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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the quarterly period ended June 30, 2004



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

333-108355



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CNL Income Properties, Inc.

(Exact name of registrant as specified in its
charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Maryland                                                       |  | 20-0183627                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|450 South Orange Avenue Orlando, Florida |  | 32801     
|(Address of principal executive offices) |  | (Zip Code)



Registrants
telephone number (including area code) (407) 650-1000



---



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 for 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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x



The number of shares of common stock
outstanding as of August 2, 2004 was 1,606,475.



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##### Table of Contents

CNL INCOME PROPERTIES, INC.



INDEX



|               |  |                       |  |                                                                                       |  |        
|-------------- |  | --------------------- |  | ------------------------------------------------------------------------------------- |  | -------
|               |  |                       |  |                                                                                       |  | Page   
|Part I.        |  | Financial Information |  |                                                                                      
|               |  |                       | 
|               |  | Item 1.               |  | Financial Statements:                                                                 |  |        
|               |  |                       | 
|               |  |                       |  | Condensed Balance Sheets                                                              |  | 2      
|               |  |                       | 
|               |  |                       |  | Condensed Statement of Operations                                                     |  | 3      
|               |  |                       | 
|               |  |                       |  | Condensed Statements of Stockholders Equity                                          |  | 4      
|               |  |                       | 
|               |  |                       |  | Condensed Statement of Cash Flows                                                     |  | 5      
|               |  |                       | 
|               |  |                       |  | Notes to Condensed Financial Statements                                               |  | 6 - 9  
|               |  |                       | 
|               |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 10 - 12
|               |  |                       | 
|               |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risk                            |  | 13     
|               |  |                       | 
|               |  | Item 4.               |  | Controls and Procedures                                                               |  | 13     
|               |  |                      
|Part II.       |  | Other Information     |  | 13                                                                                   
|               |  |                       | 
|               |  | Item 1.               |  | Legal Proceedings                                                                     |  | 13     
|               |  |                       | 
|               |  | Item 2.               |  | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities      |  | 13 - 14
|               |  |                       | 
|               |  | Item 3.               |  | Defaults Upon Senior Securities                                                       |  | 14     
|               |  |                       | 
|               |  | Item 4.               |  | Submission of Matters to a Vote of Security Holders                                   |  | 14     
|               |  |                       | 
|               |  | Item 5.               |  | Other Information                                                                     |  | 14     
|               |  |                       | 
|               |  | Item 6.               |  | Exhibits and Reports on Form 8-K                                                      |  | 14 - 15
|               | 
|Signatures     |  | 16                   
|               | 
|Certifications |  |                      





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##### Table of Contents

CNL INCOME PROPERTIES, INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)



|                                                                                                                                                                                                                  |  |              |           |   |                  |   |          
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | --------- | - | ---------------- | - | ---------
|                                                                                                                                                                                                                  |  | June 30,2004 |           |   | December 31,2003
|ASSETS                                                                                                                                                                                                            |  |              |           |   |                  |   |          
|                                                                                                                                                                                                                  |  |             
|Cash                                                                                                                                                                                                              |  | $            | 4,782,653 |   |                  | $ | 1,000    
|Deferred offering costs                                                                                                                                                                                           |  |              | 3,150,921 |   |                  |   | 1,310,797
|Prepaid expenses                                                                                                                                                                                                  |  |              | 168,697   |   |                  |   |         
|Other assets                                                                                                                                                                                                      |  |              | 250,620   |   |                  |   |         
|                                                                                                                                                                                                                  |  |              |           |   |                  |   |          
|Total Assets                                                                                                                                                                                                      |  | $            | 8,352,891 |   |                  | $ | 1,311,797
|                                                                                                                                                                                                                  |  |              |           |   |                  |   |          
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                              |  |              |           |   |                  |   |          
|                                                                                                                                                                                                                  |  |             
|Accounts payable and accrued expenses                                                                                                                                                                             |  | $            | 193,347   |   |                  | $ | 72,000   
|Due to affiliates                                                                                                                                                                                                 |  |              | 4,089,436 |   |                  |   | 1,039,797
|Distributions payable                                                                                                                                                                                             |  |              | 24,732    |   |                  |   |         
|                                                                                                                                                                                                                  |  |              |           |   |                  |   |          
|                                                                                                                                                                                                                  |  |              | 4,307,515 |   |                  |   | 1,111,797
|                                                                                                                                                                                                                  |  |              |           |   |                  |   |          
|Stockholders equity:                                                                                                                                                                                             |  |              |           |   |                  |   |          
|Preferred stock $.01 par value per share200 million shares authorized and unissued at June 30, 2004, and no shares authorized or issued at
December 31, 2003                                                      |  |              |          |   |                  |   |         
|Excess shares $.01 par value per share120 million shares authorized and unissued at June 30, 2004, and no shares authorized or issued at
December 31, 2003                                                        |  |              |          |   |                  |   |         
|Common stock, $.01 par value per shareOne billion shares authorized at June 30, 2004, 513,118 shares issued and outstanding; 100,000
shares authorized at December 31, 2003, 20,000 shares issued and outstanding |  |              | 5,131     |   |                  |   | 200      
|Capital in excess of par value                                                                                                                                                                                    |  |              | 4,280,448 |   |                  |   | 199,800  
|Net loss and distributions in excess thereof                                                                                                                                                                      |  |              | (240,203  | ) |                  |   |         
|                                                                                                                                                                                                                  |  |              |           |   |                  |   |          
|                                                                                                                                                                                                                  |  |              | 4,045,376 |   |                  |   | 200,000  
|                                                                                                                                                                                                                  |  |              |           |   |                  |   |          
|Total Liabilities and Stockholders Equity                                                                                                                                                                        |  | $            | 8,352,891 |   |                  | $ | 1,311,797
|                                                                                                                                                                                                                  |  |              |           |   |                  |   |          



See accompanying notes
to condensed financial statements.



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##### Table of Contents

CNL INCOME PROPERTIES, INC.

CONDENSED STATEMENT OF OPERATIONS

(UNAUDITED)



|                                                                                  |  |                                          |          |  
|--------------------------------------------------------------------------------- |  | ---------------------------------------- | -------- | -
|                                                                                  |  | Quarter and SixMonths EndedJune 30, 2004 |         
|Revenues:                                                                         |  |                                          |          |  
|Interest income                                                                   |  | $                                        | 1,393    |  
|                                                                                  |  |                                          |          |  
|Expenses:                                                                         |  |                                          |          |  
|General, operating and administrative                                             |  |                                          | 194,507  |  
|Organization costs                                                                |  |                                          | 22,357   |  
|                                                                                  |  |                                          |          |  
|                                                                                  |  |                                          | 216,864  |  
|                                                                                  |  |                                          |          |  
|Net loss                                                                          |  | $                                        | (215,471 | )
|                                                                                  |  |                                          |          |  
|Loss Per Share of Common Stock (Basic and Diluted)                                |  | $                                        | (0.46    | )
|                                                                                  |  |                                          |          |  
|Weighted Average Number of Shares of Common Stock Outstanding (Basic and Diluted) |  |                                          | 465,537  |  
|                                                                                  |  |                                          |          |  



See accompanying notes
to condensed financial statements.



3



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##### Table of Contents

CNL INCOME PROPERTIES, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS EQUITY



Six Months Ended June 30, 2004 and

August 11, 2003 (Date of Inception) through December 31, 2003

(UNAUDITED)



|                                                                |  |                  |   |  |                                |       |   |                                             |   |           |                           |  |   |          |   |  |   |           |  
|--------------------------------------------------------------- |  | ---------------- | - |  | ------------------------------ | ----- | - | ------------------------------------------- | - | --------- | ------------------------- |  | - | -------- | - |  | - | --------- | -
|                                                                |  | Common Stock     |   |  | Capital in Excess of Par Value |       |   | Net Loss andDistributions in Excess Thereof |   |           | Total StockholdersEquity | 
|                                                                |  | Number of Shares |   |  | Par Value                      |       |   |                                             |  
|Balance at August 11, 2003 (Date of Inception )                 |  |                 |   |  | $                              |      |   |                                             | $ |          |                           |  | $ |         |   |  | $ |          |  
|Cash received from sale of common stock to CNL Income Corp.     |  | 20,000           |   |  |                                | 200   |   |                                             |   | 199,800   |                           |  |   |         |   |  |   | 200,000   |  
|                                                                |  |                  |   |  |                                |       |   |                                             |   |           |                           |  |   |          |   |  |   |           |  
|Balance at December 31, 2003                                    |  | 20,000           |   |  |                                | 200   |   |                                             |   | 199,800   |                           |  |   |         |   |  |   | 200,000   |  
|Subscriptions received for common stock through public offering |  | 500,618          |   |  |                                | 5,006 |   |                                             |   | 4,850,254 |                           |  |   |         |   |  |   | 4,855,260 |  
|Subscriptions held in escrow                                    |  | (7,500           | ) |  |                                | (75   | ) |                                             |   | (74,925   | )                         |  |   |         |   |  |   | (75,000   | )
|Stock issuance and offering costs                               |  |                 |   |  |                                |      |   |                                             |   | (694,681  | )                         |  |   |         |   |  |   | (694,681  | )
|Net loss                                                        |  |                 |   |  |                                |      |   |                                             |   |          |                           |  |   | (215,471 | ) |  |   | (215,471  | )
|Distributions declared but not paid                             |  |                 |   |  |                                |      |   |                                             |   |          |                           |  |   | (24,732  | ) |  |   | (24,732   | )
|                                                                |  |                  |   |  |                                |       |   |                                             |   |           |                           |  |   |          |   |  |   |           |  
|Balance at June 30, 2004                                        |  | 513,118          |   |  | $                              | 5,131 |   |                                             | $ | 4,280,448 |                           |  | $ | (240,203 | ) |  | $ | 4,045,376 |  
|                                                                |  |                  |   |  |                                |       |   |                                             |   |           |                           |  |   |          |   |  |   |           |  



See accompanying notes
to condensed financial statements.



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CNL INCOME PROPERTIES, INC.

CONDENSED STATEMENT OF CASH FLOWS

(UNAUDITED)



|                                                                                                             |  |                                          |          
|------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------- | ---------
|                                                                                                             |  | Quarter and SixMonths EndedJune 30, 2004
|Net Cash Flows from Operating Activities                                                                     |  | $                                        | 1,393    
|                                                                                                             | 
|Net Cash Flows from Financing Activities:                                                                    |  |                                          |          
|Subscriptions received from stockholders                                                                     |  |                                          | 4,780,260
|                                                                                                             |  |                                          |          
|Net Increase in Cash                                                                                         |  |                                          | 4,781,653
|                                                                                                             | 
|Cash at December 31, 2003                                                                                    |  |                                          | 1,000    
|                                                                                                             |  |                                          |          
|Cash at June 30, 2004                                                                                        |  | $                                        | 4,782,653
|                                                                                                             |  |                                          |          
|Supplemental Disclosure of Non-cash Investing Activities:                                                    |  |                                          |          
|Amounts incurred but not paid (included in Due to affiliates and/or Accounts payable and accrued expenses ): |  |                                          |          
|                                                                                                             | 
|Deferred acquisition fees and costs                                                                          |  | $                                        | 250,620  
|                                                                                                             |  |                                          |          
|Supplemental Disclosure of Non-cash Financing Activities:                                                    |  |                                          |          
|Amounts incurred but not paid (included in Due to affiliates and/or Accounts payable and accrued expenses ): |  |                                          |          
|                                                                                                             | 
|Offering and stock issuance costs                                                                            |  | $                                        | 2,534,806
|                                                                                                             |  |                                          |          
|Distributions declared but not paid                                                                          |  | $                                        | 24,732   
|                                                                                                             |  |                                          |          



See accompanying notes
to condensed financial statements.



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CNL INCOME PROPERTIES, INC.



NOTES TO
CONDENSED FINANCIAL STATEMENTS



Quarter and Six Months Ended
June 30, 2004 and

August 11, 2003 (Date of Inception) through December 31, 2003

(UNAUDITED)



|1. | Organization and Nature of Business:
|-- | ------------------------------------



CNL Income Properties, Inc. (the Company) was organized in Maryland on August 11, 2003. The Company was formed primarily to acquire properties
in the United States that will be leased primarily on a long-term (generally 10 to 20 years, plus renewal options for an additional 10 to 20 years), triple-net basis to tenants or operators who are significant industry leaders. The asset classes in
which the Company initially is most likely to invest include the following:



| |  | Property leased to dealerships
| | - | ------------------------------



| |  | Campgrounds and manufactured housing, mobile home or recreational vehicle (RV) parks
| | - | --------------------------------------------------------------------------------------



| |  | Health clubs
| | - | ------------



| |  | Parking lots
| | - | ------------



| |  | Bowling alleys
| | - | --------------



| |  | Marinas
| | - | -------



| |  | Ski resorts, including real estate in and around ski resorts such as ski-in/ski-out alpine villages, lodging and other related properties
| | - | -----------------------------------------------------------------------------------------------------------------------------------------



| |  | Golf courses, including golf clubs and courses
| | - | ----------------------------------------------



| |  | Manufacturers outlet centers
| | - | -----------------------------



The Company may also make or acquire loans and other permitted investments related to interests in real estate and may purchase interests in such
financings such as real estate receivables, real estate equity securities and real estate debt securities. In addition, the Company may invest up to 10% of its assets in businesses that provide services to, or are otherwise ancillary to, the types
of properties in which it is permitted to invest. As of June 30, 2004 and December 31, 2003, the Company did not own any properties and had not made any loans or other investments.



|2. | Significant Accounting Policies:
|-- | --------------------------------



Basis of Presentation  The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions to
Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles. The financial statements reflect all adjustments, consisting of normal recurring adjustments, which are, in the opinion of
management, necessary for a fair statement of the results for the interim period presented. Amounts as of December 31, 2003, included in the financial statements, have been derived from audited financial statements as of that date. The Company
commenced active operations on June 23, 2004, when the minimum required offering proceeds had been received and funds were released from escrow.



Loss per share  Loss per share is calculated based upon the weighted average number of shares of common stock outstanding during the period
in which the Company was operational. The weighted average number of shares of common stock outstanding for the period June 23, 2004 through June 30, 2004 was 465,537.



Reclassifications  Certain prior period amounts in the condensed financial statements have been reclassified to
conform with the current period presentation.



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##### Table of Contents

CNL INCOME PROPERTIES, INC.



NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED



Quarter and Six Months Ended June 30, 2004 and

August 11, 2003 (Date of Inception) through December 31, 2003

(UNAUDITED)



|3. | Income Taxes:
|-- | -------------



The Company intends to make an election to be taxed as a real estate investment trust (REIT) under Sections 856 through 860 of the Internal
Revenue Code (the Code) commencing with its taxable year ending December 31, 2004. If the Company qualifies for taxation as a REIT, the Company generally will not be subject to federal corporate income tax to the extent it distributes at
least 90 percent of its REIT taxable income to its stockholders.



REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and
excise taxes on its undistributed income.



|4. | Public Offering:
|-- | ----------------



Beginning on April 16, 2004, the Company offered for sale up to $2 billion in shares of common stock (200 million shares of common stock at $10 per share)
(the Offering), pursuant to a registration statement on Form S-11 under the Securities Act of 1933. As of June 23, 2004, the Company had received aggregate subscription proceeds in excess of the minimum offering amount of $2,500,000 and
funds were released from escrow. A portion of the proceeds representing funds received from Pennsylvania investors, which amounted to $75,000 as of June 30, 2004, will remain in escrow until aggregate subscription proceeds total at least
$65,000,000.



The Offering provides for five million shares of
common stock initially designated for purchase through a reinvestment plan pursuant to which stockholders may elect to have the full amount of their cash distributions from the Company reinvested in additional shares of common stock at $9.50 per
share.



|5. | Deferred Offering and Stock Issuance Costs:
|-- | -------------------------------------------



The Company has and will continue to incur costs in connection with the Offering and issuance of shares, including filing fees, legal, accounting,
printing, selling commissions, marketing support fees, due diligence expense reimbursements and escrow fees, which are deducted from the gross proceeds of the Offering. Costs incurred for activities prior to raising capital were advanced or funded
by an affiliate (see note 7).



As of June 30, 2004, the total
offering and stock issuance costs incurred were $3,845,602. The terms of the Offering stipulate that the total amount of selling commissions, marketing support fees, due diligence expense reimbursements, and offering and organization costs to be
paid by the Company may not exceed 15% of the aggregate offering proceeds. Therefore, offering costs in the amount of $3,150,921, representing the portion of those costs exceeding 15% of the offering proceeds, have been deferred as of June 30, 2004.
The deferred offering costs will be deducted from future offering proceeds and reimbursed to affiliates to the extent the costs are within the 15% limitation. The remaining $694,681 was deducted from the offering proceeds and charged to capital in
excess of par value.



|6. | Other Assets:
|-- | -------------



Other assets consist of acquisition fees and miscellaneous acquisition expenses that will be allocated to future properties and other permitted
investments that may be acquired.



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##### Table of Contents

CNL INCOME PROPERTIES, INC.



NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED



Quarter and Six Months Ended June 30, 2004 and

August 11, 2003 (Date of Inception) through December 31, 2003

(UNAUDITED)



|7. | Related Party Arrangements:
|-- | ---------------------------



Affiliates of the Company will receive fees and compensation in connection with the organization, the Offering, and the acquisition, management and sale
of the assets of the Company.



CNL Income Corp., a stockholder
and the advisor (the Advisor) of the Company, is entitled to receive acquisition fees for services in the selection, purchase, development or construction of real property, generally equal to 3% of gross offering proceeds from the
Offering, and 3% of loan proceeds for services in connection with the incurrence of debt. During the six months ended June 30, 2004, the Company incurred $147,936 in acquisition fees.



The Advisor and its affiliates are also entitled to reimbursement of costs incurred on behalf of the Company in connection
with its organization, offering, acquisitions, and operating activities (subject to certain limitations), which totaled $2,608,819 during the six months ended June 30, 2004.



CNL Securities Corp., the managing dealer, will receive selling commissions of up to 6.5% of gross offering proceeds on all
shares sold, a marketing support fee of up to 2.5% of gross offering proceeds, and reimbursement of actual expenses incurred in connection with due diligence of the Offering. A substantial portion of the selling commissions and marketing support
fees may be reallowed to participating broker dealers. During the six months ended June 30, 2004, the Company incurred $211,527 of selling commissions and $81,357 of marketing support fees and due diligence expense reimbursements.



Amounts due to affiliates for fees and expenses described above are as
follows:



|                                      |  |               |           |                   |   |          
|------------------------------------- |  | ------------- | --------- | ----------------- | - | ---------
|                                      |  | June 30, 2004 |           | December 31, 2003
|Due to Advisor and certain affiliates |  | $             | 3,796,552 |                   | $ | 1,039,797
|Due to CNL Securities Corp.           |  |               | 292,884   |                   |   |         
|                                      |  |               |           |                   |   |          
|                                      |  | $             | 4,089,436 |                   | $ | 1,039,797
|                                      |  |               |           |                   |   |          



Under the terms of an
advisory agreement, operating expenses (which, in general, are those expenses relating to administration of the Company on an ongoing basis) will be reimbursed by the Company to the Advisor. To the extent that operating expenses payable or
reimbursable by the Company, in any four consecutive fiscal quarters (the Expense Year), exceed the greater of 2% of average invested assets or 25% of net income, the Advisor shall reimburse the Company, within 60 days after the end of
the Expense Year, the amount by which the total operating expenses paid or incurred by the Company exceed the greater of the 2% or 25% threshold.



8



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##### Table of Contents

CNL INCOME PROPERTIES, INC.



NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED



Quarter and Six Months Ended June 30, 2004 and

August 11, 2003 (Date of Inception) through December 31, 2003

(UNAUDITED)



|8. | Distributions:
|-- | --------------



In order to qualify as a REIT for federal income tax purposes, the Company must, among other things, make distributions each taxable year equal to at
least 90% of its real estate investment trust taxable income. The Company intends to make regular distributions, and the board of directors currently intends to declare distributions on a monthly basis using the first day of the month as the record
date.



On June 24, 2004, the Companys board of directors
declared distributions of $.0082 per share to stockholders of record on June 25, 2004, and of $.0417 per share to stockholders of record on July 1, 2004. Both distributions will be paid to stockholders by September 20, 2004. In the event that the
Company does not have sufficient cash from operations to fund such distributions, CNL Financial Group, Inc., an affiliate of the Company, has committed to lend the Company funds necessary to cover any shortfall.



|9. | Stockholders Equity:
|-- | ---------------------



At December 31, 2003, the Company was authorized to issue a total of 100,000 shares of common stock. On March 11, 2004, the Company amended its articles
of incorporation to authorize the issuance of 1.32 billion shares of capital stock, consisting of one billion shares of common stock, $0.01 par value per share, 200 million shares of preferred stock, and 120 million shares of excess stock
(Excess Shares), $0.01 par value per share. Of the 120 million Excess Shares, 100 million are issuable in exchange for common stock and 20 million are issuable in exchange for preferred stock.



|10. | Subsequent Events:
|--- | ------------------



During the period July 1, 2004 through August 2, 2004, the Company received additional subscription proceeds of $10,892,952 (1,093,357 shares). As of
August 2, 2004 the aggregate subscription proceeds totaled $15,673,212, excluding $159,289 from Pennsylvania investors whose funds will be held in escrow until aggregate subscription proceeds total at least $65,000,000.



On July 30, 2004 the Company declared distributions totaling $65,095, or
$0.0417 per share of common stock, payable by September 20, 2004, to stockholders of record on August 1, 2004.



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##### Table of Contents

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



INTRODUCTION



The following information contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. These statements generally are characterized by the use of terms such as may, will, should, plan, anticipate, estimate,
predict, believe and expect or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable
assumptions, our actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include the following: changes in general economic conditions, changes in government
regulations, changes in local and national real estate conditions, terrorism, extended U.S. military combat operations, our ability to obtain a line of credit or permanent financing on satisfactory terms, availability of proceeds from our offering
of shares, our ability to identify suitable investments, our ability to locate suitable tenants for our properties and borrowers for mortgage loans, and the ability of such tenants and borrowers to make payments under their respective leases or
mortgage loans. Given these uncertainties, we caution you not to place undue reliance on such statements. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect
future events or circumstances or to reflect the occurrence of unanticipated events.



OVERVIEW



CNL Income Properties, Inc.
(the Company) was formed on August 11, 2003. Beginning on April 16, 2004, we offered for sale up to $2 billion in shares of common stock (200 million shares of common stock at $10 per share) pursuant to a registration statement on Form
S-11 under the Securities Act of 1933 (the Offering). We commenced active operations on June 23, 2004, when the minimum required offering proceeds had been received and funds were released to us from escrow. The activities from August
11, 2003 through June 23, 2004 were devoted to the organization of the Company. We will use the proceeds from the Offering for investments in properties, loans and other permitted investments, as well as the payment or reimbursement of fees and
expenses of the Offering and fees and expenses relating to the selection, acquisition and development of properties, loans, and other permitted investments. We have not yet entered into any commitments to acquire properties and are not currently
subject to any contingent liabilities due to the limited nature of our activities.



We intend to make an election under Section 856(c) of the Internal Revenue Code (the Code) to be taxed as a real estate investment trust (a REIT), beginning with the taxable year ending
December 31, 2004. If we qualify as a REIT for federal income tax purposes, we generally will not be subject to federal income tax on income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be
subject to federal income tax on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which our qualification is denied. Such
an event could materially and adversely affect our net income. However, we believe that we are organized and will operate in a manner that will enable us to qualify for treatment as a REIT for federal income tax purposes during the year ending
December 31, 2004, and we intend to operate so as to remain qualified as a REIT for federal income tax purposes.



LIQUIDITY AND CAPITAL RESOURCES



We are not aware of any material trends or uncertainties, favorable or unfavorable, that may be reasonably anticipated to
have a material impact on either capital resources or the revenues or income to be derived from the acquisition and operation of properties, loans and other permitted investments, other than those referred to in the prospectus (the
Prospectus) for our current effective offering, including, without limitation, those set forth under the section titled Risk Factors.



As of June 30, 2004, we had received subscription proceeds in connection with the Offering of $4,855,260 (500,618 shares), less the proceeds from
Pennsylvania investors held in escrow of $75,000 (7,500 shares), in addition to the initial capital contribution received from CNL Income Corp. (our Advisor) of $200,000 (20,000 shares). During the period July 1, 2004 through August 2,
2004, we received additional subscription proceeds of $10,892,952 (1,093,357 shares). As of August 2, 2004 we had received total subscription proceeds of $15,673,212, excluding $159,289 from Pennsylvania investors whose funds will be held in escrow
until aggregate subscription proceeds total at least $65,000,000.



We will use the net offering proceeds from the Offering to purchase properties and to invest in loans and other permitted investments. In addition, we intend to borrow money to acquire assets and to pay certain related fees. We also intend
to encumber assets in connection with such borrowing. We plan to obtain lines of credit, in an amount up to $100 million, and permanent financing. The lines of credit may be increased at the discretion of our board of directors and may be repaid
with



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offering proceeds, proceeds from the sale of assets, working capital or permanent financing. The aggregate amount of any
permanent financing is not expected to exceed 50% of our total assets. The maximum amount we may borrow is 300% of our net assets in the absence of a satisfactory showing that a higher level of borrowing is appropriate. In order to borrow an amount
in excess of 300% of our net assets, a majority of the independent members of our board of directors must approve the borrowing, and the borrowing must be disclosed and explained to stockholders in our first quarterly report after such approval
occurs. We have engaged in preliminary discussions with potential lenders but have yet to receive a commitment for a line of credit or any permanent financing and there is no assurance that we will obtain any line of credit or permanent financing on
satisfactory terms, or at all.



We have not entered into any
arrangements to acquire any specific property or to make or invest in any specific loan or other permitted investment. The number of properties, loans and other permitted investments we may acquire or make will depend upon the number of shares sold
and the resulting amount of the net offering proceeds available for investment in such properties, loans and other permitted investments. If only a limited number of shares are sold in excess of the minimum offering amount, then we will likely make
only one or a limited number of investments and we will not achieve a significant diversification of our investments.



We intend to pay distributions to our stockholders on a quarterly basis. The amount of distributions declared to our stockholders will be determined by
our board of directors and is dependent upon a number of factors, including net cash from operations, our financial condition and annual distribution requirements needed to maintain our status as a REIT under the Code. Operating cash flows are
expected to be generated from properties, loans and other permitted investments acquired or made by us.



At June 30, 2004 and December 31, 2003, our total assets were $8,352,891 and $1,311,797, respectively. The increase in total assets is a result of the
receipt of subscription proceeds from the Offering, additional offering costs incurred and capitalized, and prepaid expenses and acquisition costs incurred during the six months ended June 30, 2004.



As of June 30, 2004, we owed affiliates $4,089,436 for certain organization
and offering costs, acquisition fees, selling commissions, marketing support fees and due diligence expense reimbursements, and operating expenses incurred on our behalf.



For the six months ended June 30, 2004, our net cash flows from operating activities of $1,393 consisted solely of interest
income earned and received during the period in which we were operational. Cash flows from financing activities for the period were $4,780,260 and consisted solely of the subscription proceeds received in connection with the Offering, net of $75,000
in subscriptions received from Pennsylvania investors which will remain in escrow until the aggregate subscription proceeds total at least $65,000,000.



RESULTS OF OPERATIONS



From the time of our formation on August 11, 2003 through June 23, 2004 we had not commenced active operations because we were in our organizational stage
and had not received the minimum required offering amount of $2,500,000 (250,000 shares). Operations commenced on June 23, 2004 when we received aggregate subscription proceeds in excess of the minimum offering amount. The results from operations
for the quarter and six months ended June 30, 2004 include only the interest income earned subsequent to becoming operational, organizational costs incurred on our behalf by an affiliate, and general operating and administrative expenses for the
period. The results of operations for the six months ended June 30, 2004 are not necessarily indicative of future performance due to the incurrence of organizational costs and the limited time in which we were operational.



We are not aware of any material trends or uncertainties that may reasonably
be expected to have a material impact, favorable or unfavorable, on revenues or income from the purchase and operations of properties, loans and other permitted investments, other than those referred to in our Prospectus, including, without
limitation, those set forth under the section titled Risk Factors.



Critical Accounting Policies



Consolidation. The consolidated financial statements will include the accounts of the Company and our wholly owned subsidiaries or subsidiaries in which we have a controlling interest or are the primary
beneficiary as defined in FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities. The equity method of accounting will be applied in the consolidated financial statements with respect to those
investments in joint ventures in which we have less than a controlling interest due to the significance of rights held by other parties. All material intercompany balances and transactions will be eliminated in consolidation.



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Allocation of Purchase Price for Acquisition of Real Estate. We intend to primarily acquire
properties and lease primarily, on a triple-net basis, to single corporate tenants in sale-leaseback transactions. The leases are expected to be long-term leases. Initial lease terms are expected to range from 10 to 20 years. Extension options are
expected to be granted to the lessee due to the significance of the properties to their business.



We will allocate the purchase price of properties to the tangible and intangible assets acquired and the liabilities assumed as provided by Statement of
Financial Accounting Standards No. 141, Business Combinations. For each acquisition, we will assess the value of the land, building, tenant improvements and intangible assets, including in-place leases, above-market or below-market lease
values and the value of tenant relationships based on their estimated fair values. The value of the buildings acquired will be determined on an as-if vacant basis. The values determined will be based on independent appraisals or on our estimates
reflecting the facts and circumstances of each acquisition.



Impairments. We will evaluate our investments in real estate and any unconsolidated joint ventures for impairment periodically (no less than once per year) and whenever events or changes in circumstances indicate that the carrying
amount of the assets may not be recoverable through operations. We will determine whether impairment in value has occurred by comparing the undiscounted cash flows, including the estimated residual value of the asset, to the carrying amount of the
individual asset. If impairment is indicated, the assets are adjusted to their estimated fair value.



Leases. Our leases with third party tenants will be accounted for under the provisions of Statement of Financial Accounting Standards No. 13,
Accounting for Leases. This statement requires us to estimate the economic life of the leased property, the residual values of the leased property and the present value of the minimum lease payments to be received from the tenant in
order to determine whether the lease is classified as an operating lease or a financing transaction. Changes in our estimates or assumptions regarding residual values or the collectibility of minimum lease payments could result in different
accounting treatment of the lease.



Acquisition Fees and
Costs. Acquisition fees and miscellaneous acquisition costs that are directly identifiable with potential investments in real estate or mortgages will be capitalized and included in other assets. Upon purchase of real estate, origination of a
mortgage loan or the entrance into a joint venture, the fees and costs that are directly identifiable with that investment will be reclassified to the associated asset. In the event an investment is not made or is no longer probable of being made,
any costs directly related to the investment will be charged to expense.



Revenue Recognition. We will record revenue as it is earned. Contingent rent and interest that is due based upon the achievement of operational results by the tenants or borrowers will be recorded when the
underlying threshold has been reached in accordance with the provisions of Staff Accounting Bulletin 101.



Inflation



We intend to lease properties we acquire primarily on a long-term (generally 10 to 20 years, plus renewal options for an additional 10 to 20 years),
triple-net basis to tenants or operators who are significant industry leaders. An operator will be considered a significant industry leader if it has one or more of the following traits: many or more years of experience operating in a
particular industry as compared to other operators in that industry; many or more assets managed in a particular industry as compared to other operators in that industry; and/or is deemed by us to be a dominant operator in a particular industry for
reasons other than those aforementioned. Under the triple-net leases in which we contemplate entering, tenants will generally be responsible for repairs, maintenance, property taxes, utilities and insurance for the properties they lease. We expect
to structure our leases to provide for the payment of minimum annual base rent with periodic increases in rent over the lease term or increases in rent based on increases in consumer price indices. In addition, our leases are expected to provide for
the payment of percentage rent generally based on a percentage of gross revenues at the property over certain thresholds.



Long-term, triple-net leases generally will minimize our risk from the adverse effects of inflation. However, inflation could reduce the value of our
investments in properties if the inflation rate is high enough that automatic increases in minimum annual base rent and percentage rent do not keep up with inflation. In addition, our leases generally will permit tenants to leave at the end of the
lease term without penalty, which could expose us to the effect of a decline in market rents. In a deflationary rent environment, we may be exposed to declining rents under our leases upon their expiration. Similarly, a substantial rise in inflation
over the term of an investment in loans or other permitted investments may reduce the actual return on those investments, if they do not otherwise provide for adjustments based upon inflation.



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Item 3. Quantitative and Qualitative Disclosures about Market Risk



We may be exposed to interest rate changes primarily as a result of long-term debt used to acquire properties and make loans and other permitted
investments. Our interest rate risk management objectives will be to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve our objectives, we expect to borrow primarily at fixed
rates or variable rates with the lowest margins available, and in some cases, with the ability to convert variable rates to fixed rates. With regard to variable rate financing, we will assess interest rate cash flow risk by continually identifying
and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities.



Item 4. Controls and Procedures



Pursuant to Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended (the Exchange Act), our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has carried out an
evaluation of the effectiveness of our disclosure controls and procedures (as defined under Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Based upon that evaluation, our management, including
our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures are effective in alerting our management in a timely manner to information required to be disclosed in our periodic SEC filings.



Included as Exhibits 31.1 and 31.2 to this quarterly report on
Form 10-Q are Certifications of the Companys Chief Executive Officer and Principal Financial Officer. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002. This section of the quarterly report on
Form 10-Q, which you are currently reading, is the information concerning the evaluation referred to in the Section 302 certifications. This information should be read in conjunction with the Section 302 certifications for a more complete
understanding of the topics presented.



Disclosure controls and
procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods
specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed
under the Exchange Act is accumulated and communicated to management, including the Companys Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.



PART II Other Information



Item 1. Legal Proceedings - None



Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities



Use of Proceeds from Registered Securities



We registered, pursuant to a registration statement under the Securities Act of 1933 (SEC File Number 333-108355) that became effective on April 16, 2004,
the offering and sale of up to $2 billion in shares of common stock (200 million shares of common stock at $10 per share subject to discounts in certain cases) (the Offering). Of the 200 million shares of common stock that we have
registered, we initially designated five million shares at $9.50 per share for participants in our reinvestment plan.



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As of June 30, 2004, we have sold $4,855,260 (500,618 shares) in connection with the Offering. The shares
sold and the gross offering proceeds received from such sales do not include the 20,000 shares purchased by the Advisor for $200,000 preceding the commencement of the initial offering. There were no shares sold in connection with our reinvestment
plan. Through June 30, 2004, we have incurred the following expenses in connection with the issuance of the registered securities:



|                                                 |  |        |        
|------------------------------------------------ |  | ------ | -------
|                                                 |  | Amount
|Selling commissions                              |  | $      | 211,527
|Marketing support fee and due diligence expenses |  |        | 81,357 
|Offering costs and expenses                      |  |        | 401,797
|                                                 |  |        |        
|Offering and stock issuance costs *              |  | $      | 694,681
|                                                 |  |        |        

---

|* | The total amount of selling commissions, marketing support fees, due diligence expense reimbursements and other offering and organizational expenses are subject to an expense cap
and may not exceed 15% of the gross offering proceeds. An additional $3,150,921 of costs incurred in connection with the Offering (exceeding the 15% expense cap) has been deferred as of June 30, 2004. The deferred offering costs will be deducted
from future offering proceeds and reimbursed to affiliates to the extent that the costs are within the 15% limitation.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The net offering proceeds to us for the Offering, after deducting the total expenses described above, are $4,160,579 at June 30, 2004. The commissions,
marketing support fee and due diligence expenses will be paid to CNL Securities Corp., our managing dealer, and a substantial portion of the commissions and expenses are expected to be reallowed to participating broker-dealers.



As of June 30, 2004, we have not entered into any arrangements to acquire any
specific property or to make or invest in any specific loan or other permitted investment.



Item 3. Defaults Upon Senior Securities - None



Item 4. Submission of Matters to a Vote of Security Holders - None



Item 5. Other Information - None



Item 6. Exhibits and Reports on Form 8-K



The following documents are filed as part of this report.



| | (a) | Exhibits
| | --- | --------



| | 3.1 | CNL Income Properties, Inc. Amended and Restated Articles of Incorporation (Previously filed as Exhibit 3.3 to the Registration Statement on Form S-11 (File No. 333-108355) filed
March 16, 2004, and incorporated herein by reference.)
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3.2 | Articles of Amendment to the Amended and Restated Articles of Incorporation of CNL Income Properties, Inc. (Previously filed as Exhibit 3.5 to the Registration Statement on Form
S-11 (File No. 333-108355) filed April 9, 2004, and incorporated herein by reference.)
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3.3 | CNL Income Properties, Inc. Bylaws (Previously filed as Exhibit 3.4 to the Registration Statement on Form S-11 (File No. 333-108355) filed March 16, 2004, and incorporated herein
by reference.)
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4.1 | CNL Income Properties, Inc. Amended and Restated Articles of Incorporation (Previously filed as Exhibit 3.3 to the Registration Statement on Form S-11 (File No. 333-108355) filed
March 16, 2004, and incorporated herein by reference.)
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4.2 | Articles of Amendment to the Amended and Restated Articles of Incorporation of CNL Income Properties, Inc. (Previously filed as Exhibit 3.5 to the Registration Statement on Form
S-11 (File No. 333-108355) filed April 9, 2004, and incorporated herein by reference.)
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4.3 | CNL Income Properties, Inc. Bylaws (Previously filed as Exhibit 3.4 to the Registration Statement on Form S-11 (File No. 333-108355) filed March 16, 2004, and incorporated herein
by reference.)
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | 4.4 | Form of Reinvestment Plan (Included in the Prospectus as Appendix A which was filed as part of the Registration Statement on Form S-11(File No. 333-108355) filed April 15, 2004,
and incorporated herein by reference.)
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.1 | Form of Escrow Agreement between CNL Income Properties and SouthTrust Bank (Previously filed as Exhibit 10.1 to the Registration Statement on Form S-11 (File No. 333-108355)
filed March 16, 2004, and incorporated herein by reference.)
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.2 | Form of Advisory Agreement (Previously filed as Exhibit 10.2 to the Registration Statement on Form S-11 (File No. 333-108355) filed March 16, 2004, and incorporated herein by
reference.)
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.3 | Form of Reinvestment Plan (Included in the Prospectus as Appendix A and incorporated herein by reference.)
| | ---- | ----------------------------------------------------------------------------------------------------------



| | 10.4 | Indemnification Agreement between CNL Income Properties, Inc. and James M. Seneff, Jr. dated March 2, 2004. Each of the following directors and/or officers has signed a
substantially similar agreement: Robert A. Bourne, Bruce Douglas, Dennis N. Folken, Robert J. Woody dated March 2, 2004 and Thomas J. Hutchison III, R. Byron Carlock, Jr., Tammie A. Quinlan and Charles A. Muller dated April 19, 2004. (Filed
herewith.)
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| | 31.2 | Certification of the Principal Financial Officer, Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| | 32.2 | Certification of the Principal Financial Officer, 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 Company filed Form 8-K on June 25, 2004, which included disclosures under Item 9 in connection with achieving aggregate subscriptions proceeds in excess of the minimum offering
amount and the declaration of stockholder distributions.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES



Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on the 3rdday of August, 2004.





CNL INCOME PROPERTIES, INC.By:

/s/ Thomas J. Hutchison IIITHOMAS J. HUTCHISON IIIChief Executive Officer(Principal Executive Officer)By:

/s/ Tammie A. QuinlanTAMMIE A. QUINLANSenior Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)




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