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, 2002

                                       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, 1999, 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, 2000, the Partnership sold its
interest in Duluth Joint  Venture to an affiliate  of the General  Partners.  In
addition,  during 2000,  the  Partnership  sold a Property in  Lexington,  North
Carolina  and  used  the  net  sales  proceeds  to  invest  in a  joint  venture
arrangement,  TGIF  Pittsburgh  Joint  Venture,  with  affiliates of the General
Partners, to purchase and hold one Property.  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., 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. The Property in Stratford,
New Jersey  consisted of land only.  The  Partnership  reinvested  the net sales
proceeds from the sale of the Property in Redlands,  California in a Property in
Houston,  Texas. The Partnership  intends to reinvest the proceeds from the sale
of the  Properties in Medina,  Ohio and  Stratford,  New Jersey in an additional
Property.

         As of December 31, 2002, the Partnership owned 36 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   three   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  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.
<PAGE>

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
2022.  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
five-year  renewal  options  subject  to the same  terms and  conditions  as the
initial lease.  Lessees of 39 of the  Partnership's 46 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 2002, the Partnership reinvested the net sales proceeds from the
sale of its Property in Redlands,  California  in a Property in Houston,  Texas.
The  lease  terms  for  this  Property  are   substantially   the  same  as  the
Partnership's other leases, as described above.

         During  2001,   Phoenix   Restaurant  Group,  Inc.  ("PRG")  filed  for
bankruptcy and neither rejected, nor affirmed the lease relating to the Property
in Bartlesville,  Oklahoma. During 2002, the bankruptcy court assigned the lease
relating to this Property to SWAC, LLC. All other lease terms remained the same.

Major Tenants

         During 2002,  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  rental  revenues  from  Properties  owned by joint
ventures and  Properties  owned with  affiliates  as  tenants-in-common).  As of
December  31,  2002,  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 2003. In addition, four Restaurant Chains, Hardee's, Checker's, Long
John  Silver's,  and  Golden  Corral,  each  accounted  for more than 10% of the
Partnership's  total rental revenues  during 2002  (including the  Partnership's
share of rental revenues from Properties  owned by joint ventures and Properties
owned with  affiliates as  tenants-in-common).  In 2003, 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  income if the Partnership is not able to re-lease the
Properties in a timely manner.  No single tenant or group of affiliated  tenants
lease Properties with an aggregate  carrying value in excess of 20% of the total
assets of the Partnership.
<PAGE>

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, 2002:
<TABLE>
<CAPTION>

               Entity Name             Year      Ownership          Partners                     Property
<S>     <C>
      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 Spring, MS
           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>


         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
business entity. 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 business entity.

         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.
<PAGE>

         The joint  venture  and  tenancy  in common  agreements  restrict  each
party's  ability to sell,  transfer  or assign  its joint  venture or tenancy in
common 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.

         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. (formerly known as CNL Restaurants XVIII, 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. CNL APF Partners, LP assigned its rights in, and
its  obligations  under,  the management  agreement with the  Partnership to RAI
Restaurants,  Inc. ("the Advisor")  effective  January 1, 2002. All of the terms
and  conditions  of the  management  agreement,  including  the payment of fees,
remained  unchanged.  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 had 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.

Competition

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

Employees

         The  Partnership   has  no  employees.   The  officers  of  CNL  Realty
Corporation and the officers and employees of CNL American Properties Fund, Inc.
("APF"),  the parent company of the Advisor,  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.

<PAGE>


Item 2.  Properties

         As of December 31, 2002, the Partnership owned 46 Properties. Of the 46
Properties,  36 are  owned by the  Partnership  in fee  simple,  seven are owned
indirectly  through  three  joint  venture  arrangements  and  three  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.  Reference
is made to the  Schedule  of Real  Estate  and  Accumulated  Depreciation  for a
listing of the Properties and their respective costs, including acquisition fees
and certain acquisition expenses.

Description of Properties

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

         The following  table lists the  Properties  owned,  either  directly or
indirectly,  by the Partnership as of December 31, 2002 by state.  More detailed
information  regarding  the  location  of the  Properties  is  contained  in the
Schedule of Real Estate and Accumulated Depreciation for the year ended December
31, 2002.

          State                  Number of Properties

          Alabama                            1
          Florida                           10
          Georgia                            5
          Kentucky                           1
          Minnesota                          1
          Mississippi                        1
          Missouri                           2
          New Mexico                         1
          North Carolina                     4
          Ohio                               1
          Oklahoma                           2
          Pennsylvania                       3
          South Carolina                     4
          Tennessee                          4
          Texas                              5
          Virginia                           1
                                        -------
          TOTAL PROPERTIES                  46
                                        =======

         Buildings. Each of the Properties owned, either directly or indirectly,
by the  Partnership  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 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, 2002, 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 $28,871,382 and $12,091,259, respectively.
<PAGE>

         The following  table lists the  Properties  owned,  either  directly or
indirectly, by the Partnership as of
December 31, 2002 by Restaurant Chain.

               Restaurant Chain              Number of Properties

                Bennigan's                              2
                Boston Market                           2
                Checkers                               13
                Denny's                                 2
                Golden Corral                           5
                Hardee's                                7
                Jack in the Box                         1
                Japan Express                           1
                Long John Silver's                      5
                Sonny's Bar-B-Q                         1
                TGI Fridays                             1
                Taco Bell                               1
                Taco Cabana                             2
                Wendy's                                 1
                Other                                   2
                                                   -------
                TOTAL PROPERTIES                       46
                                                   =======

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

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

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

         At December 31, 2002,  2001,  2000,  1999 and 1998, the Properties were
100%, 98%, 92%, 98% and 88% occupied,  respectively. The following is a schedule
of the average rent per Property for the years ended December 31:
<TABLE>
<CAPTION>

                                      2002              2001              2000              1999              1998
                                  --------------    -------------    --------------    -------------     -------------
<S>     <C>
Rental Income (1)(2)                $ 3,669,076     $ 3,528,678       $ 3,555,125       $3,568,289        $3,461,756
Properties (2)                               46              47                48               50                50
Average Per Property                     79,763      $   75,078         $  74,065         $ 71,366          $ 69,235
</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 and generated no rental income.

<PAGE>

         The following is a schedule of lease expirations for leases in place as
of December 31, 2002 for the next ten years and thereafter.
<TABLE>
<CAPTION>

                                                                           Percentage of
                               Number            Annual Rental             Gross Annual
  Expiration Year            of Leases              Revenues               Rental Income
--------------------      -----------------    -------------------       ------------------
<S>     <C>
        2003                   --                $      --                        --
        2004                   --                       --                        --
        2005                   --                       --                        --
        2006                   --                       --                        --
        2007                   --                       --                        --
        2008                   --                       --                        --
        2009                    5                  576,196                    15.84%
        2010                   --                       --                        --
        2011                    3                  122,604                     3.37%
        2012                    2                  146,872                     4.04%
        Thereafter             36                2,790,989                    76.75%
                       -----------------     ------------------      --------------------
          Total                46            $   3,636,661                   100.00%
                       =================     ==================      ====================
</TABLE>

         Leases  with Major  Tenants.  The terms of each of the leases  with the
Partnership's  major  tenants as of December  31,  2002 (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 or any affiliate of
the General Partners,  nor any of their respective  Properties,  is party to, or
subject to, any material pending legal proceedings.


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

         Not applicable.
<PAGE>

                                     PART II


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

(a)          As of March 10,  2003  there  were  2,700  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  2002,
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, 2002, 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 2002 and 2001 other than
pursuant to the Plan, net of commissions.
<TABLE>
<CAPTION>

                                              2002 (1)                                 2001 (1)
                                -------------------------------------    -------------------------------------
                                High         Low          Average        High         Low          Average
                                ---------    ---------    -----------    ---------    ---------    -----------
<S>     <C>
        First Quarter              $6.45        $6.00         $ 6.08       $10.00        $6.24         $ 9.13
        Second Quarter               (2)          (2)            (2)         6.66         6.00           6.52
        Third Quarter               7.18         5.79           6.43         6.10         4.73           5.77
        Fourth Quarter               (2)          (2)            (2)         6.89         6.11           6.57
</TABLE>

(1)      A total of 16,339 and 29,170 Units were transferred other than pursuant
         to  the  Plan  for  the  years  ended   December  31,  2002  and  2001,
         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, 2002,  the  Partnership  declared cash
distributions of $3,300,000 to the Limited Partners. For the year ended December
31,  2001,  the   Partnership   declared  cash   distributions   of  $3,200,000.
Distributions  for  the  year  ended  December  31,  2002,  included  a  special
distribution of $100,000  representing  cumulative  excess  operating  reserves.
Distributions  of $800,000 were declared to the Limited Partners at the close of
each of the Partnership's  calendar quarters during 2002 and 2001. These amounts
include monthly  distributions made in arrears for the Limited Partners electing
to receive  such  distributions  on this basis.  No amounts  distributed  to the
Limited Partners for the years ended December 31, 2002 and 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. 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              2002              2001
                -----------------          -----------       ----------
                   March 31                $ 800,000          $ 800,000
                   June 30                   800,000            800,000
                   September 30              800,000            800,000
                   December 31               900,000            800,000

<PAGE>

         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.


Item 6.  Selected Financial Data Year ended December 31:
<TABLE>
<CAPTION>

                                              2002             2001             2000            1999             1998
                                       ----------------- ------------------ -------------  ---------------- ---------------
<S>     <C>
Continuing Operations (4):
      Revenues                             $  3,102,490     $ 2,990,002     $ 3,221,628    $  3,592,074     $ 3,289,275
      Equity in earnings of joint
         ventures                               442,344         435,249         296,929         259,508         236,553
      Income from continuing
         operations (1)                       2,699,117       2,534,477       2,844,431       2,676,998       2,567,237

Discontinued Operations (4):
      Revenues                                   56,242         147,084         177,296         147,144         195,843
      Income (loss) from discontinued
         operations (2)                         335,028         105,724        (220,016)         92,977          75,260

Net income                                    3,034,145       2,640,201       2,624,415       2,769,975       2,642,497

Net income (loss) per Unit:
      Continuing operations                  $     0.67       $    0.63       $    0.72       $    0.65       $    0.62
      Discontinued operations                      0.09            0.03           (0.06)           0.04            0.04
                                       ----------------- ----------------------------------------------- ---------------
        Total                                $     0.76       $    0.66       $    0.66       $    0.69       $    0.66
                                       ================= =============================================== ===============

Cash distributions declared (3)            $  3,300,000     $ 3,200,000     $ 3,200,000     $ 3,200,000     $ 3,400,000

Cash distributions declared per
      Unit (3)                                     0.83            0.80            0.80            0.80            0.85

At December 31:
Total assets                              $  34,727,532    $ 34,832,208    $ 34,465,658    $ 36,073,980    $ 36,356,904
Total partners' capital                      33,634,636      33,900,491      34,460,290      35,035,875      35,465,900
</TABLE>

<PAGE>


(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,  2002,  2001,  2000,  1999  and 1998  includes  $129,598,
         $512,523, $52,501, $258,995 and $531,538,  respectively, from provision
         for write-down of assets.

(2)      Income (loss) from discontinued  operations for the year ended December
         31, 2002 includes  $304,600 from gain on sale of assets.  Income (loss)
         from discontinued  operations for the years ended December 31, 2002 and
         2000 includes  $8,624 and $394,474,  respectively,  from  provision for
         write-down of assets.

(3)      Distributions for the years ended December 31, 2002 and 1998, include a
         special  distribution to the Limited Partners of $100,000 and $200,000,
         respectively, which represented cumulative excess operating reserves.

(4)      Certain  items in the  prior  years'  financial  statements  have  been
         reclassified to conform to 2002 presentation.  These  reclassifications
         had no effect on net  income.  The  results of  operations  relating to
         properties that were either disposed of or that were classified as held
         for  sale  as  of  December  31,  2002  are  reported  as  discontinued
         operations.  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.
<PAGE>

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


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

         The  Partnership  was  organized on  September 2, 1993,  to acquire for
cash,  either  directly  or  through  joint  venture  arrangements,  both  newly
constructed  and  existing  restaurant  Properties,  as well as land upon  which
restaurant  Properties  were  to be  constructed,  to  be  leased  primarily  to
operators  of  selected   national  and  regional   fast-food  and  family-style
Restaurant Chains. The leases are generally  triple-net leases, with the lessees
responsible  for all repairs and  maintenance,  property  taxes,  insurance  and
utilities.  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, 2000, the Partnership owned 40 Properties directly
and ten  Properties  indirectly  through  joint  venture  or  tenancy  in common
arrangements.  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.

Capital Resources

         Cash  from  operating  activities  was  $3,355,765,   $3,097,228,   and
$3,325,920,  for the years ended December 31, 2002, 2001 and 2000, respectively.
The increase in cash from operating activities during 2002, as compared to 2001,
was a result of changes in income and expenses and changes in the  Partnership's
working capital.  The decrease in cash from operating  activities during 2001 as
compared to the previous year was the result of changes in income and expenses.

         Other sources and uses of cash included the following  during the years
ended December 31, 2002, 2001 and 2000.

         During  2000,  the  Partnership  contributed  $252,591 to Duluth  Joint
Venture to pay for construction costs. In October 2000, the Partnership sold its
33% interest in Duluth Joint Venture, to CNL Income Fund VII, Ltd. for $610,032.
The  proceeds  from the sale  exceeded  the basis of the  interest in this joint
venture resulting in a gain of $38,003.

         The Partnership  committed to fund up to $749,500 for renovation  costs
for the Property in Mentor, Ohio upon re-leasing the Property to a new tenant in
1999. All of the renovation costs were incurred and paid during 2000.

         In January 2000, the Partnership sold its Property in Lexington,  North
Carolina,  and received net sales  proceeds of $562,130,  resulting in a loss of
$88,869,  which the Partnership recorded at December 31, 1999. In June 2000, the
Partnership used the net sales proceeds  received from the sale of this Property
to enter into a joint venture arrangement,  TGIF Pittsburgh Joint Venture,  with
CNL Income Fund VII, Ltd., CNL Income Fund XVI, Ltd., and CNL Income Fund XVIII,
Ltd.,  each a  Florida  limited  partnership  and an  affiliate  of the  General
Partners,   to  purchase  and  hold  one   restaurant   Property  in  Homestead,
Pennsylvania.  As of December 31, 2002, the Partnership  owned a 23.62% interest
in the profits and losses of the joint venture.

         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. As of December 31, 2002, the Partnership had contributed
approximately  $1,269,700  and owned 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.
<PAGE>

         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. As of December 31, 2001, the Partnership
and the other joint  venture  partner had each received  approximately  $400,000
representing a return of capital from the net sales proceeds.

         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. As of December 31, 2001,
the Partnership had 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.  As
of December 31, 2002, the Partnership owned 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, 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 intends to use the proceeds from the sale of the other
Properties to invest in additional Properties.

         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.
<PAGE>

         Currently,   cash  reserves,   rental  income  from  the  Partnership's
Properties and any net sales proceeds from the sale of Properties,  are invested
in money market accounts or other short-term,  highly liquid investments such as
demand  deposit  accounts  at  commercial  banks,   money  market  accounts  and
certificates  of deposit  with less than a 90-day  maturity  date,  pending  the
Partnership's use of such funds to pay Partnership expenses,  make distributions
to partners or reinvest in  additional  Properties.  At December 31,  2002,  the
Partnership had $2,317,004  invested in such short-term  investments as compared
to  $1,364,847 at December 31, 2001.  The increase in cash and cash  equivalents
was because as of December 31, 2002 the  Partnership  had not reinvested the net
sales  proceeds  received from the sales of the  Properties in Medina,  Ohio and
Stratford, New Jersey. As of December 31, 2002, the average interest rate earned
on the rental income  deposited in demand deposit  accounts at commercial  banks
was  approximately  one percent  annually.  The funds  remaining at December 31,
2002, after investment in additional Properties and payment of distributions and
other liabilities, will be used to meet the Partnership's working capital needs.

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 $3,300,000  for the year ended  December 31, 2002 and $3,200,000 for
the years ended December 31, 2001 and 2000.  This  represents  distributions  of
$0.83 for the year ended December 31, 2002 and $0.80 for each of the years ended
December 31, 2001 and 2000. No  distributions  were made to the General Partners
for the years ended December 31, 2002, 2001 and 2000. No amounts  distributed to
the Limited  Partners for the years ended  December  31, 2002,  2001 or 2000 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, 2002, 2001 and 2000.

         As of December  31, 2002 and 2001,  the  Partnership  owed  $20,605 and
$20,970,  respectively,  to related  parties for accounting  and  administrative
services  and  management  fees.  As of March  15,  2003,  the  Partnership  had
reimbursed  the  affiliates  for these  amounts.  Other  liabilities,  including
distributions  payable,  increased to  $1,072,291  at December  31,  2002,  from
$910,747 at December 31, 2001 primarily as a result of an increase in rents paid
in advance and deposits. The increase was partially offset by a decrease in real
estate taxes payable and deferred rental income during 2002 as compared to 2001.
The General Partners believe that the Partnership has sufficient cash on hand to
meet its current working capital needs.
<PAGE>

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 Accounting Standard 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  periodically  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.

         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, 2002 to year ended December 31, 2001

         Total rental  revenues were  $3,048,101  during the year ended December
31, 2002 as compared to $2,887,160  for the same period of 2001. The increase in
rental  revenues  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,  the increase in revenues during 2002 was also partially due
to the Partnership receiving approximately $87,500 of rental payments related to
the Property in Bartlesville,  Oklahoma.  During 2000, Phoenix Restaurant Group,
Inc. ("PRG"), the tenant of this Property,  experienced  financial  difficulties
and ceased  payment of rent.  As a result,  the  Partnership  stopped  recording
rental  revenues  during the quarter ended March 31, 2001. In October 2001,  PRG
filed for bankruptcy  and resumed  payment of rent to the  Partnership  from the
bankruptcy date through April 30, 2002. The Partnership  re-leased this Property
to a new tenant in May 2002. In addition, revenues 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 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.
<PAGE>

         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 below.

         During  the  year  ended  December  31,  2002,  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 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,
2002, 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 2003. In addition,  during the year ended December 31, 2002,  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 rental revenues from Properties
owned by joint  ventures and  Properties  owned with  affiliates  of the General
Partners  as  tenants-in-common).  In 2003,  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  income  if the  Partnership  is not  able  to  re-lease  the
Properties in a timely manner.

         During the year ended  December 31, 2002, the  Partnership  also earned
$15,178 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 $845,717 for the year ended  December
31,  2002 as  compared  to  $1,309,528  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.  In
addition,  during 2001, the  Partnership  recorded a provision for write-down of
assets of $223,839  related to the Property in  Bartlesville,  Oklahoma.  During
2001, the Partnership  also recorded bad debt expense of  approximately  $46,900
relating to this Property. The tenant of the Property, Phoenix Restaurant Group,
Inc., experienced financial difficulty and filed for bankruptcy during 2001. The
Partnership  re-leased  this  Property  to a new tenant in May 2002 and sold the
Property in Greer, South Carolina 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.  The decrease in operating  expenses  during
2002 was partially  offset because the  Partnership  increased the provision for
write-down  of assets  relating  to the  Property in  Bartlesville,  Oklahoma by
$129,598. The provision represented the difference between the carrying value of
the Property at December 31, 2002 and its estimated fair value.
<PAGE>

         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.

         During 2002, the Partnership  identified and sold three Properties that
met the criteria of this standard and were classified as Discontinued Operations
in the accompanying financial statements.  During 2000, the Partnership recorded
a provision for  write-down  of assets in the amount of $394,474  related to the
Property in Medina,  Ohio because  during 1998 the tenant of the Property  filed
for bankruptcy and rejected its lease. The provision  represented the difference
between  the  carrying  value  of the  Property  at  December  31,  2000 and its
estimated  fair  value.  During  2002,  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. The Partnership  reinvested the proceeds from the sale
of one Property in an  additional  Property and intends to reinvest the proceeds
from the other Properties during 2003.

Comparison of year ended December 31, 2001 to year ended December 31, 2000

         Total rental  revenues were  $2,887,160  during the year ended December
31, 2001 as compared to $3,097,681  for the same period of 2000. The decrease in
rental  revenues during 2001, as compared to 2000, was partially due to the fact
that the Partnership sold its Properties in Greer, South Carolina,  and Woodland
Hills and Altadena,  California  during 2001.  The  Partnership  reinvested  the
proceeds  from the sale of  these  Properties  in a  Property  in Blue  Springs,
Missouri, as tenants-in-common  with an affiliate of the General Partners and in
a joint  venture  arrangement,  CNL  VII,  XV  Columbus  Joint  Venture  with an
affiliate  of the General  Partners.  As a result of this  reinvestment,  rental
revenues  will  remain at reduced  amounts  while  equity in  earnings  of joint
ventures has  increased.  Rental  revenues  were also higher in 2000 because the
Partnership received  approximately $99,100 in bankruptcy proceeds in connection
with the bankruptcy filing by Long John Silver's, Inc. in 1998.

         In addition, rental revenues decreased during 2001 as compared to 2000,
due to the fact that PRG, the tenant of the Property in Bartlesville,  Oklahoma,
experienced financial difficulties during 2000, ceased making rental payments to
the  Partnership,  and filed for  bankruptcy in October  2001. As a result,  the
Partnership  stopped  recording  rental revenue  relating to this Property.  The
Partnership re-leased this Property to a new tenant in May 2002.

         The Partnership also earned $23,529 in contingent rental income for the
year ended December 31, 2001 as compared to $28,165 for the same period of 2000.
Contingent  rental  income  decreased  during  2001  primarily  as a result of a
decrease in gross  sales of certain  restaurant  Properties  that are subject to
leases requiring the payment of contingent rent.

         During  the year  ended  December  31,  2001,  the  Partnership  earned
$435,249 in net income earned by  unconsolidated  joint  ventures as compared to
$296,929 for the same period of 2000. The increase in net income earned by joint
ventures during 2001 was primarily  attributable to the Partnership investing in
a Property in Blue  Springs,  Missouri in April 2001,  with an  affiliate of the
General  Partners,  and in a Property in Homestead,  Pennsylvania  in June 2000,
with an affiliate of the General Partners.  The increase in net income earned by
joint ventures during 2001, as compared to 2000, was also partially attributable
to the  Partnership  investing  in CNL VII, XV Columbus  Joint  Venture  with an
affiliate of the General Partners in August 2001. The increase in net income was
partially offset because 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.  This  resulted  in a loss to the joint  venture  of
approximately $84,500.  However, in conjunction with the sale of its Property in
Paris,  Texas,  Wood-Ridge  Real  Estate  Joint  Venture  received  $200,000  in
consideration  for the joint venture  releasing the tenant from its  obligations
under the lease.  As of December 31, 2001, the  Partnership  and the other joint
venture partner had each received $400,000 representing a return of capital from
the net sales proceeds. The Partnership used these proceeds to invest in a joint
venture arrangement, CNL VII, XV Columbus Joint Venture.
<PAGE>

         During the year ended  December 31, 2001, the  Partnership  also earned
$79,313,  as compared to $ 95,782 for the same period of 2000,  in interest  and
other income. The decrease in interest and other income during 2001, as compared
to 2000, was primarily  attributable to the  reinvestment of sales proceeds from
the sale of  Properties  during  2000.  The decrease  during 2001 was  partially
offset by an increase in interest  income related to the  Partnership's  sale of
its Property in Greer,  South  Carolina,  for which the  Partnership  accepted a
promissory note.

         Operating expenses, including depreciation and amortization expense and
provision for  write-down of assets were  $1,309,528 for the year ended December
31, 2001 as compared to $712,129 for the same period of 2000. Operating expenses
were higher during 2001 as a result of the Partnership  recording provisions for
write-down of assets  relating to the  Properties in Greer,  South  Carolina and
Bartlesville,  Oklahoma,  as described  above.  The provisions  represented  the
difference between the carrying value of the Properties and their estimated fair
values.  During  2001,  the  Partnership  also  recorded  bad  debt  expense  of
approximately  $46,900  relating to the Property in Bartlesville,  Oklahoma,  as
described  above.  The Partnership also incurred real estate taxes in connection
with this Property.

         The  increase in  operating  expenses  during  2001 was also  partially
attributable  to an increase in the costs incurred for  administrative  expenses
for servicing the Partnership and its Properties.  In addition,  the increase in
operating  expenses  during 2001, as compared to 2000,  was partially due to the
Partnership  incurring additional state taxes in states in which the Partnership
conducts  business.  The increase in operating expenses during 2001, as compared
to 2000, was partially offset by a decrease in depreciation  expense as a result
of the sales of several Properties during 2001 and 2000.

         The  Partnership  incurred  $45,089  during 2000 in  transaction  costs
related to the General Partners retaining financial and legal advisors to assist
them in  evaluating  and  negotiating  a proposed  merger  with APF.  The merger
negotiations were terminated in March 2000.

         As a  result  of the  sales  of  several  Properties,  the  Partnership
recognized gains totaling  $418,754 during 2001 as compared to $38,003 resulting
from the sale of one Property in 2000.

         The  restaurant  industry  has been  relatively  resilient  during this
volatile time with steady performance during 2002. However, the industry remains
in a state of cautious optimism.  Restaurant  operators expect their business to
be better in 2003,  according to a nationwide  survey  conducted by the National
Restaurant  Association,   but  are  concerned  by  the  budget  deficits  being
experienced  by many states and the  potential  of new taxes on the  industry to
alleviate the situation.

         The  Partnership's  leases  as of  December  31,  2002,  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,  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 (more  commonly  referred to as  special-purpose  entities or
off-balance sheet  structures),  FIN 46 requires that a variable interest entity
be considered 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.  Consolidation  of  variable
interests  entities will provide more complete  information about the resources,
obligations,   risks  and  opportunities  of  the  consolidated   company.   The
consolidation  requirements  of FIN 46 apply  immediately  to variable  interest
entities  created  after  January 31, 2003,  and to older  entities in the first
fiscal year or interim period beginning after June 15, 2003. Management believes
adoption  of this  standard  may result in either  consolidation  or  additional
disclosure  requirements with respect to the Partnership's  unconsolidated joint
ventures  or  Properties  held  with  affiliates  of  the  General  Partners  as
tenants-in-common,  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>


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                                 25-37



<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, 2002 and 2001,  and the results of its  operations
and its cash flows for each of the three years in the period ended  December 31,
2002 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  Standard  No.  144
"Accounting for the Impairment or Disposal of Long-Lived Assets."



/s/ PricewaterhouseCoopers LLP

Orlando, Florida
January 31, 2003
<PAGE>




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

                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                    December 31,
                                                                           2002                       2001
                                                                   ---------------------      ---------------------
<S>     <C>
                              ASSETS

Real estate properties with operating leases, net                       $    21,447,308            $    20,557,652
Net investment in direct financing leases                                     4,569,326                  4,805,598
Real estate held for sale                                                            --                  1,751,473
Investment in joint ventures                                                  4,455,920                  4,554,955
Cash and cash equivalents                                                     2,317,004                  1,364,847
Receivables, less allowance for doubtful accounts of
     $1,068 and $191,602, respectively                                           37,849                     21,795
Due from related parties                                                             --                     15,022
Accrued rental income, less allowance for doubtful
      accounts of $27,005 in 2002 and 2001                                    1,857,219                  1,727,416
Other assets                                                                     42,906                     33,450
                                                                   ---------------------      ---------------------

                                                                        $    34,727,532            $    34,832,208
                                                                   =====================      =====================

         LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                                          $       6,985              $       5,993
Real estate taxes payable                                                         2,109                     29,605
Distributions payable                                                           900,000                    800,000
Due to related parties                                                           20,605                     20,970
Rents paid in advance and deposits                                              163,197                     68,253
Deferred rental income                                                               --                      6,896
                                                                   ---------------------      ---------------------
        Total liabilities                                                     1,092,896                    931,717


Partners' capital                                                            33,634,636                 33,900,491
                                                                   ---------------------      ---------------------

                                                                        $    34,727,532            $    34,832,208
                                                                   =====================      =====================

</TABLE>

                 See accompanying notes to financial statements.
<PAGE>


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

                              STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                                              Year Ended December 31,
                                                                   2002                 2001                 2000
                                                             ------------------   -----------------    -----------------
<S>     <C>
Revenues
    Rental income from operating leases                          $   2,494,080       $   2,381,179        $   2,451,850
    Earned income from direct financing leases                         554,021             505,981              645,831
    Contingent rental income                                            39,211              23,529               28,165
    Interest and other income                                           15,178              79,313               95,782
                                                             -----------------    -----------------    ----------------
                                                                     3,102,490           2,990,002            3,221,628
                                                             ------------------   -----------------    ----------------

Expenses:
    General operating and administrative                               280,597             321,495              187,279
    Property expenses                                                   28,772              33,621               18,596
    Bad debt expense                                                        --              46,935                   --
    Management fees to related parties                                  36,043              33,498               35,870
    State and other taxes                                               41,960              55,122               35,676
    Depreciation and amortization                                      328,747             306,334              337,118
    Provision for write-down of assets                                 129,598             512,523               52,501
    Transaction costs                                                       --                  --               45,089
                                                              ----------------   -----------------    -----------------
                                                                       845,717           1,309,528              712,129
                                                             ------------------   -----------------    -----------------

Income Before Gain on Sale of Assets and Equity in Earnings
    of Joint Ventures                                                2,256,773           1,680,474            2,509,499

Gain on Sale of Assets                                                      --             418,754               38,003

Equity in Earnings of Joint Ventures                                   442,344             435,249              296,929
                                                             ------------------   -----------------    -----------------

Income from Continuing Operations                                    2,699,117           2,534,477            2,844,431
                                                             ------------------   -----------------    -----------------

Discontinued Operations (Note 5)
    Income (loss) from discontinued operations                          30,428             105,724             (220,016)
    Gain on disposal of discontinued operations                        304,600                  --                   --
                                                             ------------------   -----------------    -----------------
                                                                       335,028             105,724             (220,016)

Net Income                                                       $   3,034,145       $   2,640,201        $   2,624,415
                                                             ==================   =================    =================

Income (Loss) Per Limited Partner Unit
    Continuing operations                                          $      0.67         $      0.63          $      0.71
    Discontinued operations                                               0.09                0.03                (0.05)
                                                             ------------------   -----------------    -----------------
                                                                   $      0.76         $      0.66          $      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, 2002, 2001 and 2000

<TABLE>
<CAPTION>

                                        General Partners                             Limited Partners
                             --------------------------------------  ----------------------------------------------------
                                                     Accumulated                                            Accumulated
                               Contributions          Earnings         Contributions      Distributions      Earnings
                            -----------------  -----------------  ------------------  -----------------  ----------------
<S>     <C>
Balance, December 31, 1999     $     1,000         $ 173,788       $  40,000,000      $ (17,165,947)     $ 16,817,034

    Distributions to limited
       partners ($0.80 per
       limited partner unit)            --             --                  --         (3,200,000)               --
    Net income                          --             --                  --                 --         2,624,415
                             --------------     -------------  ------------------  -----------------  -----------------

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
                             ==============    =============  ==================  =================  =================



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

                                                                                   $ (4,790,000)         $ 35,035,875
                                                                                             --            (3,200,000)
                                                                                             --             2,624,415
                                                                                  --------------      ---------------
                                                                                     (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
                                                                                  =============       ===============


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


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

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                             Year Ended December 31,
                                                                2002                  2001                2000
                                                           ----------------     -----------------  --------------------
<S>     <C>

Increase ( Decrease) in Cash and Cash Equivalents:

    Net income                                                $  3,034,145         $   2,640,201        $    2,624,415
                                                           ----------------     -----------------  --------------------
    Adjustments to reconcile net income to net cash
       provided by operating activities:
          Depreciation                                             328,034               327,426               337,382
          Amortization of net investment in direct
              financing leases                                     106,674                87,580                78,031
          Amortization                                               2,961                 3,170                 2,574
          Equity in earnings of joint ventures, net of
              distributions                                        133,074                87,495                66,276
          Gains on sale of assets                                 (304,600)             (418,754)              (38,003)
          Provision for write-down of assets                       138,222               512,523               469,471
          Decrease (increase) in receivables                       (15,835)               57,276                17,818
          Decrease (increase) in due from related parties           14,982                18,856               (33,878)
          Decrease (increase) in other assets                      (11,580)                9,750              (12,523)
          Increase in accrued rental income                       (131,491)             (136,975)             (170,575)
          Decrease in accounts payable and accrued
              expenses                                             (26,504)              (31,919)              (83,834)
          Decrease in due to related parties                          (365)                 (254)              (39,767)
          Increase (decrease) in rents paid in advance
              and deposits                                          94,944               (14,533)              108,533
          Decrease in deferred rental income                        (6,896)              (44,614)                   --
                                                           -----------------  -------------------  -------------------
              Total adjustments                                    321,620               457,027               701,505
                                                           ----------------     -----------------  --------------------
Net Cash Provided by Operating Activities                     $  3,355,765         $   3,097,228        $    3,325,920
                                                           ================     =================  ====================

Cash Flows from Investing Activities:
    Proceeds from sale of real estate properties                 2,046,888             2,423,978               562,130
    Additions to real estate properties with operating          (1,215,441)           (1,445,207)             (749,500)
       leases
    Redemption of (investment in) certificate
       of deposit                                                       --               100,000              (100,000)
    Investment in joint ventures                                   (34,876)           (1,735,778)             (241,466)
    Return of capital from joint venture                                --               400,000                    --
    Collections on mortgage note receivable                             --               467,000                    --
                                                           ----------------     -----------------  --------------------
          Net cash provided by (used in)
              investing activities                                 796,571               209,993              (528,836)
                                                           ----------------     -----------------  --------------------
Cash Flows from Financing Activities:
     Distributions to limited partners                          (3,200,000)           (3,200,000)           (3,200,000)
                                                           ----------------     -----------------  --------------------
        Net cash used in financing activities                   (3,200,000)           (3,200,000)           (3,200,000)
                                                           ----------------     -----------------  --------------------
Net Increase (Decrease) in Cash and Cash Equivalents               952,336               107,221              (402,916)

Cash and Cash Equivalents at Beginning of Year                   1,364,668             1,257,447             1,660,363
                                                           ----------------     -----------------  --------------------
Cash and Cash Equivalents at End of Year                      $  2,317,004         $   1,364,668        $    1,257,447
                                                           ================     =================  ====================
</TABLE>
                 See accompanying notes to fiancial statments.

<PAGE>

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

                       STATEMENT OF CASH FLOWS - CONTINUED

<TABLE>
<CAPTION>

                                                                          Year Ended December 31,
                                                               2002                 2001                  2000

                                                        -------------------  --------------------  --------------------
<S>     <C>
Supplemental Schedule of Non-Cash
     Financing Activities:

          Distributions declared and unpaid at
              December 31                                 $    900,000          $    800,000           $   800,000
                                                        ===================  ====================  ====================
</TABLE>

                 See accompanying notes to financial statments.

<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2002, 2001 and 2000


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, 2002,
         2001, and 2000 tenants paid directly to real estate taxing  authorities
         approximately $361,000,  $342,500 and $321,700,  respectively,  in real
         estate  taxes in  accordance  with the terms of their triple net leases
         with the Partnership.

         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
         direct financing or the operating  methods.  Such methods are described
         below:

             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.

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

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


1.       Significant Accounting Policies - Continued:

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

         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,  and  Blue  Springs,
         Missouri 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 (some of which are
         backed by government  securities).  Cash equivalents are stated at cost
         plus accrued interest, which approximates market value.

         Cash  accounts  maintained  on  behalf  of the  Partnership  in  demand
         deposits  at  commercial  banks  and  money  market  funds  may  exceed
         federally insured levels;  however, the Partnership has not experienced
         any losses in such accounts.

         Lease Costs - 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.
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


1.       Significant Accounting Policies - Continued:

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

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

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

         Reclassification   -  Certain  items  in  the  prior  years'  financial
         statements  have been  reclassified  to conform  to 2002  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 ("FAS  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 ("FIN 46") - In January 2003,  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   (more   commonly   referred   to   as
         special-purpose  entities  or  off-balance  sheet  structures),  FIN 46
         requires that a variable  interest entity be considered 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.  Consolidation of
         variable  interests  entities  will provide more  complete  information
         about  the  resources,  obligations,  risks  and  opportunities  of the
         consolidated  company.  The consolidation  requirements of FIN 46 apply
         immediately  to variable  interest  entities  created after January 31,
         2003,  and to older entities in the first fiscal year or interim period
         beginning  after June 15, 2003.  Management  believes  adoption of this
         standard
<page>
                            CNL INCOME FUND XV, LTD.
                        (A Florida Limited Partnership)


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


1.       Significant Accounting Policies - Continued:

         may   result  in  either   consolidation   or   additional   disclosure
         requirements  with respect to the  Partnership's  unconsolidated  joint
         ventures or properties held with affiliates of the general  partners as
         tenants-in-common,  which are currently  accounted for under the equity
         method.  However,  such  consolidation is not expected to significantly
         impact the Partnership's results of operations.

2.       Real Estate Properties with Operating Leases:

         Real estate properties with operating leases consisted of the following
         at December 31:


                                                   2002              2001
                                           ---------------     ----------------
             Land                          $   13,827,656     $   13,184,445
             Buildings                          9,592,932          9,020,702
                                           -----------------   ---------------
                                               23,420,588         22,205,147
             Less accumulated depreciation     (1,973,280)        (1,647,495)
                                           ----------------    ----------------
                                           $   21,447,308      $  20,557,652
                                           ===============     =================

         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 in a property in Blue Springs,  Missouri as  tenants-in-common
         with CNL Income Fund XIII, Ltd., an affiliate of the general  partners.
         In addition,  in October  2001,  the  Partnership  sold its property in
         Altadena,  California to a third party and received net sales  proceeds
         of  approximately  $937,000,  resulting  in  a  gain  of  approximately
         $172,100.  In December 2001, the  Partnership  reinvested the net sales
         proceeds plus a portion of the net sales  proceeds from the sale of the
         property  in  Greer,  South  Carolina  (see  Note 3) in a  property  in
         Houston, Texas.

         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, 2002:

                         2003            $    2,426,934
                         2004                 2,482,633
                         2005                 2,609,497
                         2006                 2,613,379
                         2007                 2,648,296
                         Thereafter          17,758,689
                                        ----------------
                                         $   30,539,428
                                        ===============

<PAGE>

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

                                     NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                   Years Ended December 31, 2002, 2001, and 2000


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>

                                                    2002                    2001
                                             --------------------   ---------------------
<S>     <C>
   Minimum lease payments receivable              $    7,522,964           $   8,314,470
   Estimated residual values                           1,777,624               1,777,609
   Less unearned income                               (4,731,262)             (5,286,481)
                                             --------------------   ---------------------

   Net investment in direct financing leases      $    4,569,326           $   4,805,598
                                             ====================   =====================
</TABLE>

         The  following  is a schedule of future  minimum  lease  payments to be
         received on direct financing leases at December 31, 2002:

                     2003             $    667,249
                     2004                  667,249
                     2005                  670,953
                     2006                  678,361
                     2007                  690,356
                     Thereafter          4,148,796
                                      -------------
                                      $   7,522,964
                                      ==============

         During 2001, the Partnership  increased its provision for write-down of
         assets for the  property  in  Bartlesville,  Oklahoma  by  $223,839  to
         $276,340  because  the  tenant of the  property  experienced  financial
         difficulties and filed for bankruptcy in October 2001. During 2002, the
         Partnership  increased  the provision by an  additional  $129,597.  The
         provisions represented the difference between the carrying value of the
         net investment in direct  financing lease and the property's  estimated
         fair value.

         In April  2001,  the  Partnership  sold its  property  in Greer,  South
         Carolina  to the tenant 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
         recorded as a provision for write-down of assets at March 31, 2001. The
         provision  represented the difference between the carrying value of the
         net investment in the direct  financing  lease and the property's  fair
         value based on the sales contract. The Partnership reinvested a portion
         of the net  sales  plus the net  sales  proceeds  from the sales of the
         property in  Altadena,  California  in a property  in  Houston,  Texas.
         During the year ended December 31, 2001, the Partnership  collected the
         entire amount due under the promissory note.

4.       Investment in Joint Ventures:

         The  Partnership  has a 50%, a 23.62%,  a 16% and a 15% interest in the
         profits  and losses of  Wood-Ridge  Real  Estate  Joint  Venture,  TGIF
         Pittsburgh Joint Venture,  a property in Clinton,  North Carolina and a
         property  in  Fort  Myers,  Florida,  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.
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


4.       Investment in Joint Ventures - Continued:

         In April 2001, the Partnership used a portion of the net sales proceeds
         from the sale of its  properties  in  Woodland  Hills,  California  and
         Greer,  South  Carolina  to acquire an  interest  in a property in Blue
         Springs,  Missouri,  as  tenants-in-common,  with CNL Income Fund XIII,
         Ltd., a Florida  limited  partnership,  and an affiliate of the general
         partners.  The Partnership acquired this interest from CNL BB Corp., an
         affiliate  of  the  general  partners.   The  Partnership   contributed
         approximately  $1,269,700 and as of December 31, 2002, the  Partnership
         owned a 59% interest in this property.

         In May 2001,  the 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.  This  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.  As of December 31, 2001,  the  Partnership  and the other joint
         venture  partner each received  approximately  $400,000  representing a
         return of capital from the net sales proceeds.

         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.,  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.  As of December 31, 2002,  the  Partnership
         owned a 31.25% interest in the profits and losses of the joint venture.

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

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

<TABLE>
<CAPTION>
                                                                           December 31,         December 31,
                                                                               2002                 2001
                                                                          ---------------      ---------------
<S>     <C>
          Real estate properties with operating leases, net                 $ 10,724,926         $ 11,001,753
          Net investment in direct financing leases                              779,576              793,308
          Cash                                                                    47,507              115,890
          Receivables                                                             20,708               25,675
          Accrued rental income                                                  450,591              341,059
          Other assets                                                            12,990               15,426
          Liabilities                                                             70,077              184,715
          Partners' Capital                                                   11,966,221           12,108,396

</TABLE>
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


4.       Investment in Joint Ventures - Continued:
<TABLE>
<CAPTION>

                                                                        Year Ended December 31,
                                                                  2002              2001              2000
                                                             ----------------  ----------------  ---------------
<S>     <C>
          Revenues                                              $  1,447,921      $  1,227,629      $   984,548
          Lease termination income                                        --           200,000               --
          Expenses                                                  (233,338 )        (204,327 )       (168,830 )
          Loss on sale of assets                                          --           (84,473 )             --
                                                             ----------------  ----------------  ---------------
          Net Income                                            $  1,214,583       $ 1,138,829       $  815,718
                                                             ================  ================  ===============

</TABLE>

         The Partnership  recognized income of $442,344,  $435,249, and $296,929
         during the years ended December 31, 2002, 2001 and 2000,  respectively,
         from these joint ventures and tenancy in common arrangements.

5.       Discontinued Operations:

         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 a net gain on  disposal  of  $304,600.  The  property  in
         Stratford, New Jersey consisted of land only. During the second quarter
         of 2002,  the  Partnership  increased its  provision for  write-down of
         assets  related  to  the  property  in  Medina,  Ohio  by  $8,624.  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 provision  represented  the difference
         between the carrying value of the property at December 31, 2000 and its
         estimated fair value.  The financial  results for these  properties are
         reflected as  Discontinued  Operations  in the  accompanying  financial
         statements.

         The operating results of discontinued operations are as follows:
<TABLE>
<CAPTION>

                                                                    Year Ended December 31,
                                                           2002              2001              2000
                                                       -------------     -------------    ---------------
<S>     <C>
                Rental revenues                        $     56,242      $    147,084     $      177,296
                Expenses                                    (17,190 )         (41,360 )           (2,838 )
                Provision for write-down of assets           (8,624 )              --           (394,474 )
                Gain (loss) on disposal of assets           304,600                --                 --
                                                       -------------     -------------    ---------------
                Income (loss) from discontinued
                      operations                       $    335,028       $   105,724      $    (220,016 )
                                                       =============     =============    ===============
</TABLE>
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


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.

         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, 2002, 2001 and 2000.
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


6.       Allocations and Distributions - Continued:

         During the year ended  December  31,  2002,  the  Partnership  declared
         distributions  to the limited  partners of $3,300,000.  The Partnership
         declared  distributions to the limited  partners of $3,200,000,  during
         each of the years ended  December 31, 2001 and 2000.  No  distributions
         have been made to the general partners to date.

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>

                                                                   2002                2001               2000
                                                              ----------------   ----------------   ---------------
<S>     <C>
           Net income for financial reporting purposes           $  3,034,145        $ 2,640,201       $ 2,624,415

           Effect of timing differences relating to
                depreciation                                          (41,215)           (52,017)          (60,009)

           Direct financing leases recorded as operating
                leases for tax reporting purposes                     106,674             87,580            78,031

           Provision for write-down of assets                         138,222            512,523           446,975

           Effect of timing differences relating to equity
                in earnings of unconsolidated joint                    (7,242)            31,391            34,119
                ventures

           Accrued rental income                                     (134,712)          (177,910)         (148,079)

           Rents paid in advance                                       95,015            (14,461)          108,533

           Deduction of transaction costs for tax reporting
                purposes                                                   --                 --          (218,818)

           Effect of timing differences relating to                  (190,534)           153,720            24,796
                allowance for doubtful accounts

           Effect of timing differences relating to
                gains/losses on sale on real estate                  (563,927)          (601,834)         (109,474)
                properties

           Other                                                          837              1,046             1,327
                                                              ----------------   ----------------   ---------------
           Net income for federal income tax purposes            $  2,437,263        $ 2,580,239       $ 2,781,816
                                                              ================   ================   ===============
</TABLE>
<PAGE>

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

                                     NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                   Years Ended December 31, 2002, 2001, and 2000


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 American
         Properties Fund, Inc. ("APF") 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.  (formerly known as CNL
         Restaurants  XVIII,  Inc.). RAI Restaurants,  Inc. ("the Advisor") is a
         wholly owned  subsidiary of APF. The  individual  general  partners are
         stockholders and directors of APF.

         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 $36,043, $33,498,
         and $35,870,  for the years ended  December 31, 2002,  2001,  and 2000,
         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,  2002,  2001,  and  2000,  the
         Partnership's  advisor  and  its  affiliates  of the  general  partners
         provided  accounting  and  administrative  services to the  Partnership
         including  services during 2000 relating to the proposed and terminated
         merger. The Partnership incurred $204,164,  $233,022, $102,104, for the
         years ended December 31, 2002, 2001, and 2000,  respectively,  for such
         services.

         In April  2001,  the  Partnership  and CNL Income Fund XIII,  Ltd.,  as
         tenants-in-common,  acquired  an  interest  in a  property  from CNL BB
         Corp.,  an affiliate of the general  partners,  for a purchase price of
         approximately $2,152,000. CNL Income Fund XIII, Ltd. is an affiliate of
         the general  partners.  CNL BB Corp. had purchased and temporarily held
         title to this property in order to facilitate  the  acquisition  of the
         property  by the  Partnership  and  CNL  Income  Fund  XIII,  Ltd.,  as
         tenants-in-common.  The purchase price paid by the  Partnership and CNL
         Income Fund XIII,  Ltd.,  as  tenants-in-common,  represents  the costs
         incurred by CNL BB Corp. to acquire and carry the property.

         In  December  2001,  the  Partnership  acquired a  property  located in
         Houston,  Texas from CNL Funding  2001-A,  LP, for a purchase  price of
         approximately  $1,445,200.  In  June  2002,  the  Partnership  acquired
         another property in Houston,  Texas from CNL Funding 2001-A,  LP, for a
         purchase price of approximately  $1,215,400.  CNL Funding 2001-A, LP is
         an  affiliate  of the  general  partners.  CNL Funding  2001-A,  LP had
         purchased  and  temporarily  held title to the  properties  in order to
         facilitate the  acquisition of the properties by the  Partnership.  The
         purchase prices paid by the Partnership  represented the costs incurred
         by CNL Funding 2001-A, LP to acquire and carry the properties.


<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


8.       Related Party Transactions - Continued:

         The amount due to related parties at December 31, 2002, 2001, and 2000,
         totaled $20,605, $20,970, and $21,224, 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>

                                                            2002               2001                2000
                                                       ----------------   ---------------     ----------------
<S>     <C>
          Checkers Drive-In Restaurants, Inc.           $  715,508           $ 717,759            $ 716,761
          Golden Corral Corporation                        679,064             637,725              584,897
          Flagstar Enterprises, Inc.                       529,394             533,063              536,076
          Jack in the Box Inc. (formerly
               Foodmaker, Inc.)                                N/A                 N/A              417,426
</TABLE>

         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>
                                                             2002                  2001                2000
                                                       ----------------      ----------------    ---------------
<S>     <C>
           Checkers Drive-In Restaurants                    $  715,508             $ 717,758          $ 716,761
           Golden Corral Family Steakhouse
               Restaurants                                     679,064               637,725            584,897
           Hardee's                                            529,394               533,063            536,076
           Long John Silver's                                  407,523               396,422            392,709
           Jack in the Box                                         N/A                   N/A            417,426
</TABLE>

         Although  the  Partnership's   properties  are  geographically  diverse
         throughout the United States and the  Partnership's  lessees  operate a
         variety of  restaurant  concepts,  default by any lessee or  restaurant
         chain  contributing  more than 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.

         The  information   denoted  by  N/A  indicates  that  for  each  period
         presented,  the tenant or restaurant  chain did not represent more than
         10% of the Partnership's total rental revenues.
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


10.      Selected Quarterly Financial Data:

         The following table presents  selected  unaudited  quarterly  financial
         data for each full quarter during the years ended December 31, 2002 and
         2001:
<TABLE>
<CAPTION>

                  2002 Quarter               First         Second          Third          Fourth          Year
         -------------------------------  ------------  --------------  -------------  -------------  --------------
<S>     <C>
         Continuing Operations (1):
              Revenues                        758,371         740,280        811,899        791,940       3,102,490
              Equity in earnings of
                joint ventures                109,916         111,892        109,591        110,945         442,344
              Income from continuing          656,459         677,218        758,022        607,418       2,699,117
                operations
         Discontinued Operations (1):
              Revenues                         24,921          14,222          9,012          8,087          56,242
              Income (Loss) from
                discontinued
                operations                    319,657            (624 )        4,081         11,914         335,028

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

         Net Income per limited
            partner unit:

           Continuing operations              $  0.16        $   0.17       $   0.19       $   0.15        $   0.67
           Discontinued operations               0.08              --             --           0.01            0.09
                                          ------------  --------------  -------------  -------------  --------------
                  Total                      $   0.24        $   0.17       $   0.19       $   0.16        $   0.76
                                          ============  ==============  =============  =============  ==============

</TABLE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


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


                  2001 Quarter               First         Second          Third          Fourth          Year
         -------------------------------  ------------  --------------  -------------  -------------  --------------
<S>     <C>
         Continuing Operations (1):
              Revenues                      $ 771,190       $ 740,304      $ 727,270      $ 751,238      $2,990,002
              Equity in earnings of
                joint ventures                 80,799         157,359         99,801         97,290         435,249
              Income from continuing
                operations                    241,471         930,094        474,281        888,631       2,534,477

         Discontinued Operations (1):
              Revenues                         36,774          36,774         36,774         36,762         147,084
              Income from
                discontinued
                operations                     28,198          26,232         25,725         25,569         105,724

         Net Income                           269,669         956,326        500,006        914,200       2,640,201

         Net Income per limited
              partner unit:

           Continuing operations             $   0.06        $   0.23       $   0.12       $   0.22        $   0.63
           Discontinued operations               0.01            0.01           0.01             --            0.03
                                          ------------  --------------  -------------  -------------  --------------
                  Total                      $   0.07        $   0.24       $   0.13       $   0.22        $   0.66
                                          ============  ==============  =============  =============  ==============
</TABLE>


         (1) Certain   items  in  the   quarterly   financial   data  have  been
             reclassified    to    conform   to   2002    presentation.    These
             reclassifications  had no  effect on net  income.  The  results  of
             operations  relating to properties  that were either disposed of or
             that were  classified  as held for sale as of December 31, 2002 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.

<PAGE>


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

         None

                                                     PART III

Item 10.  Directors and Executive Officers of the Registrant

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

         James M. Seneff, Jr., age 56. 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 APF, a public,  unlisted  real
estate  investment  trust,  since 1994.  Mr.  Seneff  served as Chief  Executive
Officer  of APF from 1994  through  August  1999,  and has  served  as  co-Chief
Executive  Officer of APF since  December 2000. Mr. Seneff served as Chairman of
the Board and Chief Executive Officer of CNL Fund Advisors,  Inc.,  formerly the
Partnership's advisor, until it merged with a wholly-owned  subsidiary of APF in
September  1999, and in June 2000, was re-elected to those positions of CNL Fund
Advisors, Inc. Mr. Seneff is a principal stockholder of CNL Holdings,  Inc., the
parent  company of CNL  Financial  Group,  Inc.  (formerly CNL Group,  Inc.),  a
diversified real estate company,  and has served as a Director,  Chairman of the
Board and  Chief  Executive  Officer  of CNL  Financial  Group,  Inc.  since its
formation in 1980.  CNL  Financial  Group,  Inc. is the parent  company,  either
directly or indirectly through subsidiaries,  of CNL Real Estate Services, Inc.,
CNL Capital Markets,  Inc., CNL Investment Company and CNL Securities Corp., all
of which are engaged in the  business of real estate  finance.  Mr.  Seneff also
serves as a Director,  Chairman of the Board and Chief Executive  Officer of CNL
Hospitality  Properties,  Inc., a public, unlisted real estate investment trust,
as well as, CNL  Hospitality  Corp.,  its advisor.  In addition,  he serves as a
Director,  Chairman of the Board and Chief  Executive  Officer of CNL Retirement
Properties,  Inc.,  a public,  unlisted  real  estate  investment  trust and its
advisor,  CNL  Retirement  Corp.  Since  1992,  Mr.  Seneff has also served as a
Director,  Chairman of the Board and Chief  Executive  Officer of Commercial Net
Lease Realty,  Inc., a public real estate investment trust that is listed on the
New York Stock Exchange.  Mr. Seneff has also served as a Director,  Chairman of
the Board and Chief Executive  Officer of CNL Securities  Corp.  since 1979; CNL
Investment  Company  since  1990;  and  CNL  Institutional  Advisors,   Inc.,  a
registered investment advisor for pension plans, since 1990. Mr. Seneff formerly
served  as a  Director  of First  Union  National  Bank of  Florida,  N.A.,  and
currently  serves as the  Chairman  of the Board of CNL  Bank,  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 more than $60 billion of
retirement funds. Mr. Seneff received his degree in Business Administration from
Florida State University in 1968.

         Robert A.  Bourne,  age 55. Mr.  Bourne has  participated  as a general
partner  or  co-venturer  in over  100  real  estate  ventures  involved  in the
financing,  acquisition,   construction,  and  leasing  of  restaurants,  office
buildings,  apartment complexes,  hotels, and other real estate. Mr. Bourne is a
Director  of APF.  Mr.  Bourne  served as  President  of APF from  1994  through
February  1999. He also served as Treasurer  from  February 1999 through  August
1999  and from May  1994  through  December  1994.  He also  served  in  various
executive  positions  with CNL Fund  Advisors,  Inc.  prior to its merger with a
wholly-owned subsidiary of APF including,  President from 1994 through September
1997, and Director from 1994 through August 1999. Mr. Bourne serves as President
and  Treasurer of CNL  Financial  Group,  Inc.;  Director,  Vice Chairman of the
Board, and Treasurer , and from 1997 until June 2002 served as President, of CNL
Hospitality  Properties,  Inc., a public, unlisted real estate investment trust;
as well as, Director,  Vice Chairman of the Board, and Treasurer,  and from 1997
until June 2002 served as President,  of CNL Hospitality Corp., its advisor.  In
addition,  Mr.  Bourne  serves as  Director,  Vice  Chairman  of the Board,  and
Treasurer,  and from 1997 until June 2002 served as President, of CNL Retirement
Properties, Inc., a public, unlisted real estate investment trust; as well as, a
Director,  Vice Chairman of the Board,  and Treasurer,  and from 1997 until June
2002 served as President,  of its advisor,  CNL Retirement Corp. Mr. Bourne also
serves as a Director of CNL Bank. He has served as a Director  since 1992,  Vice
Chairman of the Board since February 1996, Secretary and Treasurer from February
1996 through  1997,  and  President  from July 1992 through  February  1996,  of
Commercial Net Lease Realty,  Inc., a public real estate investment trust listed
on the New York Stock  Exchange.  Mr. Bourne also serves as Director,  President
and Treasurer for various affiliates of CNL Financial Group, Inc. including, CNL
Investment Company, CNL Securities Corp. and CNL Institutional Advisors, Inc., a
registered  investment advisor for pension plans. Mr. Bourne began his career as
a certified public  accountant  employed by Coopers & Lybrand,  Certified Public
Accountants,  from 1971  through  1978,  where he attained  the  position of Tax
Manager in 1975.  Mr. Bourne  graduated  from Florida  State  University in 1970
where he received a B.A. in Accounting, with honors.
<PAGE>

         Curtis B.  McWilliams,  age 47. Mr.  McWilliams  has served as Co-Chief
Executive  Officer of APF since  December  2000 and  previously  served as Chief
Executive  Officer from  September  1999  through  December  2000.  Prior to the
acquisition of CNL Fund Advisors,  Inc., Mr.  McWilliams  served as President of
APF from  February  1999 until  September  1999.  From February 1998 to February
1999, he served as Executive  Vice President of APF. Mr.  McWilliams  joined CNL
Financial  Group,  Inc. in April 1997 and served as an Executive  Vice President
from October 1997 until September 1999. In addition,  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 APF in
September  1999.  From  September  1983 through March 1997,  Mr.  McWilliams was
employed by Merrill  Lynch & Co. The  majority of his career at Merrill  Lynch &
Co.  was in the  Investment  Banking  division  where he  served  as a  Managing
Director.  Mr.  McWilliams  received  a  B.S.E.  in  Chemical  Engineering  from
Princeton University in 1977 and a Master of Business Administration degree with
a concentration in finance from the University of Chicago in 1983.

         Steven  D.  Shackelford,  age  39.  Mr.  Shackelford  was  promoted  to
Executive Vice President of APF in June 2000. He served as Senior Vice President
from September 1999 until his promotion in June 2000. Mr. Shackelford has served
as Chief  Financial  Officer  since January 1997 and has served as Secretary and
Treasurer of APF 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.

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 2002.
<PAGE>



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 10,  2003,  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 10, 2003,  the beneficial
ownership interests of the General Partners in the Registrant.
<TABLE>
<CAPTION>

                    Title of Class                           Name of Partner                 Percent of Class
<S>     <C>

           General Partnership Interests                James M. Seneff, Jr.                           45%
                                                        Robert A. Bourne                               45%
                                                        CNL Realty Corporation                         10%
                                                                                                   --------
                                                                                                      100%
                                                                                                   ========
</TABLE>

         Neither the General  Partners,  nor any of their  affiliates,  owns any
interest in the Registrant, except as noted above.

         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, 2002,  exclusive of any  distributions  to which the General
Partners or their  affiliates  may be entitled by reason of their  purchase  and
ownership of Units.
<TABLE>
<CAPTION>

                                                                                            Amount Incurred
         Type of Compensation                                                                 For the Year
            and Recipient                        Method of Computation                  Ended December 31, 2002
   ---------------------------------     --------------------------------------      -------------------------------
<S>     <C>
   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       $204,164
                                         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       $36,043
   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.

</TABLE>
<PAGE>


<TABLE>
<CAPTION>

                                                                                            Amount Incurred
         Type of Compensation                                                                 For the Year
            and Recipient                        Method of Computation                  Ended December 31, 2002
   ---------------------------------     --------------------------------------      -------------------------------
<S>     <C>
   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'    deferred,      A deferred,  subordinated share equal       $-0-
   subordinated       share      of      to  5% of  Partnership  distributions
   Partnership  net sales  proceeds      of   such   net    sales    proceeds,
   from  a  sale  or  sales  not in      subordinated   to   certain   minimum
   liquidation of the Partnership        returns to the Limited Partners.

</TABLE>

<PAGE>


<TABLE>
<CAPTION>


                                                                                            Amount Incurred
         Type of Compensation                                                                 For the Year
            And Recipient                        Method of Computation                  Ended December 31, 2002
   ---------------------------------     --------------------------------------      -------------------------------
<S>     <C>
   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>

The Partnership  acquired two Taco Cabana Properties in Houston,  Texas from CNL
Funding 2001-A, LP, an affiliate of the General Partners, for purchase prices of
approximately  $1,215,400 and $1,445,200.  CNL Funding 2001-A,  LP had purchased
and  temporarily  held  title to these  Properties  in order to  facilitate  the
acquisition of the Properties by the Partnership. The purchase price paid by the
Partnership  represents the costs incurred by CNL Funding 2001-A,  LP to acquire
and carry the Properties.


Item 14.  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  within 90 days prior to the
filing  of this  Annual  Report  on Form  10-K and  have  determined  that  such
disclosure controls and procedures are effective.

         Subsequent to the above evaluation,  there were no significant  changes
in internal  controls or other  factors  that could  significantly  affect these
controls,   including  any   corrective   actions  with  regard  to  significant
deficiencies and material weaknesses.
<PAGE>

                                                      PART IV

<TABLE>
<CAPTION>

Item 15.   Exhibits, Financial Statement Schedules and Reports on Form 8-K
<S>     <C>
(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, 2002 and 2001

                  Statements of Income for the years ended December 31, 2002, 2001, and 2000

                  Statements of Partners' Capital for the years ended December 31, 2002, 2001, and 2000

                  Statements of Cash Flows for the years ended December 31, 2002, 2001, and 2000

                  Notes to Financial Statements

         2.   Financial Statement Schedule

                  Schedule II - Valuation and Qualifying  Accounts for the years ended December 31, 2002,  2001 and
                  2000.

                  Schedule III - Real Estate and Accumulated Depreciation at December 31, 2002

                  Notes to Schedule III - Real Estate and Accumulated Depreciation at December 31, 2002

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


         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.)

<PAGE>

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

             **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.)

             99.1       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.)

             99.2       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, 2002 through December 31, 2002.


**       Previously filed
<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 26th day of
March, 2003.


                                                CNL INCOME FUND XV, LTD.

                                                By: CNL REALTY CORPORATION
                                                     General Partner

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

                                                By: ROBERT A. BOURNE
                                                    General Partner

                                                    /s/ Robert A. Bourne
                                                    ROBERT A. BOURNE

                                                By: JAMES M. SENEFF, JR.
                                                    General Partner

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

<PAGE>

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

                   Signature                                 Title                                   Date
<S>     <C>
    /s/ Robert A. Bourne                     President,   Treasurer   and  Director             March 26, 2003
    Robert A. Bourne                         (Principal  Financial  and  Accounting
                                             Officer)


    /s/ James M. Seneff, Jr.                 Chief  Executive  Officer and Director             March 26, 2003
    James M. Seneff, Jr.                     (Principal Executive Officer)


</TABLE>
<PAGE>





                    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


         I, James M.  Seneff,  Jr.,  the Chief  Executive  Officer of CNL Realty
Corporation,  the  corporate  general  partner of CNL Income Fund XV, Ltd.  (the
"registrant"), certify that:

         1. I have reviewed this annual report on Form 10-K of the registrant;

         2. Based on my  knowledge,  this  annual  report  does not  contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such  statements  were made, not misleading with respect
            to the period covered by this annual report;

         3. Based on my knowledge, the financial statements, and other financial
            information  included in this annual  report,  fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the  registrant as of, and for, the periods  presented
            in this annual report;

         4. The registrant's  other certifying officer and I are responsible for
            establishing and maintaining  disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant
            and have:

                  a.designed such  disclosure  controls and procedures to ensure
                    that  material   information  relating  to  the  registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others  within those  entities,  particularly  during the
                    period in which this annual report is being prepared;

                  b.evaluated the  effectiveness of the registrant's  disclosure
                    controls and procedures as of a date within 90 days prior to
                    the  filing  date of this  annual  report  (the  "Evaluation
                    Date"); and

                  c.presented in this annual  report our  conclusions  about the
                    effectiveness  of the  disclosure  controls  and  procedures
                    based on our evaluation as of the Evaluation Date;

         5. The  registrant's  other  certifying  officer and I have  disclosed,
            based on our most recent  evaluation,  to the registrant's  auditors
            and the audit  committee  of  registrant's  board of  directors  (or
            persons performing the equivalent functions):

                  a.all  significant  deficiencies in the design or operation of
                    internal   controls   which  could   adversely   affect  the
                    registrant's  ability  to  record,  process,  summarize  and
                    report   financial   data  and  have   identified   for  the
                    registrant's  auditors any material  weaknesses  in internal
                    controls; and

                  b.any  fraud,   whether  or  not   material,   that   involves
                    management or other employees who have a significant role in
                    the registrant's internal controls; and

         6. The registrant's  other  certifying  officer and I have indicated in
            this annual report whether or not there were significant  changes in
            internal  controls  or in other  factors  that  could  significantly
            affect internal  controls  subsequent to the date of our most recent
            evaluation,   including  any  corrective   actions  with  regard  to
            significant deficiencies and material weaknesses.

Date:  March 26, 2003


/s/ James M. Seneff, Jr.
 James M. Seneff, Jr.
Chief Executive Officer
<PAGE>

                    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

         I, Robert A. Bourne, President and Treasurer of CNL Realty Corporation,
the corporate  general  partner of CNL Income Fund XV, Ltd.  (the  "registrant")
certify that:

         1. I have reviewed this annual report on Form 10-K of the registrant;

         2. Based on my  knowledge,  this  annual  report  does not  contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such  statements  were made, not misleading with respect
            to the period covered by this annual report;

         3. Based on my knowledge, the financial statements, and other financial
            information  included in this annual  report,  fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the  registrant as of, and for, the periods  presented
            in this annual report;

         4. The registrant's  other certifying officer and I are responsible for
            establishing and maintaining  disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant
            and have:

                  a.designed such  disclosure  controls and procedures to ensure
                    that  material   information  relating  to  the  registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others  within those  entities,  particularly  during the
                    period in which this annual report is being prepared;

                  b.evaluated the  effectiveness of the registrant's  disclosure
                    controls and procedures as of a date within 90 days prior to
                    the  filing  date of this  annual  report  (the  "Evaluation
                    Date"); and

                  c.presented in this annual  report our  conclusions  about the
                    effectiveness  of the  disclosure  controls  and  procedures
                    based on our evaluation as of the Evaluation Date;

         5. The  registrant's  other  certifying  officer and I have  disclosed,
            based on our most recent  evaluation,  to the registrant's  auditors
            and the audit  committee  of  registrant's  board of  directors  (or
            persons performing the equivalent functions):

                  a.all  significant  deficiencies in the design or operation of
                    internal   controls   which  could   adversely   affect  the
                    registrant's  ability  to  record,  process,  summarize  and
                    report   financial   data  and  have   identified   for  the
                    registrant's  auditors any material  weaknesses  in internal
                    controls;  and b. any fraud,  whether or not material,  that
                    involves   management   or  other   employees   who  have  a
                    significant role in the registrant's internal controls; and

         6. The registrant's  other  certifying  officer and I have indicated in
            this annual report whether or not there were significant  changes in
            internal  controls  or in other  factors  that  could  significantly
            affect internal  controls  subsequent to the date of our most recent
            evaluation,   including  any  corrective   actions  with  regard  to
            significant deficiencies and material weaknesses.


Date:  March 26, 2003

/s/ Robert A. Bourne
Robert A. Bourne
President and Treasurer

<PAGE>


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

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  Years Ended December 31, 2002, 2001, and 2000

<TABLE>
<CAPTION>


                                                       Additions                           Deductions
                                           ----------------------------------      ----------------------------
<S>     <C>
                                                                                                          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
----------    -----------------   --------------  ---------------  ----------------    -------------     ------------  ------------

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

  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
                                  ==============  ===============  ================    =============     ============  ============

</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, 2002


<TABLE>
<CAPTION>


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

Properties the Partnership
  has Invested in Under
  Operating Leases:

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

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

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

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

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

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

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

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

    Taco Cabana Restaurant:
      Houston, Texas             -               735,323       709,885
      Houston, Texas             -               643,211       572,231             -        -

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

                                             $13,936,066    $5,929,893    $3,663,040        -
                                             ============  ============  ============  =======

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

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


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

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

                                              $1,754,092    $2,141,020             -        -
                                             ============  ============  ============  =======

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

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

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

         Golden Corral Family
           Steakhouse Restaurant:
                Clinton, North Ca-olina         $138,382      $676,588             -        -
                                             ============  ============  ============  =======

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

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

Property in Which the Partnership
    has a 59% Interest as Tenants-
    in-Common and has Invested in
    Under an Operating Lease:

         Golden Corral Family
          Steakhouse Restaurant:
             Blue Springs, Missou-i (k)         $786,973    $1,297,431             -        -
                                             ============  ============  ============  =======

Property of Joint Venture
    in Which the Partnership
    has a 31.25% Interest
    and has Invested in
    Under an Operating Lease:

      Sonny'siBar-B-QeRestaurant:
           Columbus, Georgia     -              $392,880    $1,194,307       $15,999        -
                                             ============  ============  ============  =======


Properties the Partnership has
    Invested in Under Direct
    Financing Leases:

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

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

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

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

                                                $481,487    $3,597,497    $1,407,487        -
                                             ============  ============  ============  =======


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

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


                                                                            Life on Which
                Net Cost Basis at Which                                     Depreciation in
               Carried at Close of Period (c)           Date                Latest Income
-----------------------------------------
               Buildings and               Accumulated  of Con-  Date       Statement is
    Land       Improvements     Total      Depreciation structioAcquired      Computed
-------------  ------------  ------------  -----------  ------  --------    -------------

    $520,556    $1,885,084    $2,405,640     $217,018   1995     10/94          (h)


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


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



     406,989       849,648     1,256,637      233,731   1994     06/94          (b)
     763,892       939,205     1,703,097      251,913   1994     08/94          (b)
     766,891     1,124,687     1,891,578      300,225   1994     09/94          (b)


     209,243            (e)      209,243           (f)  1994     04/94          (f)
     230,268       497,047       727,315      144,598   1993     04/94          (b)
     307,911       593,997       901,908      171,717   1992     04/94          (b)
     216,335            (e)      216,335           (f)  1992     04/94          (f)
     310,511       480,398       790,909      138,921   1993     04/94          (b)


     426,378       646,811     1,073,189      177,932   1994     09/94          (b)


     112,840            (e)      112,840           (f)  1994     07/94          (f)


     346,854       303,425       650,279       39,619   1994     06/94          (i)
     254,023            (e)      254,023           (f)  1994     06/94          (f)
     210,008       311,622       521,630       78,816   1976     05/95          (b)
     454,448            (e)      454,448           (f)  1995     07/94          (f)
     171,859            (e)      171,859           (f)  1994     07/94          (f)


     735,323       709,885     1,445,208       25,634   1998     12/01          (b)
     643,211       572,231     1,215,442       11,126   1998     06/02          (b)



     592,917       678,893     1,271,810      182,030   1994     12/94          (b)
-------------  ------------  ------------  -----------

 $13,827,655    $9,592,933   $23,420,588   $1,973,280
=============  ============  ============  ===========



     409,942       737,391     1,147,333      153,123   1994     10/96          (b)
     518,507       542,919     1,061,426      112,740   1994     10/96          (b)



     173,396       329,201       502,597       65,587   1993     01/97          (b)


     398,313             -       398,313           (d)    -      10/96          (d)
     253,934       531,509       785,443      110,370   1996     10/96          (b)
-------------  ------------  ------------  -----------

  $1,754,092    $2,141,020    $3,895,112     $441,820
=============  ============  ============  ===========








  $1,036,297    $1,499,296    $2,535,593     $129,246   2000     06/00          (b)
=============  ============  ============  ===========








    $138,382      $676,588      $814,970     $156,486   1996     01/96          (b)
=============  ============  ============  ===========







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








    $786,973    $1,297,431    $2,084,404      $75,684   2000     04/01          (b)
=============  ============  ============  ===========








    $392,880    $1,210,306    $1,603,186      $43,129   2001     08/01          (b)
=============  ============  ============  ===========













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


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


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


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










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

</TABLE>
<PAGE>


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

         NOTES TO SCHEDUE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                December 31, 2002

(a)           Transactions  in real  estate  and  accumulated  depreciation  are
summarized  below.  The  balances in 2001,  2000 and 1999 have been  adjusted to
reflect  the  reclassification  of  properties  accounted  for  as  discontinued
operations.
<TABLE>
<CAPTION>

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

                      Balance, December 31, 1999                  $   22,394,016          $    1,219,633
                      Acquisition                                        749,500                      --
                      Dispositions                                      (586,028 )               (23,899 )
                      Depreciation expense                                    --                 304,125
                                                              -------------------    --------------------

                      Balance, December 31, 2000                      22,557,488               1,499,859
                      Acquisition                                      1,445,207                      --
                      Dispositions                                    (1,797,548 )              (155,528 )
                      Depreciation expense                                    --                 303,164
                                                              -------------------    --------------------

                      Balance, December 31, 2001                      22,205,147               1,647,495
                      Acquisitions                                     1,215,441                      --
                      Depreciation expense                                    --                 325,785
                                                              -------------------    --------------------

                      Balance, December 31, 2002                  $   23,420,588          $    1,973,280
                                                              ===================    ====================

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

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

                      Balance, December 31, 2000                       4,883,784                 395,673
                      Disposition                                       (988,672 )              (104,199 )
                      Depreciation expense                                    --                  78,979
                                                              -------------------    --------------------

                      Balance, December 31, 2001                       3,895,112                 370,453
                      Depreciation expense                                    --                  71,367
                                                              -------------------    --------------------

                      Balance, December 31, 2002                  $    3,895,112           $     441,820
                                                              ===================    ====================

</TABLE>
<PAGE>


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

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

                                December 31, 2002

<TABLE>
<CAPTION>
                                                                                        Accumulated
                                                                     Cost               Depreciation
                                                              -------------------    -------------------
<S>     <C>
               Property of Joint Venture in Which the
                 Partnership has a 23.62% Interest and
                 has Invested in Under an Operating
                 Lease:

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

                     Balance, December 31, 2000                        2,535,593                 29,292
                     Depreciation expense                                     --                 49,977
                                                              -------------------    -------------------

                     Balance, December 31, 2001                        2,535,593
                                                                                                 79,269
                     Depreciation expense                                                        49,977
                                                              -------------------    -------------------
                     Balance, December 31, 2002                    $   2,535,593           $    129,246
                                                              ===================    ===================

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

                     Balance, December 31, 1999                     $    814,970           $     88,827
                     Depreciation expense                                     --                 22,553
                                                              -------------------    -------------------
                     Balance, December 31, 2000                          814,970                111,380
                     Depreciation expense                                     --                 22,553
                                                              -------------------    -------------------

                     Balance, December 31, 2001                          814,970                133,933
                     Depreciation expense                                     --                 22,553
                                                              -------------------    -------------------

                     Balance, December 31, 2002                     $    814,970           $    156,486
                                                              ===================    ===================

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

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

                     Balance, December 31, 2000                          638,026                     --
                     Depreciation expense (f)                                 --                     --
                                                              -------------------    -------------------
                     Balance, December 31, 2001                          638,026                     --
                     Depreciation expense (f)                                 --                     --
                                                              -------------------    -------------------
                     Balance, December 31, 2002                     $    638,026              $      --
                                                              ===================    ===================
</TABLE>
<PAGE>


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

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

                                December 31, 2002
<TABLE>
<CAPTION>


                                                                                      Accumulated
                                                                     Cost             Depreciation
                                                              -------------------  -------------------
<S>     <C>
          Property Which the Partnership has a 59%
                  Interest as Tenants-In-Common and has
                  Invested in Under an Operating Lease:

                     Balance, December 31, 2000                        $      --            $      --
                     Acquisition                                       2,151,963                   --
                     Depreciation expense                                     --               34,125
                                                              -------------------  -------------------

                     Balance, December 31, 2001
                     Reimbursement of construction                     2,151,963               34,125
                        cost (k)                                                  )                    )
                     Depreciation expense                                (67,559               (3,941
                                                                              --               45,500
                                                              -------------------  -------------------
                     Balance, December 31, 2002                    $   2,084,404         $     75,684
                                                              ===================  ===================

               Property of Joint Venture in which the
                  Partnership has a 31.25% Interest and
                  has Invested in Under an Operating
                  Lease:

                     Balance, December 31, 2000                        $      --            $      --
                     Acquisition                                       1,587,187                   --
                     Depreciation expense                                     --                3,318
                                                              -------------------  -------------------

                     Balance, December 31, 2001
                                                                       1,587,187                3,318
                     Acquisition                                          15,999                   --
                     Depreciation expense                                     --               39,811
                                                              -------------------  -------------------
                     Balance, December 31, 2002                    $   1,603,186         $     43,129
                                                              ===================  ===================
</TABLE>


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

(c)      As of December 31, 2002 the aggregate cost of the  Properties  owned by
         the  Partnership and joint ventures for federal income tax purposes was
         $28,871,382  and  $12,091,259,  respectively.  All  of the  leases  are
         treated as operating leases for federal income tax purposes.

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

(e)      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.

<PAGE>


(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.

(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.

(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 1999,  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.

(k)      During the year ended  December  31,  2002,  the  Partnership  received
         reimbursement   from  the  developer  upon  final   construction   cost
         reconciliation.  In connection, therewith, the land and building values
         were adjusted accordingly.

<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.)

                   99.1 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.)

                   99.2 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 99.1
<PAGE>




                                                   EXHIBIT 99.2