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, 1999

                                       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 333-47411

                        CNL HEALTH CARE PROPERTIES , INC.
             (Exact name of registrant as specified in its charter)

            Maryland                                 59-3491443
 (State or other jurisdiction of        (I.R.S. Employer Identification No.)
 incorporation or organization)

                             450 South Orange Avenue
                             Orlando, Florida 32801
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (407) 650-1000

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

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

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

                                      None
                                (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 shares of common stock (the
"Shares") on Form S-11 under the  Securities  Act of 1933, as amended.  Since no
established  market for such Shares  exists,  there is no market  value for such
Shares.  Each  Share  was  originally  sold at $10 per  Share.  Based on the $10
offering  price  of the  shares,  $5,632,349  of our  common  stock  was held by
non-affiliates as of February 7, 2000.

         The number of shares of common stock outstanding as of February 7, 2000
was 583,235.

         The Form 10K of CNL Health Care  Properties,  Inc. (the  "Company") for
the  year  ended  December  31,  1999,  is  being  amended  to  include  in  the
SUPPLEMENTAL  INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS  WHICH HAVE NOT REGISTERED  SECURITIES  PERSUANT
SECTION  12 OF THE ACT the  notice of annual  meeting , letter to  stockholders,
proxy card and proxy  statement.  At the time the Company filed its Form 10K, it
represented to the Securities and Exchange  Commission (the  "Commission")  that
copies of such material  would be furnished to the Commission at the time it was
sent to stockholders.

                                   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 11th day of
March, 2000.

                        CNL HEALTH CARE PROPERTIES, INC.

                             By:      ROBERT A. BOURNE
                                      President (Principal Financial
                                      and Accounting Officer)

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


<PAGE>


SUPPLEMENTAL  INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.



<PAGE>
                        CNL HEALTH CARE PROPERTIES, INC.
                             450 South Orange Avenue
                             Orlando, Florida 32801




                                 March 11, 2000










To our Stockholders:

         You are cordially  invited to attend the annual meeting of stockholders
of CNL Health Care  Properties,  Inc.  (the  "Company") on May 10, 2000 at 10:00
a.m. at CNL Center at 450 South Orange Avenue,  Orlando,  Florida. The directors
and officers of the Company look  forward to greeting you  personally.  Enclosed
for your review are the proxy, proxy statement, notice of meeting for the annual
meeting of stockholders and 1999 annual report.

         This year's proxy requests your vote for the election of five directors
and your approval of amendments to the Company's  Amended and Restated  Articles
of Incorporation  (the  "Articles").  These  amendments,  which would permit the
Company to make loans to a wider range of borrowers than is currently  permitted
under the Articles, reflect the Board's desire to enhance the Company's business
opportunities.

         Your vote counts.  Please complete and return the enclosed proxy today,
whether  or not you  plan to  attend  the  annual  meeting.  Thank  you for your
attention to this matter.

Sincerely,


/s/ James M. Seneff, Jr.                    /s/ Robert A. Bourne
----------------------------                -------------------------
James M. Seneff, Jr.                        Robert A. Bourne
Chairman of the Board and                   President
Chief Executive Officer


<PAGE>


                        CNL HEALTH CARE PROPERTIES, INC.
                             450 South Orange Avenue
                             Orlando, Florida 32801


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                                  May 10, 2000


To our Stockholders:


         Notice is hereby given that the 2000 annual meeting of  stockholders of
CNL Health Care Properties, Inc. (the "Company") will be held at CNL Center, 450
South Orange Avenue, Orlando, Florida 32801 on Wednesday, May 10, 2000, at 10:00
a.m., local time, for the following purposes:

     1. to elect five  directors  of the Company for terms  expiring at the 2001
annual meeting of stockholders;

     2. to approve  amendments to the Company's Amended and Restated Articles of
Incorporation  to permit the Company to make loans to a wider range of borrowers
than is currently permitted under the Company's Amended and Restated Articles of
Incorporation; and

     3. to transact such other  business as may properly come before the meeting
or any adjournment or postponement thereof.

     Only  stockholders of record at the close of business on February 23, 2000,
will be  entitled  to notice  of,  and to vote at,  the  annual  meeting  or any
adjournment or postponement thereof.

                                  By Order of the Board of Directors,

                                  /s/ Lynn E. Rose
                                  ------------------------
                                  Lynn E. Rose
                                  Secretary

March 11, 2000
Orlando, Florida

YOUR VOTE IS VERY  IMPORTANT.  WHETHER OR NOT YOU EXPECT TO ATTEND THE  MEETING,
PLEASE SIGN AND DATE THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE POSTAGE-PAID
ENVELOPE PROVIDED.



<PAGE>


                        CNL HEALTH CARE PROPERTIES, INC.
                             450 South Orange Avenue
                             Orlando, Florida 32801




                                 PROXY STATEMENT




     This proxy  statement  is furnished by the Board of Directors of CNL Health
Care Properties, Inc. (the "Company") in connection with the solicitation by the
Board of Directors of proxies to be voted at the annual meeting of  stockholders
to be held on May 10, 2000, and at any adjournment thereof, for the purposes set
forth in the accompanying notice of such meeting.  All stockholders of record at
the close of business on February 23, 2000, will be entitled to vote.

     Any proxy, if received in time,  properly  signed and not revoked,  will be
voted at such meeting in accordance with the directions of the  stockholder.  If
no directions are specified, the proxy will be voted FOR each Proposal set forth
in this proxy statement.  Any stockholder giving a proxy has the power to revoke
it at any time before it is exercised. A proxy may be revoked (1) by delivery of
a written  statement to the  Secretary of the Company  stating that the proxy is
revoked,  (2) by  presentation  at the  annual  meeting  of a  subsequent  proxy
executed by the person  executing  the prior proxy,  or (3) by attendance at the
annual meeting and voting in person.

     Votes cast in person or by proxy at the annual  meeting  will be  tabulated
and a determination  will be made as to whether or not a quorum is present.  The
Company will treat  abstentions  as shares that are present and entitled to vote
for purposes of determining the presence or absence of a quorum,  but as unvoted
for  purposes  of  determining  the  approval  of any  matter  submitted  to the
stockholders.  If a  broker  submits  a proxy  indicating  that it does not have
discretionary  authority as to certain  shares to vote on a  particular  matter,
those shares will not be considered as present and entitled to vote with respect
to such matter.

     Solicitation of proxies will be primarily by mail.  However,  directors and
officers of the Company also may solicit  proxies by telephone or telegram or in
person. All of the expenses of preparing,  assembling,  printing and mailing the
materials  used in the  solicitation  of  proxies  will be paid by the  Company.
Arrangements  may be made with brokerage houses and other  custodians,  nominees
and fiduciaries to forward soliciting materials,  at the expense of the Company,
to the  beneficial  owners of  shares  held of  record  by such  persons.  It is
anticipated  that this proxy  statement  and the  enclosed  proxy  first will be
mailed to stockholders on or about March 11, 2000.

     As of February 23, 2000, 612,485 shares of common stock of the Company were
outstanding.  Each share of common stock entitles the holder thereof to one vote
on each of the matters to be voted upon at the annual meeting.  As of the record
date,  officers and directors of the Company had the power to vote approximately
3% of the outstanding shares of common stock.


<PAGE>






                                                  TABLE OF CONTENTS



PROPOSAL I: ELECTION OF DIRECTORS........................................    3-8

EXECUTIVE COMPENSATION...................................................      8

SECURITY OWNERSHIP.......................................................      8

CERTAIN TRANSACTIONS.....................................................   9-10

PROPOSAL II: APPROVAL OF AMENDMENTS
TO THE COMPANY'S AMENDED AND RESTATED
ARTICLES OF INCORPORATION TO PERMIT
THE COMPANY TO MAKE LOANS TO ADDITIONAL PARTIES..........................10-11

INDEPENDENT AUDITORS...................................................     11

OTHER MATTERS..........................................................     11

PROPOSALS FOR NEXT ANNUAL MEETING......................................     11

ANNUAL REPORT..........................................................     12


<PAGE>


                                   PROPOSAL I:
                              ELECTION OF DIRECTORS

Nominees

     The persons  named below have been  nominated by the Board of Directors for
election as directors to serve until the next annual meeting of  stockholders or
until their successors shall have been elected and qualified. Messrs. Bourne and
Seneff have been directors since December 1997. Messrs.  Dunbar, Moses and Smick
have  served as  directors  since  September  1998.  The table  sets  forth each
nominee's name, age, principal occupation or employment during at least the last
five years, and directorships in other public corporations.

     The  Company's  officers and  directors  have advised the Company that they
intend to vote  their  shares of common  stock for the  election  of each of the
nominees.  Proxies  will be voted FOR the  election  of the  following  nominees
unless authority is withheld.

Name and Age                            Background

Robert A. Bourne, 52                    Director and  President.  Since  joining
                                        CNL Securities Corp. in 1979, Mr. Bourne
                                        has participated as a general partner or
                                        co-venturer  in  over  100  real  estate
                                        ventures   involved  in  the  financing,
                                        acquisition,  construction,  and leasing
                                        of   restaurants,    office   buildings,
                                        apartment  complexes,  hotels, and other
                                        real estate. Mr. Bourne is the President
                                        and  Treasurer of CNL  Financial  Group,
                                        Inc.  (formerly  CNL Group,  Inc.).  Mr.
                                        Bourne is a director  and  President  of
                                        CNL Health  Care  Corp.,  the advisor to
                                        the Company. He is also a director, Vice
                                        Chairman of the Board and  President  of
                                        CNL  Hospitality  Properties,   Inc.,  a
                                        public,  unlisted real estate investment
                                        trust, as well as CNL Hospitality Corp.,
                                        its advisor. Mr. Bourne also serves as a
                                        director of CNLBank.  He has served as a
                                        director  since 1992,  Vice  Chairman of
                                        the Board since February 1996, Secretary
                                        and Treasurer from February 1996 through
                                        1997,   and  President  from  July  1992
                                        through February 1996, of Commercial Net
                                        Lease  Realty Inc., a public real estate
                                        investment  trust listed on the New York
                                        Stock Exchange. Mr. Bourne has served as
                                        a  director  since  inception  in  1994,
                                        President  from  1994  through  February
                                        1999,   Treasurer   from  February  1999
                                        through  August 1999,  and Vice Chairman
                                        of the Board since  February 1999 of CNL
                                        American   Properties   Fund,   Inc.,  a
                                        public,  unlisted real estate investment
                                        trust.  He also served in the  following
                                        positions for CNL Fund  Advisors,  Inc.,
                                        the advisor to CNL  American  Properties
                                        Fund, Inc. prior to its merger with such
                                        company:   director  from  1994  through
                                        August  1999,  Treasurer  from July 1998
                                        through August 1999, President from 1994
                                        through   September   1997,   and   Vice
                                        Chairman  of the  Board  from  September
                                        1997  through  August 1999.  Mr.  Bourne
                                        holds the following  positions for these
                                        affiliates of CNL Financial Group, Inc.:
                                        director, President and Treasurer of CNL
                                        Investment Company; director, President,
                                        Treasurer,  and Registered  Principal of
                                        CNL  Securities  Corp.,  a subsidiary of
                                        CNL Investment  Company and the managing
                                        dealer for the Company's public offering
                                        of   common    stock;    and   director,
                                        President,    Treasurer,    and    Chief
                                        Investment  Officer of CNL Institutional
                                        Advisors,  Inc., a registered investment
                                        advisor for pension  plans.  Mr.  Bourne
                                        began his career as a  certified  public
                                        accountant   employed   by   Coopers   &
                                        Lybrand,  Certified Public  Accountants,
                                        from  1971   through   1978,   where  he
                                        attained  the position of tax manager in
                                        1975. Mr. Bourne  graduated from Florida
                                        State   University   in  1970  where  he
                                        received  a  B.A.  in  Accounting,  with
                                        honors.

 David W. Dunbar, 47                    Independent Director.  Mr. Dunbar serves
                                        as chairman and chief executive  officer
                                        of Peoples Bank,  which he organized and
                                        founded  in 1996.  Mr.  Dunbar is also a
                                        member of the board of  trustees  of Bay
                                        Care Health Systems,  an alliance of ten
                                        non-profit  hospitals  in the  Tampa Bay
                                        area,  as well as a member  of the board
                                        of   directors  of  Morton  Plant  Mease
                                        Health   Care,    Inc.,    an   841-bed,
                                        not-for-profit  hospital  and  North Bay
                                        Hospital,  a 122-bed  facility.  He is a
                                        former  member of the board of directors
                                        of   Morton    Plant   Mease    Hospital
                                        Foundation.   In  addition,  Mr.  Dunbar
                                        serves  as  a  member  of  the   Florida
                                        Elections    Commission,     the    body
                                        responsible   for    investigating   and
                                        holding   hearings   regarding   alleged
                                        violations of Florida's campaign finance
                                        laws.  During 1994 and 1995,  Mr. Dunbar
                                        was a member of the  board of  directors
                                        and  an  executive  officer  of  Peoples
                                        State  Bank.  Mr.  Dunbar  was the chief
                                        executive  officer of Republic Bank from
                                        1981  through 1988 and from 1991 through
                                        1993. From 1988 through 1991, Mr. Dunbar
                                        developed  commercial and medical office
                                        buildings   and,   through  a  financial
                                        consulting company he founded,  provided
                                        specialized  lending  services  for real
                                        estate development clients,  specialized
                                        construction   litigation   support  for
                                        national    insurance    companies   and
                                        strategic    planning    services    for
                                        institutional   clients.  In  1990,  Mr.
                                        Dunbar was the chief executive  officer,
                                        developer  and owner of a 60,000  square
                                        foot medical office building  located on
                                        the  campus  of  Memorial   Hospital  in
                                        Tampa,  Florida.  In addition,  in 1990,
                                        Mr.  Dunbar  served  as  the  Governor's
                                        appointee   to  the  State  of   Florida
                                        Taxation and Budget Reform Commission, a
                                        25  member,   blue   ribbon   commission
                                        established  to  review,  study and make
                                        appropriate  recommendations for changes
                                        to state tax laws. Mr. Dunbar received a
                                        degree in  finance  from  Florida  State
                                        University. He is also a graduate of the
                                        American  Bankers  Association  National
                                        Commercial   Lending   School   at   the
                                        University of Oklahoma and the School of
                                        Banking of the South at Louisiana  State
                                        University.

Edward A. Moses, 57                     Independent  Director.   Dr.  Moses  has
                                        served  as dean  of the  Roy E.  Crummer
                                        Graduate  School of  Business at Rollins
                                        College  since 1994,  and as a professor
                                        and  NationsBank  professor  of  finance
                                        since  1989.  As  dean,   Dr.  Moses  is
                                        presently  establishing a  comprehensive
                                        program  of  executive   education   for
                                        health  care  management  at the  Roy E.
                                        Crummer  Graduate  School  of  Business.
                                        From  1985 to 1989 he served as dean and
                                        professor  of finance at the  University
                                        of North Florida.  He has also served in
                                        academic and administrative positions at
                                        the  University of Tulsa,  Georgia State
                                        University and the University of Central
                                        Florida.   Dr.  Moses  has  written  six
                                        textbooks  in the fields of  investments
                                        and   corporate   finance   as  well  as
                                        numerous  articles  in leading  business
                                        journals.  He  has  held  offices  in  a
                                        number  of  professional  organizations,
                                        including   president  of  the  Southern
                                        Finance     and     Eastern      Finance
                                        Associations, served on the Board of the
                                        Southern     Business     Administration
                                        Association,  and served as a consultant
                                        for  major  banks as well as a number of
                                        Fortune  500  companies.   He  currently
                                        serves  as  a  faculty   member  in  the
                                        Graduate  School of Banking at Louisiana
                                        State University, and is a member of the
                                        board  of  directors  of HTE,  Inc.  Dr.
                                        Moses received a B.S. in Accounting from
                                        the Wharton  School at the University of
                                        Pennsylvania  in 1965 and a  Masters  of
                                        Business Administration (1967) and Ph.D.
                                        in  finance  from  the   University   of
                                        Georgia in 1971.

Timothy S. Smick, 48                    Independent   Director.   Mr.  Smick  is
                                        currently an independent investor.  From
                                        1996 through February 1998, he served as
                                        chief operating officer,  executive vice
                                        president  and a member  of the board of
                                        directors  of Sunrise  Assisted  Living,
                                        Inc.,   one  of  the  nation's   leading
                                        providers  of  assisted  living care for
                                        seniors with 68  communities  located in
                                        13 states. In addition, Mr. Smick served
                                        as president of Sunrise Management Inc.,
                                        a wholly  owned  subsidiary  of  Sunrise
                                        Assisted  Living,  Inc. During 1995, Mr.
                                        Smick   served   as  a  senior   housing
                                        consultant to LaSalle Advisory,  Ltd., a
                                        pension fund advisory company. From 1985
                                        through 1994, Mr. Smick was chairman and
                                        chief executive  officer of PersonaCare,
                                        Inc.,  a  company  he  co-founded   that
                                        provided sub-acute,  skilled nursing and
                                        assisted  living care with 12 facilities
                                        in six states.  Mr.  Smick's health care
                                        industry    experience   also   includes
                                        serving  as  the   regional   operations
                                        director for Manor  Healthcare,  Inc., a
                                        division  of  ManorCare,  Inc.,  and  as
                                        operations  director  for Allied  Health
                                        and    Management,    Inc.    Prior   to
                                        co-founding PersonaCare, Inc., Mr. Smick
                                        was a  partner  in  Duncan  &  Smick,  a
                                        commercial real estate development firm.
                                        Mr.  Smick  received  a B.A.  in English
                                        from   Wheaton   College   and   pursued
                                        graduate studies at Loyola College.

James M. Seneff, Jr., 53                Director,  Chairman  of  the  Board  and
                                        Chief Executive Officer. Since 1971, Mr.
                                        Seneff   has   been    active   in   the
                                        acquisition, development, and management
                                        of real estate projects and, directly or
                                        through an affiliated entity, has served
                                        as a general  partner or  co-venturer in
                                        over 100  real  estate  ventures.  These
                                        ventures  have  involved the  financing,
                                        acquisition,  construction,  and leasing
                                        of   restaurants,    office   buildings,
                                        apartment  complexes,  hotels, and other
                                        real estate.  Mr.  Seneff is a principal
                                        stockholder  of CNL Holdings,  Inc., the
                                        parent  company of CNL Financial  Group,
                                        Inc.  (formerly  CNL  Group,   Inc.),  a
                                        diversified real estate company, and has
                                        served as a  director,  Chairman  of the
                                        Board and Chief Executive Officer of CNL
                                        Financial   Group,    Inc.   since   its
                                        formation in 1980. CNL Financial  Group,
                                        Inc.  is  the  parent  company,   either
                                        directly  or  indirectly,  of  CNL  Real
                                        Estate  Services,  Inc., CNL Health Care
                                        Corp.,  the advisor to the company,  CNL
                                        Capital  Markets,  Inc.,  CNL Investment
                                        Company and CNL  Securities  Corp.,  the
                                        managing dealer for the Company's public
                                        offering  of common  stock.  Mr.  Seneff
                                        serves as a  director,  Chairman  of the
                                        Board and Chief Executive Officer of CNL
                                        Health  Care  Corp.,  the advisor to the
                                        Company.  He also  serves  as  director,
                                        Chairman   of  the   Board   and   Chief
                                        Executive  Officer  of  CNL  Hospitality
                                        Properties,  Inc.,  a  public,  unlisted
                                        real estate  investment  trust,  as well
                                        as, CNL Hospitality  Corp., its advisor.
                                        Since  1992,  Mr.  Seneff  has served as
                                        Chairman   of  the   Board   and   Chief
                                        Executive   Officer  of  Commercial  Net
                                        Lease Realty, Inc., a public real estate
                                        investment  trust  that is listed on the
                                        New York Stock Exchange. In addition, he
                                        has served as a director and Chairman of
                                        the Board since  inception in 1994,  and
                                        served as Chief  Executive  Officer from
                                        1994  through   August   1999,   of  CNL
                                        American   Properties   Fund,   Inc.,  a
                                        public,  unlisted real estate investment
                                        trust.  He also  served  as a  director,
                                        Chairman   of  the   Board   and   Chief
                                        Executive  Officer of CNL Fund Advisors,
                                        Inc.,   the  advisor  to  CNL   American
                                        Properties  Fund,  Inc.  until it merged
                                        with such company in September 1999. Mr.
                                        Seneff  has also  served as a  director,
                                        Chairman   of  the   Board   and   Chief
                                        Executive   Officer  of  the   following
                                        affiliated  companies  since  formation:
                                        CNL  Securities  Corp.  since 1979;  CNL
                                        Investment  Company since 1990;  and CNL
                                        Institutional   Advisors,  a  registered
                                        investment  advisor for  pension  plans,
                                        since 1990. Mr. Seneff  formerly  served
                                        as a director  of First  Union  National
                                        Bank of  Florida,  N.A.,  and  currently
                                        serves as the  Chairman  of the Board of
                                        CNLBank.   Mr.   Seneff  served  on  the
                                        Florida  State  Commission on Ethics and
                                        is a former  member and past Chairman of
                                        the State of Florida Investment Advisory
                                        Council, which recommends to the Florida
                                        Board of Administration  investments for
                                        various  Florida   employee   retirement
                                        funds.     The    Florida    Board    of
                                        Administration  is  Florida's  principal
                                        investment advisory and money management
                                        agency and  oversees the  investment  of
                                        more  than  $60  billion  of  retirement
                                        funds. Mr. Seneff received his degree in
                                        Business   Administration  from  Florida
                                        State University in 1968.

     In the event that any  nominee(s)  should be unable to accept the office of
director, which is not anticipated, it is intended that the persons named in the
proxy  will  vote FOR the  election  of such  other  person in the place of such
nominee(s)  for the office of director as the Board of Directors may  recommend.
The  affirmative  vote of a majority  of the shares of common  stock  present in
person or represented by proxy and entitled to vote is required for the election
of directors.

     A majority of the Company's  directors are required to be  independent,  as
that  term  is  defined  in the  Company's  Amended  and  Restated  Articles  of
Incorporation (the "Articles").  Messrs. Dunbar, Moses and Smick are independent
directors.

Compensation of Directors

     During the year ended December 31, 1999, each  independent  director earned
approximately  $6,000 for serving on the Board of  Directors.  Each  independent
director also received $750 per Board meeting attended ($375 for each telephonic
meeting in which the director  participated),  including committee meetings. The
Company  has not,  and in the  future  will  not,  pay any  compensation  to the
directors of the Company who also serve as officers and  directors of CNL Health
Care Corp., the Company's advisor (the "Advisor").

     The Board of Directors  met four times  during the year ended  December 31,
1999,   and  the  average   attendance  by  directors  at  Board   meetings  was
approximately  90  percent.  Each  member  of the Board of  Directors  as it was
constituted  during 1999  attended at least 75 percent of the total  meetings of
the Board and of any committee on which he served.

Committees of the Board of Directors

     The  Company  has a  standing  Audit  Committee,  the  members of which are
selected  by the  Board of  Directors  each  year.  The  Audit  Committee  makes
recommendations  to the Board of Directors as to the independent  accountants of
the Company and reviews with such accounting firm the scope of the audit and the
results of the audit upon its  completion.  During 1999, the Audit Committee was
composed  of Messrs.  Dunbar,  Moses and Smick.  The Audit  Committee  met twice
during the year ended December 31, 1999.

     At such time, if any, as the Company's shares of Common Stock are listed on
a national securities exchange or over-the-counter market, the Company will form
a  compensation  committee,  the  members of which will be  selected by the full
Board  of  Directors  each  year.  Currently,   the  Company  does  not  have  a
compensation committee.

Executive Officers

     The executive officers of the Company are as follows:

     Name                      Age    Position

     James M. Seneff, Jr.      53     Chief Executive Officer and Chairman
                                      of the Board

     Robert A. Bourne          52     President

     Phillip M. Anderson, Jr.  40     Chief Operating Officer and Executive
                                      Vice President

     Thomas J. Hutchison III   58     Executive Vice President

     Jeanne A. Wall            41     Executive Vice President

     Lynn E. Rose              51     Secretary and Treasurer

          Phillip M. Anderson,  Jr. Chief  Operating  Officer and Executive Vice
President.  Mr.  Anderson  joined CNL Health Care Corp.  in January  1999 and is
responsible for the planning and implementation of CNL's interest in health care
industry investments, including acquisitions,  development, project analysis and
due diligence.  He currently  serves as the Chief Operating  Officer of both CNL
Health Care Corp., the Company's  Advisor,  and of CNL Health Care  Development,
Inc. From 1987 through 1998, Mr.  Anderson was employed by Classic  Residence by
Hyatt.  Classic  Residence by Hyatt  ("Classic") is affiliated with Hyatt Hotels
and Chicago's  Pritzker family.  Classic acquires,  develops,  owns and operates
seniors' housing,  assisted living,  skilled nursing and Alzheimer's  facilities
throughout  the  United  States.  Mr.  Anderson's   responsibilities  grew  from
overseeing   construction  of  Classic's  first   properties  to  acquiring  and
developing new properties.  After assuming responsibility for acquisitions,  Mr.
Anderson  doubled the number of senior living  apartments/beds  ("units") in the
portfolio  by adding  over 1,200  units.  In  addition,  the  development  of an
additional  1,000  units of  seniors'  housing  commenced  under Mr.  Anderson's
direction.  Mr. Anderson also served on Classic's  Executive  Committee  charged
with the  responsibility  of monitoring  performance of existing  properties and
development  projects.  Mr.  Anderson has been a member of the  American  Senior
Housing  Association  since 1994 and currently serves on the executive board. He
graduated from the Georgia  Institute of Technology in 1982, where he received a
B.S. in Civil Engineering, with honors.

          Thomas J.  Hutchison  III.  Executive Vice  President.  Mr.  Hutchison
serves as President  and Chief  Operating  Officer of CNL Real Estate  Services,
Inc.,  which is the parent company of CNL Health Care Corp.,  the Advisor of the
Company.  He is also the Chief  Operating  Officer of CNL Community  Development
Corp. Mr. Hutchison joined CNL in January 2000 with more than 30 years of senior
management and consulting experience in the real estate development and services
industries.  He currently serves on the board of directors of Restore Orlando, a
nonprofit community volunteer organization.  Prior to joining CNL, Mr. Hutchison
was  president  and owner of  numerous  real  estate  services  and  development
companies.  From 1995 to 2000,  he was chairman and chief  executive  officer of
Atlantic Realty Services, Inc. and TJH Development  Corporation.  Since 1990, he
has  fulfilled  a  number  of  long-term   consulting   assignments   for  large
corporations, including managing a number of large international joint ventures.
From 1990 to 1991,  Mr.  Hutchison was the  court-appointed  president and chief
executive officer of General  Development  Corporation,  a real estate community
development  company,  where he assumed the  day-to-day  management  of the $2.6
billion NYSE-listed company entering re-organization.  From 1986 to 1990, he was
the  chairman  and chief  executive  officer of a number of real  estate-related
companies  engaged  in  the  master  planning  and  land  acquisition  of  forty
residential,  industrial and office development projects. From 1978 to 1986, Mr.
Hutchison was the president and chief executive  officer of Murdock  Development
Corporation  and  Murdock  Investment  Corporation,  as well as  Murdock's  nine
service  divisions.  In this capacity,  he managed an average of $350 million of
new  development  per year for over nine years.  Additionally,  he expanded  the
commercial real estate  activities to a national basis,  and established  both a
new extended care division and a hotel division that grew to 14 properties.  Mr.
Hutchison  was  educated at Purdue  University  and the  University  of Maryland
Business School.

          Jeanne A. Wall. Executive Vice President. Ms. Wall serves as Executive
Vice President of the Advisor.  Ms. Wall is also Executive Vice President of CNL
Hospitality  Properties,  Inc., a public, unlisted real estate investment trust,
and Executive Vice President and director of CNL Hospitality Corp., its advisor.
She also serves as a director of CNLBank. Ms. Wall currently serves as Executive
Vice President of CNL Financial Group,  Inc., a diversified real estate company.
Ms. Wall has served as Chief Operating Officer of CNL Investment  Company and of
CNL  Securities  Corp.  since  November  1994 and has served as  Executive  Vice
President of CNL Investment Company since January 1991. In 1984, Ms. Wall joined
CNL Securities Corp. and in 1985,  became Vice President.  In 1987, she became a
Senior Vice President and in July 1997,  became  Executive Vice President of CNL
Securities  Corp. In this  capacity,  Ms. Wall serves as national  marketing and
sales  director and oversees the national  marketing plan for the CNL investment
programs. In addition, Ms. Wall oversees product development, communications and
investor services for programs offered through  participating  brokers. Ms. Wall
also served as Senior Vice  President  of CNL  Institutional  Advisors,  Inc., a
registered  investment  advisor,  from 1990 to 1993,  as Vice  President  of CNL
Realty Advisors, Inc. from its inception in 1991 through 1997, as Vice President
of Commercial Net Lease Realty, Inc., a public real estate investment trust that
is listed on the New York Stock  Exchange,  from 1992 through 1997, as Executive
Vice President of CNL American  Properties Fund,  Inc., a public,  unlisted real
estate  investment  trust,  from 1994 through August 1999, and as Executive Vice
President of CNL Fund  Advisors,  Inc.  from 1994 through  August 1999, at which
time it merged with CNL American Properties Fund, Inc. Ms. Wall currently serves
as a trustee on the Board of the Investment Program Association,  is a member of
the Corporate  Advisory Council for the International  Association for Financial
Planning,  and is a member of the International Women's Forum. In addition,  she
previously served on the Direct Participation Program committee for the National
Association  of  Securities  Dealers,  Inc.  Ms.  Wall holds a B.A.  in Business
Administration  from  Linfield  College  and is a  registered  principal  of CNL
Securities Corp.

          Lynn E. Rose.  Secretary and Treasurer.  Ms. Rose serves as Secretary,
Treasurer  and a director of the Advisor.  Ms. Rose also serves as Secretary and
Treasurer of CNL Hospitality  Properties,  Inc., a public,  unlisted real estate
investment  trust,  as Secretary,  Treasurer  and a director of CNL  Hospitality
Corp.,  its advisor,  and as Secretary of the  subsidiaries of the Company.  Ms.
Rose served as  Secretary  of CNL  American  Properties  Fund,  Inc.,  a public,
unlisted real estate investment trust, from 1994 through August 1999, and served
as Treasurer  from 1994 through  February  1999. She also served as Treasurer of
CNL Fund  Advisors,  Inc.,  from 1994 through July 1998, and served as Secretary
and a director  from 1994 through  August 1999, at which time it merged with CNL
American  Properties  Fund,  Inc. Ms. Rose served as Secretary  and Treasurer of
Commercial Net Lease Realty,  Inc., a public real estate investment trust listed
on the New York Stock Exchange, from 1992 to February 1996, and as Secretary and
a director of CNL Realty Advisors, Inc., its advisor, from its inception in 1991
through  1997.  She also served as Treasurer of CNL Realty  Advisors,  Inc. from
1991 through February 1996. Ms. Rose, a certified public accountant,  has served
as Secretary of CNL Financial Group, Inc. (formerly CNL Group, Inc.) since 1987,
served as Controller from 1987 to 1993 and has served as Chief Financial Officer
since 1993.  She also serves as Secretary of the  subsidiaries  of CNL Financial
Group,  Inc. and holds various other offices in the  subsidiaries.  In addition,
she serves as Secretary for approximately 50 additional  corporations affiliated
with CNL  Financial  Group,  Inc. and its  subsidiaries.  Ms. Rose has served as
Chief Financial  Officer and Secretary of CNL Securities  Corp. since July 1994.
Ms.  Rose  oversees  the tax and  legal  compliance  for over 375  corporations,
partnerships and joint ventures,  and the accounting and financial reporting for
over 200  entities.  Prior to joining CNL, Ms. Rose was a partner with Robert A.
Bourne  in the  accounting  firm  of  Bourne  &  Rose,  P.A.,  Certified  Public
Accountants.  Ms. Rose holds a B.A. in Sociology  from the University of Central
Florida. She was licensed as a certified public accountant in 1979.

          The  backgrounds  of  Messrs.  Seneff  and  Bourne  are  described  at
"PROPOSAL I: ELECTION OF DIRECTORS."

                             EXECUTIVE COMPENSATION

Annual Compensation

     No annual or  long-term  compensation  was paid by the Company to the Chief
Executive  Officer for services rendered in all capacities to the Company during
the period  December 22, 1997 (date of inception)  through  December 31, 1997 or
during the years ended  December 31, 1998 and 1999.  In  addition,  no executive
officer of the  Company  received  an annual  salary or bonus  from the  Company
during the year ended December 31, 1999. The Company's  executive  officers also
are  employees  and  executive  officers  of the Advisor or its  affiliates  and
receive  compensation  from CNL Financial Group,  Inc. or its affiliates in part
for services in such capacities. See "Certain Transactions" for a description of
the fees payable and expenses reimbursed to the Advisor and its affiliates.

                               SECURITY OWNERSHIP

     The  following  table sets forth,  as of February 23, 2000,  the number and
percentage of outstanding shares  beneficially owned by all persons known by the
Company  to own  beneficially  more than five  percent of the  Company's  common
stock,  by each  director  and nominee,  and by all officers and  directors as a
group,  based upon  information  furnished to the Company by such  stockholders,
officers and directors.

      Name and Address                 Number of Shares           Percent
     of Beneficial Owner              Beneficially Owned         of Shares

     James M. Seneff, Jr.                 20,000 (1)                3.3%

     Robert A. Bourne                         0                      --

     David W. Dunbar                          0                      --

     Timothy S. Smick                         0                      --

     Edward A. Moses                          0                      --

     Phillip M. Anderson, Jr.               1,075                   (2)

     All directors and executive            21,075                  3.4%
     officers as a group (9 persons)


(1)  Includes 20,000 shares held by the Advisor of which Mr. Seneff is director.
     Mr. Seneff and his wife share  beneficial  ownership of the Advisor through
     their ownership of CNL Financial Group,  Inc. The Advisor is a wholly owned
     subsidiary of CNL Financial Group, Inc.

(2)      Less than one percent.


                              CERTAIN TRANSACTIONS

     All of the executive  officers of the Company are executive officers of the
Advisor,  a wholly owned  subsidiary  of CNL  Financial  Group,  Inc.,  of which
Messrs.  Seneff and Bourne are executive officers and directors and whose shares
are beneficially owned by Mr. Seneff and his wife. In addition,  Messrs.  Seneff
and  Bourne,  Ms.  Rose and Ms. Wall are  executive  officers of CNL  Securities
Corp., the managing dealer of the Company's  offering of shares of common stock,
and a wholly owned  subsidiary of CNL Financial Group,  Inc. Messrs.  Seneff and
Bourne are directors of the Company,  the Advisor and CNL Securities  Corp., and
Ms.  Rose  is a  director  of the  Advisor.  Administration  of  the  day-to-day
operations  of the Company is provided by the Advisor,  pursuant to the terms of
an advisory  agreement.  The Advisor also serves as the Company's  consultant in
connection with policy decisions to be made by the Company's Board of Directors,
manages the Company's properties and renders such other services as the Board of
Directors deems appropriate. The Advisor also bears the expense of providing the
executive personnel and office space to the Company. The Advisor is at all times
subject to the supervision of the Board of Directors of the Company and has only
such  functions and authority as the Company may delegate to it as the Company's
agent.

     CNL Securities Corp. is entitled to receive selling  commissions  amounting
to 7.5% of the total  amount  raised from the sale of shares of common stock for
services  in  connection  with  the  offering  of  shares  of  common  stock,  a
substantial   portion   of  which   will  be  paid  as   commissions   to  other
broker-dealers.  For the year ended  December  31,  1999,  the Company  incurred
$388,109 of such fees, the majority of which were paid by CNL  Securities  Corp.
as commissions to other broker-dealers.

     In  addition,  CNL  Securities  Corp.  is  entitled  to receive a marketing
support and due diligence  expense  reimbursement fee equal to 0.5% of the total
amount  raised from the sale of shares,  a portion of which may be  reallowed to
other broker-dealers. For the year ended December 31, 1999, the Company incurred
$25,874  of  such  fees,   the  majority  of  which  were   reallowed  to  other
broker-dealers and from which all bona fide due diligence expenses will be paid.

     The  Advisor  is  entitled  to receive  acquisition  fees for  services  in
identifying properties and structuring the terms of the leases of properties and
mortgage loans equal to 4.5% of gross proceeds of the Company's  offering,  loan
proceeds from permanent  financing and amounts outstanding on the Company's line
of credit,  if any, at the time of listing of the Company's  stock on a national
securities  exchange or  over-the-counter  market, but excluding that portion of
the permanent  financing used to finance secured equipment leases.  For the year
ended December 31, 1999, the Company incurred $232,865 of such fees.

     The  Advisor  and its  affiliates  provide  accounting  and  administrative
services to the Company  (including  accounting and  administrative  services in
connection  with the  offering of the  Company's  common  stock) on a day-to-day
basis.  For the year ended  December 31, 1999,  the Company  incurred a total of
$373,480 for these services,  $328,229 of such costs representing stock issuance
costs,  $6,455 representing  acquisition related costs and $38,796  representing
general  operating  and  administrative  expenses,  including  costs  related to
preparing  and  distributing  reports  required by the  Securities  and Exchange
Commission.

     The Company has and will continue to incur certain costs in connection with
the  public  offering  of  its  common  stock,  including  filing  fees,  legal,
accounting, marketing and printing costs and escrow fees, which will be deducted
from the gross  proceeds of the offering.  Certain  preliminary  costs  incurred
prior to raising  capital  have been and will be advanced by an affiliate of the
Company.  The Advisor has agreed to pay all organizational and offering expenses
(excluding   commissions  and  marketing   support  and  due  diligence  expense
reimbursement  fees) which exceed three percent of the gross  offering  proceeds
received from the sale of shares of the Company. For the year ended December 31,
1999, the Company incurred $421,878 for such costs.

     In addition,  in connection with its current  offering of common stock, the
Company has agreed to issue and sell  soliciting  dealer  warrants  ("Soliciting
Dealer  Warrants") to CNL  Securities  Corp.  The price for each warrant will be
$0.0008 and one warrant  will be issued for every 25 shares sold by the managing
dealer,  except when  prohibited by federal or state  securities  laws. All or a
portion of the Soliciting Dealer Warrants may be reallowed to soliciting dealers
with prior written  approval  from,  and in the sole  discretion of the managing
dealer,  except where prohibited by either federal or state securities laws. The
holder of a Soliciting  Dealer Warrant will be entitled to purchase one share of
common  stock from the Company at a price of $12.00  during the five year period
commencing with the date the offering  begins.  No Soliciting  Dealer  Warrants,
however,  will be  exercisable  until one year from the date of issuance.  As of
February 23, 2000, CNL Securities  Corp.  has been issued  approximately  19,000
Soliciting Dealer Warrants.

     All amounts paid by the Company to  affiliates  of the Company are believed
by the  Company  to be fair and  comparable  to  amounts  that would be paid for
similar services provided by unaffiliated third parties.

                                  PROPOSAL II:
                     APPROVAL OF AMENDMENTS TO THE COMPANY'S
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
            TO PERMIT THE COMPANY TO MAKE LOANS TO ADDITIONAL PARTIES

     The  Articles  contain  a number of  provisions  that  limit the  Company's
ability to enter into  transactions  with  affiliated  parties.  Section 6.4(ii)
states that the Company will not make any loans to  Affiliates.  Affiliates  are
defined to include:  (i) any person or entity directly or indirectly through one
or more intermediaries controlling,  controlled by, or under common control with
another  person or entity;  (ii) any person or entity,  directly  or  indirectly
owning,  controlling, or holding with power to vote ten percent (10%) or more of
the  outstanding  voting  securities  of  another  person or  entity;  (iii) any
officer,  director, partner or trustee of such person or entity; (iv) any person
ten percent (10%) or more of whose outstanding voting securities are directly or
indirectly  owned,  controlled or held with power to vote, by such other person;
and (v) if such  other  person or entity is an  officer,  director,  partner  or
trustee  of a person or entity,  the  person or entity for which such  person or
entity acts in any such capacity.

     The Board of Directors  believes  that this  provision is more  restrictive
than is necessary to protect the interests of stockholders. For example, Section
6.4(ii)  currently  prohibits  the Company  from making a loan to a wholly owned
subsidiary,  such as CNL Health Care Partners, LP, which is the operating entity
through which the Company  expects to own  properties  and conduct its business.
Additionally,  the current provisions prohibit the Company from making a loan to
a joint venture in which the Company owns an interest of as little as 10% and in
which the remaining interest is held by an unaffiliated third party. Because the
Board of  Directors  believes  that  Section  6.4(ii),  as  currently in effect,
precludes business transactions that are potentially advantageous to the Company
and that do not present undue risk of conflicts of interest with the Sponsor (as
such term is defined in the Articles), the Directors, the Advisor and Affiliates
of those persons,  the Board has  unanimously  recommended  that an amendment to
Section 6.4(ii) of Article VI of the Articles be submitted to  stockholders  for
approval.

     The  Company  believes  that the  proposed  change is  consistent  with the
requirements of the Statement of Policy Regarding Real Estate  Investment Trusts
adopted by the North American  Securities  Administrators  Association  (NASAA).
These  guidelines  are  applicable  to REITs which make  offerings  that are not
exempt from registration under state securities laws.

     The proposed  amendment would allow the Company (i) to make loans to wholly
owned  subsidiaries  and (ii) to make mortgage loans to Affiliates in compliance
with Section 5.4 (iii) of the Company's  Articles (which requires the Company to
obtain an independent  appraisal of the value of the underlying  property).  The
Company would not be permitted to make loans to the Sponsor, the Directors,  the
Advisor and the Affiliates of those persons in any other cases. The amendment as
set forth below and approved by the Board of Directors makes no other changes to
the existing text of Section 6.4 (ii).

         The text of the proposed  amendment is set forth below (the new text is
underlined, deleted text is struck through):

          RESOLVED,  that Section 6.4(ii) of Article VI of the Company's Amended
and Restated Articles of Incorporation, as amended, be
amended to read as follows:

Section 6.4  Other Transactions

(ii)     The Company  will shall not make any loans to  Affiliates  the Sponsor,
         Advisor,  Directors or any Affiliates  thereof,  except (A) as provided
         under  Section  5.4(iii),  or (B) to wholly owned  subsidiaries  of the
         Company. Any loans to the Company by the Advisor or its Affiliates must
         be  approved by a majority of the  Directors  (including  a majority of
         Independent  Directors) not otherwise interested in such transaction as
         fair, competitive,  and commercially reasonable,  and no less favorable
         to the Company than comparable loans between unaffiliated parties.

     In connection with the  above-described  amendment to Section 6.4(ii),  the
Board of Directors  unanimously  recommends an amendment to section 5.4(xvii) of
the Articles,  which  prohibits the Company from making loans to the Advisor and
its Affiliates. Because certain mortgage loans to Affiliates and loans to wholly
owned subsidiaries would be permitted by the revised Section 6.4(ii),  retaining
section  5.4(xvii)  in its current form would be  inconsistent  with the amended
Section  6.4(ii).  The Board of Directors has  unanimously  recommended  that an
amendment  to Section  5.4(xvii)  of Article V of the  Articles,  which  excepts
transactions  made subject to Section 6.4(ii),  be submitted to stockholders for
approval.  The  amendment as approved by the Board of  Directors  makes no other
changes to the existing text of Section 5.4.

          The  text  of the  proposed  amendment  to  Section  5.4(xvii)  of the
Articles is set forth below (the new text is underlined,  deleted text is struck
through):

          RESOLVED, that Section 5.4(xvii) of Article V of the Company's Amended
and  Restated  Articles  of  Incorporation,  as  amended,  be amended to read as
follows:

     Section 5.4  Investment  Limitations.  In addition to the other  investment
restrictions  imposed by the Directors  from time to time,  consistent  with the
Company's  objective of qualifying as a REIT,  the following  shall apply to the
Company's investments:

     (xvii) The Company  shall not make loans to the Advisor or its  Affiliates,
except as provided under Section 6.4(ii).

     Approval of the amendments  requires the affirmative  vote of a majority of
the  outstanding  shares of the  Company's  common  stock  entitled  to be voted
thereon. The Company's officers and directors have advised the Company that they
intend to vote their  shares of common  stock for the  amendments.  The Board of
Directors  unanimously  recommends  that  stockholders  vote for the amendments.
Proxies  will  be  voted  FOR  the  amendments  unless  stockholders   designate
otherwise.

     The amendments,  if approved by the stockholders,  will become effective on
the date the  amendments  are filed with the Maryland  Department of Assessments
and  Taxation.  It is  anticipated  that the  appropriate  filing to effect  the
amendments will be made as soon after the annual meeting as is practicable.

                              INDEPENDENT AUDITORS

     Upon  recommendation  of and approval by the Board of Directors,  including
the independent directors,  PricewaterhouseCoopers  LLP has been selected to act
as independent  certified public  accountants for the Company during the current
fiscal year.

     A  representative  of  PricewaterhouseCoopers  LLP will be  present  at the
annual meeting and will be provided with the  opportunity to make a statement if
desired.  Such  representative  will also be available to respond to appropriate
questions.

                                  OTHER MATTERS

     The Board of Directors  does not know of any matters to be presented at the
annual meeting other than those stated above.  If any other business should come
before the annual  meeting,  the person(s) named in the enclosed proxy will vote
thereon as he or they determine to be in the best interests of the Company.

                        PROPOSALS FOR NEXT ANNUAL MEETING

     Any  stockholder  proposal to be considered  for inclusion in the Company's
proxy  statement and form of proxy for the annual meeting of  stockholders to be
held in 2001 must be  received  at the  Company's  office  at 450  South  Orange
Avenue, Orlando, Florida 32801, no later than November 11, 2000.

     Notwithstanding the aforementioned  deadline, under the Company's Bylaws, a
stockholder  must  follow  certain  other  procedures  to  nominate  persons for
election as directors or to propose other business to be considered at an annual
meeting of stockholders.  These procedures provide that stockholders desiring to
make nominations for directors and/or to bring a proper subject before a meeting
must do so by notice  timely  received by the  Secretary  of the  Company.  With
respect to proposals for the 2001 annual  meeting,  the Secretary of the Company
must receive  notice of any such proposal no earlier than February 9, 2001,  and
no later than March 11, 2001.




<PAGE>


                                  ANNUAL REPORT

     A copy of the Company's  Annual Report to  Stockholders  for the year ended
December 31, 1999, accompanies this proxy statement.

                                  By Order of the Board of Directors,

                                  /s/ Lynn E. Rose
                                  -------------------------
                                  Lynn E. Rose
                                  Secretary

March 11, 2000
Orlando, Florida

<PAGE>




P R O X Y                     CNL HEALTH CARE PROPERTIES, INC.


          The  undersigned  hereby  appoints James M. Seneff,  Jr. and Robert A.
Bourne,  and each of them, as proxies,  with full power of substitution in each,
to vote all shares of common  stock of CNL Health  Care  Properties,  Inc.  (the
"Company")  which the  undersigned is entitled to vote, at the Annual Meeting of
Stockholders  of the Company to be held on May 10,  2000,  at 10:00 a.m.,  local
time,  and any  adjournment  thereof,  on all matters set forth in the Notice of
Annual  Meeting and Proxy  Statement,  dated March 11, 2000, a copy of which has
been received by the undersigned, as follows:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING ITEMS:

<TABLE>
<CAPTION>

1.   Election of Five Directors

<S> <C>

________________________________________________________
     Nominees:                 |_|  FOR ALL      |_|  WITHHELD FOR ALL     |_|  FOR  ALL   NOMINEES,   EXCEPT  VOTE
WITHHELD FOR:
         Robert A. Bourne                                                       (Write that nominee's name above)
         David W. Dunbar
         Edward A. Moses
         Timothy S. Smick
         James M. Seneff, Jr.

</TABLE>

2.  Proposal to amend Amended and Restated  Articles of  Incorporation
    and to permit  the  Company  to make  loans to  additional  parties
    (see  proxy statement pages 10-11).

              |_|  FOR     |_|  AGAINST     |_|  ABSTAIN

3.   Other Matters:
     Grant  authority  upon such other  matters as may come before the Meeting
     as they  determine to be in the best interest of the Company.

              |_|  FOR     |_|  AGAINST     |_|  ABSTAIN

          (PLEASE SIGN AND DATE THIS PROXY, TEAR AT THE PERFORATION,  AND RETURN
IN ENCLOSED ENVELOPE)

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

          IF YOU SIGN, DATE AND MAIL YOUR PROXY WITHOUT  INDICATING HOW YOU WANT
TO VOTE, YOUR PROXY WILL BE COUNTED AS A VOTE "FOR" THE MATTERS  STATED.  IF YOU
FAIL TO RETURN YOUR PROXY,  YOUR PROXY WILL NOT BE COUNTED.  EACH STOCKHOLDER IS
URGED TO SUBMIT A SIGNED AND DATED PROXY.

                                 Dated:                  , 2000


                                 Signature(s) of Stockholder(s)

                                 IMPORTANT:   Please   mark  this
                                 Proxy,    date   it,   sign   it
                                 exactly    as    your    name(s)
                                 appear(s)  and  return it in the
                                 enclosed       postage      paid
                                 envelope.  Joint  owners  should
                                 each      sign       personally.
                                 Trustees  and others  signing in
                                 a  representative  or  fiduciary
                                 capacity  should  indicate their
                                 full titles in such capacity.

<PAGE>
SEND IN YOUR PROXY

Please Vote

o    Your Vote Counts...
     The date of the CNL Health Care Properties, Inc. annual stockholder
     meeting is rapidly approaching. We encourage you to cast your vote
     promptly, so that we can avoid the time and expense of re-soliciting
     your vote.

o    Help Save Costs...
     Re-soliciting stockholders adds unnecessary costs to CNL Health Care
     Properties, Inc. Help us minimize operational expenses.

o    Send in Your Proxy Today...
     Please review the proxy card located in this stockholder package. Simply
     cast your vote, sign and detach the proxy and return it in the
     postage-paid envelope provided.

o    Thank You!
     If you have any questions, please call our Investor Services Department
     at 1-800-522-3863. We appreciate your participation and support.

CNL Health Care Properties, Inc.
CNL Center at City Commons
450 South Orange Avenue
Orlando, FL 32801-3336
(407) 650-1000  (800) 522-3863

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FRONT OF CARD:

Your Vote is Important!

Please take a minute to sign, date and return your voting card.

CNL Health Care Properties, Inc.
CNL Center at City Commons
450 South Orange Avenue
Orlando, FL 32801-3336
(407) 650-1000  (800) 522-3863


BACK OF CARD:

The date of the CNL Health Care Properties, Inc. annual shareholder meeting is
quickly approaching...and we need your help!

You should have recently received your CNL Health Care Properties, Inc. annual
report, proxy statement and proxy card. Please take a few minutes to sign, date
and return the voting card. Please note: ALL parties must sign the voting card
in order for it to be valid.

If you have already cast your vote, thank you for your prompt attention to this
important matter. We appreciate your participation!

Management cannot vote your shares for you and it is important that your shares
are represented.

Please vote. Every Vote Counts! Thank You!