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

(Mark One)

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

                  For the fiscal year ended  December 31, 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 special meeting of  stockholders,  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 2nd day of
August, 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




                                 August 3, 2000





To our Stockholders:

         You are cordially  invited to attend a special  meeting of stockholders
of CNL Health Care Properties,  Inc. (the "Company") on August 22, 2000 at 11:00
a.m. at CNL Center at 450 South Orange Avenue,  Orlando,  Florida.  Enclosed for
your review are the proxy, proxy statement and notice of meeting for the special
meeting of stockholders.

         This proxy requests your vote for an amendment of the Company's Amended
and Restated Articles of Incorporation to change the name of the Company to "CNL
Retirement  Properties,  Inc." The  proposal  for the name change  reflects  the
Board's desire to provide better name  recognition of the Company in the context
of its business.  Therefore,  the Board of Directors unanimously recommends that
you vote to approve the proposal presented in this proxy statement.

         Your vote counts.  Please complete and return the enclosed proxy today,
whether  or not you plan to  attend  the  special  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 SPECIAL MEETING OF STOCKHOLDERS
                                 August 22, 2000


To our Stockholders:


         Notice is hereby given that a special  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 Tuesday,  August 22, 2000, at
11:00 a.m., local time, for the following purposes:

1. to approve an amendment  to the  Company's  Amended and Restated  Articles of
Incorporation  to change the name of the Company to CNL  Retirement  Properties,
Inc.; and

2. 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 August 1, 2000,
will be  entitled  to notice  of,  and to vote at,  the  special  meeting or any
adjournment or postponement thereof.

                                  By Order of the Board of Directors,

                                  /s/ Lynn E. Rose

                                  Lynn E. Rose
                                  Secretary

August 3, 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 a special  meeting of  stockholders
to be held on August 22, 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 August 1, 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 the 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  special  meeting of a  subsequent  proxy
executed by the person  executing  the prior proxy,  or (3) by attendance at the
special meeting and voting in person.

     Votes cast in person or by proxy at the special  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 August 3, 2000.

     As of August 1, 2000,  907,876  shares of common  stock of the Company were
outstanding.  Each share of common stock entitles the holder thereof to one vote
on the matter to be voted upon at the special  meeting.  As of the record  date,
officers and directors of the Company had the power to vote  approximately  2.3%
of the outstanding shares of common stock.


<PAGE>






                                TABLE OF CONTENTS






SECURITY OWNERSHIP...........................................      3

PROPOSAL: APPROVAL OF AMENDMENT
TO THE COMPANY'S AMENDED AND RESTATED
ARTICLES OF INCORPORATION TO CHANGE THE NAME OF
THE COMPANY TO CNL RETIREMENT PROPERTIES, INC................      4

OTHER MATTERS................................................      4

PROPOSALS FOR NEXT ANNUAL MEETING............................      5



<PAGE>




                               SECURITY OWNERSHIP

     The  following  table  sets  forth,  as of August 1,  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 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)                2.2%

     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                  2.3%
     officers as a group (9 persons)


(1)  Includes  20,000  shares held by CNL Health Care Corp.,  the advisor to the
     Company (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.




<PAGE>


                                    PROPOSAL:
                     APPROVAL OF AMENDMENT TO THE COMPANY'S
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                      TO CHANGE THE NAME OF THE COMPANY TO
                         CNL RETIREMENT PROPERTIES, INC.

         The Board of  Directors  of the Company has  unanimously  approved  and
directed that there be submitted to stockholders for their approval an amendment
to Article 1 of the Company's Amended and Restated Articles of Incorporation, as
amended  (the  "Articles"),  which would  change the name of the Company to "CNL
Retirement Properties, Inc." (the "Name Change Amendment").

         The text of the proposed amendment is set forth below:

         RESOLVED,  that Section 1.1 of Article 1 of the  Company's  Articles be
amended to read as follows:

         SECTION 1.1 Name. The name of the corporation (the "Company") is:

                         CNL Retirement Properties, Inc.

             So far as may be practicable,  the business of the Company shall be
    conducted and transacted under that name, which name (and the word "Company"
    wherever  used  in  these  Articles  of  Amendment  and  Restatement  of CNL
    Retirement  Properties,  Inc. (these  "Articles of  Incorporation"),  except
    where  the  context  otherwise   requires)  shall  refer  to  the  Directors
    collectively  but not  individually or personally and shall not refer to the
    Stockholders  or to any  officers,  employees or agents of the Company or of
    such Directors.

             Under  circumstances in which the Directors  determine that the use
    of the name "CNL Retirement Properties,  Inc." is not practicable,  they may
    use any other designation or name for the Company.

         The Name Change  Amendment  will not change any other aspect of Article
1. The Board of Directors has taken this action in order to provide  better name
recognition of the Company in the context of its business.

         Approval of the Name Change Amendment  requires the affirmative vote of
a majority of the outstanding  shares of the Company's  common stock entitled to
vote thereon. The Company's officers and directors have advised the Company that
they intend to vote their shares of common stock for the Name Change Amendment.

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

         The Board of Directors  unanimously  recommends that  stockholders vote
FOR the  Name  Change  Amendment.  Proxies  will be voted  for the  Name  Change
Amendment unless stockholders designate otherwise.


                                  OTHER MATTERS

     The Board of Directors  does not know of any matters to be presented at the
special meeting other than those stated above. If any other business should come
before the special 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.




<PAGE>


                        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.

                       By Order of the Board of Directors,


                        /s/ Lynn E. Rose

                        Lynn E. Rose
                        Secretary


August 3, 2000
Orlando, Florida






<PAGE>




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


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.

     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  Special  Meeting  of
Stockholders of the Company to be held on August 22, 2000, at 11:00 a.m.,  local
time,  and any  adjournment  thereof,  on the  matter set forth in the Notice of
Special Meeting and Proxy  Statement,  dated August 3, 2000, a copy of which has
been received by the undersigned, as follows:

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

1. Proposal to amend Amended and Restated  Articles of  Incorporation  to change
the  name of the  Company  to  "CNL  Retirement  Properties,  Inc."  (see  proxy
statement page 4).

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

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.


           (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 MATTER  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)



<PAGE>


SEND IN YOUR PROXY

Please Vote

o Your Vote  Counts...  CNL Health Care  Properties,  Inc.  has called a special
meeting to change the name of the Company from CNL Health Care Properties,  Inc.
to CNL  Retirement  Properties,  Inc.  The  date  of  this  meeting  is  rapidly
approaching.  We  encourage  you to  promptly  cast  your  vote on  this  single
proposal, 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 return the proxy 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




<PAGE>





                       IF YOU WOULD RATHER FAX YOUR VOTE,
                           PLEASE USE THIS COVER SHEET

                           REMEMBER - FAX YOUR PROXY!!

TO:
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NAME:    Christine Ziola
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FIRM:             MAVRICC Management Systems, Inc.

FAX NO.: (248) 614-4536

RE:               CNL Health Care Properties, Inc. Proxy Vote



FROM:
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NAME:

TELEPHONE:

DATE:

NUMBER OF PAGES (including cover sheet):  2, cover sheet and proxy

COMMENTS: