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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549
                                  FORM 10-K/A
                                Amendment No. 2
(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, 1998
                                            -----------------

                                 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) 650-1000

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

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

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

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

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

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

     Aggregate market value of the voting stock held by nonaffiliates of the
registrant:  The registrant registered an offering of 4,000,000 units of limited
partnership interest (the "Units") on Form S-11 under the Securities Act of
1933, as amended.  Since no established market for such Units exists, there is
no market value for such Units.  Each Unit was originally sold at $10 per Unit.

                     DOCUMENTS INCORPORATED BY REFERENCE:
                                     None
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     The Form 10-K of CNL Income Fund XV, Ltd. for the year ended December 31,
1998 is being amended to revise the disclosure under Item 1. Business.


                                 PART I

Item 1.  Business

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

     The Partnership was organized to acquire both newly constructed and
existing restaurant properties, as well as properties upon which restaurants
were to be constructed (the "Properties"), which are leased primarily to
operators of national and regional fast-food and family-style restaurant chains
(the "Restaurant Chains"). Net proceeds to the Partnership from its offering of
Units, after deduction of organizational and offering expenses, totalled
$35,200,000 and were used to acquire 45 Properties, including 15 Properties
consisting of only land and two Properties owned by a joint venture in which the
Partnership is a co-venturer, to pay acquisition fees totalling $2,200,000 to an
affiliate of the General Partners and to establish a working capital reserve for
Partnership purposes. During the year ended December 31, 1995, the tenant of two
Checkers Properties in Knoxville, Tennessee, and one Checkers Property in
Leavenworth, Kansas, which consisted of land only, exercised its option in
accordance with the lease agreements to substitute other Properties for these
three Properties. The Partnership sold the two Properties in Knoxville,
Tennessee, and the Property in Leavenworth, Kansas, and used the net sales
proceeds to acquire two Checkers Properties, consisting of land only, located in
Orlando and Bradenton, Florida. During the year ended December 31, 1996, the
Partnership acquired a Property in Clinton, North Carolina, with affiliates of
the General Partners as tenants-in-common. In addition, during the year ended
December 31, 1996, Wood-Ridge Real Estate Joint Venture, a joint venture in
which the Partnership is a co-venturer with an affiliate of the General
Partners, sold its two Properties to the tenant. The joint venture reinvested
the majority of the net sales proceeds in four Boston Market Properties (one of
which consisted of only land) and one Golden Corral Property. During the year
ended December 31, 1997, Wood-Ridge Real Estate Joint Venture reinvested the
remaining proceeds from the sales of the two Properties in 1996, in a Taco Bell
Property in Anniston, Alabama. In addition, during the year ended December 31,
1998, the Partnership acquired a Property in Fort Myers, Florida, with an
affiliate of the General Partners as tenants-in-common. As a result of the above
transactions, as of December 31, 1998, the Partnership owned 50 Properties. The
50 Properties include 14 wholly owned Properties consisting of only land, six
Properties owned by a joint venture in which the Partnership is a co-venturer
and two Properties owned with affiliates as tenants-in-common. The lessee of the
14 wholly owned Properties consisting of only land owns the buildings currently
on the land and has the right, if not in default under the leases, to remove the
buildings from the land at the end of the lease terms. The Properties are leased
on a triple-net basis with the lessees responsible for all repairs and
maintenance, property taxes, insurance and utilities.

     On March 11, 1999, the Partnership entered into an Agreement and Plan of
Merger with CNL American Properties Fund, Inc. ("APF"), pursuant to which the
Partnership would be merged with and into a subsidiary of APF (the "Merger").
APF is a real estate investment trust whose primary business is the ownership of
restaurant properties leased on a long-term, "triple-net" basis to operators of
national and regional restaurant chains. APF has agreed to issue shares of its
common stock, par value $0.01 per share (the "APF Shares"), as consideration for
the Merger. At a special meeting of the partners that is expected to be held in
the fourth quarter of 1999, Limited Partners holding in excess of 50% of the
Partnership's outstanding limited partnership interests must approve the Merger
prior to consummation of the transaction. If the Limited Partners at the special
meeting approve the Merger, APF will own the Properties and other assets of the
Partnership.

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

Leases

     Although there are variations in the specific terms of the leases, the
following is a summarized description of the general structure of the
Partnership's leases. The leases of the Properties owned by the Partnership, the
joint venture in which the Partnership is a co-venturer and the Properties owned
with affiliates as tenants-in-common, provide for initial terms ranging from 15
to 20 years (the average being 19 years) and expire between 2009 and 2018.
Generally, the leases are on a triple-net basis, with the lessees responsible
for all repairs and maintenance, property taxes, insurance and utilities. The
leases of the Properties provide for minimum base annual rental payments
(payable in monthly installments) ranging from approximately $22,500 to
$190,600. The majority of the leases provide for percentage rent, based on sales
in excess of a specified amount. In addition, the majority of the leases provide
that, commencing in specified lease years (generally the sixth or ninth lease
year), the annual base rent required under the terms of the lease will increase.

     Generally, the leases of the Properties provide for two to five five-year
renewal options subject to the same terms and conditions as the initial lease.
Lessees of 38 of the Partnership's 50 Properties also have been granted options
to purchase Properties at the Property's then fair market value after a
specified portion of the lease term has elapsed.  Fair market value will be
determined through an appraisal by an independent appraisal firm.  Under the
terms of certain leases, the option purchase price may equal the Partnership's
original cost to purchase the Property (including acquisition costs), plus a
specified percentage from the date of the lease or a specified percentage of the
Partnership's purchase price, if that amount is greater than the Property's fair
market value at the time the purchase option is exercised.

     In June 1998, October 1998 and January 1999, three tenants, Long John
Silvers, Inc., Finest Foodservice, LLP, and B.C. Superior, LLC, respectively,
filed for bankruptcy and rejected the leases relating to six of their ten leases
(including two Properties held by Wood-Ridge Real Estate Joint Venture) and
ceased making rental payments to the Partnership relating to those leases that
were rejected.  The Partnership will not recognize rental and earned income from
these six Properties until new tenants for these Properties are located or until
the Properties are sold and the proceeds from such sales are reinvested in
additional Properties.  As of March 11, 1999, the Partnership has continued
receiving rental payments on the Properties that have not been rejected.  While
Long John Silver's has not rejected or affirmed their remaining four leases,
there can be no assurance that some or all of the leases will not be rejected in
the future.  The lost revenues resulting from the six leases that were rejected,
as described above, and the possible rejection of the remaining four leases
could have an adverse effect on the results of operations of the Partnership if
the Partnership is unable to re-lease these Properties in a timely manner.  In
February 1999, the Partnership entered into a new lease for one of the six
Properties whose leases were rejected, with a new tenant. The lease terms for
this Property are substantially the same as the Partnership's other leases as
described above.  The General Partners are currently seeking either new tenants
or purchasers for the remaining five Properties.

Major Tenants

     During 1998, five lessees of the Partnership, Flagstar Enterprises, Inc.,
Checkers Drive-In Restaurants, Inc., Long John Silver's, Inc., Foodmaker, Inc.,
and Golden Corral Corporation, each contributed more than ten percent of the
Partnership's total rental income (including the Partnership's share of rental
income from six Properties owned by a joint venture and two Properties owned
with affiliates as tenants-in-common). As of December 31, 1998, Flagstar
Enterprises, Inc. was the lessee under leases relating to eight restaurants,
Checkers Drive-In Restaurants, Inc. was the lessee under leases relating to 14
restaurants, Long John Silver's, Inc. was the lessee under leases relating to
four restaurants (excluding four restaurants for which Long John Silver's
rejected the leases as a result of filing for bankruptcy as described above),
Foodmaker, Inc. was the lessee under leases relating to four restaurants and
Golden Corral Corporation was the lessee under leases relating to five
restaurants. It is anticipated that, based on the minimum rental payments
required by the leases, Flagstar Enterprises, Inc., Checkers Drive-In
Restaurants, Inc., Foodmaker, Inc., and Golden Corral Corporation each will
continue to contribute more than ten percent of the Partnership's total rental
income in 1999. In addition, five Restaurant Chains, Hardee's, Checkers Drive-In
Restaurants, Long John Silver's,
<PAGE>

Golden Corral Family Steakhouse Restaurants ("Golden Corral") and Jack in the
Box, each accounted for more than ten percent of the Partnership's total rental
income during 1998 (including the Partnership's share of rental income from six
Properties owned by a joint venture and two Properties owned with affiliates as
tenants-in-common). In 1999, it is anticipated that Hardee's, Checkers Drive-In
Restaurants, Golden Corral, and Jack in the Box each will continue to account
for more than ten percent of the total rental income to which the Partnership is
entitled under the terms of the leases. Any failure of these lessees or
Restaurant Chains could materially affect the Partnership's income if the
Partnership is not able to re-lease the Properties in a timely manner, as
described above. No single tenant or group of affiliated tenants lease
Properties with an aggregate carrying value in excess of 20 percent of the total
assets of the Partnership.

Joint Venture and Tenancy in Common Arrangements

     In August 1994, the Partnership entered into a joint venture arrangement,
Wood-Ridge Real Estate Joint Venture with CNL Income Fund XIV, Ltd., an
affiliate of the General Partners to purchase and hold two Properties. The
affiliate is a limited partnership organized pursuant to the laws of the State
of Florida. In September 1996, Wood-Ridge Real Estate Joint Venture sold its two
Properties to the tenant and as of December 31, 1997, had reinvested the
majority of the net sales proceeds in six replacement Properties. The joint
venture distributed the remaining net sales proceeds to the Partnership and its
co-venture partner on a pro-rata basis during 1997. The joint venture
arrangement provides for the Partnership and its joint venture partner to share
in all costs and benefits associated with the joint venture in accordance with
their respective percentage interests in the joint venture. The Partnership has
a 50% interest in Wood-Ridge Real Estate Joint Venture. The Partnership and its
joint venture partner are also jointly and severally liable for all debts,
obligations and other liabilities of the joint venture.

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

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

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

     In January 1996, the Partnership entered into an agreement to hold a Golden
Corral Property as tenants-in-common, with CNL Income Fund IV, Ltd., CNL Income
Fund VI, Ltd., and CNL Income Fund X, Ltd., each of which is an affiliate of the
General Partners.  The agreement provides for the Partnership and the affiliates
to share in the profits and losses of the Property in proportion to each co-
tenant's percentage interest.  The Partnership owns a 16 percent interest in
this Property.

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

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

     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

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

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

Employees

     The Partnership has no employees.  The officers of CNL Realty Corporation
and the officers and employees of CNL Fund Advisors, Inc. perform certain
services for the Partnership.  In addition, the General Partners have available
to them the resources and expertise of the officers and employees of CNL Group,
Inc., a diversified real estate company, and its affiliates, who may also
perform certain services for the Partnership.
<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 17th day of
December, 1999.

                                 CNL INCOME FUND XV, LTD.

                                 By:     CNL REALTY CORPORATION
                                         General Partner

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


                                 By:     ROBERT A. BOURNE
                                         General Partner

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


                                 By:     JAMES M. SENEFF, JR.
                                         General Partner

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

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

<TABLE>
<CAPTION>
Signature                               Title                             Date
---------                               -----                             ----
<S>                          <C>                                      <C>
/s/ Robert A. Bourne         President, Treasurer and Director        December 17, 1999
------------------------     (Principal Financial and Accounting
Robert A. Bourne             Officer)


/s/ James M. Seneff, Jr.     Chief Executive Officer and              December 17, 1999
------------------------     Director (Principal Executive
James M. Seneff, Jr.         Officer)
</TABLE>