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, 2000
                                        ---------------------------------

                                       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 333-37480

                         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.  As of
February 19, 2001,  1,272,797 shares were beneficially  owned by non-affiliates.
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.

         The number of Shares of common  stock  outstanding  as of February  19,
2001, was 1,293,872.


<PAGE>







         The Form 10-K of CNL Retirement  Properties,  Inc. (the  "Company") for
the year  ended  December  31,  2000 is being  amended  to  include,  in Item 5,
additional information regarding the value and liquidity of the Company's common
stock.  The Form 10-K of the Company is also being  amended to include,  in Item
14(d),  summarized  financial  information  of  Marriott   International,   Inc.
("Marriott").  Marriott  is a  guarantor  of lease  payments  for the  Company's
tenant, which leases a Property with an aggregate carrying value that represents
more than 20 percent of the Company's  total assets for the year ended  December
31, 2000.  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, 2000.  The
Form 10-K of the Company is being further 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 10-K, 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.

                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

         As of  February  19,  2001,  there were 541  stockholders  of record of
common stock.  There is no public trading market for the Shares, and even though
the  Company  intends to list the Shares on a national  securities  exchange  or
over-the-counter  market within three to eight years, there is no assurance that
one will  develop,  and it is not known at this time if a public  market for the
Shares  will  develop.  Prior to such  time,  if any,  as  Listing  occurs,  any
stockholder  (other than the Advisor) may present all or any portion equal to at
least 25 percent of such  stockholders'  Shares to the Company for redemption at
any  time,  in  accordance  with  the  procedures   outlined  in  the  Company's
prospectus.  At such time,  the  Company  may, at its sole  option,  redeem such
Shares  presented for  redemption  for cash, at a redemption  price of $9.20 per
Share to the extent it has sufficient funds available.  In addition, the Company
may, at its discretion,  use up to $100,000 per calendar quarter of the proceeds
of any  public  offering  of its  common  stock  for  redemptions.  There  is no
assurance  that there will be sufficient  funds  available for  redemption  and,
accordingly,  a  stockholders'  Shares may not be redeemed.  Any Shares acquired
pursuant to a redemption will be retired and no longer available for issuance by
the Company. The Board of Directors of the Company, in its discretion, may amend
or suspend the redemption plan at any time they determine that such amendment or
suspension is in the best interest of the Company.  For the year ended  December
31, 2000, 3,316 Shares were retired pursuant to the redemption plan.

         As of December 31, 2000,  the offering  price per share of common stock
was $10. Based on the continued  sale of Shares  through  February 19, 2001, for
$10 per Share,  the Company  estimates  that the value of its Shares is $10. The
Company's  Shares are not publicly  traded.  Investors are cautioned that common
stock not publicly  traded is generally  considered  illiquid and the  estimated
value of the shares may not be realized when an investor  seeks to liquidate his
or her common stock.

         The Company expects to make distributions to the stockholders  pursuant
to the provisions of the Articles of Incorporation. For the years ended December
31, 2000 and 1999,  the Company  declared  cash  distributions  of $502,078  and
$50,404,  respectively,  to stockholders.  For the year ended December 31, 2000,
approximately 54 percent of distributions  paid to stockholders  were considered
ordinary income and approximately 46 percent were considered a return of capital
for federal  income tax  purposes.  For the year ended  December 31,  1999,  100
percent of distributions  paid to stockholders  were considered  ordinary income
for federal tax purposes.  No amounts  distributed to stockholders for the years
ended  December 31, 2000 and 1999,  were  required to be or have been treated by
the Company as a return of capital for purposes of calculating the stockholders'
return on their invested capital.


<PAGE>


The following table presents total distributions and distributions per Share:
<TABLE>
<CAPTION>
<S> <C>
               2000 Quarter                First          Second         Third          Fourth          Year
      -------------------------------   ------------    -----------    -----------    -----------    -----------

      Total distributions declared          $43,593       $108,932       $160,911       $188,642       $502,078
      Distributions per Share                 0.075         0.1537         0.1749         0.1749         0.5785

               1999 Quarter                First          Second         Third          Fourth          Year
      -------------------------------   ------------    -----------    -----------    -----------    -----------

      Total distributions declared              (1)            (1)        $16,460        $33,944        $50,404
      Distributions per Share                   (1)            (1)          0.050          0.075          0.125

</TABLE>

(1)      For the period December 22, 1997, (date of inception)  through July 13,
         1999,  the  Company  did  not  make  any  cash  distributions   because
         operations had not commenced.

         On  January  1,  2001  and  February  1,  2001,  the  Company  declared
distributions  to  stockholders  totaling  $69,134  and  $74,465,  respectively,
($0.0583 per Share) payable in March 2001, to  stockholders of record on January
1, 2001 and February 1, 2001, respectively.

         The Company  intends to continue  to declare  distributions  of cash to
stockholders  on a monthly  basis  during the  offering  period,  and  quarterly
thereafter.

                                     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 relating to the leased  Property whose aggregate  carrying value
         represents  more than 20 percent of the Company's  total assets for the
         year ended  December 31, 2000.  The  summarized  financial  information
         presented  for  Marriott as of December 29, 2000 and December 31, 1999,
         and for each of the three  fiscal years ended  December  29, 2000,  was
         obtained from the Form 10-K filed by Marriott with the  Securities  and
         Exchange Commission for the year ended December 29, 2000.

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



Consolidated Balance Sheets Data:
--------------------------------
                                           December 29,         December 31,
                                               2000                 1999
                                          ---------------     ----------------

Current Assets                                   $ 1,415              $ 1,600
Noncurrent Assets                                  6,822                5,724
Current Liabilities                                1,917                1,743
Noncurrent Liabilities                             3,053                2,673
Stockholders' Equity                               3,267                2,908



Consolidated Statements of Income Data:
---------------------------------------
                                           2000          1999          1998
                                        -----------   -----------   ----------

Gross revenues                           $ 10,072       $ 8,771      $ 8,004

Costs and expenses (including income
   tax expense)                             9,593         8,371        7,614
                                        -----------   -----------   ----------

Net income                                 $  479        $  400       $  390
                                        ===========   ===========   ==========

Basic earnings per share                  $  1.99       $  1.62      $  1.56
                                        ===========   ===========   ==========

Diluted earnings per share                $  1.89       $  1.51      $  1.46
                                        ===========   ===========   ==========


<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 30th day of
March 2001.

                                         CNL RETIREMENT PROPERTIES, INC.

                                         By:      ROBERT A. BOURNE
                                                  President

                                                  /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 RETIREMENT PROPERTIES, INC.
                           CNL Center at City Commons
                             450 South Orange Avenue
                             Orlando, Florida 32801




March 30, 2001


To our Stockholders:

You are cordially  invited to attend the annual meeting of  stockholders of  CNL
Retirement Properties, Inc. (the "Company") on May 29, 2001 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 2000 annual report.

This year's proxy requests your vote for the election of five directors.

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 RETIREMENT PROPERTIES, INC.
                           CNL Center at City Commons
                             450 South Orange Avenue
                             Orlando, Florida 32801

          Notice of Annual Meeting of Stockholders and Proxy Statement

                     Annual Meeting to be Held May 29, 2001


To our Stockholders:

Notice is hereby  given that the 2001  annual  meeting of  stockholders  of  CNL
Retirement  Properties,  Inc. (the  "Company")  will be held at CNL Center,  450
South Orange Avenue,  Orlando,  Florida 32801 on Tuesday, May 29, 2001, at 10:00
a.m., local time, for the following purposes:

1.       to elect five  directors of the Company for terms  expiring at the 2002
         annual meeting of stockholders;

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 March 1, 2001, will  be
entitled to notice of, and to vote at, the annual meeting or any  adjournment or
postponement thereof.

Stockholders  are  cordially  invited  to attend  the  meeting  in  person.  All
stockholders,  whether or not they plan to attend the meeting,  are requested to
complete,  date and sign the  enclosed  proxy card and return it promptly in the
envelope  provided.  You may also grant your proxy by telephone by following the
instructions  on the proxy card. It is important  that your shares be voted.  By
returning  your  proxy  promptly,  you can help  the  Company  avoid  additional
expenses to ensure a quorum is met so the meeting can be held.  If you decide to
attend the meeting, you may revoke your proxy and vote your shares in person.

                                          By Order of the Board of Directors,

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

March 30, 2001
Orlando, Florida


<PAGE>



                         CNL RETIREMENT PROPERTIES, INC.
                           CNL Center at City Commons
                             450 South Orange Avenue
                             Orlando, Florida 32801


                                 Proxy Statement



     This  proxy  statement  is  furnished  by the  Board  of  Directors  of CNL
Retirement 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 29, 2001, 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 March 1, 2001, 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 30, 2001.

     As of March 1, 2001,  1,308,532  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
two percent of the outstanding shares of common stock.


<PAGE>







                                Table of Contents



PROPOSAL I: ELECTION OF DIRECTORS...................................    3-6

AUDIT COMMITTEE REPORT..............................................      9

EXECUTIVE COMPENSATION..............................................      9

SECURITY OWNERSHIP..................................................     10

CERTAIN TRANSACTIONS................................................  11-12

INDEPENDENT AUDITORS................................................     13

OTHER MATTERS.......................................................     13

PROPOSALS FOR NEXT ANNUAL MEETING...................................     13

ANNUAL REPORT.......................................................     14

APPENDIX:  AUDIT COMMITTEE CHARTER.................................. 15 -17


<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, 53            Director and  President.  Mr. Bourne serves as a
                                director and President of CNL  Retirement  Corp.
                                (formerly CNL Health Care Corp.),  the Company's
                                advisor ("the Advisor").  Mr. Bourne is also the
                                President and Treasurer of CNL Financial  Group,
                                Inc; a director,  Vice Chairman of the Board and
                                President of CNL Hospitality Properties, Inc., a
                                public,  unlisted real estate  investment trust;
                                as well as director,  Vice Chairman of the Board
                                and  President  of 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 as a director
                                and held  various  executive  positions  for CNL
                                Fund Advisors, Inc., the advisor to CNL American
                                Properties  Fund,  Inc. prior to its merger with
                                such company, from 1994 through August 1999. Mr.
                                Bourne also serves as a director,  President and
                                Treasurer   for   various   affiliates   of  CNL
                                Financial Group,  Inc.  including CNL Investment
                                Company,  CNL  Securities  Corp.,  the  managing
                                dealer  in  the  Company's  offerings;  and  CNL
                                Institutional   Advisors,   Inc.,  a  registered
                                investment  advisor  for  pension  plans.  Since
                                joining CNL Securities Corp. in 1979, Mr. Bourne
                                has  overseen  CNL's  real  estate  and  capital
                                markets  activities  including the investment of
                                over $2  billion  in equity  and the  financing,
                                acquisition,   construction   and   leasing   of
                                restaurants,    office   buildings,    apartment
                                complexes,  hotels  and other real  estate.  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, 48             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 System,  an alliance
                                of ten  non-profit  hospitals  in the  Tampa Bay
                                area,  as well as vice  chairman of the board of
                                directors  of Morton  Plant Mease  Health  Care,
                                Inc., an 841-bed,  not-for-profit hospital and a
                                member  of the board of  directors  of 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 began his  professional  career with
                                Southeast  Banking  Corporation  in Miami,  from
                                1975  through  1981,  serving as  regional  vice
                                president of commercial  mortgage  lending.  Mr.
                                Dunbar  received a B.S.  degree in finance  from
                                Florida  State  University in 1975. 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, 58             Independent  Director.  Dr.  Moses has served as
                                the Bank of America  professor of finance  since
                                1989.  Dr.  Moses  served  as dean of the Roy E.
                                Crummer  Graduate  School of Business at Rollins
                                College  from  1994  to  June  2000,  and  as  a
                                professor  of  finance.   As  dean,   Dr.  Moses
                                established 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. and  DemandStar.com.  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  in 1967 and a Ph.D.  in  Finance
                                from the University of Georgia in 1971.

Timothy S. Smick, 49            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., 54        Director,   Chairman  of  the  Board  and  Chief
                                Executive  Officer.  Mr.  Seneff is a  director,
                                Chairman  of  the  Board  and  Chief   Executive
                                Officer  of  the  Advisor.   Mr.   Seneff  is  a
                                principal stockholder of CNL Holdings, Inc., the
                                parent company of CNL Financial  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.
                                and its  subsidiaries  since  its  formation  in
                                1973.  CNL Financial  Group,  Inc. is the parent
                                company,  either directly or indirectly  through
                                subsidiaries, of CNL Real Estate Services, Inc.,
                                the  Advisor,  CNL Capital  Markets,  Inc.,  CNL
                                Investment Company and CNL Securities Corp., the
                                managing dealer in the Company's offerings.  CNL
                                and the  entities it has  established  have more
                                than  $4.8   billion  in  assets,   representing
                                interests in approximately  1,900 properties and
                                approximately 1,200 mortgage loans in 48 states.
                                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 a director, 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,  served  as Chief  Executive
                                Officer  from  1994  through   August  1999  and
                                currently serves as Co-Chief  Executive  Officer
                                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 the company in
                                September  1999. Mr. Seneff has also served as a
                                director,   Chairman  of  the  Board  and  Chief
                                Executive  Officer of 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  votes 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, 2000, 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.
During  the year  ended  December  31,  2000,  the  Company  held four  Board of
Directors' meetings,  two audit committee meetings,  two telephonic meetings and
one  telephonic  committee  meeting.  The chairman of the audit  committee  also
received  fees of $750  per  meeting  attended  with the  Company's  independent
accountants   ($375  for  each   telephonic   meeting  in  which  such  chairman
participated.)  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 the Advisor.

     The Board of Directors  met four times  during the year ended  December 31,
2000,   and  the  average   attendance  by  directors  at  Board   meetings  was
approximately  95  percent.  Each  member  of the Board of  Directors  as it was
constituted  during 2000  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 2000, the Audit Committee was
composed of Messrs.  Dunbar,  Moses and Smick.  For the year ended  December 31,
2000,  each  of  Messrs.   Dunbar,   Moses  and  Smick  met  the  definition  of
"independent"  under  Sections  303.01(B)(2)(a)  and (3) of the New  York  Stock
Exchange listing standards.  The Audit Committee met twice during the year ended
December 31, 2000. The Board of Directors has adopted a written  charter for the
Audit  Committee,  a copy of which is  included  in this Proxy  Statement  as an
appendix.

     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.         54     Chief Executive Officer and Chairman
                                            of the Board
     Robert A. Bourne             53     President
     Phillip M. Anderson, Jr.     41     Chief Operating Officer and Executive
                                            Vice President
     Thomas J. Hutchison III      59     Executive Vice President
     Lynn E. Rose                 52     Secretary and Treasurer

         Phillip M.  Anderson,  Jr. Chief  Operating  Officer and Executive Vice
President.  Mr. Anderson joined CNL Retirement  Corp.  (formerly 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 Retirement Corp., the Company's Advisor, and
of CNL  Retirement  Development,  Corp.  (formerly CNL Health Care  Development,
Corp.).  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 and
insurance  committee.  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 the Advisor.  He is also the President and Chief
Operating  Officer of CNL Realty & 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.

         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. 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." AUDIT COMMITTEE REPORT

     The  information  contained  in  this  report  shall  not be  deemed  to be
"soliciting  material"  or  to be  "filed"  with  the  Securities  and  Exchange
Commission  (the  "Commission"),  nor shall such  information be incorporated by
reference  into any previous or future filings under the Securities Act of 1933,
as amended,  or the Securities  Exchange Act of 1934, as amended,  expect to the
extent that the Company incorporates it by specific reference.

     Review and Discussions  with  Management.  The Audit Committee has reviewed
and discussed the Company's  audited  financial  statements  for the fiscal year
ended December 31, 2000 with the management of the Company.

     Review and Discussions with Independent  Auditors.  The Audit Committee has
discussed   with   PricewaterhouseCoopers   LLP,   the   Company's   independent
accountants,  the matters  required to be disclosed by SAS 61  (Codification  of
Statements on Accounting  Standards) which includes,  among other items, matters
related to the conduct of the audit of the Company's financial statements.

     The Audit  Committee has also received  written  disclosures and the letter
from   PricewaterhouseCoopers  LLP  required  by  Independence  Standards  Board
Standard No. 1 (which relates to the accountant's  independence from the Company
and its related  entities) and has  discussed  with  PricewaterhouseCoopers  LLP
their independence from the Company.

     Conclusion.  Based on the review and  discussions  referred  to above,  the
Audit Committee recommended to the Board of Directors that the Company's audited
financial  statements  be included  in the Annual  Report of the Company on Form
10-K for the fiscal year ended December 31, 2000 for filing with the Commission.

                                                           Audit Committee

                                                           David W. Dunbar
                                                           Edward A. Moses
                                                           Timothy S. Smick


                             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,  1999 and 2000.  In  addition,  no
executive  officer of the Company  received  an annual  salary or bonus from the
Company  during the year ended  December 31, 2000,  1999 and 1998. 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.



<PAGE>


                               SECURITY OWNERSHIP

     The  following  table  sets  forth,  as of March 1,  2001,  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)          1.5%

     Robert A. Bourne                                 --               --

     David W. Dunbar                                  --               --

     Timothy S. Smick                                 --               --

     Edward A. Moses                                  --               --

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

     All directors and executive officers
         as a group (8 persons)                   21,075               1.6%
                                                  ======


(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.




<PAGE>


                              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 and Ms. Rose 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  percent  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,  2000,  the Company  incurred
$486,846 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 percent 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,  2000,  the Company
incurred  $32,456 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 percent 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, 2000, the Company incurred $292,108 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, 2000,  the Company  incurred a total of
$346,918 for these services,  $117,679 of such costs representing stock issuance
costs, $31,370 representing  acquisition related costs and $197,869 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 3.0 percent of the gross  offering  proceeds
received from the sale of shares of the Company. For the year ended December 31,
2000, the Company incurred $387,705 for such costs.

     The  Company  agreed  to  issue  and  sell   soliciting   dealer   warrants
("Soliciting  Dealer  Warrants") to CNL Securities  Corp. in connection with its
initial offering of shares of common stock (the "Initial  Offering").  The price
for each warrant was $0.0008 and one warrant was issued for every 25 shares sold
by the  managing  dealer in the  Initial  Offering,  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 is entitled to purchase  one share of common stock from the Company at a
price of $12.00  during the five year period  commencing  September 18, 1998. No
Soliciting  Dealer Warrants,  however,  are exercisable  until one year from the
date of issuance.  During the year ended  December 31, 2000,  the Company issued
35,776 Soliciting Dealer Warrants.

         CNL Securities Corp. will also receive,  in connection with its current
offering of shares of common stock (the "2000  Offering"),  a soliciting  dealer
servicing  fee payable  annually by the Company  beginning on December 31 of the
year following the year in which the 2000 Offering is completed in the amount of
0.20 percent of the aggregate  investment of stockholders who purchase shares in
the 2000 Offering.  CNL Securities Corp. in turn may reallow all or a portion of
such fees to  soliciting  dealers  whose clients hold shares on such date. As of
December 31, 2000, no such fees had been incurred.

     The Company incurs operating expenses which, in general, are those expenses
relating to the  administration of the Company on an ongoing basis.  Pursuant to
an advisory  agreement,  the Advisor is  required to  reimburse  the Company the
amount by which the total  operating  expenses  paid or  incurred by the Company
exceed in any four consecutive  fiscal quarters (the "Expense Year") the greater
of 2 percent  of  average  invested  assets or 25  percent  of net  income  (the
"Expense  Cap").  During the four  quarters  ended June 30, 2000,  the Company's
operating  expenses  exceeded  the  Expense  Cap by  $213,886  (the  "June  2000
Reimbursement");  therefore,  the Advisor  reimbursed the Company such amount in
accordance with the advisory agreement. During the Expense Years ended September
30, 2000 and December 31, 2000,  the Company's  operating  expenses,  net of the
June 2000 Reimbursement, did not exceed the Expense Cap.

     The  Company  and the  Advisor  have  entered  into an  advisory  agreement
pursuant  to which the  Advisor  receives  a  monthly  asset  management  fee of
one-twelfth  of 0.60  percent of the  Company's  real estate asset value and the
outstanding  principal  balance  of  any  mortgage  loan  as of  the  end of the
preceding  month.  During the year ended December 31, 2000, the Company incurred
$55,396 of such fees.

     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.



<PAGE>


                              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.

Audit Fees

     During the year ended December 31, 2000, the Company incurred audit fees of
$9,000 payable to PricewaterhouseCoopers  LLP. These fees include audit services
and quarterly reviews of financial statements on Form 10-Q.

Financial Information Systems Design and Implementation

     There were no professional services rendered by PricewaterhouseCoopers  LLP
during the year ended  December  31,  2000  relating  to  financial  information
systems design and implementation.

All Other Fees

     PricewaterhouseCoopers  LLP has also been engaged by the Company to perform
tax compliance services,  services related to Securities and Exchange Commission
reporting and  professional  services  related to the acquisition of properties.
The  Company  incurred  a total of  $8,362 of such fees  during  the year  ended
December 31, 2000.

     The Audit  Committee of the Board of Directors has  considered  whether the
provision  of the  services  described  under the  caption  "All Other  Fees" is
consistent with maintaining the independence of PricewaterhouseCoopers LLP.

                                  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 2002 must be  received  at the  Company's  office  at 450  South  Orange
Avenue, Orlando, Florida 32801, no later than November 30, 2001.

     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 2002 annual  meeting,  the Secretary of the Company
must receive  notice of any such proposal no earlier than February 28, 2002, and
no later than March 30, 2002.

                                  ANNUAL REPORT

     A copy of the Company's  Annual Report to  Stockholders  for the year ended
December 31, 2000, accompanies this proxy statement.

                                          By Order of the Board of Directors,

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

March 30, 2001
Orlando, Florida


<PAGE>


                                    APPENDIX

                         CNL Retirement Properties, Inc.
                             Audit Committee Charter

I.  PURPOSE
-----------

     The  primary  function  of the Audit  Committee  is to assist  the Board of
Directors of CNL Retirement  Properties,  Inc. (the "Company") in fulfilling its
oversight  responsibilities.  The Audit  Committee  will  review  the  financial
reporting process,  the system of internal controls,  the audit process, and the
Company's  process  for  monitoring  compliance  with laws and  regulations.  In
performing  its duties,  the Audit  Committee  will maintain  effective  working
relationships  with  the  Board of  Directors,  management  and the  independent
accountants.  To effectively perform his or her role, each Committee member will
obtain an understanding of the  responsibilities of Committee membership as well
as the Company's business, operations, and risks.

II.  COMPOSITION
----------------

         The Audit  Committee  shall be comprised of three or more  directors as
determined  by the  Company's  Board of  Directors.  Each  member  of the  Audit
Committee shall be an independent  director and free from any relationship that,
in the opinion of the Board,  would  interfere  with the  exercise of his or her
independent  judgment as a member of the Committee.  Each Committee member shall
have a working  familiarity  with basic  finance and  accounting  practices,  as
interpreted by the Board of Directors in its business judgment.  In addition, at
least one member of the Committee  shall have  accounting  or related  financial
management  expertise,  as interpreted by the Board of Directors in its business
judgment.

         The  Board of  Directors  shall  elect  the  members  of the  Committee
annually.  Unless a Chair is  elected  by the full  Board,  the  members  of the
Committee  may  designate  a  Chair  by  majority  vote  of the  full  Committee
membership.

III.  MEETINGS
--------------

         The Committee shall meet annually,  or more frequently as circumstances
dictate.

         A majority of the members of the  Committee  shall  constitute a quorum
for the transaction of business and the action of a majority of those present at
a meeting at which a quorum is  present  shall be action of the  Committee.  Any
action  required or permitted to be taken at a meeting of the  Committee  may be
taken without a meeting,  if a unanimous  written consent,  which sets forth the
action to be taken, is signed by each member of the Committee and filed with the
minutes of the  proceedings of the  Committee.  The members of the Committee may
conduct  any  meeting  thereof  by means of a  conference  telephone  or similar
communications  equipment if all persons  participating  in the meeting can hear
each other at the same  time.  Participation  in a meeting  by such means  shall
constitute presence in person at the meeting.

         In order to foster open  communications,  the Committee  shall consider
meeting at least  annually with  management and the  independent  accountants in
separate  sessions to discuss any matters  that these groups  believe  should be
discussed privately.

IV.  RESPONSIBILITIES AND DUTIES
--------------------------------

 To fulfill its  responsibilities  and duties, the Audit Committee shall perform
the following:

         A. Documents/Reports Review Activities:

         1.    Review  this  Charter  as  conditions  dictate,  but no less than
               annually.  Recommend  any proposed  changes to the Charter to the
               Board of Directors.
         2.    Review  with  management  and  the  independent  accountants  the
               Company's annual financial  statements,  including the Form 10-K,
               annual report to stockholders and proxy statement.
         3.    Review  with  management  and  the  independent  accountants  the
               Company's  Form 10-Q  quarterly.  The Chair of the  Committee may
               represent the entire Committee for purposes of this review.

         B. Activities Concerning Independent Accountants:

         1.    Recommend  to  the  Board  of  Directors  the  selection  of  the
               independent    accountants,    considering    independence    and
               effectiveness.
         2.    On an annual  basis,  review  and  discuss  with the  independent
               accountants all significant  relationships  the accountants  have
               with the Company to determine the  accountant's  independence and
               ensure receipt of a formal written statement delineating all such
               relationships  and confirming the independent  accountants'  view
               that they are independent of the Company.
         3.    Approve any  proposed  discharge of the  independent  accountants
               when circumstances warrant.
         4.    Periodically consult with the independent  accountants out of the
               presence of management  about internal  controls and the fullness
               and accuracy of the Company's financial statements.

         C. Financial Reporting Processes Activities:

         1.    In  consultation  with the  independent  accountants,  review the
               integrity of the Company's financial reporting processes.
         2.    Consider the independent accountants' judgments about the quality
               and  appropriateness  of the Company's  accounting  principles as
               applied in its financial reporting.
         3.    Consider  and  approve,  if  appropriate,  major  changes  to the
               Company's  auditing and  accounting  principles  and practices as
               suggested by the independent accountants or management.

         D. Process Improvement Activities:

         1.    Establish  regular  systems  of  reporting  to the  Committee  by
               management  and  the  independent   accountants  any  significant
               judgements  made in  management's  preparation  of the  financial
               statements and the view of each as to the appropriateness of such
               judgements.
         2.    Following  completion  of  the  annual  audit,  review  with  the
               independent    accountants   and   management   any   significant
               difficulties   encountered   during  the  course  of  the  audit,
               including restrictions on the scope of work or access to required
               information.
         3.    Review any  significant  disagreements  among  management and the
               independent accountants in connection with the preparation of the
               financial statements.
         4.    Review with the independent accountants and management the extent
               to which  changes or  improvements  in  financial  or  accounting
               practices, as approved by the Committee, have been implemented.

         E. Other Activities:

         1.    Perform any other  activities  consistent with this Charter,  the
               Company's  Bylaws and governing law, as the Committee or Board of
               Directors deems necessary or appropriate.
         2.    Periodically  update  the  Board  of  Directors  about  Committee
               activities and make appropriate recommendations.

<PAGE>

                         CNL RETIREMENT PROPERTIES, INC.
                         Annual Meeting of Stockholders
                           CNL Center at City Commons
                             450 South Orange Avenue
                                Orlando, Florida
                           May 29, 2001 at 10:00 a.m.

                               **Voting Options**
                       YOU MAY VOTE BY TOLL-FREE TELEPHONE

                 (OR COMPLETE THE PROXY CARD BELOW AND RETURN IT
                       BY MAIL IN THE ENCLOSED ENVELOPE)

If voting by proxy, you may vote either by mail or by telephone.  Your telephone
vote  authorizes  the named proxies to vote your shares in the same manner as if
you marked,  signed, and returned your proxy card by mail. To vote by telephone,
please read the accompanying proxy statement and then follow these steps.

                               YOUR CONTROL NUMBER
                      ------------------------------------
                      |                                  |
                      |                                  |
                      ------------------------------------


TO VOTE BY PHONE:
                CALL  TOLL FREE  (866)  227-8683
                ANY   TIME   ON   A   TOUCH-TONE
                TELEPHONE. THERE IS NO CHARGE TO
                YOU FOR THE  CALL.  PLEASE  HAVE
                THIS  FORM  AVAILABLE  WHEN  YOU
                CALL THE TOLL-FREE NUMBER.

                Enter the 7-digit control number located above, FOLLOWED BY THE
                # SIGN

                Option #1:    To vote as the Board of Directors recommends on
                              All proposals:  Press 1

                              When asked, please confirm your vote by pressing 1

                Option # 2:   If you choose to vote on each proposal separately:
                              Press 2 and follow the recorded instructions


        If you vote by telephone, please DO NOT mail back the proxy card.

                              THANK YOU FOR VOTING!


                   FOLD AND DETACH HERE AND READ REVERSE SIDE
--------------------------------------------------------------------------------
P R O X Y

     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 Retirement  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 29, 2001,  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 30, 2001, a copy of which has been received by
the undersigned, as follows:

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

1.   Election of Five Directors
     Nominees:    |_| FOR ALL   |_| WITHHELD FOR ALL
                  |_| FOR ALL NOMINEES, EXCEPT VOTE WITHHELD FOR:

         Robert A. Bourne                     (Write that nominee's name below)
         David W. Dunbar
         Edward A. Moses                      ---------------------------------
         Timothy S. Smick
         James M. Seneff, Jr.


In their discretion,  the proxies are authorized to act upon such other business
as may properly come before the meeting.


           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 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:______________________, 2001





                                             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>

Please Vote!


3        Read the Enclosed Materials...
         Enclosed is the following information for the CNL Retirement
         Properties, Inc. Annual Meeting of Stockholders:
                  2000 Annual Report
                  Proxy Statement that discusses the proposals being voted
                  Proxy Card

3        Complete the Proxy Card...
         Please  review  and vote on all  proposals  listed on the  proxy  card.
         Simply cast your vote,  sign and detach the proxy card and return it in
         the postage-paid envelope provided. Please note, all parties must sign.
         ...Or Vote by Telephone...
         For your  convenience,  you may grant your proxy by  telephone.  Please
         refer to the proxy card for telephonic voting instructions. If you vote
         by telephone, please DO NOT mail back the proxy card.

3        For Assistance...
         If you have any  questions  or need  assistance  completing  your proxy
         card, please call Investor Relations toll free at 1-866-650-0650.

3        Please Vote Today!
         Re-soliciting  stockholders  adds  unnecessary  costs to CNL Retirement
         Properties,  Inc. Help us minimize operational  expenses.  We encourage
         you to cast your vote  promptly so we can avoid the time and expense of
         re-soliciting your vote.

3        Thank you,
         We appreciate your  participation  and your support.  Again,  please be
         sure to vote on all the proposals. Your vote is important!



                  Retirement Properties, Inc.
                  CNL Center at City Commons
                  P.O. Box 4920
                  Orlando, FL  32802-4920
                  tel (407) 650-1000  (866) 650-0650


<PAGE>

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

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

Or for your convenience,  you may grant your proxy by telephone. Please refer to
the proxy card for telephonic instructions.  If you vote by telephone, please DO
NOT return the proxy card.

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

It is important that your shares are represented.

Please Vote.  Every vote counts!  Thank you!



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

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

Or for your convenience,  you may grant your proxy by telephone. Please refer to
the proxy card for telephonic instructions.  If you vote by telephone, please DO
NOT return the proxy card.

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

It is important that your shares are represented.

Please Vote.  Every vote counts!  Thank you!



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

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

Or for your convenience,  you may grant your proxy by telephone. Please refer to
the proxy card for telephonic instructions.  If you vote by telephone, please DO
NOT return the proxy card.

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

It is important that your shares are represented.

Please Vote.  Every vote counts!  Thank you!


<PAGE>


Your Vote is Important!


         Retirement Properties, Inc.           Please take a minute to review
                                               and vote on the proposals listed
         CNL Center at City Commons            on the proxy card.
         P.O. Box 4920
         Orlando, FL  32802-4920
         tel (407) 650-1000  (866) 650-0650





Your Vote is Important!


         Retirement Properties, Inc.           Please take a minute to review
                                               and vote on the proposals listed
         CNL Center at City Commons            on the proxy card.
         P.O. Box 4920
         Orlando, FL  32802-4920
         tel (407) 650-1000  (866) 650-0650





Your Vote is Important!


         Retirement Properties, Inc.           Please take a minute to review
                                               and vote on the proposals listed
         CNL Center at City Commons            on the proxy card.
         P.O. Box 4920
         Orlando, FL  32802-4920
         tel (407) 650-1000  (866) 650-0650