UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                   FORM 10-K/A
                                 Amendment No. 1
<TABLE>
<CAPTION>

<c>
(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, 2001
                                            -------------------

                                       OR

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

       For the transition period from                            to
                                      --------------------------    --------------------------
</TABLE>

                        Commission file number 000-32607

                         CNL RETIREMENT 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 for the  Shares,  $93,262,611  of our  common  stock was held by
non-affiliates as of February 11, 2002.

     The number of Shares outstanding as of February 11, 2002 was 9,346,833.



<PAGE>



     The Form 10-K of CNL Retirement  Properties,  Inc. (the  "Company") for the
year ended  December  31,  2001 is being  amended  to  include,  in Item  14(d),
summarized financial  information of Marriott  International,  Inc. ("Marriott")
and the combined  financial  statements of five properties  leased to affiliates
American  Retirement  Corporation  ("ARC").  Marriott is the  guarantor of lease
payments  for  one of the  Company's  tenants,  which  leases  Property  with an
aggregate  carrying value that represented more than 20 percent of the Company's
total assets for the year ended December 31, 2001. Two of the properties  leased
to affiliates of ARC had an aggregate  carrying value that represented more than
20 percent of the Company's  total assets for the year ended  December 31, 2001.
This  summarized  information  was not  available to the Company at the time the
Company filed its Form 10-K for the year ended December 31, 2001.

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(d)      Other Financial Information.

               The following summarized  financial  information is filed as part
         of this report as a result of Marriott  guaranteeing lease payments for
         the tenant of the Orland Park Property whose  aggregate  carrying value
         represents  more than 20 percent of the Company's  total assets for the
         year ended  December 31, 2001.  The  summarized  financial  information
         presented  for  Marriott as of December 28, 2001 and December 29, 2000,
         and for each of the three  fiscal years ended  December  28, 2001,  was
         obtained from the Form 10-K filed by Marriott with the  Securities  and
         Exchange Commission for the year ended December 28, 2001.
<TABLE>
<CAPTION>

<c>
                  Marriott International, Inc. and Subsidiaries
                             Selected Financial Data
                      (in Millions, except per share data)

      Consolidated Balance Sheets Data:
      --------------------------------
                                                                      December 28,         December 29,
                                                                          2001                 2000
                                                                     ---------------     ----------------

      Current Assets                                                    $     2,130          $     1,645
      Noncurrent Assets                                                       6,977                6,592
      Current Liabilities                                                     1,802                1,917
      Noncurrent Liabilities                                                  3,827                3,053
      Stockholders' Equity                                                    3,478                3,267


      Consolidated Statements of Income Data:
      --------------------------------------

                                                                   2001           2000            1999
                                                              -------------   -------------    ------------

      Gross revenues                                             $ 10,198        $ 10,135         $ 8,771

      Costs and expenses (including income tax expense)             9,962           9,656           8,371
                                                              -------------   -------------    ------------

      Net income                                                 $    236        $    479         $   400
                                                              =============   =============    ============

      Basic earnings per share                                   $   0.97        $   1.99         $  1.62
                                                              =============   =============    ============

      Diluted earnings per share                                 $   0.92        $   1.89         $  1.51
                                                              =============   =============    ============

</TABLE>

<PAGE>


     The  following  financial  information  represents  the combined  financial
statements of five properties acquired by the Company through the date that this
report  was  filed  that  are  leased  to  affiliates  of  American   Retirement
Corporation  ("ARC"). The Company does not own any interest in ARC's affiliates'
operation of the communities. The properties in Arlington, Texas and Boca Raton,
Florida  were owned by the Company as of December  31, 2001 and had an aggregate
carrying  value that  represented  more than 20 percent of the  Company's  total
assets for the year ended December 31, 2001.



American Retirement
Communities Portfolio
(A Group of Related Properties Acquired by CNL
Retirement Properties, Inc.)
Combined Financial Statements
As of and For the Years Ended
December 31, 2001 and 2000

               Report of Independent Certified Public Accountants


To the Board of Directors and Shareholders
CNL Retirement Properties, Inc.


In our opinion, the accompanying combined balance sheets and the related
combined statements of operations and changes in equity and of cash flows
present fairly, in all material respects, the financial position of American
Retirement Communities Portfolio (a Group of Related Properties Acquired by CNL
Retirement Properties, Inc.) (the "Communities") at December 31, 2001 and 2000,
and the results of their operations and their cash flows for the years then
ended in conformity with accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of the
Communities' management; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.

Our audit was  conducted  for the purpose of forming an opinion on the  combined
financial  statements taken as a whole.  The combining  information is presented
for purposes of additional analysis of the combined financial  statements rather
than to  present  the  results  of  operations  of the  individual  Communities.
However, the combining information has been subjected to the auditing procedures
applied in the audit of the combined  financial  statements and, in our opinion,
is  fairly  stated,  in all  material  respects,  in  relation  to the  combined
financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP


Orlando, Florida
May 7, 2002


<PAGE>



American Retirement Communities Portfolio
(A Group of Related Properties Acquired by CNL Retirement Properties, Inc.)
Combined Balance Sheets
December 31, 2001 and 2000
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S> <C>
                                                                                    2001                2000
                                                                              -----------------   -----------------
Assets
Current assets:
    Cash                                                                             $ 488,319           $ 673,871
    Accounts receivable, net of allowance for doubtful
      accounts of $188,771 and $87,620                                               1,274,637             612,729
    Prepaid expenses and other                                                         150,921             125,446
                                                                              -----------------   -----------------
             Total current assets                                                    1,913,877           1,412,046
                                                                              -----------------   -----------------

Restricted cash                                                                      1,708,634             525,000
                                                                              -----------------   -----------------

Property and equipment, net                                                         33,183,957             572,314
                                                                              -----------------   -----------------

Other assets:
    Security deposits                                                                  810,030             258,983
    Deferred financing costs, net                                                      218,594                   -
                                                                              -----------------   -----------------
             Total other assets                                                      1,028,624             258,983
                                                                              -----------------   -----------------

             Total assets                                                         $ 37,835,092         $ 2,768,343
                                                                              =================   =================

Liabilities and Equity
Current liabilities:
    Current maturities of long-term debt                                             $ 692,029             $     -
    Accounts payable                                                                   519,267             599,762
    Accrued payroll                                                                    341,458             232,100
    Accrued property tax                                                               923,665             567,673
    Other accrued expenses                                                           1,127,946             236,759
                                                                              -----------------   -----------------
             Total current liabilities                                               3,604,365           1,636,294

Long-term debt, less current maturities                                             32,444,896                   -
Resident deposits                                                                      417,898             436,396
                                                                              -----------------   -----------------
             Total liabilities                                                      36,467,159           2,072,690
                                                                              -----------------   -----------------

Equity                                                                               1,367,933             695,653
                                                                              -----------------   -----------------

             Total liabilities and equity                                         $ 37,835,092         $ 2,768,343
                                                                              =================   =================


</TABLE>


         The accompanying notes are an integral part of these combined
                             financial statements.


<PAGE>



American Retirement Communities Portfolio
(A Group of Related Properties Acquired by CNL Retirement Properties, Inc.)
Combined Statements of Operations and Changes in Equity
Years Ended December 31, 2001 and 2000
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <c>
                                                                                      2001               2000
                                                                                -----------------  ------------------

Revenue:
    Community resident and health care services                                     $ 17,946,629         $10,232,625
    Interest and other                                                                   319,339              28,249
                                                                                -----------------  ------------------
                Total revenue                                                         18,265,968          10,260,874
                                                                                -----------------  ------------------

Expenses:
    Community operating expenses                                                      15,533,428           9,687,518
    Lease expense                                                                      4,957,887           4,642,644
    Management fees                                                                      794,621             443,922
    Bad debt expense                                                                     101,151                   -
    Interest                                                                             323,949               2,659
    Amortization                                                                          29,499                   -
    Depreciation                                                                         344,687              78,153
                                                                                -----------------  ------------------
                Total expenses                                                        22,085,222          14,854,896
                                                                                -----------------  ------------------

Loss before income taxes                                                              (3,819,254 )        (4,594,022 )

Income taxes                                                                                   -                   -
                                                                                -----------------  ------------------

Net loss                                                                              (3,819,254 )        (4,594,022 )

Equity at beginning of year                                                              695,653             706,288

Net contributions from owner/operator                                                  4,491,534           4,583,387
                                                                                -----------------  ------------------

Equity at end of year                                                                $ 1,367,933          $  695,653
                                                                                =================  ==================


</TABLE>




          The accompanying notes are an integral part of these combined
                             financial statements.


<PAGE>



American Retirement Communities Portfolio
(A Group of Related Properties Acquired by CNL Retirement Properties, Inc.)
Combined Statements of Cash Flows
Years Ended December 31, 2001 and 2000
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

 <c>

                                                                                       2001                2000
                                                                                 -----------------   -----------------

Cash flows from operating activities:
    Net loss                                                                          $(3,819,254 )       $(4,594,022 )
    Depreciation and amortization                                                         374,186              78,153
    Changes in assets and liabilities:
      Increase in accounts receivable                                                    (661,908 )          (371,211 )
      Increase in prepaid expenses and other                                              (25,475 )           (64,474 )

      (Increase) decrease in security deposits                                           (551,047 )               438
      Increase in accounts payable and accrued expenses                                 1,276,042             919,634
      Decrease in resident deposits                                                       (18,498 )           (10,986 )
                                                                                 -----------------   -----------------
                Net cash used in operating activities                                  (3,425,954 )        (4,042,468 )
                                                                                 -----------------   -----------------

Cash flows from investing activities:
    Additions to property and equipment                                               (12,630,306 )          (378,395 )
    Increase in restricted cash                                                        (1,183,634 )                 -
                                                                                 -----------------   -----------------
                Net cash used in investing activities                                 (13,813,940 )          (378,395 )
                                                                                 -----------------   -----------------

Cash flows from financing activities:
    Proceeds from issuance of long-term debt                                           13,000,000                   -
    Payment of loan costs                                                                (248,093 )                 -
    Payments on long-term debt                                                           (189,099 )                 -
    Net contributions from owner/operator                                               4,491,534           4,583,387
                                                                                 -----------------   -----------------
                Net cash provided by financing activities                              17,054,342           4,583,387
                                                                                 -----------------   -----------------

Net (decrease) increase in cash                                                          (185,552 )           162,524

Cash at beginning of year                                                                 673,871             511,347
                                                                                 -----------------   -----------------

Cash at end of year                                                                     $ 488,319          $  673,871
                                                                                 =================   =================


Supplemental disclosures of cash flow information:

    Cash paid during the year for interest                                              $ 323,949           $   2,659
                                                                                 =================   =================
    Cash paid during the year for income taxes                                          $       -           $       -
                                                                                 =================   =================
    Non-cash investing and financing activities - Note 3

</TABLE>

          The accompanying notes are an integral part of these combined
                             financial statements.


<PAGE>



American Retirement Communities Portfolio
(A Group of Related Properties Acquired by CNL Retirement Properties, Inc.)
Notes to Combined Financial Statements
Years Ended December 31, 2001 and 2000
-------------------------------------------------------------------------------


1.       Organization and Nature of Business:

         The ARC Retirement  Communities Portfolio ("the Communities")  consists
         of five assisted  living/retirement  communities  located in Arlington,
         Texas, Boca Raton, Florida, Oak Park, Illinois,  Coconut Creek, Florida
         and  Greenwood  Village,  Colorado.  The  Communities  are  managed  by
         American Retirement  Corporation  ("ARC"), a national senior living and
         health care  services  provider.  During 2001 and the first  quarter of
         2002,  ARC entered into a series of  transactions  with CNL  Retirement
         Properties,  Inc. ("CNL"),  a real estate investment trust, to sell the
         land,  buildings  and certain  equipment  used in the  operation of the
         Communities  and lease it back on a triple-net basis.  The leases  with
         CNL contain collateralization and other requirements that are generally
         evaluated  on  an  aggregate  basis.   During  2000,   several  of  the
         Communities were in the development stage as summarized below:

<TABLE>
<CAPTION>

 <c>
                                                                                               Beginning
                                                                                             Annual Minimum
                                                 Commenced            Month Acquired         Lease Payment
                     Property                    Operations               by CNL               Due to CNL
           ------------------------------   ---------------------   --------------------  ---------------------

           Broadway Plaza                       August 2000            November 2001              $  1,084,322
               Arlington, TX

           Homewood Residence                   October 2000           November 2001                   991,380
               Boca Raton, FL

           Holley Court Terrace                  July 1993             February 2002                 1,846,928
               Oak Park, IL

           Homewood Residence                  February 2000           February 2002                   968,756
               Coconut Creek, FL

           Heritage Club                       November 1999            March 2002                   1,786,538
               Greenwood Village, CO
                                                                                          ---------------------
                                                                                                  $  6,677,924
                                                                                          =====================

</TABLE>

         In connection with Communities that became  operational during 1999 and
         2000, ARC had previously  entered into various  transactions with third
         parties for their  development.  ARC had also  entered  into  long-term
         leases  with  entities,  including  subsidiaries  of a bank  and a real
         estate investment  trust. Upon completion of the development  projects,
         the real  estate and  equipment  were  leased to ARC or other  entities
         which  then  entered  into  management  contracts  with  ARC for  their
         operation.  Two of these  entities were  affiliated  with a Director of
         ARC. The management  agreements provided ARC with rights of first offer
         to acquire the leasehold interest of the Communities.


<PAGE>



American Retirement Communities Portfolio
(A Group of Related Properties Acquired by CNL Retirement Properties, Inc.)
Notes to Combined Financial Statements - Continued
Years Ended December 31, 2001 and 2000
-------------------------------------------------------------------------------

2.       Summary of Significant Accounting Policies:

         Basis of Presentation
         The accompanying financial statements have been prepared to present the
         combined financial results of the Communities and are presented for the
         purposes of complying  with the  Securities  and Exchange  Commission's
         rules and regulations regarding acquired businesses and properties.

         The combined financial  statements  reflect the historical  accounts of
         the  Communities  including  allocations of general and  administrative
         expenses from the ARC corporate offices in the form of management fees.
         The management fees,  calculated as a percentage of revenue,  are based
         on  determinations  that  ARC  management  believes  to be  reasonable.
         However,   management   believes   that  the   Communities'   corporate
         administrative  and general  expenses on a  stand-alone  basis may have
         been different had the Communities operated as unaffiliated entities.

         Liquidity
         As described in Note 1, several of the Communities  recently  commenced
         operations  and  consequently  are expected to have cash flow  deficits
         through  a normal  stabilization  period.  In  connection  with the CNL
         sale-leaseback transactions,  ARC has restricted funds in the amount of
         approximately   $3.9  million  to  fund  cash  flow   deficits  at  the
         Communities,  if required.  To the extent  additional funds are needed,
         ARC is  obligated  under the terms of the leases,  to fund the required
         amounts.  In the event ARC,  as  guarantor,  is unable to  fulfill  its
         obligations,  CNL, as lessor,  could support the ongoing  operations of
         the  Communities  and protect its  interest as owner of the  underlying
         real estate.

         Use of Estimates and Assumptions
         The  preparation of financial  statements in conformity with accounting
         principles  generally accepted in the United States of America requires
         management to make estimates and  assumptions  that affect the reported
         amounts of assets and liabilities  and disclosure of contingent  assets
         and liabilities at the date of the financial statements. Estimates also
         affect  the  reported  amounts  of  revenues  and  expenses  during the
         reporting period. Actual amounts could differ from those estimates.

         Recognition of Revenue
         The Communities provide residents with housing and health care services
         through  various types of agreements.  Housing and health care services
         are provided on an annual,  monthly or per-diem basis.  Residents pay a
         monthly  housing  fee,  which  entitles  them  to the  use  of  certain
         amenities and services.  Residents may also elect to obtain  additional
         services,  which are billed on a monthly  basis or as the  services are
         received.  The Communities recognize revenues under these agreements as
         the services are provided.



<PAGE>


American Retirement Communities Portfolio
(A Group of Related Properties Acquired by CNL Retirement Properties, Inc.)
Notes to Combined Financial Statements - Continued
Years Ended December 31, 2001 and 2000
-------------------------------------------------------------------------------

  2.    Summary of Significant Accounting Policies - Continued:

         Recognition of Revenue - Continued
         Resident  and health  care  revenues  are  reported  at  estimated  net
         realizable amounts from residents,  third-party  payors, and others for
         services rendered,  including estimated  retroactive  adjustments under
         reimbursement   agreements   with   third-party   payors.   Retroactive
         adjustments are accrued on an estimated basis in the period the related
         services  are  rendered  and  adjusted  in  future   periods  as  final
         settlements are determined.

         Restricted Cash
         Restricted  cash includes cash held by lenders under loan agreements in
         escrow for property taxes and property  improvement and cash segregated
         under operating reserve provisions of lease agreements.

         Accounts Receivable
         Accounts  receivable,  net  of  an  allowance  for  doubtful  accounts,
         represent the estimate of the amount that  ultimately  will be realized
         in cash.  ARC  management  reviews the  adequacy of the  allowance  for
         doubtful accounts on an ongoing basis, using historical payment trends,
         analyses  of  receivable  portfolios  by  payor  source  and  aging  of
         receivables,  as  well  as  review  of  specific  accounts,  and  makes
         adjustments to the allowance as necessary.

         Property and Equipment
         Property and  equipment  are recorded at cost and include  interest and
         real estate  capitalized  during the  construction  period,  as well as
         other  costs  directly  related to the  acquisition,  development,  and
         construction.  Depreciation  and  amortization  are computed  using the
         straight-line  method over the  estimated  useful  lives of the related
         assets.  Buildings  and  improvements  are  depreciated  over 40 and 15
         years,  respectively,   and  furniture,   fixtures  and  equipment  are
         depreciated over five to seven years.

         Impairment of Long-Lived Assets
         Long-lived  assets  are  reviewed  for  impairment  whenever  events or
         changes in circumstances  indicate that the carrying amount of an asset
         may not be recoverable. Recoverability of assets to be held and used is
         measured by a comparison of the carrying amount to future  undiscounted
         net cash flows  expected to be  generated  by the asset.  If assets are
         considered to be impaired,  the impairment to be recognized is measured
         by the amount by which the  assets'  carrying  amount  exceeds its fair
         value.

         Deferred Financing Costs
         Deferred  financing costs are being  amortized using the  straight-line
         method,  which  approximates the interest method,  over the term of the
         related debt agreement.





<PAGE>


American Retirement Communities Portfolio
(A Group of Related Properties Acquired by CNL Retirement Properties, Inc.)
Notes to Combined Financial Statements - Continued
Years Ended December 31, 2001 and 2000
-------------------------------------------------------------------------------

2.       Summary of Significant Accounting Policies - Continued:

         Income Taxes
         Income taxes are accounted  for under the asset and  liability  method.
         Deferred tax assets and  liabilities  are recognized for the future tax
         consequences   attributable   to  differences   between  the  financial
         statement carrying amounts of existing assets and liabilities and their
         respective tax bases.  Deferred tax assets and liabilities are recorded
         using enacted tax rates expected to apply to taxable income in the year
         in which those  temporary  differences  are expected to be recovered or
         settled.  The effect on deferred tax assets and liabilities of a change
         in tax rates is  recognized  in income in the period that  includes the
         enactment date.

         Insurance The Communities  are  self-insured  for workers  compensation
         claims up to certain limits. Additional stop-loss coverage is purchased
         to cover claims in excess of these  limitations.  The Communities  have
         established  reserves  for  all  reported  and  unpaid  claims  and for
         estimated  claims incurred but not yet reported,  based upon historical
         claims loss experience.  The Communities' operator maintains commercial
         insurance  on  a  claims-made   basis  for  general  and   professional
         liability. The operator also has professional liability coverage with a
         commercial  insurance  carrier  with  limits  of $5 million  for  each
         occurrence  and $15 million  aggregate for potential  losses related to
         these  matters,  if they occur.  In  addition,  the  Communities  carry
         primary and secondary  umbrella  liability  coverage with a $25 million
         per occurrence  limit. The  Communities,  through ARC, carry a mandated
         crime insurance policy with a coverage limit of $1 million.

         Equity
         ARC transfers  excess cash from and makes working capital  advances and
         corporate  allocations  to  the  Communities.  These  advances  include
         amounts to fund  operating  shortfalls.  The  resulting  net balance of
         these  transactions plus the initial  investment in the Communities and
         the  cumulative  equity  (deficit) of the  Communities is classified as
         equity in the balance sheets.

         Concentrations of Credit Risk
         Financial  instruments  that  potentially  subject the  Communities  to
         significant  concentrations of credit risk consist principally of cash,
         accounts   receivable  and   restricted   cash.  The  majority  of  the
         Communities'  cash is in accounts with financial  institutions that ARC
         management  has  determined  to  be  high  quality  institutions.   ARC
         management  believes credit risk related to cash and restricted  assets
         is minimal.  The Communities'  accounts  receivable  consist of monthly
         fees and charges due from residents.



<PAGE>


American Retirement Communities Portfolio
(A Group of Related Properties Acquired by CNL Retirement Properties, Inc.)
Notes to Combined Financial Statements - Continued
Years Ended December 31, 2001 and 2000
-------------------------------------------------------------------------------

3.       Property and Equipment:

         During 2000 and for the majority of 2001, the Communities were operated
         under various operating lease arrangements (see Notes 1 and 6).

         On September 26, 2001, ARC acquired the land, building and equipment of
         the retirement center in Oak Park,  Illinois previously leased under an
         operating lease. ARC financed this acquisition by entering into a $13.0
         million  mortgage  note. In  connection  with this  acquisition,  land,
         buildings and equipment increased by $12.4 million.

         During  November  2001,  ARC  exercised its option to acquire the land,
         building and equipment used in the operation of the Boca Raton, Florida
         and  Arlington,   Texas   Communities  and   simultaneously   completed
         sale-leaseback  transactions  with CNL under 15-year lease  agreements,
         which contain two five-year renewal options and rights of first refusal
         to repurchase  the leased  assets.  As a result of contingent  earn-out
         agreements,  these leases are accounted  for as financing  transactions
         and accordingly  property and equipment and debt of approximately $20.2
         million are recorded on the balance sheets.

         Property and equipment consists of the following at December 31:

                                                   2001              2000
                                              ---------------  ----------------

              Land                                $3,294,093          $      -
              Building and improvements           28,327,404                 -
              Equipment                            2,055,869           689,735
              Construction in progress                25,949            57,250
                                              ---------------  ----------------
                                                  33,703,315           746,985
              Less accumulated depreciation         (519,358 )        (174,671 )
                                              ---------------  ----------------

                                                 $33,183,957          $572,314
                                              ===============  ================



<PAGE>


American Retirement Communities Portfolio
(A Group of Related Properties Acquired by CNL Retirement Properties, Inc.)
Notes to Combined Financial Statements - Continued
Years Ended December 31, 2001 and 2000
-------------------------------------------------------------------------------

4.       Long-Term Debt:

         Long-term debt consists of the following at December 31:
<TABLE>
<CAPTION>
<S> <c>
                                                                                   2001                2000
                                                                            -----------------   -----------------

        Sale/leaseback financing payable in monthly
          installments of $172,975 including interest
          at 7.63% maturing in 2016                                             $ 20,171,493             $     -

        Mortgage note payable bearing interest at a floating rate equal
          to three hundred and fifty basis points in excess of the LIBOR
          rate (6.28% at December 31, 2001). Interest and principal is
          due monthly with remaining principal and unpaid interest due
          October 1, 2003. The note is collateralized by certain land,
          buildings and equipment                                                 12,965,432                   -
                                                                            -----------------   -----------------
        Total long-term debt                                                      33,136,925                   -
        Less current portion                                                        (692,029 )                 -
                                                                            -----------------   -----------------

                                                                                $ 32,444,896             $     -
                                                                            =================   =================

</TABLE>


         The following is a schedule of future  maturities of long-term  debt as
         of December 31, 2001.

                         2002                        $ 692,029
                         2003                       13,303,760
                         2004                          642,537
                         2005                          745,520
                         2006                          929,067
                         Thereafter                 16,824,012
                                              -----------------

                                                  $ 33,136,925
                                              =================



<PAGE>


American Retirement Communities Portfolio
(A Group of Related Properties Acquired by CNL Retirement Properties, Inc.)
Notes to Combined Financial Statements - Continued
Years Ended December 31, 2001 and 2000
-------------------------------------------------------------------------------

5.       Income Taxes:

         Total income tax expense consists of:

                                                     2001           2000
                                                 -------------  -------------

                U.S. Federal:
                  Current                              $    -         $    -
                  Deferred
                                                            -              -
                                                 -------------  -------------
                          Total U.S. Federal                -              -
                                                 -------------  -------------

                State:
                  Current
                  Deferred
                                                            -              -
                                                 -------------  -------------
                          Total State                       -              -
                                                 -------------  -------------
                          Total                        $    -         $    -
                                                 =============  =============

         The tax effect of temporary differences that give rise to the following
         net deferred tax liability at December 31, 2001 and 2000 consists of:

                                                       2001           2000
                                                  -------------  -------------

           Net operating loss carryforwards         $1,351,333      $ 242,979
           Valuation allowance                      (1,351,333 )     (242,979 )
                                                  -------------  -------------

                    Net deferred tax liability          $    -         $    -
                                                  =============  =============


         The following table summarizes the significant  differences between the
         U.S. federal statutory tax rate and the Communities' effective tax rate
         for financial statement purposes:

<TABLE>
<CAPTION>

 <c>
                                                          2001            2000
                                                       --------------  --------------

           Statutory tax rate (34%)                     $ (1,298,546 )  $ (1,561,967 )
           State income taxes, net of federal benefit       (116,669 )       (18,254 )
           Tax losses of nonconsolidated partnerships        306,861       1,344,564
           Increase in valuation allowance                 1,108,354         235,657
                                                       --------------  --------------

                    Total                               $          -    $          -
                                                       ==============  ==============
</TABLE>


<PAGE>


American Retirement Communities Portfolio
(A Group of Related Properties Acquired by CNL Retirement Properties, Inc.)
Notes to Combined Financial Statements - Continued
Years Ended December 31, 2001 and 2000
-------------------------------------------------------------------------------

5.       Income Taxes - Continued:

         For  the  year  ended  December  31,  2000,  Broadway  Plaza,  Homewood
         Residence  Boca Raton and Holley Court  Terrace were  included in ARC's
         consolidated federal income tax return. For the year ended December 31,
         2001,  Broadway  Plaza,  Homewood  Residence  Boca Raton,  Holley Court
         Terrace and Homewood Residence Greenwood Village were included in ARC's
         consolidated  federal  income  tax  return.  Communities  that were not
         included in ARC's consolidated federal income tax returns were owned by
         partnerships  not  included  in the ARC  consolidated  return.  For the
         financial statement presentation, the separate-return method is used to
         allocate  current  and  deferred  federal  and state tax expense to the
         Communities  as if they were  separate  taxpayers.  No tax  benefit  or
         expense has been  reported  with  respect to the  Communities  owned by
         partnerships not included in the ARC consolidated  return,  since taxes
         on income generated by those partnerships are the responsibility of the
         partners.

         The Communities have tax net operating loss carryovers in the amount of
         $3,556,142,  which expire  beginning in 2020. The Communities  have not
         recorded this potential  deferred tax benefit  because they do not have
         sufficient  historical earnings on which to conclude that they are more
         likely than not to realize a future benefit.



6.       Leases:

         As of December 31, 2001 and 2000,  two and four,  respectively,  of the
         Communities  were operated under leasing  structures which were treated
         as operating  leases for  financial  reporting  purposes and  financing
         leases  for  income  tax  purposes.  These  leases  provided  ARC  with
         termination  rights whereby ARC could  terminate the leases and acquire
         the  assets at  predetermined  amounts in  exchange  for  assuming  the
         lessors' debt, forgiving notes receivable from the lessor, and repaying
         the lessors' equity.  In November 2001, ARC elected to terminate two of
         the leases and simultaneously  entered into a transaction with CNL (see
         Note 3). In February  and March  2002,  ARC  elected to  terminate  two
         additional leases and subsequently  entered into a transaction with CNL
         (see Note 10).




7.       Related Party Transactions:

         ARC performs  management  services for the  Communities  which includes
         certain  corporate  administrative  and general expenses for financial,
         legal,  accounting,  human  resources and  information  systems.  These
         services  are  reflected  as  management   fees  on  the  statement  of
         operations.



<PAGE>


American Retirement Communities Portfolio
(A Group of Related Properties Acquired by CNL Retirement Properties, Inc.)
Notes to Combined Financial Statements - Continued
Years Ended December 31, 2001 and 2000
-------------------------------------------------------------------------------

8.       Employee Benefit Plans:

         The  Communities'  employees are eligible to  participate  in a defined
         contribution plan established by ARC,  including features under Section
         401(k) of the  Internal  Revenue  Code (the  "Plan").  The Plan permits
         employees  to make  voluntary  contributions  up to  specified  limits.
         Additional  contributions  may be  made  by the  Communities  at  their
         discretion,  that vest ratable over a five-year period. The Communities
         incurred  $17,917 and  $37,541 in expense for the years ended  December
         31, 2001 and 2000, respectively.



9.       Commitments and Contingencies:

         Federal  and  state   governments   regulate  various  aspects  of  the
         Communities'  business.  The  development  and operation of health care
         facilities  and  provision  of health  care  services  are  subject  to
         federal, state, and local licensure, certification, and inspection laws
         that regulate,  among other  matters,  the number of licensed beds, the
         provision of services,  the  distribution of  pharmaceuticals,  billing
         practices and policies,  equipment,  staffing  (including  professional
         licensing),   operating   policies  and  procedures,   fire  prevention
         measures,  environmental  matters,  and  compliance  with  building and
         safety codes.  Failure to comply with these laws and regulations  could
         result  in the  denial  of  reimbursement,  the  imposition  of  fines,
         temporary suspension of admission of new patients,  restrictions on the
         ability to expand  existing  facilities,  and,  in extreme  cases,  the
         revocation of a Community's license or closure.

         The  Communities  are subject to various legal  proceedings  and claims
         that arise in the ordinary  course of its  business.  In the opinion of
         management,  the ultimate  liability with respect to those  proceedings
         and  claims  will  not  materially   affect  the  financial   position,
         operations, or liquidity of the Communities.



10.      Subsequent Events:

         In February and March of 2002,  ARC exercised its right with respect to
         the Coconut Creek, Florida and Greenwood Village, Colorado Communities,
         respectively, operated under leasing arrangements to acquire the leased
         assets and simultaneously entered into sale-leaseback transactions with
         CNL which were accounted for as financings.

         In February of 2002, ARC entered into a sale-leaseback transaction with
         CNL in  connection  with the Holley Court Terrace  Community  purchased
         from a previous  lessor on  September  26, 2001 which will be accounted
         for as an operating lease.



<PAGE>


American Retirement Communities Portfolio
(A Group of Related Properties Acquired by CNL Retirement Properties, Inc.)
Notes to Combined Financial Statements - Continued
Years Ended December 31, 2001 and 2000
-------------------------------------------------------------------------------

10.      Subsequent Events - Continued:

         As a result of these  transactions,  these Communities'  future minimum
         lease payments are as follows:

                         2002                     $ 3,866,000
                         2003                       4,661,000
                         2004                       4,735,000
                         2005                       4,811,000
                         2006                       4,888,000
                         Thereafter                54,597,000
                                             -----------------

                                                 $ 77,558,000
                                             =================



<PAGE>



American Retirement Communities Portfolio
(A Group of Related Properties Acquired by CNL Retirement Properties, Inc.)
Combining Balance Sheet
December 31, 2001
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

 <c>

                                                               Properties         Properties
                                                              Acquired by        Acquired by
                                                              CNL in 2001        CNL in 2002          Combined
                                                            -----------------  -----------------  ------------------
Assets
Current assets:
    Cash                                                           $   1,000          $ 487,319           $ 488,319
    Accounts receivable                                               22,972          1,251,665           1,274,637
    Prepaid expenses and other                                        41,194            109,727             150,921
                                                            -----------------  -----------------  ------------------
             Total current assets                                     65,166          1,848,711           1,913,877
                                                            -----------------  -----------------  ------------------

Restricted cash                                                      906,634            802,000           1,708,634
                                                            -----------------  -----------------  ------------------

Property and equipment, net                                       20,301,080         12,882,877          33,183,957
                                                            -----------------  -----------------  ------------------

Other assets:
    Security deposits                                                810,030                  -             810,030
    Deferred financing costs, net                                          -            218,594             218,594
                                                            -----------------  -----------------  ------------------
             Total other assets                                      810,030            218,594           1,028,624
                                                            -----------------  -----------------  ------------------

             Total assets                                       $ 22,082,910       $ 15,752,182        $ 37,835,092
                                                            =================  =================  ==================

Liabilities and Equity
Current liabilities:
    Current maturities of long-term debt                           $ 218,201          $ 473,828           $ 692,029
    Accounts payable                                                  42,825            476,442             519,267
    Accrued expenses                                                 668,071          1,724,998           2,393,069
                                                            -----------------  -----------------  ------------------
             Total current liabilities                               929,097          2,675,268           3,604,365

Long-term debt, less current maturities                           19,953,291         12,491,605          32,444,896
Resident deposits                                                      6,724            411,174             417,898
                                                            -----------------  -----------------  ------------------
             Total liabilities                                    20,889,112         15,578,047          36,467,159
                                                            -----------------  -----------------  ------------------

Equity                                                             1,193,798            174,135           1,367,933
                                                            -----------------  -----------------  ------------------

             Total liabilities and equity                       $ 22,082,910       $ 15,752,182        $ 37,835,092
                                                            =================  =================  ==================

</TABLE>



<PAGE>



American Retirement Communities Portfolio
(A Group of Related Properties Acquired by CNL Retirement Properties, Inc.)
Combining Statement of Operations and Changes in Equity
Year Ended December 31, 2001
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

 <c>
                                                                   Properties         Properties
                                                                  Acquired by         Acquired by
                                                                  CNL in 2001         CNL in 2002          Combined
                                                                -----------------  ------------------  ------------------

Revenue:
    Community resident and health care services                      $ 2,828,364         $15,118,265         $17,946,629
    Interest and other                                                       149             319,190             319,339
                                                                -----------------  ------------------  ------------------
                  Total revenue                                        2,828,513          15,437,455          18,265,968
                                                                -----------------  ------------------  ------------------

Expenses:
    Community operating expenses                                       3,471,456          12,061,972          15,533,428
    Lease expense                                                      1,516,715           3,441,172           4,957,887
    Management fees                                                      141,418             653,203             794,621
    Bad debt expense                                                           -             101,151             101,151
    Interest                                                              94,432             229,517             323,949
    Amortization                                                               -              29,499              29,499
    Depreciation                                                         133,835             210,852             344,687
                                                                -----------------  ------------------  ------------------
                  Total expenses                                       5,357,856          16,727,366          22,085,222
                                                                -----------------  ------------------  ------------------

Loss before income taxes                                              (2,529,343 )        (1,289,911 )        (3,819,254 )

Income taxes                                                                   -                   -                   -
                                                                -----------------  ------------------  ------------------

Net loss                                                              (2,529,343 )        (1,289,911 )        (3,819,254 )

Equity at beginning of year                                              109,651             586,002             695,653

Net contributions from owner/operator                                  3,832,792             658,742           4,491,534
                                                                -----------------  ------------------  ------------------

Equity (deficit) at end of year                                      $ 1,413,100          $  (45,167 )       $ 1,367,933
                                                                =================  ==================  ==================



</TABLE>



<PAGE>


American Retirement Communities Portfolio
(A Group of Related Properties Acquired by CNL Retirement Properties, Inc.)
Combining Statement of Cash Flows
Year Ended December 31, 2001
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

 <c>
                                                                     Properties         Properties
                                                                    Acquired by         Acquired by
                                                                    CNL in 2001         CNL in 2002         Combined
                                                                  -----------------  ------------------  ----------------

Cash flows from operating activities:
    Net loss                                                           $(2,529,343 )       $(1,289,911 )     $(3,819,254 )
    Depreciation and amortization                                          133,835             240,351           374,186
    Changes in assets and liabilities:
      (Increase) decrease in accounts receivable                           135,116            (797,024 )        (661,908 )
      Decrease (increase) in prepaid expenses
        and other assets                                                    19,044             (44,519 )         (25,475 )
      (Increase) decrease in security deposits                            (810,030 )           258,983          (551,047 )
      Increase in accounts payable and
        accrued expenses                                                   410,040             866,002         1,276,042
      Increase (decrease) in tenant deposits                                 2,324             (20,822 )         (18,498 )
                                                                  -----------------  ------------------  ----------------
                 Net cash used in operating activities                  (2,639,014 )          (786,940 )      (3,425,954 )
                                                                  -----------------  ------------------  ----------------

Cash flows from investing activities:
    Additions to property and equipment                                   (133,112 )       (12,497,194 )     (12,630,306
    Increase in restricted assets                                         (906,634 )          (277,000 )      (1,183,634 )
                                                                  -----------------  ------------------  ----------------
                 Net cash used in investing activities                  (1,039,746 )       (12,774,194 )     (13,813,940 )
                                                                  -----------------  ------------------  ----------------

Cash flows from financing activities:
    Proceeds from issuance of long-term debt                                     -          13,000,000        13,000,000
    Payment of loan costs                                                        -            (248,093 )        (248,093 )
    Payments on long-term debt                                            (154,532 )           (34,567 )        (189,099 )
    Net contributions from owner/operator                                3,832,792             658,742         4,491,534
                                                                  -----------------  ------------------  ----------------
                 Net cash provided by financing activities               3,678,260          13,376,082        17,054,342
                                                                  -----------------  ------------------  ----------------

Net decrease in cash and cash equivalents                                     (500 )          (185,052 )        (185,552 )

Cash at beginning of year                                                    1,500             672,371           673,871
                                                                  -----------------  ------------------  ----------------

Cash at end of year                                                      $   1,000          $  487,319         $ 488,319
                                                                  =================  ==================  ================


Supplemental disclosures of cash flow information:

    Cash paid during the year for interest                               $  94,432          $  229,517         $ 323,949
                                                                  =================  ==================  ================

    Cash paid during the year for taxes                                  $       -          $        -         $       -
                                                                  =================  ==================  ================
</TABLE>





<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 10th day of May
2002.

                             CNL RETIREMENT PROPERTIES, INC.

                              By:   /s/ Robert A. Bourne
                                    ---------------------------
                                    ROBERT A. BOURNE
                                    Vice Chairman of the Board,
                                    President and Treasurer
                                   (Principal Financial and Accounting Officer)