 during 2000
         and 1999, respectively, to Duluth Joint Venture to pay for construction
         costs. In October 2000, the Partnership sold its 33 percent interest to
         CNL Income Fund VII,  Ltd. for $610,032  resulting in a gain of $38,003
         for financial reporting purposes.

         In June 2000,  the  Partnership  reinvested  $598,907  of the net sales
         proceeds from the sale of its property in Lexington,  North Carolina in
         a joint venture  arrangement,  TGIF Pittsburgh Joint Venture,  with CNL
         Income Fund VII,  Ltd.,  CNL Income Fund XVI, Ltd., and CNL Income Fund
         XVIII,  Ltd.,  each of which is a Florida  limited  partnership  and an
         affiliate of the general partners,  to purchase and hold one restaurant
         property.  The Partnership accounts for its investment using the equity
         method  since it shares  control  with  affiliates.  As of December 31,
         2000, the Partnership owned a 23.62% interest in the profits and losses
         of the joint venture.

         Wood-Ridge Real Estate Joint Venture owns and leases six properties and
         TGIF Pittsburgh Joint Venture owns and leases one property to operators
         of national fast food or family-style restaurants.  The Partnership and
         affiliates,  as  tenants-in-common  in two  separate  tenancy-in-common
         arrangements,  each  own and  lease  one  property  to an  operator  of
         national fast food or family-style restaurants.


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


5.       Investment in Joint Ventures - Continued:
         ----------------------------------------

         The following presents the combined,  condensed  financial  information
         for  all  of  the  Partnership's  investments  in  joint  ventures  and
         properties held as tenants-in-common at December 31:

<TABLE>
<CAPTION>
<S><C>
                                                                 2000                    1999
             -------------------------------------------------------------------------   ----------------------
                                                                ----------------------   ----------------------

             ----------------------------------------------------
             ----------------------------------------------------
             Land and buildings on operating leases, less
                  accumulated depreciation                               $  8,336,028            $   7,029,635
             ----------------------------------------------------
             Net investment in direct financing lease                         805,673                  816,789
             ----------------------------------------------------
             Cash                                                             107,284                   31,017
             ----------------------------------------------------
             Prepaid expenses                                                     684                    1,458
             ----------------------------------------------------
             Receivables                                                        6,531                   28,700
             ----------------------------------------------------
             Lease costs, less accumulated amortization                        16,767                   19,279
             ----------------------------------------------------
             Accrued rental income                                            251,902                  178,331
             ----------------------------------------------------
             Liabilities                                                       44,218                   30,024
             ----------------------------------------------------
             Partners' capital                                              9,480,651                8,075,185
             ----------------------------------------------------
             Revenues                                                         984,548                  817,713
             ----------------------------------------------------
             Net income                                                       815,718                  677,126

</TABLE>


         The Partnership  recognized income totalling  $296,929,  $259,508,  and
         $236,553  for the  years  ended  December  31,  2000,  1999,  and 1998,
         respectively, from these entities.

6.       Allocations and Distributions:
         -----------------------------

         From inception through December 31, 1999, generally, all net income and
         net losses of the Partnership, excluding gains and losses from the sale
         of properties,  were  allocated 99 percent to the limited  partners and
         one percent to the general  partners.  From inception  through December
         31,  1999,  generally,  distributions  of net cash  flow  were  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 was  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").


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


6.       Allocations and Distributions - Continued:
         -----------------------------------------

         From inception through December 31, 1999, generally, net sales proceeds
         from the sales of properties not in  liquidation of the  Partnership to
         the extent distributed,  were 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  then  received,   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 were distributed 95 percent
         to the limited partners and five percent to the general  partners.  Any
         gain from a sale of a property not in liquidation  of the  Partnership,
         was in general,  allocated in the same manner as net sales proceeds are
         distributable.  Any loss from the sale of a property  was,  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.

         Generally, net sales proceeds from a sale of properties, in liquidation
         of the Partnership  will be used in the following  order:  (i) first to
         pay and discharge all of the  Partnership's  liabilities  to creditors,
         (ii) second, to establish reserves that may be deemed necessary for any
         anticipated or unforeseen liabilities or obligation of the Partnership,
         (iii), third, to pay all of the Partnership's  liabilities,  if any, to
         the general and limited partners, (iv) fourth, after allocations of net
         income,  gains and/or  losses,  to the partners with  positive  capital
         account  balances,  in  proportion  to  such  balances,  up to  amounts
         sufficient  to  reduce  such  positive   balances  to  zero,   and  (v)
         thereafter, any funds remaining shall then be distributed 95 percent to
         the limited partners and five percent to the general partners.

         Effective  January 1, 2000, the general  partners waived their right to
         receive  future  distributions  from the  Partnership,  including  both
         distributions  of operating cash flow and  distributions of liquidation
         proceeds,   to  the  extent   that  the   cumulative   amount  of  such
         distributions would exceed the balance in the general partners' capital
         account as of December  31,  1999.  Accordingly,  for years  commencing
         January  1,  2000 and  after,  the  Partnership's  net  income  will be
         allocated entirely among the limited partners.  However,  if losses are
         allocated to the general  partners in a year, an amount of income equal
         to the sum of such losses may be allocated  to the general  partners in
         succeeding years. Accordingly,  the general partners were not allocated
         any net income and did not  receive any  distributions  during the year
         ended December 31, 2000.

         The  Partnership  declared  distributions  to the  limited  partners of
         $3,200,000,  during  the years  ended  December  31,  2000 and 1999 and
         $3,400,000  during the year ended  December 31, 1998. No  distributions
         have been made to the general partners to date.


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


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>
<S><C>
                                                                   2000               1999              1998
                                                              ----------------   ----------------   -------------
                                                                                 ----------------   -------------

           Net income for financial reporting purposes           $  2,624,415        $ 2,769,975      $2,642,497

           Depreciation for tax reporting purposes in
                excess of depreciation for financial                  (60,009)          (106,014)       (126,518)
                reporting purposes

           Direct financing leases recorded as operating
                leases for tax reporting purposes                      78,031             84,868          85,884

           Allowance for loss on assets                               446,975             83,897         280,907

           Equity in earning of joint  ventures  for tax  reporting  purposes in
                excess of (less than) equity in earnings of joint ventures for
                financial reporting purposes                           34,119            (49,720)         33,872

           Accrued rental income                                     (148,079)          (121,726)       (142,233)

           Rents paid in advance                                      108,533            (42,427)         48,346

           Capitalization (deduction) of transaction costs
                for tax reporting purposes                           (218,818)           195,622          23,196

           Allowance for doubtful accounts                             24,796             12,236              --

           Gain/Loss on sale of assets for financial
                reporting purposes in excess of gain/loss
                on sale of assets for tax reporting purposes         (109,474)            20,160              --

           Other                                                        1,327                835           1,686
                                                              ----------------   ----------------   -------------
                                                              ----------------   ----------------   -------------

           Net income for federal income tax purposes            $  2,781,816        $ 2,847,706      $2,847,637
                                                              ================   ================   =============


</TABLE>

<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


8.       Related Party Transactions:
         --------------------------

         One of the individual general partners, James M. Seneff, Jr., is one of
         the principal  shareholders of CNL Holdings,  Inc. The other individual
         general partner, Robert A. Bourne, serves as President and Treasurer of
         CNL Financial  Group,  Inc., a wholly owned subsidiary of CNL Holdings,
         Inc. CNL Fund  Advisors,  Inc.  (the  "Advisor")  was a majority  owned
         subsidiary  of CNL  Financial  Group,  Inc.  until it  merged  with CNL
         American  Properties Fund, Inc. ("APF"),  effective  September 1, 1999.
         The individual general partners are stockholders and directors of APF.

         The Advisor  provides  certain  services  relating to management of the
         Partnership and its properties pursuant to a management  agreement with
         the Partnership. In connection therewith, the Partnership agreed to pay
         the  Advisor  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 Advisor.  All or any portion of the  management fee not taken as to
         any fiscal year shall be deferred  without interest and may be taken in
         such other fiscal year as the Advisor shall determine.  The Partnership
         incurred management fees of $35,870, $33,430, and $33,990 for the years
         ended December 31, 2000, 1999, and 1998, respectively.

         The Advisor is 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 Advisor
         provides 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
         Limited Partners' 8% Return plus their invested capital  contributions.
         No  deferred,  subordinated  real  estate  disposition  fees  have been
         incurred since inception.

         During the years ended  December 31, 2000,  1999, and 1998, the Advisor
         and its  affiliates of the general  partners  provided  accounting  and
         administrative  services  to  the  Partnership  on a  day-to-day  basis
         including  services relating to the proposed and terminated merger. The
         Partnership  incurred $102,104,  $126,857,  and $92,573,  for the years
         ended  December  31,  2000,  1999,  and  1998,  respectively,  for such
         services.

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


8.       Related Party Transactions - Continued:
         --------------------------------------

         The amount due to related parties at December 31, 2000, 1999, and 1998,
         totaled $21,224, $60,991 and $21,187, respectively.

9.       Concentration of Credit Risk:
         ----------------------------

         The  following  schedule  presents  total rental and earned income from
         individual  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 and the properties held as  tenants-in-common  with affiliates
         of the general partners) for each of the years ended December 31:

<TABLE>
<CAPTION>
<S><C>

                                                            2000                    1999                    1998
                                                       ----------------        ---------------         ---------------
                                                                               ---------------         ---------------

          Checkers Drive-In Restaurants, Inc.
                                                             $ 716,761              $ 717,964               $ 719,308
          Golden Corral Corporation                            584,897                598,199                 595,343
          Flagstar Enterprises, Inc. (and
               Quincy's Restaurants, Inc.
               during 1998)                                    536,076                538,930                 632,526
          Jack in the Box Inc. (formerly
               Foodmaker, Inc.)                                417,426                417,559                 417,426
          Long John Silver's, Inc.                                 N/A                    N/A                 510,187

</TABLE>


         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 total rental and earned income
         from joint ventures and the properties held as  tenants-in-common  with
         affiliates  of the  general  partners)  for  each  of the  years  ended
         December 31:

<TABLE>
<CAPTION>
<S><C>

                                                            2000                  1999                  1998
                                                       ----------------      ----------------      ----------------

           Checkers Drive-In Restaurants                     $ 716,761             $ 717,964             $ 719,308
           Golden Corral Family Steakhouse
               Restaurants                                     584,897               598,199               595,343
           Hardee's                                            536,076               538,930               541,527
           Jack in the Box                                     417,426               417,559               417,426
           Long John Silver's                                  392,709               407,021               573,104

</TABLE>


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


9.       Concentration of Credit Risk - Continued:
         ----------------------------------------

         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 lessee or  restaurant
         chain contributing more than ten percent of the Partnership's  revenues
         could significantly impact the results of operations of the Partnership
         if the  Partnership  is not able to re-lease the properties in a timely
         manner.

         The  information   denoted  by  N/A  indicates  that  for  each  period
         presented,  the tenant or group of affiliated tenants did not represent
         more than ten  percent  of the  Partnership's  total  rental and earned
         income.

         In June  1998,  Long  John  Silver's,  Inc.  filed for  bankruptcy  and
         rejected the leases  relating to four of its nine Properties and ceased
         making rental  payments to the Partnership on the rejected  leases.  In
         May 1999,  the  Partnership  entered into a new lease with a new tenant
         for one of the rejected  lease  properties  and in November  1999,  the
         Partnership  sold one  property.  In  addition,  in January  2000,  the
         Partnership sold another rejected lease property.  The Partnership will
         not recognize  any rental and earned  income from the remaining  vacant
         Property  until a new tenant is located or until the  Property  is sold
         and the  proceeds  from  such  sale  are  reinvested  in an  additional
         Property.  The lost  revenues  resulting  from the  remaining  rejected
         lease, as described above,  could have an adverse affect on the results
         of  operations of the  Partnership  if the  Partnership  is not able to
         re-lease this property in a timely  manner.  In August 1999,  Long John
         Silver's, Inc. assumed and affirmed its remaining leases.


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


10.      Selected Quarterly Financial Data:
         ---------------------------------

         The following table presents  selected  unaudited  quarterly  financial
         data for each full  quarter  during they years ended  December 31, 2000
         and 1999:

<TABLE>
<CAPTION>
<S><C>

       2000 Quarter                 First               Second               Third             Fourth              Year
----------------------------    --------------      ----------------     --------------    ---------------    ----------------

Revenues (1)                        $ 907,407             $ 900,002          $ 922,769           $953,424          $3,683,602
Net Income                            670,430               657,198            756,659            540,128           2,624,415
Net income per limited
    partner unit
                                         0.17                  0.16               0.19               0.14                0.66

1999 Quarter                        First               Second               Third             Fourth              Year
----------------------------    --------------      ----------------     --------------    ---------------    ----------------

Revenues (1)                        $ 877,213             $ 875,022          $ 886,683           $734,710          $3,373,628
Net Income                            682,041               519,832            674,510            893,592           2,769,975
Net income per limited
    partner unit
                                        0. 17                  0.13               0.17               0.22                0.69

</TABLE>


         (1)      Revenues  include  equity in  earnings of joint  ventures  and
                  adjustments  to accrued  rental  income  due to three  tenants
                  filing for bankruptcy  and rejecting  four of the  Partnership
                  leases.


<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 Financial Group,  Inc.
and their affiliates, all of which are affiliates of the General Partners.

         James M. Seneff, Jr., age 54. 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
co-venturer in over 100 real estate  ventures.  These ventures have involved the
financing,  acquisition,   construction,  and  leasing  of  restaurants,  office
buildings,  apartment  complexes,  hotels, and other real estate. Mr. Seneff has
served as Director and Chairman of the Board of CNL  American  Properties  Fund,
Inc. ("APF"),  a public,  unlisted real estate investment trust, since 1994. Mr.
Seneff served as Chief  Executive  Officer of APF from 1994 through  August 1999
and has served as Co-Chief  Executive  Officer of APF since  December  2000. Mr.
Seneff served as Chairman of the Board and Chief  Executive  Officer of CNL Fund
Advisors (the "Advisor") until it merged with APF in September 1999, and in June
2000,  was  re-elected  to those  positions  of the  Advisor.  Mr.  Seneff  is a
principal stockholder of CNL Holdings, Inc., the parent company of CNL Financial
Group, Inc. (formerly CNL Group,  Inc.), a diversified real estate company,  and
has served as a director,  Chairman of the Board and Chief Executive  Officer of
CNL Financial Group, Inc. since its formation in 1980. CNL Financial Group, Inc.
is the parent company,  either directly or indirectly through  subsidiaries,  of
CNL Real Estate  Services,  Inc.,  CNL Capital  Markets,  Inc.,  CNL  Investment
Company and CNL Securities Corp. Mr. Seneff also serves as a Director,  Chairman
of the Board and Chief Executive Officer of CNL Hospitality Properties,  Inc., a
public,  unlisted  real estate  investment  trust,  as well as, CNL  Hospitality
Corp., its advisor. In addition, he serves as a Director,  Chairman of the Board
and Chief  Executive  Officer  of CNL  Retirement  Properties,  Inc.,  a public,
unlisted real estate  investment  trust and its advisor,  CNL  Retirement  Corp.
Since 1992, Mr. Seneff has also served as a Director,  Chairman of the Board and
Chief  Executive  Officer of Commercial  Net Lease  Realty,  Inc., a public real
estate  investment  trust  that is listed on the New York  Stock  Exchange.  Mr.
Seneff has also served as a Director,  Chairman of the Board and Chief Executive
Officer of CNL Securities Corp.  since 1979; CNL Investment  Company since 1990;
and CNL  Institutional  Advisors,  Inc.,  a  registered  investment  advisor for
pension  plans,  since 1990. Mr. Seneff  formerly  served as a Director of First
Union National Bank of Florida,  N.A.,  and currently  serves as the Chairman of
the  Board of CNL Bank.  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. Mr. Seneff received his degree in Business Administration from
Florida State University in 1968.

         Robert A.  Bourne,  age 53. Mr.  Bourne has  participated  as a general
partner  or  co-venturer  in over  100  real  estate  ventures  involved  in the
financing,  acquisition,   construction,  and  leasing  of  restaurants,  office
buildings,  apartment  complexes,  hotels,  and other real estate. Mr. Bourne is
Director and Vice  Chairman of the Board of Directors of APF. Mr.  Bourne served
as President of APF from 1994 through February 1999. He also served as Treasurer
from February 1999 through August 1999 and from May 1994 through  December 1994.
He also served in various  executive  positions  with the  Advisor  prior to its
merger with APF  including,  President  from 1994 through  September  1997,  and
Director  from 1994 through  August 1999.  Mr.  Bourne  serves as President  and
Treasurer of CNL Financial Group,  Inc.  (formerly CNL Group,  Inc.);  Director,
Vice Chairman of the Board and President of CNL Hospitality Properties,  Inc., a
public,  unlisted  real  estate  investment  trust;  as well  as,  Director  and
President of CNL Hospitality Corp., its advisor. In addition,  Mr. Bourne serves
as Director and President of CNL Retirement Properties, Inc., a public, unlisted
real  estate  investment  trust;  as well as, a Director  and  President  of its
advisor,  CNL Retirement Corp. Mr. Bourne also serves as a Director of CNL Bank.
He has  served as a  Director  since  1992,  Vice  Chairman  of the Board  since
February  1996,  Secretary  and Treasurer  from February 1996 through 1997,  and
President from July 1992 through  February 1996, of Commercial Net Lease Realty,
Inc.,  a public  real  estate  investment  trust  listed  on the New York  Stock
Exchange.  Mr.  Bourne also serves as  Director,  President  and  Treasurer  for
various  affiliates of CNL  Financial  Group,  Inc.  including,  CNL  Investment
Company, CNL Securities Corp. and CNL Institutional Advisors, Inc., a registered
investment advisor for pension plans. Mr. Bourne began his career as a certified
public accountant  employed by Coopers & Lybrand,  Certified Public Accountants,
from 1971 through  1978,  where he attained the position of Tax Manager in 1975.
Mr. Bourne  graduated from Florida State  University in 1970 where he received a
B.A. in Accounting, with honors.

         Curtis B.  McWilliams,  age 45. Mr.  McWilliams  has served as Co-Chief
Executive  Officer of APF since  December  2000 and  previously  served as Chief
Executive  Officer from  September  1999  through  December  2000.  Prior to the
acquisition  of the  Advisor,  Mr.  McWilliams  served as  President of APF from
February 1999 until  September 1999. From April 1997 to February 1999, he served
as Executive Vice President of APF. Mr.  McWilliams  joined CNL Financial Group,
Inc.  (formerly CNL Group,  Inc.) in April 1997 and served as an Executive  Vice
President until September 1999. In addition,  Mr. McWilliams served as President
of the  Advisor  and CNL  Financial  Services,  Inc.  from  April 1997 until the
acquisition  of such  entities by APF in September  1999.  From  September  1983
through  March 1997,  Mr.  McWilliams  was  employed by Merrill  Lynch & Co. The
majority  of his career at Merrill  Lynch & Co.  was in the  Investment  Banking
division  where he served as a  Managing  Director.  Mr.  McWilliams  received a
B.S.E. in Chemical Engineering from Princeton University in 1977 and a Master of
Business  Administration  degree  with  a  concentration  in  finance  from  the
University of Chicago in 1983.

         John T. Walker, age 42. Mr. Walker has served as President of APF since
September 1999 and as Chief Operating  Officer since March 1995. Mr. Walker also
served as a board member of CNL Restaurant Property Services, Inc., a subsidiary
of APF from  December  1999  until  December  2000.  Previously,  he  served  as
Executive Vice President of APF from January 1996 to September  1999. Mr. Walker
joined the Advisor in September  1994, as Senior Vice President  responsible for
Research  and  Development.  He  served as the Chief  Operating  Officer  of the
Advisor from April 1995 until  September  1999 and as Executive  Vice  President
from January 1996 until  September  1999,  at which time it merged with APF. Mr.
Walker also served as Executive  Vice President of CNL  Hospitality  Properties,
Inc. and CNL Hospitality Corp.  (formerly CNL Hospitality  Advisors,  Inc.) from
1997 to October 1998. 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 Bachelor of Science degree in Accountancy and
is a certified public accountant.

Steven D.  Shackelford,  age 37. Mr.  Shackelford was promoted to Executive Vice
President and Chief  Financial  Officer of APF in July 2000. He served as Senior
Vice  President  and Chief  Financial  Officer of APF since  January  1997.  Mr.
Shackelford  also served as Secretary and Treasurer of APF since September 1999.
He also served as Chief Financial  Officer of the Advisor from September 1996 to
September  1999.  From  March 1995 to July 1996,  Mr.  Shackelford  was a senior
manager in the national office of Price  Waterhouse LLP 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 was a manager in the
Paris,  France  office  of  Price  Waterhouse,  serving  several  multi-national
clients.  Mr. Shackelford was an audit staff and senior from 1986 to 1992 in the
Orlando, Florida office of Price Waterhouse. Mr. Shackelford received a Bachelor
of  Arts  degree  in  Accounting,   with  honors,   and  a  Master  of  Business
Administration  degree 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 March 15,  2001,  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 March 15, 2001,  the beneficial
ownership interests of the General Partners in the Registrant.
<TABLE>
<CAPTION>
<S><C>


                    Title of Class                           Name of Partner                 Percent of Class
                    --------------                           ---------------                 ----------------

           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.



<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, 2000,  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>
<S><C>
                                                                                            Amount Incurred
         Type of Compensation                                                                 For the Year
            and Recipient                        Method of Computation                  Ended December 31, 2000
   ---------------------------------     --------------------------------------      -------------------------------

   Reimbursement  to affiliates for      Operating  expenses are reimbursed at       Accounting and
   operating expenses                    the  lower of cost or 90  percent  of       administra-tive services:
                                         the   prevailing    rate   at   which       $102,104
                                         comparable  services  could have been
                                         obtained   in  the  same   geographic
                                         area.   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.

   Annual    management    fee   to      One  percent  of  the  sum  of  gross       $35,870
   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
                                         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.



<PAGE>



                                                                                            Amount Incurred
         Type of Compensation                                                                 For the Year
            and Recipient                        Method of Computation                  Ended December 31, 2000
   ---------------------------------     --------------------------------------      -------------------------------

   Deferred,    subordinated   real      A deferred,  subordinated real estate       $-0-
   estate  disposition  fee payable      disposition  fee,  payable  upon sale
   to affiliates                         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,      A deferred,  subordinated share equal       $-0-
   subordinated       share      of      to   one   percent   of   Partnership
   Partnership net cash flow             distributions   of  net  cash   flow,
                                         subordinated to certain minimum
                                         returns to the Limited Partners.

   General   Partners'    deferred,      A deferred,  subordinated share equal       $-0-
   subordinated       share      of      to  five   percent   of   Partnership
   Partnership  net sales  proceeds      distributions   of  such  net   sales
   from  a  sale  or  sales  not in      proceeds,   subordinated  to  certain
   liquidation of the Partnership        minimum   returns   to  the   Limited
                                         Partners.




<PAGE>



                                                                                            Amount Incurred
         Type of Compensation                                                                 For the Year
            And Recipient                        Method of Computation                  Ended December 31, 2000
   ---------------------------------     --------------------------------------      -------------------------------

   General   Partners'   share   of      Distributions  of net sales  proceeds       $-0-
   Partnership  net sales  proceeds      from   a    sale    or    sales    of
   from  a   sale   or   sales   in      substantially      all     of     the
   liquidation of the Partnership        Partnership's    assets    will    be
                                         distributed in the following order
                                         or  priority:  (i) first,  to pay all
                                         debts   and    liabilities   of   the
                                         Partnership    and    to    establish
                                         reserves; (ii) second, to Partners
                                         with positive capital account
                                         balances, determined after the
                                         allocation  of net income,  net loss,
                                         gain and loss,  in proportion to such
                                         balances, up to amounts sufficient
                                         to reduce such balances to zero;  and
                                         (iii) thereafter, 95% to the Limited
                                         Partners   and   5%  to   the   General
                                         Partners.

In addition,  in 2000, the  Partnership  sold its 33 percent  interest in Duluth
Joint  Venture  to CNL  Income  Fund VII,  Ltd.,  an  affiliate  of the  General
Partners,  for  $610,032.  The proceeds  from the sale exceeded the basis of the
interest in this joint  venture  resulting  in a gain of $38,003  for  financial
reporting purposes.

</TABLE>


<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 Certified Public Accountants

                  Balance Sheets at December 31, 2000 and 1999

                  Statements  of Income for the years ended  December  31, 2000,
                  1999, and 1998

                  Statements of Partners'  Capital for the years ended  December
                  31, 2000, 1999, and 1998

                  Statements  of Cash  Flows for the years  ended  December  31,
                  2000, 1999, and 1998

                  Notes to Financial Statements

         2.   Financial Statement Schedule

                  Schedule  III - Real Estate and  Accumulated  Depreciation  at
                  December 31, 2000

                  Notes  to  Schedule   III  -  Real   Estate  and   Accumulated
                  Depreciation at December 31, 2000

                  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 3.2 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,  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.)


<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.)

                  (b)      The  Registrant  filed no  reports on Form 8-K during
                           the period October 1, 2000 through December 31, 2000.


<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 28th day of
March, 2001.


                          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>
<S><C>

                   Signature                                 Title                                   Date



    /s/ Robert A. Bourne                     President,   Treasurer   and  Director             March 28, 2001
    ------------------------------------
    Robert A. Bourne                         (Principal  Financial  and  Accounting
                                             Officer)


    /s/ James M. Seneff, Jr.                 Chief  Executive  Officer and Director             March 28, 2001
    ------------------------------------
    James M. Seneff, Jr.                     (Principal Executive Officer)


</TABLE>






<PAGE>



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

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  Years Ended December 31, 2000, 1999, and 1998

<TABLE>
<CAPTION>
<S><C>

                                                       Additions                           Deductions
                                           ----------------------------------      ----------------------------
                                                                                                          Collected
                                                                                                          or Deter-
                                   Balance at       Charged to       Charged to           Deemed          mined to       Balance
                                    Beginning       Costs and           Other           Uncollec-          be Col-       at End
  Year          Description          of Year         Expenses         Accounts            tible           lectible       of Year
----------    -----------------   --------------  ---------------  ----------------    -------------     ------------  ------------

----------
  1998        Allowance for
                 doubtful
                 accounts (a)            $   --          $    --          $    849 (b)       $   -- (c)       $   --       $   849
----------                        ==============  ===============  ================    =============     ============  ============

----------
  1999        Allowance for
                 doubtful
                 accounts (a)          $    849          $    --         $  13,085 (b)       $   -- (c)      $   849      $ 13,085
----------                        ==============  ===============  ================    =============     ============  ============

----------
  2000        Allowance for
                 doubtful
                 accounts (a)         $  13,085          $    --         $  97,872 (b)       $   -- (c)     $ 47,450      $ 63,507
----------                        ==============  ===============  ================    =============     ============  ============


(a)      deducted from receivables on the balance sheet.

(b)      reduction of rental and other income.

(c)      amounts written off as uncollectible.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S><C>


                                                                                     Costs Capitalized
                                                                                       Subsequent To
                                                                Initial Cost            Acquisition
                                                     --------------------------    ----------------------
                                      Encum-                      Buildings and     Improve-     Carrying
                                      brances          Land        Improvements      ments       Costs
                                     ----------     ------------  ------------    -------------  -------

Properties the Partnership
  has Invested in Under
  Operating Leases:

    Bennigan's Restaurant:
      Mentor, Ohio                       -             $520,556    $1,135,584       $749,500        -

    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             -              -        -

    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              -        -

    Japan Express Restaurants:
      Lancaster, South Carolina (m)      -              221,251             -              -        -

    Long John Silver's Restaurants:
      Medina, Ohio (h)                   -              445,614             -        399,974        -
      Lexington, Kentucky (j)            -              346,854       303,425              -        -
      Jackson, Tennessee                 -              254,023             -              -        -
      Albuquerque, New Mexico            -              210,008       311,622              -        -
      Irving, Texas                      -              454,448             -              -        -
      Neosho, Missouri                   -              171,859             -              -        -

    Wendy's Old Fashioned
      Hamburgers Restaurants:
           Arlington, Virginia           -              592,917       678,893              -        -
                                                    ------------  ------------  -------------  -------

                                                    $14,925,838    $5,892,356     $4,063,014        -
                                                    ============  ============  =============  =======

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

         Boston Market Restaurants:
           Matthews, North Carolina      -              409,942       737,391              -        -
           Raleigh, North Carolina       -              518,507       542,919              -        -


         Golden Corral Family
              Steakhouse Restaurant:
               Paris, Texas              -              303,608       685,064              -        -

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

        Other Restaurants:
           Murfeesboro, Tennessee        -              398,313             -              -        -
           Blaine, Minnesota             -              253,934       531,509              -        -
                                                     ------------  ------------  -------------  -------

                                                      $2,057,700    $2,826,084              -        -
                                                     ============  ============  =============  =======

Property of Joint Venture
    in Which the Partnership
    has a 23.62% Interest
     and has Invested in
    Under an Operating Lease:

         TGI Friday's Restaurant:
           Homestead, Pennsylvania        -           $1,036,297    $1,499,296              -        -
                                                     ============  ============  =============  =======

Property in Which the Partnership has a
    16% 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              -        -
                                                     ============  ============  =============  =======

Property in Which the Partnership has a
    15% Interest as Tenants-in-Common and
    has Invested in Under an Operating Lease:

         Bennigan's Restaurant:
           Ft. Myers, Florida             -             $638,026             -              -        -
                                                     ============  ============  =============  =======










Properties the Partnership has
    Invested in Under Direct
    Financing Leases:

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

         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              -        -

         Japan Express Restaurant:
           Lancaster, South Carolina (k)  -                    -       170,415              -        -

         Long John Silver's Restaurants:
           Jackson, Tennessee             -                    -       459,725              -        -
           Neosho, Missouri               -                    -             -        403,331        -
           Irving, Texas                  -                    -             -        414,009        -

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

                                                        $659,891    $4,447,357     $1,407,487        -
                                                     ============  ============  =============  =======


Property in Which the Partnership has a
    15% Interest as Tenants-in-Common
    and has Invested in Under
     Direct Financing Lease:

         Bennigan's Restaurant:
           Ft. Myers, Florida             -                    -      $831,741              -        -
                                                     ============  ============  =============  =======





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






    $520,556    $1,885,084    $2,405,640     $67,559       1995     10/94          (i)


     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)



     406,989       849,648     1,256,637     177,088        1994     06/94          (b)
     763,892       939,205     1,703,097     189,299        1994     08/94          (b)
     766,891     1,124,687     1,891,578     225,246        1994     09/94          (b)


     209,243            (e)      209,243          (f)       1994     04/94          (f)
     230,268       497,047       727,315     111,461        1993     04/94          (b)
     307,911       593,997       901,908     132,117        1992     04/94          (b)
     216,335            (e)      216,335          (f)       1992     04/94          (f)
     310,511       480,398       790,909     106,894        1993     04/94          (b)


     617,887       406,122     1,024,009      86,982        1988     07/94          (b)
     494,336       566,016     1,060,352     121,228        1988     07/94          (b)
     501,099       272,441       773,540      58,351        1976     07/94          (b)
     426,378       646,811     1,073,189     134,811        1994     09/94          (b)


     221,251            (e)      221,251          (f)       1994     07/94          (f)


     445,614       399,974       845,588      38,048        1994     06/94          (h)
     346,854       303,425       650,279      15,238        1994     06/94          (j)
     254,023            (e)      254,023          (f)       1994     06/94          (f)
     210,008       311,622       521,630      58,041        1976     05/95          (b)
     454,448            (e)      454,448          (f)       1995     07/94          (f)
     171,859            (e)      171,859          (f)       1994     07/94          (f)



     592,917       678,893     1,271,810     136,771        1994     12/94          (b)
-------------  ------------  ------------  ----------

 $14,925,838    $9,955,370   $24,881,208   $1,659,134
=============  ============  ============  ==========








     409,942       737,391     1,147,333     103,964        1994     10/96          (b)
     518,507       542,919     1,061,426      76,546        1994     10/96          (b)




     303,608       685,064       988,672      96,587        1996     10/96          (b)


     173,396       329,201       502,597      43,640        1993     01/97          (b)


     398,313             -       398,313          (d)        -       10/96          (d)
     253,934       531,509       785,443      74,936        1996     10/96          (b)
-------------  ------------  ------------  ----------

  $2,057,700    $2,826,084    $4,883,784    $395,673
=============  ============  ============  ==========








  $1,036,297    $1,499,296    $2,535,593     $29,292        2000     06/00          (b)
=============  ============  ============  ==========








    $138,382      $676,588      $814,970    $111,380        1996     01/96          (b)
=============  ============  ============  ==========







    $638,026            (e)     $638,026          (f)      1982     06/98          (f)
=============  ============  ============















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


          (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     07/94          (f)


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


          (e)           (e)           (e)         (g)      1988     06/94          (g)










           -            (e)           (e)         (f)       1982     06/98          (f)

</TABLE>


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

         NOTES TO SCHEDUE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                December 31, 2000

         (a)     Transactions in real estate and accumulated depreciation during
                 2000, 1999 and 1998 are summarized as follows:

<TABLE>
<CAPTION>
<S><C>

                                                                                        Accumulated
                                                                     Cost               Depreciation
                                                              -------------------    --------------------
                                                              -------------------    --------------------

                 Properties the Partnership has Invested
                    in Under Operating Leases:

                      Balance, December 31, 1997                  $   22,946,739           $     801,601
                      Reclassified from net investment
                         in direct financing lease                     1,588,729                      --
                      Depreciation expense                                    --                 279,051
                                                              -------------------    --------------------
                                                              -------------------    --------------------

                      Balance, December 31, 1998                      24,535,468               1,080,652
                      Dispositions                                      (818,708 )               (33,124 )
                      Reclassified from net investment
                         in direct financing lease                     1,439,009                      --
                      Reclassified to net investment in
                         direct financing lease                         (349,163 )                    --
                      Depreciation expense                                    --                 298,123
                                                              -------------------    --------------------
                                                              -------------------    --------------------

                      Balance, December 31, 1999                      24,806,606               1,345,651
                      Acquisition                                        749,500                      --
                      Dispositions                                      (674,898 )               (23,899 )
                      Depreciation expense                                    --                 337,382
                                                              -------------------    --------------------

                      Balance, December 31, 2000                  $   24,881,208          $    1,659,134
                                                              ===================    ====================

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

                      Balance, December 31, 1997                  $    4,906,644           $     114,171
                      Dispositions                                      (22,860)                      --
                      Depreciation expense                                    --                  93,098
                                                              -------------------    --------------------
                                                              -------------------    --------------------

                      Balance, December 31, 1998                       4,883,784                 207,269
                      Depreciation expense                                    --                  94,202
                                                              -------------------    --------------------
                                                              -------------------

                      Balance, December 31, 1999                       4,883,784                 301,471
                      Depreciation expense                                    --                  94,202
                                                              -------------------    --------------------

                      Balance, December 31, 2000                  $    4,883,784           $     395,673
                                                              ===================    ====================

</TABLE>



<PAGE>


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

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

                                December 31, 2000

<TABLE>
<CAPTION>
<S><C>

                                                                                        Accumulated
                                                                     Cost               Depreciation
                                                              -------------------    -------------------

               Property of Joint Venture in Which the  Partnership  has a 23.62%
                 Interest and has Invested in Under an Operating Lease:

                     Balance, December 31, 1999                        $      --              $      --
                     Acquisition                                       2,535,593                     --
                     Depreciation expense                                     --                 29,292
                                                              -------------------    -------------------

                     Balance, December 31, 2000                    $   2,535,593           $     29,292
                                                              ===================    ===================

               Property   Which  the   Partnership   has  a  16%   Interest   as
                  Tenants-In-Common  and has  Invested  in  Under  an  Operating
                  Lease:

                     Balance, December 31, 1997                     $    814,970           $     43,721
                     Depreciation expense                                     --                 22,553
                                                              -------------------    -------------------
                                                              -------------------    -------------------

                     Balance, December 31, 1998                          814,970                 66,274
                     Depreciation expense                                     --                 22,553
                                                              -------------------    -------------------

                     Balance, December 31, 1999                          814,970                 88,827
                     Depreciation expense                                     --                 22,553
                                                              -------------------    -------------------

                     Balance, December 31, 2000                     $    814,970           $    111,380
                                                              ===================    ===================

               Property  in  Which  the   Partnership  has  a  15%  Interest  as
                  Tenants-In-Common has invested in Under an Operating Lease:

                     Balance, December 31, 1997                        $      --              $      --
                     Acquisition                                         638,026                     --
                     Depreciation expense (f)                                 --                     --
                                                              -------------------    -------------------

                     Balance, December 31, 1998                          638,026                     --
                     Depreciation expense (f)                                 --                     --
                                                              -------------------    -------------------
                                                              -------------------    -------------------

                     Balance, December 31, 1999                          638,026                     --
                     Depreciation expense (f)                                 --                     --
                                                              -------------------    -------------------

                     Balance, December 31, 2000                     $    638,026              $      --
                                                              ===================    ===================

</TABLE>

<PAGE>


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

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

                                December 31, 2000


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

         (c)     As of December 31, 2000,  the aggregate  cost of the Properties
                 owned by the  Partnership and joint ventures for federal income
                 tax purposes was $31,741,716 and $9,312,896,  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.

         (h)     Effective  June 11,  1998,  the  lease  for this  Property  was
                 terminated,  resulting in the  reclassification of the building
                 portion of the lease to an  operating  lease.  The building was
                 recorded at net book value and  depreciated  over its remaining
                 estimated  life  of   approximately  26  years.  For  financial
                 reporting  purposes,  the undepreciated cost of the Property in
                 Medina,  Ohio was written down to its estimated net  realizable
                 value due to an impairment in value. The Partnership recognized
                 the impairments by recording an allowance for loss on assets in
                 the amount of $394,474 in 2000.  The impairment at December 31,
                 2000 represented the difference between the Property's carrying
                 value and the estimated net realizable value of the Property at
                 December 31, 2000.  The cost of the Property  presented on this
                 schedule is the gross  amount at which the Property was carried
                 at December  31,  2000,  excluding  the  allowance  for loss on
                 assets.

         (i)     Effective  December 9, 1999,  the lease for this  property  was
                 terminated  resulting in the  reclassification  of the building
                 portion of the lease to an  operating  lease.  The building was
                 recorded at net book value and  depreciated  over its remaining
                 estimated life of approximately 25 years.

         (j)     Effective  October 1,  1999,  the lease for this  property  was
                 amended,  resulting  in the  reclassification  of the  building
                 portion of the lease to an  operating  lease.  The building was
                 recorded at net book value and  depreciated  over its remaining
                 estimated life of approximately 25 years.


<PAGE>


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

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

                                December 31, 2000


         (k)     Effective  June 11,  1998,  the  lease  for this  Property  was
                 terminated,  resulting in the  reclassification of the building
                 portion of the lease to an  operating  lease.  The building was
                 recorded at net book value and  depreciated  over its remaining
                 estimated  life  of   approximately  26  years.  For  financial
                 reporting  purposes,  the undepreciated cost of the Property in
                 Lancaster, South Carolina was written down to its estimated net
                 realizable value due to an impairment in value. The Partnership
                 recognized  the   impairment   during  1998,  by  recording  an
                 allowance  for loss on assets in the  amount  of  $108,410  and
                 $167,526,   respectively.   The  impairment   represented   the
                 difference  between  the  Property's  carrying  value  and  the
                 estimated net realizable  value of the Property at December 31,
                 1998. In May 1999, the Partnership  re-leased the Property to a
                 new tenant to  operate  the  location  as a Japan  Express.  In
                 connection,  the building portion of the lease was reclassified
                 from an operating lease to a net investment in direct financing
                 lease, based on the net carrying value of the building.





                                    EXHIBITS


<PAGE>



                                  EXHIBIT INDEX


         Exhibit Number

 3.1              Affidavit and Certificate of Limited Partnership of CNL Income
                  Fund  XV,  Ltd.  (Included  as  Exhibit  3.2  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  4.1  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, 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.)