UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1


(Mark One)

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

                   For the fiscal year ended December 31, 1997

                                       OR

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

            For the transition period from ___________ to __________


                         Commission file number 0-26216

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

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

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

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

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

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

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

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

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

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

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

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None


<PAGE>




         The Form 10-K of CNL Income Fund XV, Ltd.  for the year ended  December
31,  1997 is being  amended  to  provide  additional  disclosure  under  Item 1.
Business, Item 2. Properties and Item 7. Management's Discussion and Analysis of
Financial  Condition and Results of Operations - Capital  Resources,  Short-Term
Liquidity and Long Term Liquidity.



                                     PART I

Item 1.  Business

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


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


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

                                                         1

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

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

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

Major Tenants

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

Joint Venture Arrangement and Tenancy in Common Arrangements

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


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


                                                         2

<PAGE>



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

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


         In addition to the above joint venture agreement,  in January 1996, the
Partnership  entered  into an  agreement  to hold a Golden  Corral  Property  as
tenants-in-common  with CNL Income Fund IV,  Ltd.,  CNL Income Fund VI, Ltd. and
CNL  Income  Fund X,  Ltd.,  each of which is a  limited  partnership  organized
pursuant  to the laws of the State of Florida  and an  affiliate  of the General
Partners. The agreement provides for the Partnership and the affiliates to share
in the profits and losses of the  Property in  proportion  to each co-  tenant's
percentage  interest.  The Partnership  owns a 15.02% interest in this Property.
The tenancy in common  agreement  restricts  each  co-tenant's  ability to sell,
transfer,  or assign its  interest in the tenancy in common's  Property  without
first offering it for sale to the remaining co-tenant.

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

Certain Management Services

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

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

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



Employees

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


Item 2.  Properties


         As of December 31, 1997, the Partnership owned 49 Properties. Of the 49
Properties, 42 are owned by the Partnership in fee simple, six are owned through
one joint  venture  arrangement  and one Property is owned  through a tenancy in
common  arrangement.  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 filed with this report for a listing of
the  Properties  and their  respective  costs,  including  acquisition  fees and
certain acquisition expenses.


Description of Properties

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



                                                         3

<PAGE>




         The following table lists the Properties owned by the Partnership as of
December 31, 1997 by state. More detailed information  regarding the location of
the  Properties  is  contained  in the  Schedule of Real Estate and  Accumulated
Depreciation filed with this report.

         State                                       Number of Properties
         -----                                       --------------------

         Alabama                                              1
         California                                           3
         Florida                                              9
         Georgia                                              4
         Kentucky                                             1
         Minnesota                                            1
         Missouri                                             1
         Mississippi                                          1
         North Carolina                                       6
         New Jersey                                           1
         New Mexico                                           1
         Ohio                                                 2
         Oklahoma                                             2
         Pennsylvania                                         2
         South Carolina                                       5
         Tennessee                                            4
         Texas                                                4
         Virginia                                             1
                                                        -------
         TOTAL PROPERTIES:                                   49
                                                        =======

         Buildings.  Each of the Properties owned by the Partnership  includes a
building that is one of a Restaurant  Chain's  approved  designs.  However,  the
buildings located on the 14 Checkers Properties owned by the Partnership and one
Boston Market  Property owned by Wood-Ridge  Real Estate Joint Venture are owned
by the tenants. The buildings generally are rectangular and are constructed from
various  combinations of stucco,  steel,  wood, brick and tile. The sizes of the
buildings  owned by the  Partnership  range from  approximately  1,500 to 11,000
square feet.  All buildings on Properties  are  freestanding  and  surrounded by
paved  parking  areas.  Buildings  are suitable for  conversion to various uses,
although  modifications  may be required prior to use for other than  restaurant
operations. As of December 31, 1997, the Partnership had no plans for renovation
of  the  Properties.   Depreciation   expense  is  computed  for  buildings  and
improvements using the straight line method using a depreciable life of 40 years
for federal  income tax purposes.  As of December 31, 1997,  the aggregate  cost
basis of the Properties  owned by the Partnership and joint ventures  (including
the Property owned through a tenancy in common  arrangement)  for federal income
tax purposes was $32,521,622 and $4,678,838, respectively.




                                                         4

<PAGE>




         The following table lists the Properties owned by the Partnership as of
December 31, 1997 by Restaurant Chain.

         Restaurant Chain                          Number of Properties
         ----------------                          --------------------

         Boston Market                                       4
         Checkers                                           14
         Denny's                                             2
         East Side Mario's                                   1
         Golden Corral                                       5
         Hardee's                                            7
         Jack in the Box                                     4
         Long John Silver's                                  9
         Quincy's                                            1
         Taco Bell                                           1
         Wendy's                                             1
                                                        ------
         TOTAL PROPERTIES                                   49
                                                        ======

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

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

         Leases.  The Partnership leases the Properties to operators of selected
national and regional fast-food restaurant chains. The leases are generally on a
long-term  "triple  net"  basis,  meaning  that the  tenant is  responsible  for
repairs,  maintenance,  property taxes,  utilities and insurance.  Generally,  a
lessee is required, under the terms of its lease agreement, to make such capital
expenditures as may be reasonably  necessary to refurbish  buildings,  premises,
signs  and  equipment  so  as  to  comply  with  the  lessee's  obligations,  if
applicable,  under the  franchise  agreement  to reflect the current  commercial
image of its Restaurant  Chain.  These capital  expenditures  are required to be
paid by the lessee during the term of the lease.  The terms of the leases of the
Properties owned by the Partnership are described in Item 1. Business - Leases.

         At December 31, 1997,  1996, 1995, and 1994, all of the Properties were
occupied. The following is a schedule of the average annual rent for each of the
years ended December 31:
<TABLE>
<CAPTION>
<S> <C>
                                                          For the Year Ended December 31:
                                   1997            1996              1995             1994           1993 (2)
                              ------------------------------------------------------------------------------------

    Rental Revenues (1)        $3,906,700        $3,905,897       $3,838,766        $1,140,187         -
    Properties                         49                48               44                43         -
    Average Rent per Unit         $79,729           $81,373          $87,245           $26,516         -
</TABLE>

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

(2)      The date for 1993 represents the  period  September  2,  1993  (date of
         inception) to December 31, 1993.

                                                         6

<PAGE>


         The following is a schedule of lease expirations for leases in place as
of  December  31,  1997  for  each of the ten  years  beginning  with  1998  and
thereafter.
<TABLE>
<CAPTION>
<S> <C>
                                                                                            Percentage of
                                            Number              Annual Rental                Gross Annual
        Expiration Year                 of Leases                  Revenues                 Rental Income
    -----------------------        ------------------       --------------------            --------------
               1998                             -                          -                            -
               1999                             -                          -                            -
               2000                             -                          -                            -
               2001                             -                          -                            -
               2002                             -                          -                            -
               2003                             -                          -                            -
               2004                             -                          -                            -
               2005                             -                          -                            -
               2006                             -                          -                            -
               2007                             -                          -                            -
               Thereafter                      49                  3,902,021                      100.00%
                                          -------            ---------------               --------------
               Totals                          49                  3,902,021                      100.00%
                                          =======            ===============               ==============
</TABLE>

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

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

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

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

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

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

Competition

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

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


                                     PART II


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


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

Capital Resources

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

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

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

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


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

      Currently,   cash  reserves  and  rental  income  from  the  Partnership's
Properties and net sales proceeds received from the sale of Properties,  pending
reinvestment in additional Properties,  are invested in money market accounts or
other short-term,  highly liquid  investments such as demand deposit accounts at
commercial banks, CDs and money market accounts with less than a 30-day maturity
date, pending the Partnership's use of such funds to pay Partnership expenses or
make  distributions  to  partners.  At December 31, 1997,  the  Partnership  had
$1,614,708 invested in such short-term  investments as compared to $1,536,163 at
December 31, 1996. As of December 31, 1997, the average  interest rate earned on
the rental income  deposited in demand deposit  accounts at commercial banks was
approximately three percent annually.  The funds remaining at December 31, 1997,
after payment of distributions and other  liabilities,  will be used to meet the
Partnership's working capital and other needs.

 Short-Term Liquidity

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


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

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

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


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

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

Long-Term Liquidity

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


Results of Operations

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

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

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

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


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

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

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



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



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

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




                                                         7

<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 29th day of
July, 1999.


                                            CNL INCOME FUND XV, LTD.

                                            By:    CNL REALTY CORPORATION
                                                   General Partner

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


                                            By:    ROBERT A. BOURNE
                                                   General Partner

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


                                            By:    JAMES M. SENEFF, JR.
                                                   General Partner

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



<PAGE>


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

        Signature                  Title                          Date
        ---------                  -----                          ----

/s/ Robert A. Bourne        President, Treasurer and           July 29, 1999
--------------------        Director (Principal Financial
Robert A. Bourne            and Accounting Officer)



/s/ James M. Seneff, Jr.    Chief Executive Officer            July 29, 1999
------------------------    and Director (Principal
James M. Seneff, Jr.        Executive Officer)



<PAGE>