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, 2003

                                       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]

         Indicate by check mark whether the registrant is an  accelerated  filer
(as defined in Exchange Act Rule 12b-2): Yes No 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 value for such Units. Each Unit was originally sold at $10 per Unit.

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None


<PAGE>
                                     PART I


Item 1.  Business

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

         The  Partnership  was organized to acquire both newly  constructed  and
existing  restaurant  properties,  as well as properties upon which  restaurants
were to be  constructed  (the  "Properties"),  which  are  leased  primarily  to
operators of national and regional fast-food and family-style  restaurant chains
(the "Restaurant Chains").  Net proceeds to the Partnership from its offering of
Units,  after  deduction  of  organizational  and  offering  expenses,   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.

         As of December 31, 2000, the Partnership owned 40 Properties  directly,
which  included 14 wholly owned  Properties  consisting of only land,  and owned
nine  Properties   indirectly   through  joint  venture  or  tenancy  in  common
arrangements.  During the year ended December 31, 2001, the Partnership sold its
Property  in  Greer,  South  Carolina  and  accepted  a  promissory  note in the
principal sum of $467,000 which the Partnership collected in its entirety during
2001. In addition,  during 2001, the Partnership sold its Properties in Woodland
Hills and Altadena, California. The Partnership used the net sales proceeds from
the sales of these  Properties,  a portion of the net sales from the sale of the
Property in Greer, South Carolina, and a portion of the amount received from the
promissory  note,  to invest in a Property in Blue  Springs,  Missouri  with CNL
Income Fund XIII,  Ltd., a Florida  limited  partnership and an affiliate of the
General  Partners as  tenants-in-common  and to invest in a Property in Houston,
Texas. In addition,  during 2001, Wood-Ridge Real Estate Joint Venture, in which
the  Partnership  owns a 50% interest,  sold its Property in Paris,  Texas.  The
Partnership  and  the  other  joint  venture  partner  each  received   $400,000
representing  a return  of  capital  from the net  sales  proceeds  and used the
proceeds to invest in a joint venture  arrangement,  CNL VII, XV Columbus  Joint
Venture,  with an  affiliate of the General  Partners to construct  and hold one
Property.  During  2002,  the  Partnership  sold  its  Properties  in  Redlands,
California,  Medina, Ohio, and Stratford, New Jersey and reinvested the majority
of the net sales proceeds from the sale of the Property in Redlands,  California
in a Property in Houston,  Texas. During 2003, the Partnership sold its Property
in  Bartlesville,  Oklahoma  to the  tenant  and used a portion of the net sales
proceeds  to invest in a Property  in Dalton,  Georgia  with CNL Income Fund VI,
Ltd., CNL Income Fund XI, Ltd.,  and CNL Income Fund XVI,  Ltd.,  each a Florida
limited   partnership   and  an   affiliate   of   the   General   Partners   as
tenants-in-common.  In addition, during 2003, the Partnership used the remaining
net sales  proceeds  from the sale of the  Properties  in Redlands,  California,
Medina, Ohio and Stratford, New Jersey, a portion of the net sales proceeds from
the sale of the  Property in  Bartlesville,  Oklahoma and the  remaining  amount
received  from the  promissory  note to invest in a Property in Tucker,  Georgia
with CNL Income Fund X, Ltd.,  CNL Income Fund XIII,  Ltd.,  and CNL Income Fund
XIV, Ltd.,  each a Florida  limited  partnership  and a affiliate of the General
Partners as tenants-in-common.

         As of December 31, 2003, the Partnership owned 35 Properties  directly,
which  included 13 wholly owned  Properties  consisting  of only land,  and held
interests in seven  Properties  owned by joint ventures in which the Partnership
is a co-venturer and five Properties owned with affiliates as tenants-in-common.
Generally,  the  Properties  are leased on a  triple-net  basis with the lessees
responsible  for all repairs and  maintenance,  property  taxes,  insurance  and
utilities.

         The  Partnership  holds  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  consider  factors such as potential  capital
appreciation,  net cash flow and federal income taxes. 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.

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  ventures,  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
2023.  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 $25,200 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 third or sixth 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
successive five-year renewal options subject to the same terms and conditions as
the initial lease.  Lessees of 38 of the  Partnership's  47 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.

         The leases for the 13 wholly owned  Properties  consisting of only land
are  substantially  the same as those  described  above  except  that the leases
relate solely to the land associated  with the Property,  with the tenant owning
the  buildings  currently  on the land and having  the right,  if not in default
under the lease,  to remove the buildings  from the land at the end of the lease
term.

         The leases generally provide that, in the event the Partnership  wishes
to sell the Property subject to that lease, the Partnership must first offer the
lessee the right to purchase the Property on the same terms and conditions,  and
for the same price, as any offer which the Partnership has received for the sale
of the Property.

         During  2003,  the  Partnership  reinvested  a portion of the net sales
proceeds from the sale of its Property in  Bartlesville,  Oklahoma in a Property
in Dalton,  Georgia,  as  tenants-in-common,  with CNL Income Fund VI, Ltd., CNL
Income Fund XI, Ltd., and CNL Income Fund XVI, Ltd. In addition, the Partnership
reinvested  the remaining net sales  proceeds from the sale of its Properties in
Redlands,  California,  Medina, Ohio and Stratford, New Jersey, a portion of the
net sales proceeds from the sale of the Property in  Bartlesville,  Oklahoma and
the remaining  amount  received from a promissory  note in a Property in Tucker,
Georgia,  as  tenants-in-common,  with CNL Income Fund X, Ltd.,  CNL Income Fund
XIII,  Ltd.,  and CNL Income Fund XIV,  Ltd.  Each of the CNL Income  Funds is a
Florida limited partnership and an affiliate of the General Partners.  The lease
terms for these Properties are substantially the same as the Partnership's other
leases, as described above.

         In March 2004,  the  Partnership  entered  into an agreement to provide
temporary  and  partial  rent relief to a tenant who is  experiencing  liquidity
difficulties.  The  Partnership  anticipates  lowering rent over the next twelve
months on the one lease the tenant has with the  Partnership  will  provide  the
necessary  relief to the tenant.  Rental  payment  terms go back to the original
terms  starting  with the  thirteenth  month.  The deferred rent is due in equal
monthly payments beginning January 2005 and continuing for 60 months thereafter.
The General  Partners do not believe that this  temporary  decline in cash flows
will have a material adverse effect on the operating results of the Partnership.



<PAGE>


Major Tenants

         During 2003,  three lessees of the Partnership,  Flagstar  Enterprises,
Inc., Checkers Drive-In Restaurants,  Inc., and Golden Corral Corporation,  each
contributed more than 10% of the Partnership's  total rental revenues (including
the Partnership's  share of total rental revenues from Properties owned by joint
ventures and  Properties  owned with  affiliates  as  tenants-in-common).  As of
December  31,  2003,  Flagstar  Enterprises,  Inc.  was the lessee  under leases
relating to seven  restaurants,  Checkers  Drive-In  Restaurants,  Inc.  was the
lessee under leases relating to 13 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 three lessees
each will continue to contribute more than 10% of the Partnership's total rental
revenues in 2004. In addition, four Restaurant Chains, Hardee's, Checker's, Long
John  Silver's,  and Golden  Corral  Buffet and Grill  ("Golden  Corral"),  each
accounted for more than 10% of the  Partnership's  total rental  revenues during
2003 (including the Partnership's share total of rental revenues from Properties
owned  by   joint   ventures   and   Properties   owned   with   affiliates   as
tenants-in-common). In 2004, it is anticipated that these four Restaurant Chains
each will continue to account for more than 10% of the total rental  revenues to
which the Partnership is entitled under the terms of the leases.  Any failure of
these  lessees or Restaurant  Chains will  materially  affect the  Partnership's
operating results 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% of the total  assets of the
Partnership.

Joint Venture and Tenancy in Common Arrangements

         The  Partnership  has  entered  into the  following  joint  venture and
tenancy in common arrangements as of December 31, 2003:
<TABLE>
<CAPTION>

 <c>
               Entity Name             Year      Ownership               Partners                    Property

      Wood-Ridge Real Estate Joint     1996       50.00%      CNL Income Fund XIV, Ltd.        Murfreesboro, TN
           Venture                                                                             Raleigh, NC
                                                                                               Blaine, MN
                                                                                               Matthews, NC
                                                                                               Anniston, AL

      CNL Income Fund IV, Ltd., CNL    1996       16.00%      CNL Income Fund IV, Ltd.         Clinton, NC
           Income Fund VI, Ltd.,                              CNL Income Fund VI, Ltd.
           CNL Income Fund X, Ltd.                            CNL Income Fund X, Ltd.
           and CNL Income Fund XV,
           Ltd., Tenants in Common

      CNL Income Fund VI, Ltd., and    1998       15.00%      CNL Income Fund VI, Ltd.         Ft Myers, FL
           CNL Income Fund XV,
           Ltd., Tenants in Common

      TGIF Pittsburgh Joint Venture    2000       23.62%      CNL Income Fund VII, Ltd.        Homestead, PA
                                                              CNL Income Fund XVI, Ltd.
                                                              CNL Income Fund XVIII, Ltd.

      CNL Income Fund XIII, Ltd.       2001       59.00%      CNL Income Fund XIII, Ltd.       Blue Springs, MO
           and CNL Income Fund XV,
           Ltd., Tenants in Common

      CNL VII, XV Columbus Joint       2001       31.25%      CNL Income Fund VII, Ltd.        Columbus, GA
           Venture
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

 <c>

               Entity Name             Year      Ownership               Partners                    Property

      CNL Income Fund X, Ltd., CNL     2003       68.00%      CNL Income Fund X, Ltd.          Tucker, GA
           Income Fund XIII, Ltd.,                            CNL Income Fund XIII, Ltd.
           CNL Income Fund XIV,                               CNL Income Fund XIV, Ltd.
           Ltd., and CNL Income
           Fund XV, Ltd., Tenants
           in Common

      CNL Income Fund VI, Ltd., CNL    2003       17.00%      CNL Income Fund VI, Ltd.         Dalton, GA
           Income Fund XI, Ltd.,                              CNL Income Fund XI, Ltd.
           CNL Income Fund XV,                                CNL Income Fund XVI, Ltd.
           Ltd., and CNL Income
           Fund XVI, Ltd., Tenants
           in Common
</TABLE>

         Wood-Ridge  Real Estate Joint Venture holds five  Properties,  however,
all  other  joint  ventures  or  tenancies  in  common  were  formed to hold one
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
Partnership shares management control equally with the affiliates of the General
Partners

         The joint  venture and tenancy in common  arrangements  provide for the
Partnership  and its joint venture or tenancy in common partners to share in all
costs and benefits in proportion to each  partner's  percentage  interest in the
entity or  Property.  The  Partnership  and its  partners  are also  jointly and
severally liable for all debts,  obligations and other  liabilities of the joint
venture or tenancy in common.  Net cash flow from  operations is  distributed to
each  joint  venture  or  tenancy  in  common  partner  in  accordance  with its
respective percentage interest in the entity or Property.

         Each  joint  venture  has an initial  term of 30 years  and,  after the
expiration of the initial term,  continues in existence from year to year unless
terminated  at the option of either joint  venturer 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  and mutual
agreement of the Partnership and its joint venture partner to dissolve the joint
venture.  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.

         The joint  venture  and  tenancy  in common  agreements  restrict  each
party's ability to sell,  transfer or assign its interest without first offering
it for sale to its partner,  either upon such terms and  conditions  as to which
the  parties may agree or, in the event the parties  cannot  agree,  on the same
terms and  conditions  as any offer from a third  party to  purchase  such joint
venture or tenancy in common interest.

         During  2003,  the  Partnership  reinvested  a portion of the net sales
proceeds from the sale of its Property in  Bartlesville,  Oklahoma in a Property
in Dalton,  Georgia,  as  tenants-in-common,  with CNL Income Fund VI, Ltd., CNL
Income Fund XI, Ltd., and CNL Income Fund XVI, Ltd. In addition, the Partnership
reinvested  the remaining net sales  proceeds from the sale of its Properties in
Redlands,  California,  Medina, Ohio and Stratford, New Jersey, a portion of the
net sales proceeds from the sale of the Property in  Bartlesville,  Oklahoma and
the remaining  amount  received from a promissory  note in a Property in Tucker,
Georgia,  as  tenants-in-common,  with CNL Income Fund X, Ltd.,  CNL Income Fund
XIII,  Ltd.,  and CNL Income Fund XIV,  Ltd.  Each of the CNL Income  Funds is a
Florida limited partnership and an affiliate of the General Partners.

         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
the property if the proceeds are reinvested in an additional property.

Certain Management Services

         RAI  Restaurants,  Inc.  (the  "Advisor"),  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, the Advisor 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.  The Advisor also assists the General  Partners in  negotiating  the
leases.  For these  services,  the  Partnership has agreed to pay the Advisor 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.

         During 2003,  CNL Capital  Management,  Inc.,  ("CCM"),  a wholly owned
subsidiary of CNL Financial  Group,  Inc.,  began  providing  certain  strategic
advisory  services  to  the  General  Partners  relative  to  the  Partnership's
business. CCM is not reimbursed for these services by the Partnership.  CCM also
began  providing  some  accounting  and  portfolio  management  services  to the
Partnership during 2003, through a subcontract with the Advisor.

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,  the officers  and  employees of CNL  Restaurant  Properties,  Inc.
(formerly  CNL  American  Properties  Fund,  Inc.),  the  parent  company of the
Advisor,  and the officers and employees of CCM 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, 2003, the Partnership owned 47 Properties. Of the 47
Properties,  35 are  owned by the  Partnership  in fee  simple,  seven are owned
indirectly  through  three  joint  venture   arrangements  and  five  are  owned
indirectly 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.

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,  either  directly or
indirectly, by the Partnership as of December 31, 2003 by state.

          State                                         Number of Properties

          Alabama                                                   1
          Florida                                                  10
          Georgia                                                   7
          Kentucky                                                  1
          Minnesota                                                 1
          Mississippi                                               1
          Missouri                                                  2
          New Mexico                                                1
          North Carolina                                            4
          Ohio                                                      1
          Oklahoma                                                  1
          Pennsylvania                                              3
          South Carolina                                            4
          Tennessee                                                 4
          Texas                                                     5
          Virginia                                                  1
                                                               -------
          TOTAL PROPERTIES                                         47
                                                               =======

         Buildings.  Each of the Properties includes a building that is one of a
Restaurant  Chain's approved designs.  However,  the buildings located on the 13
Checkers  Properties  owned by the  Partnership  are owned by the  tenants.  The
Partnership's  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  2,100 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, 2003, the aggregate  cost of the  Properties  owned,
either directly or indirectly,  by the Partnership and joint ventures (including
the Properties  owned  indirectly  through tenancy in common  arrangements)  for
federal income tax purposes was $27,882,047 and $15,527,623, respectively.



<PAGE>


         The following  table lists the  Properties  owned,  either  directly or
indirectly, by the Partnership as of December 31, 2003 by Restaurant Chain.

               Restaurant Chain                           Number of Properties

                Bennigan's                                           2
                Boston Market                                        2
                Checkers                                            13
                Denny's                                              1
                Golden Corral                                        5
                Hardee's                                             7
                Jack in the Box                                      1
                Japan Express                                        1
                Long John Silver's                                   5
                O' Charley's                                         2
                Sonny's Bar-B-Q                                      1
                TGI Fridays                                          1
                Taco Bell                                            1
                Taco Cabana                                          2
                Wendy's                                              1
                Other                                                2
                                                                -------
                TOTAL PROPERTIES                                    47
                                                                =======

         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
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.

         The  following  is a schedule  of the  average  rent per  Property  and
occupancy rates for the years ended December 31:
<TABLE>
<CAPTION>

 <c>
                                      2003              2002             2001              2000              1999
                                  --------------    -------------    --------------    -------------     -------------
Rental Income (1)(2)                $ 3,653,941     $ 3,669,076       $ 3,528,678      $ 3,555,125        $3,568,289
Properties (2)                               47              46                47               48                50
Average Per Property                     77,743          79,763        $   75,078        $  74,065          $ 71,366
Occupancy Rate                             100%            100%               98%              92%               98%
</TABLE>

(1)      Rental income  includes the  Partnership's  share of rental income from
         the Properties owned indirectly through joint venture  arrangements and
         tenancy in common arrangements.

(2)      Excludes  Properties  which  were  vacant  at  December  31 and did not
         generate rental revenues.



<PAGE>


         The following is a schedule of lease expirations for leases in place as
of December 31, 2003 for the next ten years and thereafter.
<TABLE>
<CAPTION>

 <c>
                                                                          Percentage of
                              Number            Annual Rental             Gross Annual
  Expiration Year           of Leases              Revenues               Rental Income
 ------------------      -----------------    -------------------       ------------------

         2004                          --               $      --                      --
         2005                          --                      --                      --
         2006                          --                      --                      --
         2007                          --                      --                      --
         2008                          --                      --                      --
         2009                           5                 576,568                  16.32%
         2010                          --                      --                      --
         2011                           3                 122,604                   3.47%
         2012                           2                 146,872                   4.15%
         2013                          --                      --                      --
         Thereafter                    36               2,688,240                  76.06%
                         -----------------    --------------------     -------------------
         Total (1)                     46           $   3,534,284                 100.00%
                         =================    ====================     ===================
</TABLE>

         (1) Excludes one Property which was sold in 2004.

         Leases  with Major  Tenants.  The terms of each of the leases  with the
Partnership's  major  tenants as of December  31,  2003 (see Item 1.  Business -
Major  Tenants),  are  substantially  the  same as  those  described  in Item 1.
Business - Leases.

         Flagstar  Enterprises,  Inc.  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  $82,600  (ranging from  approximately
$70,500 to $98,300).

         Checkers  Drive-In  Restaurants,   Inc.  leases  13  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  $49,100  (ranging  from  approximately  $25,200 to $70,700).  The
leases for the 13 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.

         Golden Corral  Corporation leases five Golden Corral  restaurants.  The
initial term of each lease is 15 years (expiring  between 2009 and 2015) and the
average  minimum  base  annual  rent is  approximately  $159,900  (ranging  from
approximately $88,000 to $222,500).


Item 3.  Legal Proceedings

         Neither the Partnership, nor its General Partners, nor any affiliate of
the Partnership, 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.


<PAGE>


                                     PART II


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

(a)      As of March 12,  2004 there were 2,697  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 2003,  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 have the right to prohibit  transfers of Units.  From
inception  through  December 31, 2003,  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 2003 and 2002 other than
pursuant to the Plan, net of commissions.
<TABLE>
<CAPTION>

 <c>
                                               2003 (1)                                  2002 (1)
                                 --------------------------------------    -------------------------------------
                                    High         Low           Average       High         Low          Average
                                 ----------    ---------     ----------    ---------    ---------    -----------
        First Quarter               $15.00        $6.00         $ 9.18        $6.45        $6.00         $ 6.08
        Second Quarter                7.79         6.00           7.27          (2)          (2)            (2)
        Third Quarter                 9.50         6.10           8.91         7.18         5.79           6.43
        Fourth Quarter                9.50         7.12           8.01          (2)          (2)            (2)
</TABLE>

(1)      A total of 36,609 and 16,339 Units were transferred other than pursuant
         to  the  Plan  for  the  years  ended   December  31,  2003  and  2002,
         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 the year ended  December 31, 2003,  the  Partnership  declared cash
distributions of $3,200,000 to the Limited Partners. For the year ended December
31, 2002,  the  Partnership  declared  cash  distributions  of $3,300,000 to the
Limited  Partners  including a special  distribution  of  $100,000  representing
cumulative  excess  operating  reserves.  No amounts  distributed to the Limited
Partners for the years ended  December 31, 2003 and 2002,  are required to be or
have been  treated by the  Partnership  as a return of capital  for  purposes of
calculating   the   Limited   Partners'   return  on  their   adjusted   capital
contributions. No distributions have been made to the General Partners to date.

         As  indicated in the chart below,  distributions  were  declared at the
close of each of the  Partnership's  calendar  quarters.  These amounts  include
monthly  distributions  made in arrears  for the  Limited  Partners  electing to
receive such distributions on this basis.

                  Quarter Ended             2003              2002
              -----------------------   --------------   ---------------

              March 31                      $ 800,000         $ 800,000
              June 30                         800,000           800,000
              September 30                    800,000           800,000
              December 31                     800,000           900,000

         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>

 <c>

Year ended December 31:                      2003             2002           2001             2000             1999
                                       ----------------- --------------- ---------------- --------------- ---------------

Continuing Operations (4):
      Revenues                             $  2,874,892     $ 2,830,904     $ 2,795,517    $  2,990,724     $ 3,308,442
      Equity in earnings of
         unconsolidated joint ventures          452,452         442,344         435,249         296,929         259,508
      Income from continuing
         operations (1)                       2,639,411       2,576,431       2,632,581       2,694,801       2,409,935

Discontinued Operations (4):
      Revenues                                  235,089         327,828         341,569         418,445         430,776
      Income (loss) from and gain
         (loss) on disposal of
         discontinued operations (2)            215,616         457,714           7,620         (70,386)        360,040

Net income                                    2,855,027       3,034,145       2,640,201       2,624,415       2,769,975

Income (loss) per Unit:
      Continuing operations                  $     0.66       $    0.64       $    0.66      $     0.67       $    0.60
      Discontinued operations                      0.05            0.12              --           (0.01)           0.09
                                       ----------------- ---------------- ---------------- -------------- ---------------
                                             $     0.71       $    0.76       $    0.66      $     0.66       $    0.69
                                       ================= ================ ================ =============  ===============


Cash distributions declared (3)            $  3,200,000     $ 3,300,000     $ 3,200,000     $ 3,200,000     $ 3,200,000

Cash distributions declared per
      Unit (3)                                     0.80            0.83            0.80            0.80            0.80

At December 31:
Total assets                              $  34,310,971    $ 34,727,532    $ 34,832,208    $ 34,465,658    $ 36,073,980
Total partners' capital                      33,289,663      33,634,636      33,900,491      34,460,290      35,035,875
</TABLE>

(1)      Income from continuing operations for the years ended December 31, 2001
         and 2000,  includes  $418,754 and $38,003,  respectively,  from gain on
         sale of assets  and for the year  ended  December  31,  1999,  includes
         $165,503  from  loss on sale of  assets.  Income  for the  years  ended
         December   31,  2001  and  1999   includes   $288,684   and   $258,995,
         respectively, from provision for write-down of assets.

(2)      Income  (loss)  from  and  gain  (loss)  on  disposal  of  discontinued
         operations for the year ended December 31, 2002 includes  $304,600 from
         aggregate gains on disposal of discontinued  operations.  Income (loss)
         from and gain  (loss) on disposal of  discontinued  operations  for the
         years  ended  December  31,  2002,  2001  and 2000  includes  $138,222,
         $223,839 and $446,975,  respectively, from provisions for write-down of
         assets.

(3)      Distributions  for the year ended  December 31, 2002 includes a special
         distribution  to the Limited  Partners of  $100,000  which  represented
         cumulative excess operating reserves.

(4)      Certain items in the prior years' financial data have been reclassified
         to conform to 2003 presentation.  These reclassifications had no effect
         on net income.  The results of operations  relating to Properties  that
         were either  identified  for sale and disposed of subsequent to January
         1, 2002 or were classified as held for sale as of December 31, 2003 are
         reported as  discontinued  operations  for all periods  presented.  The
         results of operations  relating to Properties  that were identified for
         sale as of December 31,  2001,  but sold  subsequently  are reported as
         continuing operations.

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


<PAGE>


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

         The  Partnership  was  organized on  September 2, 1993,  to acquire for
cash,  either  directly  or  through  joint  venture  arrangements,  both  newly
constructed  and  existing  restaurant  Properties,  as well as land upon  which
restaurant  Properties  were  to be  constructed,  to  be  leased  primarily  to
operators of Restaurant Chains. The leases are generally triple-net leases, 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   amounts   (payable  in  monthly   installments)   ranging  from
approximately $25,200 to $259,900.  Generally, the leases provide for percentage
rent based on sales in excess of a specified amount. In addition,  a majority of
the leases provide that,  commencing in specified  lease years (ranging from the
third to the sixth lease year), the annual base rent required under the terms of
the lease will increase.

         As of December 31, 2001, the Partnership  owned 38 Properties  directly
and ten  Properties  indirectly  through  joint  venture  or  tenancy  in common
arrangements.  As of December  31, 2002,  the  Partnership  owned 36  Properties
directly and ten  Properties  indirectly  through  joint  venture and tenancy in
common  arrangements.  As  of  December  31,  2003,  the  Partnership  owned  35
Properties  directly  and 12  Properties  indirectly  through  joint  venture or
tenancy in common arrangements.

Capital Resources

         Cash  from  operating   activities  was   $3,238,075,   $3,355,765  and
$3,097,228,  for the years ended December 31, 2003, 2002 and 2001, respectively.
The decrease in cash from  operating  activities  during the year ended December
31, 2003, as compared to 2002,  and the increase  during the year ended December
31,  2002,  as compared  to the  previous  year,  was a result of changes in the
Partnership's  working capital,  such as the timing of transactions  relating to
the collection of receivables and the payment of expenses, and changes in income
and  expenses,  such as changes in rental  revenues and changes in operating and
Property related expenses.

         Other sources and uses of cash included the following  during the years
ended December 31, 2003, 2002 and 2001.

         In April  2001,  the  Partnership  sold its  Property  in Greer,  South
Carolina and received net sales proceeds of $700,000  (consisting of $233,000 in
cash and  $467,000 in the form of a  promissory  note),  resulting  in a loss of
$288,684,  which the  Partnership  had recorded as a provision for write-down of
assets at March 31, 2001. The promissory note,  collateralized  by a mortgage on
the  Property,  bore  interest  at a rate  of 10%  per  annum.  The  Partnership
collected the outstanding  principal and interest  during 2001. In addition,  in
April 2001, the Partnership sold its Property in Woodland Hills, California to a
third  party  and  received  net sales  proceeds  of  approximately  $1,253,700,
resulting in a gain of  approximately  $246,700.  In April 2001, the Partnership
reinvested  the net  sales  proceeds  from  the sale of  these  Properties  in a
Property in Blue Springs,  Missouri,  as tenants-in-common  with CNL Income Fund
XIII, Ltd.,  ("CNL XIII") a Florida limited  partnership and an affiliate of the
General Partners.  The Partnership and CNL XIII, as tenants-in-common,  acquired
this  Property  from CNL BB Corp.,  an  affiliate of the General  Partners.  The
affiliate had purchased and  temporarily  held title to the Property in order to
facilitate the  acquisition of the Property by the  Partnership and CNL XIII, as
tenants-in-common.  The purchase price paid by the  Partnership and CNL XIII, as
tenants-in-common,  represented  the costs  incurred by the affiliate to acquire
and carry the Property. The Partnership contributed approximately $1,269,700 for
a 59%  interest  in the  profits  and losses of the  Property.  The  transaction
relating  to the sale of the  Property  in Woodland  Hills,  California  and the
reinvestment  of the net sales proceeds was structured to qualify as a like-kind
exchange transaction for federal income tax purposes.

         In May  2001,  Wood-Ridge  Real  Estate  Joint  Venture,  in which  the
Partnership owns a 50% interest, sold its Property in Paris, Texas to the tenant
for $800,000,  in accordance with the purchase option under the lease agreement.
The sale resulted in a loss to the joint venture of  approximately  $84,500.  In
connection  with  the  sale,  the  joint  venture  received  $200,000  in  lease
termination  income in consideration  for the joint venture releasing the tenant
from its obligations under the lease. During 2001, the Partnership and the other
joint venture partner each received approximately $400,000 representing a return
of capital from the net sales proceeds.



<PAGE>


         In August 2001, the Partnership  used a portion of the amounts received
as a return of  capital,  as  described  above,  to enter  into a joint  venture
arrangement, CNL VII, XV Columbus Joint Venture, with CNL Income Fund VII, Ltd.,
a  Florida  limited  partnership  and  affiliate  of the  General  Partners,  to
construct  one  restaurant  Property in  Columbus,  Georgia.  During  2001,  the
Partnership contributed  approximately $466,100 to purchase land and pay for its
share of  construction  costs  relating  to the joint  venture  and  contributed
approximately $34,900 during 2002 to complete the construction.  The Partnership
has a 31.25% interest in the profits and losses of the joint venture.

         In  October  2001,  the  Partnership  sold its  Property  in  Altadena,
California  to a third party and  received net sales  proceeds of  approximately
$937,300,  resulting in a gain of approximately  $172,100. In December 2001, the
Partnership  reinvested  the net sales  proceeds  received  from this sale and a
portion of the proceeds from the sale of the Property in Greer,  South  Carolina
in a Property in Houston, Texas. The Partnership acquired this Property from CNL
Funding  2001-A,  LP, a Delaware  limited  partnership  and an  affiliate of the
General Partners. The transaction, or a portion thereof, relating to the sale of
the  Property and the  reinvestment  of the  proceeds,  qualified as a like-kind
exchange transaction for federal income tax purposes.

         During  2002,  the   Partnership   sold  its  Properties  in  Redlands,
California, Medina, Ohio and Stratford, New Jersey to separate third parties and
received  aggregate net sales  proceeds of $2,046,900  resulting in an aggregate
gain on  disposal  of  discontinued  operations  of  $304,600.  The  Property in
Stratford,  New Jersey  consisted of land only. The  Partnership  had recorded a
provision  for  write-down  of assets in the amount of  $394,474  related to the
Property in Medina,  Ohio during 2000 because the tenant of the  Property  filed
for bankruptcy and rejected its lease in 1998.  The  Partnership  reinvested the
proceeds from the sale of the Property in Redlands,  California in a Property in
Houston,  Texas. The Partnership acquired this Property from CNL Funding 2001-A,
LP, a Delaware limited partnership and an affiliate of the General Partners. The
purchase  price paid by the  Partnership  represented  the costs incurred by CNL
Funding 2001-A, LP to acquire and carry the Property.  The transaction  relating
the sale of the  Property  and the  reinvestment  of the net sales  proceeds was
structured to qualify as a like-kind exchange transaction for federal income tax
purposes.  The  Partnership  used  the  proceeds  from  the  sale  of the  other
Properties to invest in additional joint venture Properties.

         In June  2003,  the  Partnership  sold its  Property  in  Bartlesville,
Oklahoma  to a third party and  received  net sales  proceeds  of  approximately
$559,000  resulting in no gain or loss. The Partnership had recorded  provisions
for write-down of assets in previous  years relating to this asset.  In November
2003,  the  Partnership  reinvested  a portion of the  proceeds in a Property in
Dalton,  Georgia with CNL Income Fund VI, Ltd., CNL Income Fund XI, Ltd. and CNL
Income Fund XVI,  Ltd. as tenants in common.  Each of the CNL Income  Funds is a
Florida  limited  partnership  and an  affiliate  of the General  Partners.  The
Partnership and affiliates  entered into an agreement  whereby each  co-venturer
will  share in the  profits  and losses of the  property  in  proportion  to its
applicable percentage interest.  The Partnership  contributed $323,000 for a 17%
interest in the Property.

         In addition,  in November 2003, the  Partnership  used a portion of the
remaining  net sales  proceeds  received from the sale of the Property in Greer,
South Carolina and the Property in Redlands,  California, the net sales proceeds
received  from the sale of the  Property  in Medina,  Ohio and the  Property  in
Stratford,  New Jersey and the remaining net sales proceeds from the sale of the
Property in  Bartlesville,  Oklahoma in a Property in Tucker,  Georgia  with CNL
Income Fund X, Ltd.,  CNL Income Fund XIII,  Ltd., and CNL Income Fund XIV, Ltd.
as  tenants  in  common.  Each of the CNL  Income  Funds  is a  Florida  limited
partnership  and an  affiliate  of the General  Partners.  The  Partnership  and
affiliates  entered into an agreement whereby each co-venturer will share in the
profits and losses of the property in  proportion to its  applicable  percentage
interest.  The  Partnership  contributed  approximately  $1,045,000  for  a  68%
interest in the Property.

         During 2003, the Property in Lexington, Kentucky was destroyed by fire.
The Property is covered by insurance  held by the tenant.  The General  Partners
anticipate that the insurance proceeds will exceed the net carrying value of the
building.

         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 3% 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.

         At December 31, 2003, the Partnership  had $1,446,341  invested in cash
and cash equivalents as compared to $2,317,004 at December 31, 2002. At December
31, 2003,  these funds were held in demand deposit and money market  accounts at
commercial  banks. The decrease in cash and cash equivalents was due to the fact
that the  Partnership  reinvested the net sales proceeds  received from the 2002
sales of the Properties in Medina, Ohio and Stratford,  New Jersey in additional
properties.  As of December 31, 2003, the average interest rate earned on rental
income held in demand deposit and money market accounts at commercial  banks was
less than one percent annually.  The funds remaining at December 31, 2003, after
payment  of  distributions  and  other  liabilities,  will be  used to meet  the
Partnership's working capital needs.

         In December  2003,  the  Partnership  entered into an agreement  with a
third  party to sell its  Property in  Huntsville,  Texas.  In March  2004,  the
Partnership  sold the Property and received net sales proceeds of  approximately
$1,294,800  resulting  in  a  gain  of  approximately  $344,000  which  will  be
recognized in the first quarter of 2004. The General  Partners intend to use the
proceeds received from the sale to invest in additional Properties.

         In March 2004,  the  Partnership  entered  into an agreement to provide
temporary  and  partial  rent relief to a tenant who is  experiencing  liquidity
difficulties.  The  Partnership  anticipates  lowering rent over the next twelve
months on the one lease the tenant has with the  Partnership  will  provide  the
necessary  relief to the tenant.  Rental  payment  terms go back to the original
terms  starting  with the  thirteenth  month.  The deferred rent is due in equal
monthly payments beginning January 2005 and continuing for 60 months thereafter.
The General  Partners do not believe that this  temporary  decline in cash flows
will have a material adverse effect on the operating results of the Partnership.

Short-Term Liquidity

         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.

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

         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.

         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 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  primarily  on current  and  anticipated  future  cash from
operating  activities,  the Partnership  declared  distributions  to the Limited
Partners of  $3,200,000  for each of the years ended  December 31, 2003 and 2001
and  $3,300,000  for  the  year  ended  December  31,  2002.   This   represents
distributions  of $0.80 for each of the years ended  December  31, 2003 and 2001
and $0.83 for the year ended  December 31, 2002. No  distributions  were made to
the General  Partners for the years ended  December 31, 2003,  2002 and 2001. No
amounts  distributed  to the Limited  Partners for the years ended  December 31,
2003, 2002 or 2001 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 years ended December 31, 2003, 2002 and 2001.

         As of December  31, 2003 and 2002,  the  Partnership  owed  $16,989 and
$20,605,  respectively,  to related  parties for accounting  and  administrative
services  and  management  fees.  As of March  12,  2004,  the  Partnership  had
reimbursed  the  affiliates  for these  amounts.  Other  liabilities,  including
distributions  payable,  decreased to  $1,004,319  at December  31,  2003,  from
$1,072,291  at  December  31,  2002  primarily  as a  result  of a  decrease  in
distributions  payable.  The  decrease  was  partially  offset by an increase in
accounts  payable and accrued  expenses and rents paid in advance during 2003 as
compared  to  2002.  The  General  Partners  believe  that the  Partnership  has
sufficient cash on hand to meet its current working capital needs.

Off-Balance Sheet Transactions

         The Partnership holds interests in various unconsolidated joint venture
and  tenancy  in common  arrangements  that are  accounted  for using the equity
method.  The  General  Partners  do not  believe  that any such  interest  would
constitute an off-balance sheet arrangement requiring any additional disclosures
under the provisions of the Sarbanes-Oxley Act of 2002.

Contractual Obligations, Contingent Liabilities, and Commitments

         The Partnership has no contractual obligations, contingent liabilities,
or commitments as of December 31, 2003.

Long-Term Liquidity

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

Critical Accounting Policies

         The  Partnership's  leases are  accounted  for under the  provisions of
Statement of Financial  Accounting  Standards  No. 13,  "Accounting  for Leases"
("FAS 13"), and have been accounted for using either the direct financing or the
operating  method.  FAS 13 requires  management to estimate the economic life of
the leased  property,  the residual value of the leased property and the present
value of minimum  lease  payments to be received  from the tenant.  In addition,
management  assumes  that all  payments  to be  received  under its  leases  are
collectible.   Changes  in  management's   estimates  or  assumption   regarding
collectibility  of lease payments could result in a change in accounting for the
lease at the inception of the lease.

         The Partnership  accounts for its  unconsolidated  joint ventures using
the equity method of accounting. Under generally accepted accounting principles,
the equity method of accounting is  appropriate  for entities that are partially
owned by the  Partnership,  but for which  operations of the investee are shared
with other partners.  The  Partnership's  joint venture  agreements  require the
consent of all partners on all key  decisions  affecting  the  operations of the
underlying Property.

         Management  reviews the  Partnership's  Properties  and  investments in
unconsolidated  entities for impairment at least once a year or whenever  events
or changes in  circumstances  indicate that the carrying  amount of an asset may
not be  recoverable.  The  assessment  is based on the  carrying  amount  of the
Property or investment at the date it is tested for  recoverability  compared to
the sum of the estimated future cash flows expected to result from its operation
and sale through the expected holding period. If an impairment is indicated, the
asset is adjusted to its estimated fair value.


         Effective  January  1,  2002,  the  Partnership  adopted  Statement  of
Financial  Accounting  Standards  No.  144  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets."  Accordingly,  when the  Partnership  makes the
decision  to sell or commits to a plan to sell a Property  within one year,  its
operating results are reported as discontinued operations.


Results of Operations

Comparison of year ended December 31, 2003 to year ended December 31, 2002

         Rental revenues from continuing  operations were $2,811,091  during the
year ended  December 31, 2003 as compared to  $2,768,774  for the same period of
2001. Rental revenues from continuing operations increased during the year ended
December 31, 2003 because the Partnership acquired a Property in Houston,  Texas
in June 2002.

         The Partnership also earned $58,066 in contingent rental income for the
year ended December 31, 2003 as compared to $39,211 for the same period of 2002.
The increase in  contingent  rental income was primarily the result of increased
gross  sales  reported  by certain  restaurant  Properties,  the leases of which
require the payment of contingent rent.

         During  the year  ended  December  31,  2003,  the  Partnership  earned
$452,452 in net income earned by  unconsolidated  joint  ventures as compared to
$442,344 for the same period of 2002.  The slight  increase in net income earned
by joint  ventures was due to the fact that in November  2003,  the  Partnership
invested in a Property in Dalton,  Georgia  with CNL Income Fund VI,  Ltd.,  CNL
Income Fund XI, Ltd., and CNL Income Fund XVI, Ltd. as tenants-in-common, and in
a Property in Tucker,  Georgia,  with CNL Income  Fund X, Ltd.,  CNL Income Fund
XIII, Ltd. and CNL Income Fund XIV, Ltd. as  tenants-in-common.  Each of the CNL
Income Funds is a Florida  limited  partnership  and an affiliate of the General
Partners.

         During  the  year  ended  December  31,  2003,  three  lessees  of  the
Partnership,  Flagstar Enterprises,  Inc., Checkers Drive-In Restaurants,  Inc.,
and  Golden  Corral   Corporation,   each  contributed  more  than  10%  of  the
Partnership's  total rental revenues (including the Partnership's share of total
rental  revenues from  Properties  owned by joint ventures and Properties  owned
with affiliates of the General  Partners as  tenants-in-common).  As of December
31, 2003,  Flagstar  Enterprises,  Inc. was the lessee under leases  relating to
seven  restaurants,  Checkers  Drive-In  Restaurants,  Inc. was the lessee under
leases  relating to 13  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 three lessees each will
continue to contribute more than 10% of the Partnership's  total rental revenues
in 2004. In addition,  during the year ended December 31, 2003,  four Restaurant
Chains, Hardee's, Checkers Drive-In Restaurants,  Long John Silver's, and Golden
Corral  each  accounted  for more  than 10% of the  Partnership's  total  rental
revenues  (including  the  Partnership's  share of total  rental  revenues  from
Properties  owned by joint ventures and Properties  owned with affiliates of the
General  Partners as  tenants-in-common).  In 2004, it is anticipated that these
four  Restaurant  Chains each will  continue to account for more than 10% of the
total rental  revenues to which the  Partnership  is entitled under the terms of
the leases.  Any failure of these lessees or Restaurant  Chains will  materially
affect the  Partnership's  operating  results if the  Partnership is not able to
re-lease the Properties in a timely manner.

         The Partnership  also earned $5,735  attributable to interest and other
income during the year ended  December 31, 2003,  as compared to $22,919  during
the same period of 2002.  Interest  and other  income  were  higher  during 2002
primarily  due to the  Partnership  holding  the  proceeds  from  the  sale of a
Property  in  an  interest  bearing  bank  account  pending  reinvestment  in an
additional  Property until June 2002, when the Partnership  reinvested the sales
proceeds.

         Operating expenses,  including  depreciation and amortization  expense,
were $687,933  during the year ended  December 31, 2003, as compared to $696,817
during the same period of 2002. The decrease in operating  expenses  during 2003
was due to a decrease in the costs  incurred  for  administrative  expenses  for
servicing  the  Partnership  and its  Properties.  The decrease  during 2003 was
partially  offset by an  increase  in  depreciation  expense  as a result of the
acquisition of the Property in Houston, Texas in June 2002.

         During  2002,  the  Partnership  identified  and sold three  Properties
located in Redlands,  California,  Medina,  Ohio and Stratford,  New Jersey. The
Partnership  recognized  a gain of  approximately  $306,200  on the  sale of the
Properties in Redlands,  California  and  Stratford,  New Jersey,  and a loss of
approximately  $1,600 on the sale of the Property in Medina,  Ohio. During 2003,
the  Partnership  identified  and sold its  Property  located  in  Bartlesville,
Oklahoma and recorded no gain or loss on the sale. The  Partnership had recorded
provisions for write-down of assets in previous years relating to this Property.
Also  during  2003,  the  Partnership  identified  for  sale its  Properties  in
Columbia, South Carolina and Huntsville,  Texas. These Properties are classified
as  discontinued  operations  in  the  accompanying  financial  statements.  The
Partnership  recognized net rental income (rental revenues less Property related
expenses and provision for write-down of assets) of $215,616 and $153,114 during
the years  ended  December  31, 2003 and 2002,  respectively,  relating to these
Properties.

Comparison of year ended December 31, 2002 to year ended December 31, 2001

         Rental revenues from continuing  operations were $2,768,774  during the
year ended  December 31, 2002 as compared to  $2,692,675  for the same period of
2001. The increase in rental revenues from continuing operations during 2002, as
compared  to the same  period  of 2001,  was  partially  due to the fact that in
December 2001 the Partnership used a portion of the sales proceeds from the sale
of the Partnership's  Property in Greer,  South Carolina and the majority of the
sales  proceeds  from  the  sale  of the  Partnership's  Property  in  Altadena,
California to acquire a Property in Houston, Texas. In addition, rental revenues
from  continuing  operations  increased  during  2002  because  in June 2002 the
Partnership  used the majority of the proceeds  from the sale of the Property in
Redlands, California to acquire another Property in Houston, Texas. The increase
in rental revenues from continuing  operations  during 2002 was partially offset
by the fact that the Partnership sold three Properties during 2001.

         The Partnership also earned $39,211 in contingent rental income for the
year ended December 31, 2002 as compared to $23,529 for the same period of 2001.
The increase in contingent rental income was the result of increased gross sales
reported  by certain  restaurant  Properties,  the leases of which  require  the
payment of contingent rent.

         During  the year  ended  December  31,  2002,  the  Partnership  earned
$442,344 in net income earned by  unconsolidated  joint  ventures as compared to
$435,249 for the same period of 2001. The increase in net income earned by joint
ventures was due to the fact that during  2001,  the  Partnership  invested in a
Property  in  Blue  Springs,  Missouri  with  CNL  Income  Fund  XIII,  Ltd.  as
tenants-in-common,  and in a joint  venture  arrangement,  CNL VII,  XV Columbus
Joint Venture,  with CNL Income Fund VII, Ltd. Each of the CNL Income Funds is a
Florida  limited  partnership  and an  affiliate  of the General  Partners.  The
increase in net income earned by joint ventures  during 2002, as compared to the
previous year was partially offset by the fact that in May 2001, Wood-Ridge Real
Estate Joint Venture,  in which the  Partnership  owns a 50% interest,  sold its
Property in Paris,  Texas in accordance with the purchase option under the lease
agreement.  During 2001,  the joint venture  distributed  the net sales proceeds
received from the sale as a return of capital to the  Partnership  and the other
joint venture partner.  During 2002, the Partnership  reinvested these net sales
proceeds in a joint venture  arrangement,  CNL VII, XV Columbus  Joint  Venture,
with an affiliate of the General Partners as described above.

         During the year ended  December 31, 2002, the  Partnership  also earned
$22,919 as compared to $79,313 for the same period of 2001 in interest and other
income.  Interest  and other  income were lower during 2002 due to a decrease in
the  average  cash  balance as a result of the  reinvestment  of sales  proceeds
received in 2001 and due to a decline in interest rates.

         Operating expenses, including depreciation and amortization expense and
provision for  write-down of assets,  were $696,817 for the year ended  December
31,  2002 as  compared  to  $1,016,939  for the same  period of 2001.  Operating
expenses  were  higher  during 2001 as a result of the  Partnership  recording a
provision  for  write-down  of assets in the amount of $288,684  relating to the
Property in Greer,  South  Carolina.  The provision  represented  the difference
between the carrying  value of the Property and its  estimated  fair value.  The
Partnership sold this Property in 2001.

         The decrease in operating expenses during 2002, as compared to the same
period of 2001,  was also  attributable  to a decrease in the costs incurred for
administrative expenses for servicing the Partnership and its Properties and due
to a decrease in state tax expense.

         As a  result  of the  sale of the  Properties  in  Woodland  Hills  and
Altadena,   CA,  the  Partnership  recognized  a  gain  on  sale  of  assets  of
approximately  $419,000  during the year ended December 31, 2001.  Because these
Properties were identified for sale prior to the January 2002  implementation of
Statement  of  Financial  Accounting  Standards  No.  144  "Accounting  for  the
Impairment or Disposal of Long-Lived Assets," the results of operations relating
to these  Properties were included as Income from  Continuing  Operations in the
accompanying financial statements.

         During the year ended December 31, 2002, the Partnership identified and
sold three  Properties that were  classified as  discontinued  operations in the
accompanying  financial statements.  The Partnership recognized an aggregate net
gain on  disposal  of  discontinued  operations  of  $304,600  relating to these
Properties.  The  Partnership  recognized net rental income (rental revenue less
Property  related  expenses and provision for  write-down of assets) of $153,114
and $7,620  during the years ended  December  31,  2002 and 2001,  respectively,
relating to these Properties.

         The General Partners continuously  evaluate strategic  alternatives for
the  Partnership,  including  alternatives  to provide  liquidity to the Limited
Partners.

         The  Partnership's  leases  as of  December  31,  2003,  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.  Inflation,  overall,  has had a minimal effect on
results of operations of the  Partnership.  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 January 2003,  the Financial  Accounting  Standards  Board  ("FASB")
issued  FASB  Interpretation  No.  46 ("FIN  46"),  "Consolidation  of  Variable
Interest Entities" to expand upon and strengthen  existing  accounting  guidance
that  addresses  when a company  should  include  the  assets,  liabilities  and
activities of another entity in its financial  statements.  To improve financial
reporting by companies involved with variable interest entities, FIN 46 requires
that a variable  interest entity be consolidated by a company if that company is
subject  to a  majority  risk  of  loss  from  the  variable  interest  entity's
activities or entitled to receive a majority of the entity's residual returns or
both.  Prior to FIN 46, a  company  generally  included  another  entity  in its
consolidated  financial  statements  only if it  controlled  the entity  through
voting interests.  In December 2003, the FASB issued FASB Interpretation No. 46R
("FIN 46R"), to clarify some of the provisions of FIN 46. Under FIN 46R, special
effective date provisions apply to entities that have fully or partially applied
FIN 46  prior  to  issuance  of FIN 46R.  Otherwise,  application  of FIN 46R is
required in  financial  statements  of public  entities  that have  interests in
structures that are commonly referred to as special-purpose entities for periods
ending after December 15, 2003. Application by public entities, other than small
business issuers,  for all other types of variable interest entities is required
in financial statements for periods ending after March 15, 2004. The Partnership
did not fully or partially  apply FIN 46 prior to the issuance of FIN 46R. Also,
the Partnership  does not have interests in structures  commonly  referred to as
special-purpose entities.  Therefore,  application of FIN 46R is required in the
Partnership's  financial statements for periods ending after March 15, 2004. The
General  Partners  believe  adoption  of this  standard  may  result  in  either
consolidation  or  additional  disclosure   requirements  of  the  Partnership's
unconsolidated  joint  ventures,  which are  currently  accounted  for under the
equity method.  However,  such  consolidation  is not expected to  significantly
impact the Partnership's results of operations.

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






                                                                      Page

Report of Independent Certified Public Accountants                     19

Financial Statements:

     Balance Sheets                                                    20

     Statements of Income                                              21

     Statements of Partners' Capital                                   22

     Statements of Cash Flows                                       23-24

     Notes to Financial Statements                                  25-36





<PAGE>













               Report of Independent Certified Public Accountants



To the Partners
CNL Income Fund XV, Ltd.



In our opinion,  the accompanying  balance sheets and the related  statements of
income,  of partners'  capital and of cash flows present fairly, in all material
respects,  the financial position of CNL Income Fund XV, Ltd. (a Florida limited
partnership)  at December 31, 2003 and 2002,  and the results of its  operations
and its cash flows for each of the three years in the period ended  December 31,
2003 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 15(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.

As  described in Note 1 to the  financial  statements,  on January 1, 2002,  the
Partnership  adopted  Statement  of  Financial   Accounting  Standards  No.  144
"Accounting for the Impairment or Disposal of Long-Lived Assets."



/s/ PricewaterhouseCoopers LLP

Orlando, Florida
March 24, 2004


<PAGE>

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

                                 BALANCE SHEETS

<TABLE>
<CAPTION>

 <c>
                                                                                    December 31,
                                                                           2003                       2002
                                                                   ---------------------      ---------------------

                              ASSETS

Real estate properties with operating leases, net                         $  19,946,540            $    20,515,325
Net investment in direct financing leases                                     3,401,635                  3,499,168
Real estate held for sale                                                     1,575,082                  2,158,790
Investment in joint ventures                                                  5,776,721                  4,455,920
Cash and cash equivalents                                                     1,446,341                  2,317,004
Receivables, less allowance for doubtful accounts of
     $1,068 in 2002                                                             310,398                     37,849
Accrued rental income, less allowance for doubtful
     accounts of $27,005 in 2003 and 2002                                     1,815,999                  1,700,570
Other assets                                                                     38,255                     42,906
                                                                   ---------------------      ---------------------

                                                                          $  34,310,971            $    34,727,532
                                                                   =====================      =====================

           LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses                                     $      15,983              $       6,985
Real estate taxes payable                                                         9,590                      2,109
Distributions payable                                                           800,000                    900,000
Due to related parties                                                           16,989                     20,605
Rents paid in advance and deposits                                              178,746                    163,197
                                                                   ---------------------      ---------------------
        Total liabilities                                                     1,021,308                  1,092,896


Partners' capital                                                            33,289,663                 33,634,636
                                                                   ---------------------      ---------------------

                                                                          $  34,310,971            $    34,727,532
                                                                   =====================      =====================


</TABLE>
                See accompanying notes to financial statements.
<PAGE>


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

                              STATEMENTS OF INCOME

<TABLE>
<CAPTION>

 <c>
                                                                              Year Ended December 31,
                                                                   2003                 2002                 2001
                                                             ------------------   -----------------    -----------------
Revenues:
    Rental income from operating leases                          $   2,427,798       $   2,375,205        $   2,267,548
    Earned income from direct financing leases                         383,293             393,569              425,127
    Contingent rental income                                            58,066              39,211               23,529
    Interest and other income                                            5,735              22,919               79,313
                                                             ------------------   -----------------    -----------------
                                                                     2,874,892           2,830,904            2,795,517
                                                             ------------------   -----------------    -----------------
Expenses:
    General operating and administrative                               265,356             280,594              304,976
    Property related                                                    15,562              26,041               44,893
    Management fees to related parties                                  36,162              36,043               33,498
    State and other taxes                                               51,744              41,960               55,122
    Depreciation and amortization                                      319,109             312,179              289,766
    Provision for write-down of assets                                      --                  --              288,684
                                                             ------------------   -----------------    -----------------
                                                                       687,933             696,817            1,016,939
                                                             ------------------   -----------------    -----------------

Income before gain on sale of assets and equity in
     earnings of unconsolidated  joint ventures                      2,186,959           2,134,087            1,778,578

Gain on sale of assets                                                      --                  --              418,754

Equity in earnings of unconsolidated joint ventures                    452,452             442,344              435,249
                                                             ------------------   -----------------    -----------------

Income from continuing operations                                    2,639,411           2,576,431            2,632,581
                                                             ------------------   -----------------    -----------------

Discontinued operations
    Income from discontinued operations                                215,616             153,114                7,620
    Gain on disposal of discontinued operations                             --             304,600                   --
                                                             ------------------   -----------------    -----------------
                                                                       215,616             457,714                7,620
                                                             ------------------   -----------------    -----------------

Net income                                                       $   2,855,027       $   3,034,145        $   2,640,201
                                                             ==================   =================    =================

Income per limited partner unit
    Continuing operations                                          $      0.66         $      0.64          $      0.66
    Discontinued operations                                               0.05                0.12                   --
                                                             ------------------   -----------------    -----------------

                                                                   $      0.71         $      0.76          $      0.66
                                                             ==================   =================    =================

Weighted average number of limited partner units
    outstanding                                                      4,000,000           4,000,000            4,000,000
                                                             ==================   =================    =================

</TABLE>
                See accompanying notes to financial statements.

<PAGE>


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

                         STATEMENTS OF PARTNERS' CAPITAL

                  Years Ended December 31, 2003, 2002 and 2001

<TABLE>
<CAPTION>

 <c>
                                           General Partners                                          Limited Partners
                                 --------------------------------------  -----------------------------------------------------------
                                                        Accumulated                                                Accumulated
                                   Contributions          Earnings         Contributions      Distributions         Earnings
                                 -------------------  -----------------  ------------------  -----------------  ------------------

Balance, December 31, 2000              $     1,000       $    173,788       $  40,000,000      $ (20,365,947)     $ 19,441,449

    Distributions to limited
       partners ($0.80 per
       limited partner unit)                     --                 --                  --         (3,200,000)               --
    Net income                                   --                 --                  --                 --         2,640,201
                                 -------------------  -----------------  ------------------  -----------------  ------------------

Balance, December 31, 2001                    1,000            173,788          40,000,000        (23,565,947)       22,081,650

    Distributions to limited
       partners ($0.83 per
       limited partner unit)                     --                 --                  --         (3,300,000)               --
    Net income                                   --                 --                  --                 --         3,034,145
                                 -------------------  -----------------  ------------------  -----------------  ------------------

Balance, December 31, 2002                    1,000            173,788          40,000,000        (26,865,947)       25,115,795

    Distributions to limited
       partners ($0.80 per
       limited partner unit)                     --                 --                  --         (3,200,000)               --
    Net income                                   --                 --                  --                 --         2,855,027
                                 -------------------  -----------------  ------------------  -----------------  ------------------

Balance, December 31, 2003               $    1,000       $    173,788      $   40,000,000      $ (30,065,947)     $ 27,970,822
                                 ===================  =================  ==================  =================  ==================
</TABLE>
                See accompanying notes to financial statements.

<PAGE>

--------------
 Syndication
    Costs            Total
---------------  ---------------

  $ (4,790,000)    $ 34,460,290



            --       (3,200,000)
            --        2,640,201
---------------  ---------------

    (4,790,000)      33,900,491



            --       (3,300,000)
            --        3,034,145
---------------  ---------------

    (4,790,000)      33,634,636



            --       (3,200,000)
            --        2,855,027
---------------  ---------------

  $ (4,790,000)     $ 33,289,663
===============  ===============







<PAGE>


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

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

 <c>
                                                                             Year Ended December 31,
                                                                2003                  2002                2001
                                                           ----------------     -----------------  --------------------

Cash Flows from Operating Activities:
    Net income                                                $  2,855,027          $  3,034,145         $   2,640,201
                                                           ----------------     -----------------  --------------------
       Adjustments to reconcile net income to net cash
         provided by operating activities:
          Depreciation                                             331,348               328,034               327,426
          Amortization of net investment in direct
              financing leases                                     113,613               106,674                87,580
          Amortization                                               2,952                 2,961                 3,170
          Equity in earnings of unconsolidated
              joint ventures, net of distributions                  46,098               133,074                87,495
          Gains on sale of assets                                       --              (304,600)             (418,754)
          Provision for write-down of assets                            --               138,222               512,523
          Decrease (increase) in receivables                       (19,921)              (15,835)               57,276
          Decrease in due from related parties                          --                14,982                18,856
          Decrease (increase) in other assets                        2,528               (11,580)                9,750
          Increase in accrued rental income                       (121,982)             (131,491)             (136,975)
          Increase (decrease) in accounts payable and
              accrued expenses and real estate taxes
              payable                                               16,479               (26,504)              (31,919)
          Decrease in due to related parties                        (3,616)                 (365)                 (254)
          Increase (decrease) in rents paid in advance
              and deposits                                          15,549                94,944               (14,533)
          Decrease in deferred rental income                            --                (6,896)              (44,614)
                                                           ----------------     -----------------  --------------------
              Total adjustments                                    383,048               321,620               457,027
                                                           ----------------     -----------------  --------------------

Net cash provided by operating activities                        3,238,075             3,355,765             3,097,228
                                                           ----------------     -----------------  --------------------

Cash Flows from Investing Activities:
    Proceeds from sale of real estate properties                   558,990             2,046,888             2,423,978
    Additions to real estate properties with operating                  --            (1,215,441)           (1,445,207)
       leases
    Redemption of certificate of deposit                                --                    --               100,000
    Investment in joint ventures                                (1,367,728)              (34,876)           (1,735,778)
    Return of capital from joint venture                                --                    --               400,000
    Collections on mortgage note receivable                             --                    --               467,000
                                                           ----------------     -----------------  --------------------
       Net cash provided by (used in) investing activities        (808,738)              796,571               209,993
                                                           ----------------     -----------------  --------------------

Cash Flows from Financing Activities:
     Distributions to limited partners                         (3,300,000)            (3,200,000)           (3,200,000)
                                                           ----------------     -----------------  --------------------
        Net cash used in financing activities                  (3,300,000)            (3,200,000)           (3,200,000)
                                                           ----------------     -----------------  --------------------

Net increase (decrease) in cash and cash equivalents             (870,663)               952,336               107,221

Cash and cash equivalents at beginning of year                   2,317,004             1,364,668             1,257,447
                                                           ----------------     -----------------  --------------------

Cash and cash equivalents at end of year                      $  1,446,341          $  2,317,004         $   1,364,668
                                                           ================     =================  ====================

</TABLE>
                See accompanying notes to financial statements.
<PAGE>


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

                       STATEMENT OF CASH FLOWS - CONTINUED

<TABLE>
<CAPTION>

 <c>
                                                                          Year Ended December 31,
                                                               2003                 2002                  2001
                                                        -------------------  --------------------  --------------------

Supplemental Schedule of Non-Cash Investing
     and Financing Activities:

          Insurance proceeds receivable                       $    252,628            $       --            $       --
                                                        ===================  ====================  ====================

          Distributions declared and unpaid at
              December 31                                     $    800,000         $     900,000         $     800,000
                                                        ===================  ====================  ====================
</TABLE>
                See accompanying notes to finanical statements.

<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002 and 2001


1.       Significant Accounting Policies

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

         The general partners of the Partnership are CNL Realty Corporation (the
         "Corporate  General  Partner"),  James M.  Seneff,  Jr.  and  Robert A.
         Bourne.  Mr.  Seneff and Mr.  Bourne are also 50%  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
         acquisitions  of real  estate  properties  at cost,  including  closing
         costs.  Real estate properties are leased to 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.  During the years ended  December  31, 2003,
         2002, and 2001,  tenants paid, or are expected to pay, directly to real
         estate  taxing  authorities   approximately  $339,500,   $361,000,  and
         $342,500,  respectively,  in estimated  real estate taxes in accordance
         with the terms of their leases.

         The leases of the  Partnership  provide for base minimum  annual rental
         payments payable in monthly installments.  In addition,  certain leases
         provide for  contingent  rental  revenues  based on the tenants'  gross
         sales in  excess  of a  specified  threshold.  The  Partnership  defers
         recognition  of  the  contingent  rental  revenues  until  the  defined
         thresholds  are met.  The leases  are  accounted  for using  either the
         operating or direct financing methods.

             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.

             Direct  financing  method - 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).  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.  For the leases  classified as direct financing
             leases,  the  building  portions  of the  property  leases are
             accounted for as direct  financing  leases while a majority of
             the land portion of these leases are operating leases.

         Accrued  rental  income  represents  the  aggregate  amount  of  income
         recognized  on a  straight-line  basis in  excess of  scheduled  rental
         payments to date. In contrast,  deferred  rental income  represents the
         aggregate amount of scheduled rental payments to date (including rental
         payments due during construction and prior to the property being placed
         in service) in excess of income  recognized  on a  straight-line  basis
         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

                  Years Ended December 31, 2003, 2002, and 2001


1.       Significant Accounting Policies - Continued

         Substantially all leases are for 15 to 20 years and provide for minimum
         and contingent  rentals.  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.

         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 estimated fair value.

         When the  collection  of amounts  recorded as rental or other income is
         considered  to be  doubtful,  a  provision  is  made  to  increase  the
         allowance for doubtful accounts. 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,  CNL VII, XV Columbus  Joint Venture,  and properties in
         Clinton, North Carolina,  Fort Myers, Florida, Blue Springs,  Missouri,
         and  Dalton  and  Tucker,   Georgia  held  as  tenants-in-common   with
         affiliates,  using the equity method since the joint venture  agreement
         requires the consent of all partners on all key decisions affecting the
         operations of the underlying property.

         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.  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 - Other assets include lease  incentive costs and brokerage
         and legal fees  associated  with  negotiating  leases and 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 represent a reduction
         of  Partnership  equity and a reduction in the basis of each  partner's
         investment.

         Rents Paid in  Advance - Rents  paid in  advance by lessees  for future
         periods are deferred upon receipt and are recognized as revenues during
         the period in which the rental income is earned.


<PAGE>


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

                         NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002, and 2001


1.       Significant Accounting Policies - Continued

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

         Reclassification   -  Certain  items  in  the  prior  years'  financial
         statements  have been  reclassified  to conform  to 2003  presentation,
         including a change in  presentation of the statement of cash flows from
         the  direct to the  indirect  method.  These  reclassifications  had no
         effect on total partners' capital, net income or cash flows.

         Statement of Financial Accounting Standards No. 144 - Effective January
         1, 2002,  the  Partnership  adopted  Statement of Financial  Accounting
         Standards  No.  144  "Accounting  for the  Impairment  or  Disposal  of
         Long-Lived  Assets." This statement requires that a long-lived asset be
         tested for  recoverability  whenever events or changes in circumstances
         indicate that its carrying amount may not be recoverable.  The carrying
         amount of a long-lived  asset is not  recoverable if it exceeds the sum
         of the  undiscounted  cash flows  expected  to result  from the use and
         eventual  disposition  of the  asset.  The  assessment  is based on the
         carrying   amount  of  the   asset  at  the  date  it  is  tested   for
         recoverability.  An  impairment  loss is  recognized  when the carrying
         amount of a long-lived  asset exceeds its fair value.  If an impairment
         is recognized,  the adjusted  carrying amount of a long-lived  asset is
         its new cost basis.  The  statement  also  requires that the results of
         operations of a component of an entity that either has been disposed of
         or is  classified  as held  for  sale  be  reported  as a  discontinued
         operation if the  disposal  activity was  initiated  subsequent  to the
         adoption of the Standard.

         FASB Interpretation No. 46 - In January 2003, the Financial  Accounting
         Standards Board ("FASB") issued FASB  Interpretation No. 46 ("FIN 46"),
         "Consolidation  of  Variable  Interest  Entities"  to  expand  upon and
         strengthen  existing  accounting guidance that addresses when a company
         should include the assets, liabilities and activities of another entity
         in  its  financial  statements.   To  improve  financial  reporting  by
         companies  involved with variable  interest  entities,  FIN 46 requires
         that a variable  interest  entity be  consolidated by a company if that
         company  is  subject  to a  majority  risk of loss  from  the  variable
         interest  entity's  activities or entitled to receive a majority of the
         entity's residual returns or both. Prior to FIN 46, a company generally
         included another entity in its consolidated  financial  statements only
         if it controlled the entity through voting interests. In December 2003,
         the FASB issued FASB  Interpretation  No. 46R ("FIN  46R"),  to clarify
         some of the provisions of FIN 46. Under FIN 46R, special effective date
         provisions  apply to entities that have fully or partially  applied FIN
         46 prior to issuance of FIN 46R.  Otherwise,  application of FIN 46R is
         required in financial statements of public entities that have interests
         in structures that are commonly referred to as special-purpose entities
         for periods  ending  after  December 15,  2003.  Application  by public
         entities,  other than small  business  issuers,  for all other types of
         variable  interest  entities is required in  financial  statements  for
         periods ending after March 15, 2004. The  Partnership  did not fully or
         partially  apply FIN 46 prior to the  issuance  of FIN 46R.  Also,  the
         Partnership does not have interests in structures  commonly referred to
         as  special-purpose  entities.  Therefore,  application  of FIN  46R is
         required in the Partnership's  financial  statements for periods ending
         after March 15, 2004.  The general  partners  believe  adoption of this
         standard may result in either  consolidation  or additional  disclosure
         requirements of the Partnership's  unconsolidated joint ventures, which
         are currently  accounted  for under the equity  method.  However,  such
         consolidation is not expected to significantly impact the Partnership's
         results of operations.


<PAGE>


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

                         NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002, and 2001


2.       Real Estate Properties with Operating Leases

         Real estate properties with operating leases consisted of the following
         at December 31:
<TABLE>
<CAPTION>

 <c>
                                                         2003                            2002
                                                ------------------------        -----------------------

                  Land                               $    13,248,122                $     13,248,122
                  Buildings                                8,792,461                       9,095,885
                                                -----------------------         -----------------------
                                                          22,040,583                      22,344,007
                  Less accumulated depreciation           (2,094,043)                      (1,828,682)
                                                ----------------------          -----------------------

                                                       $  19,946,540                 $     20,515,325
                                                =======================        ========================
</TABLE>

         In December 2003, the property in Lexington,  Kentucky was destroyed by
         fire.  The  property is covered by  insurance  held by the tenant.  The
         expected insurance proceeds of approximately  $252,600 were included in
         receivables at December 31, 2003.

         In June 2002, the  Partnership  reinvested the majority of the proceeds
         from the sale of the property in Redlands, California (see Note 5) in a
         property in Houston, Texas. The Partnership acquired this property from
         CNL Funding 2001-A, LP, an affiliate of the general partners.

         The following is a schedule of the future  minimum lease payments to be
         received on noncancellable operating leases at December 31, 2003:

                     2004                                  $    2,482,633
                     2005                                       2,609,497
                     2006                                       2,613,379
                     2007                                       2,648,296
                     2008                                       2,666,078
                     Thereafter                                15,092,610
                                                     ---------------------

                                                           $   28,112,493
                                                     =====================

3.       Net Investment in Direct Financing Leases

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

 <c>
                                                    2003                    2002
                                             --------------------   ---------------------

         Minimum lease payments receivable        $    5,012,714          $    5,493,541
         Estimated residual values                     1,232,928               1,232,928
         Less unearned income                         (2,844,007)             (3,227,301)
                                             --------------------   ---------------------

         Net investment in direct financing
            leases                                 $   3,401,635          $    3,499,168
                                             ====================   =====================
</TABLE>



<PAGE>


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

                         NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002, and 2001


3.       Net Investment in Direct Financing Leases - Continued

         The  following  is a schedule of future  minimum  lease  payments to be
         received on direct financing leases at December 31, 2003:

                     2004                                   $    556,128
                     2005                                        556,128
                     2006                                        556,128
                     2007                                        568,122
                     2008                                        574,120
                     Thereafter                                2,982,541
                                                  -----------------------

                                                           $   5,793,167
                                                  =======================

4.       Investment in Joint Ventures

         The Partnership has a 50%, a 23.62%, a 16%, a 15% and a 59% interest in
         the profits and losses of Wood-Ridge  Real Estate Joint  Venture,  TGIF
         Pittsburgh  Joint Venture,  a property in Clinton,  North  Carolina,  a
         property  in Fort  Myers,  Florida  and a  property  in  Blue  Springs,
         Missouri  held as  tenants-in-common  with  affiliates  of the  general
         partners.  The remaining  interests in these joint ventures are held by
         affiliates of the Partnership, which have the same general partners.

         In August 2001, the Partnership  used a portion of the amounts received
         as a return of  capital  from the 2001 sale of the  property  in Paris,
         Texas, to enter into a joint venture arrangement,  CNL VII, XV Columbus
         Joint  Venture,  with CNL Income Fund VII,  Ltd.,  an  affiliate of the
         general  partners,  to construct one  restaurant  property in Columbus,
         Georgia.  As of December  31, 2001,  the  Partnership  had  contributed
         approximately  $466,120  to  purchase  land  and pay for its  share  of
         construction  costs  relating to the joint  venture.  During 2002,  the
         Partnership  contributed  $34,876 to  complete  the  construction.  The
         Partnership  owns a 31.25%  interest  in the  profits and losses of the
         joint venture.

         In November  2003,  the  Partnership  and CNL Income Fund X, Ltd.,  CNL
         Income  Fund  XIII,   Ltd.,   and  CNL  Income  Fund  XIV,   Ltd.,   as
         tenants-in-common,  invested in a property in Tucker,  Georgia. Each of
         the CNL Income  Funds is an  affiliate  of the  general  partners.  The
         Partnership  and  affiliates  entered  into an  agreement  whereby each
         co-venturer  will share in the  profits  and losses of the  property in
         proportion  to its  applicable  percentage  interest.  The  Partnership
         contributed   approximately  $1,044,700  for  a  68%  interest  in  the
         property.

         In addition,  in November 2003, the Partnership and CNL Income Fund VI,
         Ltd.,  CNL Income  Fund XI,  Ltd.,  and CNL Income Fund XVI,  Ltd.,  as
         tenants-in-common,  invested in a property in Dalton,  Georgia. Each of
         the CNL Income  Funds is an  affiliate  of the  general  partners.  The
         Partnership  and  affiliates  entered  into an  agreement  whereby each
         co-venturer  will share in the  profits  and losses of the  property in
         proportion  to its  applicable  percentage  interest.  The  Partnership
         contributed $323,000 for a 17% interest in the property.



<PAGE>


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

                         NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002, and 2001


4.       Investment in Joint Ventures - Continued

         Wood-Ridge  Real  Estate  Joint  Venture  owns  five  properties,  TGIF
         Pittsburgh  Joint Venture and CNL VII, XV Columbus Joint Venture,  each
         own one property. The Partnership and affiliates,  as tenants-in-common
         in five separate tenancy-in-common arrangements, each own one property.

         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>

 <c>
                                                                               2003                 2002
                                                                          ---------------      ---------------

          Real estate properties with operating leases, net                 $ 13,922,001         $ 10,724,926
          Net investment in direct financing leases                              764,271              779,576
          Cash                                                                   103,799               47,507
          Receivables                                                             18,000               20,708
          Accrued rental income                                                  553,323              450,591
          Other assets                                                            10,700               12,990
          Liabilities                                                             66,613               70,077
          Partners' capital                                                   15,305,481           11,966,221



                                                                           Year Ended December 31,
                                                                  2003              2002              2001
                                                             ----------------  ----------------  ---------------

          Revenues                                              $  1,483,617      $  1,447,921     $  1,227,629
          Lease termination income                                        --                --          200,000
          Expenses                                                  (248,461 )        (233,338 )       (204,327 )
          Loss on sale of assets                                          --                --          (84,473 )
                                                             ----------------  ----------------  ---------------
          Net income                                            $  1,235,156      $  1,214,583      $ 1,138,829
                                                             ================  ================  ===============
</TABLE>


         The Partnership  recognized  income of $452,452,  $442,344 and $435,249
         during the years ended December 31, 2003, 2002 and 2001,  respectively,
         from these joint ventures and tenancy in common arrangements.

5.       Discontinued Operations

         During 2002, the  Partnership  identified and sold three  properties to
         third   parties  and   received   aggregate   net  sales   proceeds  of
         approximately  $2,046,900  resulting  in a  net  gain  on  disposal  of
         discontinued  operations of  approximately  $304,600.  During 2003, the
         Partnership  identified  three  additional  properties  for sale.  As a
         result,  the properties were  reclassified  from real estate properties
         with operating  leases to real estate held for sale.  The  reclassified
         assets  were  recorded at the lower of their  carrying  amounts or fair
         value,  less cost to sell. In June 2003,  the  Partnership  sold one of
         these properties, in Bartlesville, Oklahoma, to the tenant and received
         net sales proceeds of approximately  $559,000.  Because the Partnership
         had  recorded  provisions  for  write-down  of assets  relating to this
         property in previous  years,  no gain or loss was recorded  during 2003
         relating to the sale of this property.  The financial  results relating
         to these  properties  are reflected as  discontinued  operations in the
         accompanying financial statements.


<PAGE>


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

                         NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002, and 2001


5.       Discontinued Operations - Continued

         The  operating  results  of  the  discontinued   operations  for  these
         properties are as follows:
<TABLE>
<CAPTION>

 <c>
                                                                    Year Ended December 31,
                                                           2003              2002              2001
                                                       -------------     -------------    ---------------

                Rental revenues                           $ 235,089       $   327,828        $   341,569
                Expenses                                    (19,473 )         (36,492 )         (110,110 )
                Provision for write-down of assets               --          (138,222 )         (223,839 )
                                                       -------------     -------------    ---------------
                Income from discontinued
                      operations                          $ 215,616       $   153,114        $    7,620
                                                       =============     =============    ===============
</TABLE>

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% 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% to the
         limited partners and one percent to the general partners.  However, one
         percent of net cash flow to be distributed to the general  partners was
         subordinated  to receipt by the limited  partners of an aggregate,  8%,
         cumulative,  noncompounded  annual  return  on their  invested  capital
         contributions (the "Limited Partners' 8% Return").

         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% to the
         limited partners and 5% 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% to the limited partners and 5% 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% to the
         limited partners and 5% to the general partners.



<PAGE>


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

                         NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002, and 2001


6.       Allocations and Distributions - Continued

         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 years
         ended December 31, 2003, 2002 and 2001.

         The  Partnership  declared  distributions  to the  limited  partners of
         $3,200,000,  during each of the years ended December 31, 2003 and 2001.
         During the year ended  December  31,  2002,  the  Partnership  declared
         distributions to the limited  partners of $3,300,000.  No distributions
         have been made to the general partners to date.


<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002, and 2001


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>

 <c>
                                                                   2003               2002               2001
                                                              ----------------   ----------------   ---------------

           Net income for financial reporting purposes           $  2,855,027        $ 3,034,145       $ 2,640,201

           Effect of timing differences relating to
                depreciation                                         (27,597)            (41,215)          (52,017)

           Direct financing leases recorded as operating
                leases for tax reporting purposes                     113,613            106,674            87,580

           Provision for write-down of assets                              --            138,222           512,523

           Effect of timing differences relating to equity
                in earnings of unconsolidated joint                       334             (7,242)           31,391
                ventures

           Accrued rental income                                    (118,311)           (134,712)         (177,910)

           Rents paid in advance                                       11,877             95,015           (14,461)

           Effect of timing differences relating to
                allowance for doubtful accounts                       (1,068)           (190,534)          153,720

           Effect of timing differences relating to
                gains/losses on sale on real estate                 (275,718)           (563,927)         (601,834)
                properties

           Other                                                        (384)                837             1,046
                                                              ----------------   ----------------   ---------------


           Net income for federal income tax purposes          $   2,557,773         $ 2,437,263       $ 2,580,239
                                                              ================   ================   ===============

</TABLE>

<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002, and 2001


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 APF Partners,  LP, a wholly owned subsidiary of CNL Restaurant
         Properties, Inc. (formerly known as CNL American Properties Fund, Inc.)
         served as the  Partnership's  advisor  until  January 1, 2002,  when it
         assigned its rights and obligations under a management agreement to RAI
         Restaurants,  Inc.  (the  "Advisor").  The  Advisor  is a wholly  owned
         subsidiary of CNL Restaurant Properties, Inc. ("CNL-RP") The individual
         general partners are stockholders and directors of CNL-RP.

         The Advisor provides services  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.
         Any  portion  of the  management  fee  not  paid  is  deferred  without
         interest. The Partnership incurred management fees of $36,162, $36,043,
         and $33,498,  for the years ended  December 31, 2003,  2002,  and 2001,
         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 3% 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,  2003,  2002,  and  2001,  the
         Partnership's  advisor  and  its  affiliates  of the  general  partners
         provided accounting and administrative services to the Partnership. The
         Partnership incurred $164,192,  $204,164,  and $233,022,  for the years
         ended  December  31,  2003,  2002,  and  2001,  respectively,  for such
         services.

         The amount  due to  related  parties  at  December  31,  2003 and 2002,
         totaled $16,989 and $20,605, respectively.

9.       Concentration of Credit Risk

         The following  schedule  presents total rental revenues from individual
         lessees,  each representing  more than 10% of the  Partnership's  total
         rental  revenues  (including  the  Partnership's  share of total rental
         revenues   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>

 <c>
                                                            2003                  2002                2001
                                                       ----------------      ---------------     ----------------

          Checkers Drive-In Restaurants, Inc.               $  688,761           $  715,508            $ 717,759
          Golden Corral Corporation                            686,973              679,064              637,725
          Flagstar Enterprises, Inc.                           523,779              529,394              533,063
</TABLE>


<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002, and 2001


9.       Concentration of Credit Risk - Continued

         In addition, the following schedule presents total rental revenues from
         individual  restaurant  chains,  each representing more than 10% of the
         Partnership's  total rental revenues (including the Partnership's share
         of total rental revenues 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>

 <c>
                                                  2003                2002                2001
                                            --------------      ----------------    ---------------

           Checkers Drive-In Restaurants       $  688,761         $  715,508         $  717,759
           Golden Corral Buffet and Grill         686,973            679,064            637,725
           Hardee's                               523,779            529,394            533,063
           Long John Silver's                     393,086            407,523            396,422
</TABLE>

         Although the Partnership's properties have some geographic diversity in
         the United States and the  Partnership's  lessees  operate a variety of
         restaurant  concepts,   default  by  any  lessee  or  restaurant  chain
         contributing  more  than  10%  of  the   Partnership's   revenues  will
         significantly  impact the results of operations of the  Partnership  if
         the  Partnership  is not able to re-lease  the  properties  in a timely
         manner.

10.      Selected Quarterly Financial Data

         The following table presents  selected  unaudited  quarterly  financial
         data for each full quarter during the years ended December 31, 2003 and
         2002:
<TABLE>
<CAPTION>

 <c>
                  2003 Quarter               First         Second          Third          Fourth          Year
         -------------------------------  ------------  --------------  -------------  -------------  --------------

         Continuing Operations (1):
              Revenues                      $ 705,860       $ 705,850      $ 702,752      $ 760,430      $2,874,892
              Equity in earnings of
                unconsolidated joint
                ventures                      109,281         109,524        108,634        125,013         452,452
              Income from continuing
                operations                    602,647         662,597        656,270        717,897       2,639,411
         Discontinued Operations (1):
              Revenues                         73,451          71,483         45,436         44,719         235,089
              Income from
                discontinued
                operations                     65,327          67,289         41,293         41,707         215,616

         Net Income                           667,974         729,886        697,563        759,604       2,855,027

         Income per limited partner unit:

           Continuing operations             $   0.15        $   0.17       $   0.16       $   0.18        $   0.66
           Discontinued operations               0.02            0.01           0.01           0.01            0.05
                                          ------------  --------------  -------------  -------------  --------------
                  Total                      $   0.17        $   0.18       $   0.17       $   0.19        $   0.71
                                          ============  ==============  =============  =============  ==============
</TABLE>



<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002, and 2001


10.      Selected Quarterly Financial Data - Continued
<TABLE>
<CAPTION>

 <c>
                  2002 Quarter               First         Second          Third          Fourth          Year
         -------------------------------  ------------  --------------  -------------  -------------  --------------

         Continuing Operations (1):
              Revenues                      $ 688,342       $ 692,820      $ 727,440      $ 722,302      $2,830,904
              Equity in earnings of
                unconsolidated joint
                ventures                      109,916         111,892        109,591        110,945         442,344
              Income from continuing
                operations                    591,895         637,644        677,656        669,236       2,576,431
         Discontinued Operations (1):
              Revenues                         93,750          61,684         93,471         78,923         327,828
              Income (loss) from and
                gain on disposal of
                discontinued
                operations                    384,221          38,950         84,447        (49,904 )       457,714

         Net Income                           976,116         676,594        762,103        619,332       3,034,145

         Income per limited partner unit:

           Continuing operations             $   0.15        $   0.16       $   0.17       $   0.16        $   0.64
           Discontinued operations               0.09            0.01           0.02             --            0.12
                                          ------------  --------------  -------------  -------------  --------------
                  Total                      $   0.24        $   0.17       $   0.19       $   0.16        $   0.76
                                          ============  ==============  =============  =============  ==============
</TABLE>

         (1)  Certain   items  in  the  quarterly   financial   data  have  been
              reclassified    to    conform   to   2003    presentation.    This
              reclassification  had no  effect on net  income.  The  results  of
              operations relating to properties that were identified for sale as
              of  December  31,  2001  but sold  subsequently  are  reported  as
              continuing  operations.  The  results of  operations  relating  to
              properties  that were either  identified  for sale and disposed of
              subsequent to January 1, 2002 or were  classified as held for sale
              as of December  31, 2003 are reported as  discontinued  operations
              for all periods presented.

11.      Subsequent Event

         In March 2004, the Partnership  sold the property in Huntsville,  Texas
         for  $1,350,000  and  received  net  sales  proceeds  of  approximately
         $1,294,800 resulting in a gain of approximately $344,000, which will be
         recognized in the first quarter of 2004.



<PAGE>



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

         None.


Item 9A. Controls and Procedures

         The  General  Partners  maintain  a  set  of  disclosure  controls  and
procedures  designed to ensure that information  required to be disclosed in the
Partnership's  filings  under the  Securities  Exchange Act of 1934 is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms. The principal  executive
and  financial  officers of the  corporate  general  partner have  evaluated the
Partnership's  disclosure  controls and  procedures  as of the end of the period
covered  by this  Annual  Report  on Form  10-K and have  determined  that  such
disclosure controls and procedures are effective.

         There was no change in internal  control over financial  reporting that
occurred during the most recent fiscal quarter that has materially affected,  or
is  reasonably  likely to materially  affect,  internal  control over  financial
reporting.

                                    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-RP,  CCM, CNL Financial  Group,  Inc. and their
affiliates, all of which are affiliates of the General Partners.

         James M. Seneff, Jr., age 57. 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-RP, a public,  unlisted real
estate investment trust since 1994. Mr. Seneff served as Chief Executive Officer
of CNL-RP from 1994 through August 1999 and as Co-Chief  Executive  Officer from
December 2000 through September 2003. Mr. Seneff served as Chairman of the Board
and  Chief  Executive  Officer  of  CNL  Fund  Advisors,   Inc.,   formerly  the
Partnership's  advisor,  from  its  inception  in 1990  until it  merged  with a
wholly-owned  subsidiary  of CNL-RP in  September  1999,  and in June 2000,  was
re-elected  to those  positions of CNL Fund  Advisors,  Inc. CNL Fund  Advisors,
Inc.,  formerly CNL  Institutional  Advisors,  Inc., is a registered  investment
advisor. Mr. Seneff is a principal stockholder of CNL Holdings, Inc., the parent
company of CNL Financial 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 1973. CNL Financial Group, Inc. is and 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.,  all of which are  engaged  in the  business  of real  estate
finance.  Mr.  Seneff also serves as a Director and Chairman of the Board of CNL
Hospitality  Properties,  Inc., a public, unlisted real estate investment trust;
and served as Chief Executive Officer of CNL Hospitality  Properties,  Inc. from
its inception in 1997 until 2003 and served as Co-Chief  Executive  Officer from
February 2003 until May 1, 2003.  Mr. Seneff has served as Chairman of the Board
of CNL Hospitality Corp., the advisor to CNL Hospitality Properties, Inc., since
its inception in 1997.  Mr. Seneff also served as Chief  Executive  Officer from
its inception in 1997 through  February 2003,  and currently  serves as Co-Chief
Executive Officer of CNL Hospitality Corp. Mr. Seneff has served as Director and
Chairman  of the Board of CNL  Retirement  Corp.  since 1997 and served as Chief
Executive Officer of CNL Retirement Corp. from 1997 through 2003. CNL Retirement
Corp. is the advisor to CNL Retirement Properties, Inc., a public, unlisted real
estate  investment trust. Mr. Seneff has also served as Director and Chairman of
the Board of Commercial Net Lease Realty,  Inc., a public real estate investment
trust  that is listed on the New York Stock  Exchange,  since 1992 and served as
Chief Executive  Officer of Commercial Net Lease Realty,  Inc. from 1992 through
February 2004. Mr. Seneff has served as a Director,  Chairman of the Board,  and
Chief Executive Officer of CNL Securities Corp. since its formation in 1979; CNL
Investment  Company  since  1990;  and  CNL  Institutional  Advisors,   Inc.,  a
registered  investment  advisor for pension  plans,  since 1990.  Mr. Seneff has
served as Chairman of the Board and Chief  Executive  Officer of CNL  Commercial
Finance,  Inc.  since 2000.  Mr.  Seneff also serves as Chairman of the Board of
CNLBank, an independent,  state-chartered commercial 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 the
Florida  state  retirement  plan.  Mr.  Seneff  received  his degree in Business
Administration from Florida State University in 1968.

         Robert A.  Bourne,  age 56. 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 has
served as a Director and Vice  Chairman of the Board of CNL-RP  since 1994.  Mr.
Bourne also served as President of CNL-RP from 1994  through  February  1999 and
served as Treasurer  from  February  1999 through  August 1999 and from May 1994
through December 1994. Mr. Bourne served in various executive positions with CNL
Fund Advisors, Inc. prior to its merger with a wholly-owned subsidiary of CNL-RP
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. Mr. Bourne serves as Director,  Vice Chairman of the Board
and  Treasurer  and from  1997  until  June  2002  served  as  President  of CNL
Hospitality  Properties,  Inc. and as Director,  President  and Treasurer of CNL
Hospitality  Corp.  Mr.  Bourne  also serves as Director  and  Treasurer  of CNL
Retirement  Properties,  Inc.  and as Director and  Treasurer of CNL  Retirement
Corp. Mr. Bourne serves as a Director of CNLBank.  Mr. Bourne has also 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. Mr. Bourne 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. 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 48. Mr. McWilliams has served as President of
CNL-RP since May 2001 and as Chief  Executive  Officer of CNL-RP since September
2003.  Mr.  McWilliams  served as  Co-Chief  Executive  Officer  of CNL-RP  from
December 2000 through  September 2003 and served as Chief Executive Officer from
September 1999 through  December 2000. Mr.  McWilliams  also served as President
and Chief  Executive  Officer of CNL  Franchise  Network  Corp.,  a wholly owned
subsidiary  of CNL-RP  since  August 2002 and served as President of CNL-RP from
February 1999 until  September  1999 and as Executive  Vice  President of CNL-RP
from 1997 through  February  1999.  Mr.  McWilliams  served as an Executive Vice
President of CNL  Financial  Group,  Inc. from the time he joined the company in
April 1997 until September 1999. Mr.  McWilliams served as President of CNL Fund
Advisors,  Inc. and CNL Financial  Services,  Inc., a corporation engaged in the
business of real estate financing, from April 1997 until the acquisition of such
entities  by  wholly  owned  subsidiaries  of  CNL-RP 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.

         Steven  D.  Shackelford,  age  40.  Mr.  Shackelford  was  promoted  to
Executive  Vice  President  and Chief  Operating  Officer of CNL-RP in September
2003. Mr.  Shackelford has also served as Chief Financial  Officer since January
1997.  He served as Senior Vice  President  of CNL-RP from  January 1997 through
July 2000, when he was promoted to Executive Vice President. Mr. Shackelford has
also served as Secretary and Treasurer of CNL-RP since  September  1999. He also
served as Chief Financial Officer of CNL Fund Advisors, Inc. 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.

         Thomas Arasi, age 46. Mr. Arasi has served as President of CCM since it
was formed in July 2003 to provide  strategic  advisory  services to the General
Partners. He has served in various consulting capacities to CNL Hospitality Corp
and other CNL affiliates  since January 2003. Since November 2001 he has been an
independent  consultant  working  for a  variety  of  operating  and  investment
companies  in the  hospitality  industry.  Until  October  2001,  Mr.  Arasi was
President & Chief Executive  Officer,  and a member of the Board of Directors of
Lodgian,  Inc., a New York Stock  Exchange  traded  company,  one of the largest
independent hotel  owner/operators in North America, with hotel properties under
most brand names  including  Marriott,  Courtyard by Marriott,  Fairfield Inn by
Marriott,  Crowne  Plaza,  Holiday Inn,  Hilton,  and  Radisson.  From June 1997
through  November 2000,  Mr. Arasi was a member of the Management  Committee and
held  several top  operating  positions  with Bass Hotels & Resorts,  one of the
leading international owners, operators and franchisors of hotels, most recently
serving as President, Bass Hotels & Resort--The Americas. Mr. Arasi was formerly
President of Tishman  Hotel  Corporation,  Vice  President of Salomon  Brothers,
Inc.,  in New York,  Tokyo and Los Angeles  and held  positions  with  Sheraton,
Westin and HVS  International.  Mr. Arasi  graduated from Cornell  University in
January  1981,  where he received a  Bachelor's  degree in Hotel and  Restaurant
Administration.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the Exchange Act requires the General  Partners,  the
officers of the  corporate  General  Partner,  and persons who own more than ten
percent  of  a  registered  class  of  the   Partnership's   equity   securities
(collectively,  the  "Reporting  Persons"),  to file  reports of  ownership  and
changes in  ownership  on Forms 3, 4 and 5 with the SEC.  Reporting  Persons are
required by SEC regulation to furnish the  Partnership  with copies of all Forms
3, 4 and 5 that they file.

         Based  solely on the  General  Partners'  review of the  copies of such
forms the  Partnership  has  received and written  representations  from certain
Reporting  Persons  that they  were not  required  to file  Forms 5 for the last
fiscal year, the General  Partners  believe that all Reporting  Persons complied
with all filing  requirements  applicable  to them with respect to  transactions
during fiscal 2003.

Code of Business Conduct

         The  Partnership  does not have  employees  and,  accordingly,  has not
adopted a code of business  conduct  applicable  exclusively to the Partnership.
However,  employees of the General Partners or their  affiliates,  including the
individual  General Partners,  are bound by the Code of Business Conduct adopted
November 11, 2003 by CNL Holdings, Inc. Separately, the employees of the Advisor
are bound by the similar  Code of  Business  Conduct  adopted by CNL  Restaurant
Properties,  Inc. Each of these codes of business conduct will be made available
to any person who writes the Partnership requesting a copy.

Audit Committee Financial Expert

         Due to its organization as a limited partnership,  the Partnership does
not  have  an  audit   committee  that  is  responsible   for   supervising  the
Partnership's  relationship with its independent auditors.  For the Partnership,
this role is performed by the General Partners. Based on his previous service as
the principal  financial officer of companies with businesses similar to that of
the  Partnership,  Robert  A.  Bourne,  one of the  General  Partners,  has  the
requisite  experience to be considered an "audit committee  financial expert" as
defined  in  the  rules  under  the  Securities  Exchange  Act of  1934,  if the
Partnership  had an audit  committee.  As a General  Partner,  Mr. Bourne is not
independent of the Partnership.


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 12,  2004,  no person was known to the  Registrant  to be a
beneficial owner of more than 5% of the Units.

         The following  table sets forth,  as of March 12, 2004,  the beneficial
ownership interests of the General Partners in the Registrant.
<TABLE>
<CAPTION>

 <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.

         The Partnership has no equity compensation plans.


<PAGE>


                                       45
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, 2003,  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>

 <c>
                                                                                            Amount Incurred
         Type of Compensation                                                                 For the Year
            and Recipient                        Method of Computation                  Ended December 31, 2003
   ---------------------------------     --------------------------------------      -------------------------------

   Reimbursement  to affiliates for      Operating  expenses are reimbursed at       Accounting and
   operating expenses                    the  lower  of  cost  or  90%  of the       administra-tive services:
                                         prevailing  rate at which  comparable       $164,192
                                         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       $36,162
   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, 2003
   ---------------------------------     --------------------------------------      -------------------------------

   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) 3% 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' share of            Distributions of net sales proceeds         $-0-
   Partnership net sales                 from a sale or sales of substantially
   proceeds from a sale or sales         all of the Partnership's assets will be
   in liquidation of the                 distributed in the following order or
   Partnership                           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 Parnters


<PAGE>




                                                                                            Amount Incurred
         Type of Compensation                                                                 For the Year
            And Recipient                        Method of Computation                  Ended December 31, 2003
   ---------------------------------     --------------------------------------      -------------------------------

   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.
</TABLE>



Item 14.  Principal Accountant Fees and Services

         The  following  table  outlines  the only fees paid or  accrued  by the
Partnership  for the audit  and other  services  provided  by the  Partnership's
independent  certified public accountants,  PricewaterhouseCoopers  LLP, for the
years ended December 31:
<TABLE>
<CAPTION>

 <c>
                                           2003                  2002
                                      ----------------     -----------------

             Audit Fees (1)                $   15,743            $   13,400
             Tax Fees (2)                       7,884                 6,661
                                      ----------------     -----------------
                  Total                    $   23,627            $   20,061
                                      ================     =================
</TABLE>


         (1)  Audit  services  of  PricewaterhouseCoopers  LLP for 2003 and 2002
              consisted of the  examination  of the financial  statements of the
              Partnership and quarterly review of financial statements.

         (2)  Tax Fees relates to tax consulting and compliance services.

         Each of the  non-audit  services  described  above was  approved by the
General  Partners.  Due  to  its  organization  as a  limited  partnership,  the
Partnership does not have an audit committee.










<PAGE>


                                     PART IV


Item 15.   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, 2003 and 2002

           Statements of Income for the years ended December 31, 2003, 2002, and
           2001

           Statements  of  Partners'  Capital for the years ended  December  31,
           2003, 2002, and 2001

           Statements of Cash Flows for the years ended December 31, 2003, 2002,
           and 2001

           Notes to Financial Statements

    2.   Financial Statement Schedule

           Schedule II - Valuation and  Qualifying  Accounts for the years ended
           December 31, 2003, 2002 and 2001.

           Schedule III - Real Estate and  Accumulated  Depreciation at December
           31, 2003

           Notes to Schedule III - Real Estate and  Accumulated  Depreciation at
           December 31, 2003

           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,
                  1995, 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.)

           10.4   Assignment of  Management  Agreement  from CNL Fund  Advisors,
                  Inc. to CNL APF  Partners,  LP.  (Included as Exhibit 10.4 for
                  Form 10-Q filed with the Securities and Exchange Commission on
                  August 7, 2001 and incorporated herein be reference.)

           10.5   Assignment of Management  Agreement from CNL APF Partners,  LP
                  to CNL Restaurants  XVIII,  Inc.  (Included as Exhibit 10.5 to
                  Form 10-Q filed with the Securities and Exchange Commission on
                  August 13, 2002, and incorporated herein by reference.)

           31.1   Certification of Chief Executive  Officer of Corporate General
                  Partner Pursuant to Rule 13a-14 as Adopted Pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

           31.2   Certification of Chief Financial  Officer of Corporate General
                  Partner Pursuant to Rule 13a-14 as Adopted Pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

           32.1   Certification of Chief Executive  Officer of Corporate General
                  Partner Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant
                  to  Section  906 of the  Sarbanes-Oxley  Act of  2002.  (Filed
                  herewith.)

           32.2   Certification of Chief Financial  Officer of Corporate General
                  Partner Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant
                  to  Section  906 of the  Sarbanes-Oxley  Act of  2002.  (Filed
                  herewith.)

(b) The  Registrant  filed no reports  on Form 8-K during the period  October 1,
    2003 through December 31, 2003.





<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 24th day of
March, 2004.


                                           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>

 <c>
                   Signature                                 Title                                   Date



    /s/ Robert A. Bourne                     President,   Treasurer   and  Director             March 24, 2004
    ------------------------------------     (Principal Financial and Accounting
    Robert A. Bourne                         (Officer)



    /s/ James M. Seneff, Jr.                 Chief  Executive  Officer and Director             March 24, 2004
    ------------------------------------     (Principal Executive Officer)
    James M. Seneff, Jr.


</TABLE>






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

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  Years Ended December 31, 2003, 2002, and 2001

<TABLE>
<CAPTION>

 <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
----------    -----------------   --------------  ---------------  ----------------    -------------     ------------  ------------

  2001        Allowance for
                 doubtful
                 accounts (a)         $  63,507       $   46,935        $  109,684 (b)    $   1,519 (c)       $   --     $ 218,607
                                  ==============  ===============  ================    =============     ============  ============

  2002        Allowance for
                 doubtful
                 accounts (a)         $ 218,607         $     --        $    5,242 (b)    $ 184,891 (c)     $ 10,885      $ 28,073
                                  ==============  ===============  ================    =============     ============  ============

  2003        Allowance for
                 doubtful
                 accounts (a)        $   28,073         $     --          $     --          $    --         $  1,068      $ 27,005
                                  ==============  ===============  ================    =============     ============  ============

</TABLE>

(a) deducted from receivables and accrued rental income on the balance sheet.

(b) reduction of rental and other income.

(c) amounts written off as uncollectible.

<PAGE>



                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 2003

<TABLE>
<CAPTION>

 <c>
                                                                          Costs Capitalized
                                                                            Subsequent To          Net Cost Basis at Which
                                                   Initial Cost              Acquisition           Carried at Close of Period (c)
                                           --------------------------  ----------------------  ------------------------------------
                                Encum-                   Buildings and   Improve-     Carrying               Buildings and
                               brances        Land        Improvements    ments       Costs       Land       Improvements     Total
                              ----------   ------------  ------------  -------------  -------  ------------  ------------  --------

Properties the Partnership
  has Invested in Under
  Operating Leases:

    Bennigan's Restaurant:
      Mentor, Ohio (h)            -         $520,556    $1,135,584       $749,500        -      $520,556    $1,885,084    $2,405,640

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

    Golden Corral Buffet and Grill:
           Aberdeen, North Carolin-          406,989             -        849,648        -       406,989       849,648     1,256,637
           Norman, Oklahoma       -          763,892             -        939,205        -       763,892       939,205     1,703,097
           Augusta, Georgia       -          766,891             -      1,124,687        -       766,891     1,124,687     1,891,578

    Hardee's  Restaurants:
      Olive Branch, Mississippi   -          209,243             -              -        -       209,243            (e)      209,243
      Pawleys Island, South Caroli-a         307,911       593,997              -        -       307,911       593,997       901,908
      Cookeville, Tennessee       -          216,335             -              -        -       216,335            (e)      216,335
      Niceville, Florida          -          310,511       480,398              -        -       310,511       480,398       790,909

    Jack in the Box Restaurants:
      Port Arthur, Texas          -          426,378       646,811              -        -       426,378       646,811     1,073,189

    Japan Express Restaurant:
      Lancaster, South Carolina (j-          221,251             -              -        -       112,840            (e)      112,840

    Long John Silver's Restaurants:
      Lexington, Kentucky (i)     -          346,854             -              -        -       346,854             -       346,854
      Jackson, Tennessee          -          254,023             -              -        -       254,023            (e)      254,023
      Albuquerque, New Mexico     -          210,008       311,622              -        -       210,008       311,622       521,630
      Irving, Texas               -          454,448             -              -        -       454,448            (e)      454,448
      Neosho, Missouri            -          171,859             -              -        -       171,859            (e)      171,859

    Taco Cabana Restaurant:
      Houston, Texas              -          735,323       709,885                               735,323       709,885     1,445,208
      Houston, Texas              -          643,211       572,231              -        -       643,211       572,231     1,215,442

    Wendy's Old Fashioned
      Hamburgers Restaurants:
           Arlington, Virginia    -          592,917       678,893              -        -       592,918       678,893     1,271,811
                                         ------------  ------------  -------------  -------  ------------  ------------  -----------

                                         $13,356,532    $5,129,421     $3,663,040        -   $13,248,122    $8,792,461   $22,040,583
                                         ============  ============  =============  =======  ============  ============  ===========

Properties the Partnership has
    Invested in Under Direct
    Financing Leases:

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

         Japan Express Restaurant:
           Lancaster, South Caroli-a (k)           -       170,415              -        -             -            (e)          (e)

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

                                            $281,740    $2,807,908       $817,340        -
                                         ============  ============  =============  =======


</TABLE>

<PAGE>



                                  Life on Which
                                  Depreciation in
               Date                Latest Income
  Accumulated  of Con-   Date       Statement is
  Depreciation struction Acquired    Computed
  ------------  -------  -------     ------------






  $291,742    1995    10/94           (h)


        (d)    -      05/94           (d)
        (d)    -      05/94           (d)
        (d)    -      05/94           (d)
        (d)    -      05/94           (d)
        (d)    -      05/94           (d)
        (d)    -      07/94           (d)
        (d)    -      08/94           (d)
        (d)    -      08/94           (d)
        (d)    -      12/94           (d)
        (d)    -      12/94           (d)
        (d)    -      12/94           (d)
        (d)    -      03/95           (d)
        (d)    -      03/95           (d)


   262,051    1994    06/94           (b)
   283,221    1994    08/94           (b)
   337,713    1994    09/94           (b)


        (f)   1994    04/94           (f)
   191,517    1992    04/94           (b)
        (f)   1992    04/94           (f)
   154,929    1993    04/94           (b)


   199,496    1994    09/94           (b)


        (f)   1994    07/94           (f)


         -    1994    06/94           (i)
        (f)   1994    06/94           (f)
    89,208    1976    05/95           (b)
        (f)   1995    07/94           (f)
        (f)   1994    07/94           (f)


    49,299    1998    12/01           (b)
    30,206    1998    06/02           (b)



   204,661    1994    12/94           (b)
-----------

$2,094,043
===========






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


        (f)   1994    07/94           (f)


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











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

         NOTES TO SCHEDUE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                December 31, 2003


(a)      Transactions in real estate and accumulated depreciation are summarized
         below.  The  balances  in 2003,  2002 and 2001  have been  adjusted  to
         reflect  the   reclassification   of   properties   accounted   for  as
         discontinued operations.
<TABLE>
<CAPTION>

 <c>
                                                                                         Accumulated
                                                                     Cost               Depreciation
                                                              -------------------    --------------------

                 Properties the Partnership has Invested
                    in Under Operating Leases:

                      Balance, December 31, 2000                  $   21,480,907          $    1,388,398
                      Acquisition                                      1,445,207                      --
                      Dispositions                                    (1,797,548 )              (155,528 )
                      Depreciation expense                                    --                 286,595
                                                              -------------------    --------------------


                      Balance, December 31, 2001                       21,128,566               1,519,465
                      Acquisition                                       1,215,441                      --
                      Depreciation expense                                     --                 309,217
                                                              --------------------   ---------------------

                      Balance, December 31, 2002                       22,344,007               1,828,682
                      Loss of assets from casualty (i)                   (303,424 )               (50,795 )
                      Depreciation expense                                     --                 316,156
                                                              --------------------   ---------------------

                      Balance, December 31, 2003                   $   22,040,583          $    2,094,043
                                                              ====================   =====================
</TABLE>



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

(c)      As of December 31, 2003, the aggregate cost of the Partnership's wholly
         owned  Properties was $27,882,047 for federal income tax purposes.  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)      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)      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)      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.


<PAGE>


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

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

                                December 31, 2003


(h)      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.

(i)      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.  In December  2003,  this  Property was destroyed by fire. As of
         December 31,  2003,  the total  undepreciated  cost of the building was
         removed from the accounts; therefore, depreciation is not applicable.

(j)      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.  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 a provision  for  write-down of 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 2000,  the  Partnership  re-leased  the Property to a new
         tenant.   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.






<PAGE>



                                  EXHIBIT INDEX


Exhibit Number

    (a)  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,
                  1995, 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.)

          10.4    Assignment of  Management  Agreement  from CNL Fund  Advisors,
                  Inc. to CNL APF  Partners,  LP.  (Included as Exhibit 10.4 for
                  Form 10-Q filed with the Securities and Exchange Commission on
                  August 7, 2001 and incorporated herein be reference.)

          10.5    Assignment of Management  Agreement from CNL APF Partners,  LP
                  to CNL Restaurants  XVIII,  Inc.  (Included as Exhibit 10.5 to
                  Form 10-Q filed with the Securities and Exchange Commission on
                  August 13, 2002, and incorporated herein by reference.)

          31.1    Certification of Chief Executive  Officer of Corporate General
                  Partner Pursuant to Rule 13a-14 as Adopted Pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

          31.2    Certification of Chief Financial  Officer of Corporate General
                  Partner Pursuant to Rule 13a-14 as Adopted Pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

          32.1    Certification of Chief Executive  Officer of Corporate General
                  Partner Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant
                  to  Section  906 of the  Sarbanes-Oxley  Act of  2002.  (Filed
                  herewith.)

          32.2    Certification of Chief Financial  Officer of Corporate General
                  Partner Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant
                  to  Section  906 of the  Sarbanes-Oxley  Act of  2002.  (Filed
                  herewith.)




<PAGE>





                                  EXHIBIT 31.1

<PAGE>





                                  EXHIBIT 31.2


<PAGE>
                                  EXHIBIT 32.1



<PAGE>




                                  EXHIBIT 32.2