UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-K

(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 0-20016

                             CNL INCOME FUND X, LTD.
             (Exact name of registrant as specified in its charter)

          Florida                                        59-3004139
(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) 540-2000

               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:

              Units of limited partnership interest ($10 per Unit)
                                (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 4,000,000 units of limited
partnership  interest  (the  "Units") on Form S-11 under the  Securities  Act of
1933, as amended. Since no established market for such Units exists, there is no
market value for such Units. Each Unit was originally sold at $10 per Unit.

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None

<PAGE>


                                     PART I

Item 1.  Business

         CNL Income Fund X, Ltd. (the  "Registrant" or the  "Partnership")  is a
limited  partnership  which was  organized  pursuant to the laws of the State of
Florida on April 16, 1990. The general partners of the Partnership are Robert A.
Bourne,  James M. Seneff, Jr. and CNL Realty Corporation,  a Florida corporation
(the  "General  Partners").  Beginning  on September  9, 1991,  the  Partnership
offered  for  sale up to  $40,000,000  of  limited  partnership  interests  (the
"Units") (4,000,000 Units at $10 per Unit) pursuant to a registration  statement
on Form S-11 under the Securities Act of 1933, as amended,  effective  March 20,
1991.  The  offering  terminated  on March 18,  1992,  at which date the maximum
offering  proceeds of  $40,000,000  had been  received  from  investors who were
admitted to the Partnership as limited partners (the "Limited Partners").

         The  Partnership  was organized to acquire both newly  constructed  and
existing  restaurant  properties,  as well as properties upon which  restaurants
were to be  constructed  (the  "Properties"),  which  are  leased  primarily  to
operators of national and regional fast-food and family-style  restaurant chains
(the "Restaurant Chains").  Net proceeds to the Partnership from its offering of
Units,  after  deduction  of  organizational  and  offering  expenses,   totaled
$35,200,000, and were used to acquire 47 Properties, including interests in nine
Properties  owned by joint  ventures in which the  Partnership is a co-venturer,
and to establish a working capital reserve for Partnership purposes.

         During the year ended  December  31,  1995,  the  Partnership  sold its
Property  in Denver,  Colorado,  and  reinvested  the  majority of the net sales
proceeds  in a Shoney's  in Fort  Myers  Beach,  Florida.  During the year ended
December 31, 1996, the  Partnership  reinvested the remaining net sales proceeds
in a Golden Corral Property located in Clinton, North Carolina,  with affiliates
of the General Partners as tenants-in-common. During the year ended December 31,
1997, the Partnership sold its Property in Fremont,  California,  and reinvested
the majority of the net sales proceeds in a Boston Market in Homewood,  Alabama.
In addition,  during 1997, the Partnership used approximately  $130,400 that had
been  previously  reserved for working  capital  purposes to invest in a Chevy's
Fresh Mex Property  located in Miami,  Florida,  with  affiliates of the General
Partners as  tenants-in-common.  During the year ended  December 31,  1998,  the
Partnership sold its Properties in Sacramento, California and Billings, Montana.
During  1998,  the  Partnership  reinvested  the proceeds  from the  Sacramento,
California  sale in a  Property  in San  Marcos,  Texas.  During  the year ended
December 31, 1999, the Partnership sold its Properties in Amherst,  New York and
Fort Myers Beach, Florida.  During 1999, the Partnership reinvested the proceeds
from the  Amherst,  New York sale in a Property  in  Fremont,  Nebraska.  During
January 1999, the Partnership reinvested the net sales proceeds from the sale of
its  Property  in  Billings,  Montana in a joint  venture,  Ocean  Shores  Joint
Venture,  to purchase  and hold one  Property.  In addition,  during  1999,  the
Partnership  reinvested  the  majority of the net sales  proceeds  from the Fort
Myers Beach, Florida sale in a joint venture arrangement,  Peoria Joint Venture,
with CNL Income Fund II, Ltd., an affiliate of the General  Partners to purchase
and hold one  Property.  During  2000,  the  Partnership  sold its  Property  in
Lancaster, New York.

         As a result of the above  transactions,  as of December 31,  2000,  the
Partnership owned 48 Properties.  The 48 Properties  include 11 Properties owned
by joint ventures in which the  Partnership is a co-venturer  and two Properties
owned  with  affiliates  of  the  General  Partners  as  tenants-in-common.  The
Partnership  generally  leases the  Properties  on a  triple-net  basis with the
lessees responsible for all repairs and maintenance,  property taxes,  insurance
and utilities.

         The  Partnership  will hold its Properties  until the General  Partners
determine that the sale or other  disposition of the Properties is  advantageous
in view of the Partnership's investment objectives.  In deciding whether to sell
Properties, the General Partners will consider factors such as potential capital
appreciation,  net cash flow and  federal  income  tax  considerations.  Certain
lessees also have been granted options to purchase Properties,  generally at the
Property's  then fair market  value after a specified  portion of the lease term
has elapsed.  The  Partnership has no obligation to sell all or any portion of a
Property  at any  particular  time,  except as may be  required  under  property
purchase options granted to certain lessees.

         On March 11, 1999, the  Partnership  entered into an Agreement and Plan
of Merger with CNL American Properties Fund, Inc.("APF"),  pursuant to which the
Partnership  would be merged with and into a subsidiary  of APF (the  "Merger").
APF is a real estate investment trust whose primary business is the ownership of
restaurant properties leased on a long-term,  "triple net" basis to operators of
national and regional restaurant chains. Under the Agreement and Plan of Merger,
APF was to issue shares of its common stock as consideration  for the Merger. On
March 1, 2000,  the General  Partners and APF  announced  that they had mutually
agreed to terminate the Agreement and Plan of Merger entered into in March 1999.
The agreement to terminate the Agreement and Plan of Merger was based,  in large
part,  on the General  Partners'  concern  that,  in light of market  conditions
relating to publicly  traded real  estate  investment  trusts,  the value of the
transaction  had  diminished.  As a result  of such  diminishment,  the  General
Partners, ability to unequivocally recommend voting for the transaction,  in the
exercise  of their  fiduciary  duties,  had  become  questionable.  The  General
Partners are continuing to evaluate strategic  alternatives for the Partnership,
including alternatives to provide liquidity to the Limited Partners.

Leases

         Although there are variations in the specific terms of the leases,  the
following  is  a  summarized   description  of  the  general  structure  of  the
Partnership's  leases.  Generally,  the  leases of the  Properties  owned by the
Partnership,  the joint ventures in which the  Partnership is a co-venturer  and
the  Properties  owned  as  tenants-in-common  with  affiliates  of the  General
Partners  provide for initial  terms  ranging  from 14 to 20 years (the  average
being 18 years) and expire  between 2006 and 2019. The leases are generally on a
triple-net basis,  with the lessee  responsible for all repairs and maintenance,
property taxes,  insurance and utilities.  The leases of the Properties  provide
for  minimum  base annual  rental  payments  (payable  in monthly  installments)
ranging  from  approximately  $25,500 to  $198,500.  The  majority of the leases
provide for percentage rent, based on sales in excess of a specified  amount. In
addition,  a majority of the leases provide that,  commencing in specified lease
years  (ranging  from the second to the sixth lease year),  the annual base rent
required under the terms of the lease will increase.

         Generally,  the  leases  of the  Properties  provide  for  two to  five
five-year  renewal  options  subject  to the same  terms and  conditions  as the
initial lease.  Lessees of 34 of the  Partnership's 48 Properties also have been
granted options to purchase  Properties at the Property's then fair market value
after a specified portion of the lease term has elapsed.  Fair market value will
be determined  through an appraisal by an independent  appraisal firm. Under the
terms of certain leases,  the option purchase price may equal the  Partnership's
original cost to purchase the Property  (including  acquisition  costs),  plus a
specified percentage from the date of the lease or a specified percentage of the
Partnership's purchase price, if that amount is greater than the Property's fair
market value at the time the purchase option is exercised.

         The leases also  generally  provide that, in the event the  Partnership
wishes to sell the Property  subject to that lease,  the Partnership  first must
offer the  lessee  the right to  purchase  the  Property  on the same  terms and
conditions,  and for the same  price,  as any offer  which the  Partnership  has
received for the sale of the Property.

         During 1998, two tenants, Brambury Associates, Inc. and Boston Chicken,
Inc.,  filed for  bankruptcy  and rejected  the leases  relating to two of their
three  Properties  and ceased making rental  payments to the  Partnership on the
rejected leases. In January 2000, the Partnership  re-leased one of the rejected
lease Properties to a new tenant,  to operate a Kinko's Copies.  The Partnership
continued  receiving rental payments relating to the lease that was not rejected
until the  Partnership  sold this  Property  in March 1999.  In March 1999,  the
Partnership  reinvested  the net  sales  proceeds  in a Golden  Corral  Property
located in  Fremont,  Nebraska.  In  December  2000,  the  Partnership  sold the
remaining  vacant  Property and intends to reinvest the net sales proceeds in an
additional Property.  The Partnership will not recognize rental an earned income
from the sold  Property  until the proceeds  from the sale of the Property  have
been reinvested in an additional Property.

         In  August  1999,  the  leases  relating  to  the  Long  John  Silver's
Properties in Alamogordo and Las Cruces, New Mexico were amended to provide rent
deferrals.  The rent  deferrals  are payable by the tenant  beginning  in August
2001.



<PAGE>


Major Tenants

         During 2000, two lessees of the Partnership and its consolidated  joint
venture,  Golden Corral  Corporation and Jack in the Box Inc., each  contributed
more than ten  percent of the  Partnership's  total  rental  and  earned  income
(including  rental and earned income from the Partnership's  consolidated  joint
venture  and the  Partnership's  share of  rental  and  earned  income  from ten
Properties owned by unconsolidated  joint ventures and two Properties owned with
affiliates  of the General  Partners as  tenants-in-common).  As of December 31,
2000,  Golden Corral  Corporation  was the lessee under leases  relating to five
restaurants and Jack in the Box Inc. was the lessee under leases relating to six
restaurants.  It is  anticipated  that  based  on the  minimum  rental  payments
required by the leases,  these two lessees each will continue to contribute more
than ten percent of the Partnership's total rental and earned income in 2001. In
addition,  four Restaurant Chains,  Golden Corral Family Steakhouse  Restaurants
("Golden  Corral"),  Hardee's,  Burger King, and Jack in the Box, each accounted
for more than ten percent of the  Partnership's  total rental and earned  income
during  2000  (including   rental  and  earned  income  from  the  Partnership's
consolidated  joint  venture  and the  Partnership's  share of rental and earned
income  from ten  Properties  owned by  unconsolidated  joint  ventures  and two
Properties owned with affiliates of the General Partners as  tenants-in-common).
In 2001, it is anticipated that these four Restaurant  Chains each will continue
to account  for more than ten percent of the total  rental and earned  income to
which the Partnership is entitled under the terms of the leases.  Any failure of
these lessees or Restaurant  Chains could have a material  adverse affect on the
Partnership's  income if the  Partnership is not able to re-lease the Properties
in a timely  manner.  No single  tenant or groups of  affiliated  tenants  lease
Properties with an aggregate carrying value in excess of 20 percent of the total
assets of the Partnership.

Joint Venture and Tenancy in Common Arrangements

         The Partnership has entered into a joint venture  arrangement,  Allegan
Real Estate Joint Venture,  with an unaffiliated entity to purchase and hold one
Property.  In addition,  the  Partnership  has entered into five separate  joint
venture  arrangements:  CNL Restaurant  Investments III with CNL Income Fund IX,
Ltd., to purchase and hold six Properties; Ashland Joint Venture with CNL Income
Fund IX, Ltd. and CNL Income Fund XI, Ltd.,  to purchase and hold one  Property;
Williston  Real Estate Joint Venture with CNL Income Fund XII, Ltd., to purchase
and hold one Property;  Ocean Shores Joint  Venture,  with CNL Income Fund XVII,
Ltd., to purchase and hold one  restaurant  Property;  and Peoria Joint Venture,
with CNL Income Fund II,  Ltd.,  to purchase and hold one  restaurant  Property.
Each of the CNL Income Funds is an  affiliate  of the General  Partners and is a
limited partnership organized pursuant to the laws of the state of Florida.

         The joint  venture  arrangements  provide for the  Partnership  and its
joint venture  partners to share in all costs and benefits  associated  with the
joint ventures in accordance with their respective  percentage  interests in the
joint  ventures.  The  Partnership has an 88.26% interest in Allegan Real Estate
Joint Venture, a 50 percent interest in CNL Restaurant Investments III, a 10.51%
interest in Ashland Joint  Venture,  a 40.95%  interest in Williston Real Estate
Joint Venture, a 69.06% interest in Ocean Shores Joint Venture, and a 52 percent
interest in Peoria Joint Venture. The Partnership and its joint venture partners
are also  jointly  and  severally  liable for all debts,  obligations  and other
liabilities of the joint ventures.

         CNL  Restaurant  Investments  III's joint  venture  agreement  does not
provide for a fixed term, but continues in existence until  terminated by either
of the joint  venturers.  Ashland  Joint Venture has an initial term of 14 years
and Allegan Real Estate Joint  Venture,  Williston Real Estate Joint Venture and
Peoria Joint Venture each have an initial term of 20 years. After the expiration
of the initial term, each of the joint ventures continues in existence from year
to year unless  terminated at the option of any of the joint  venturers or by an
event of dissolution.  Events of dissolution include the bankruptcy,  insolvency
or  termination of any joint  venturer,  sale of the Property owned by the joint
venture and mutual  agreement of the Partnership and its joint venture  partners
to dissolve the joint venture.

         The  Partnership  has  management  control of Allegan Real Estate Joint
Venture and shares  management  control  equally with  affiliates of the General
Partners  for CNL  Restaurant  Investments  III,  Williston  Real  Estate  Joint
Venture,  Ashland  Joint  Venture,  Ocean Shores Joint  Venture and Peoria Joint
Venture.  The joint venture agreements restrict each venturer's ability to sell,
transfer or assign its joint venture interest without first offering it for sale
to its joint venture partners, either upon such terms and conditions as to which
the venturers may agree or, in the event the venturers cannot agree, on the same
terms and  conditions  as any offer from a third  party to  purchase  such joint
venture interest.

         Net cash  flow  from  operations  of CNL  Restaurant  Investments  III,
Allegan Real Estate Joint Venture, Ashland Joint Venture,  Williston Real Estate
Joint  Venture,   Ocean  Shores  Joint  Venture  and  Peoria  Joint  Venture  is
distributed  50  percent,   88.26%,  10.51%,  40.95%,  69.06%  and  52  percent,
respectively,  to the  Partnership and the balance is distributed to each of the
other joint venture  partners in  accordance  with their  respective  percentage
interest in the joint  venture.  Any  liquidation  proceeds,  after paying joint
venture debts and liabilities and funding  reserves for contingent  liabilities,
will be distributed  first to the joint venture  partners with positive  capital
account  balances in proportion to such balances until such balances equal zero,
and thereafter in proportion to each joint venture partner's percentage interest
in the joint venture.

         In addition to the above joint venture  arrangements,  the  Partnership
entered  into an  agreement to hold a Property in Clinton,  North  Carolina,  as
tenants-in-common  with CNL Income Fund IV,  Ltd.,  CNL Income Fund VI, Ltd. and
CNL Income Fund XV, Ltd. In addition,  the Partnership entered into an agreement
to hold a Property in Miami, Florida, as tenants-in-common, with CNL Income Fund
III,  Ltd.,  CNL Income  Fund VII,  Ltd.,  and CNL Income  Fund XIII,  Ltd.  The
agreements  provide for the  Partnership  and the other  parties to share in the
profits and losses of the  Properties in  proportion to each party's  percentage
interest. The Partnership owns a 13 percent and 6.69% interest,  respectively in
these  Properties.  Each CNL Income Fund is an affiliate of the General Partners
and is a  limited  partnership  organized  pursuant  to the laws of the State of
Florida. The tenancy in common agreement restricts each party's ability to sell,
transfer,  or assign its  interest in the tenancy in common's  Property  without
first offering it for sale to the remaining party.

         The use of joint venture and tenancy in common  arrangements allows the
Partnership  to fully invest its available  funds at times at which it would not
have  sufficient  funds to purchase an additional  property,  or at times when a
suitable  opportunity to purchase an additional  property is not available.  The
use of joint  venture  and  tenancy in common  arrangements  also  provides  the
Partnership  with  increased  diversification  of its portfolio  among a greater
number of properties. In addition,  tenancy in common arrangements may allow the
Partnership to defer the gain for federal income tax purposes upon the sale of a
Property if the proceeds are reinvested in an additional Property.

Certain Management Services

         CNL Fund Advisors, Inc., an affiliate of the General Partners, provides
certain  services  relating to management of the  Partnership and its Properties
pursuant to a management  agreement with the Partnership.  Under this agreement,
CNL  Fund  Advisors,   Inc.  is  responsible  for  collecting  rental  payments,
inspecting  the  Properties  and the tenants'  books and records,  assisting the
Partnership  in  responding  to  tenant  inquiries  and  notices  and  providing
information  to  the  Partnership  about  the  status  of  the  leases  and  the
Properties.  CNL Fund  Advisors,  Inc.  also  assists  the  General  Partners in
negotiating the leases.  For these  services,  the Partnership has agreed to pay
CNL Fund Advisors,  Inc. an annual fee of one percent of the sum of gross rental
revenues from Properties  wholly owned by the Partnership plus the Partnership's
allocable  share of gross revenues of joint ventures in which the Partnership is
a co-venturer,  but not in excess of competitive  fees for comparable  services.
Under the management agreement, the management fee is subordinated to receipt by
the Limited  Partners of an aggregate,  ten percent,  cumulative,  noncompounded
annual  return on their  adjusted  capital  contributions  (the  "10%  Preferred
Return"),  calculated in accordance with the Partnership's  limited  partnership
agreement (the "Partnership Agreement").

         The management agreement continues until the Partnership no longer owns
an interest in any Properties unless terminated at an earlier date upon 60 days'
prior notice by either party.

Competition

         The fast-food and family-style  restaurant business is characterized by
intense  competition.  The restaurants on the Partnership's  Properties  compete
with  independently  owned  restaurants,  restaurants which are part of local or
regional chains, and restaurants in other well-known national chains,  including
those offering different types of food and service.



<PAGE>


Employees

         The  Partnership   has  no  employees.   The  officers  of  CNL  Realty
Corporation  and the  officers and  employees of APF, the parent  company of CNL
Fund Advisors, Inc., perform certain services for the Partnership.  In addition,
the General  Partners have  available to them the resources and expertise of the
officers and employees of CNL Financial  Group,  Inc., a diversified real estate
company,  and its  affiliates,  who may also  perform  certain  services for the
Partnership.


Item 2.  Properties

         As of December 31, 2000, the Partnership owned 48 Properties. Of the 48
Properties,  35 are owned by the Partnership in fee simple, 11 are owned through
joint  venture  arrangements  and  two  are  owned  through  tenancy  in  common
arrangements.  See Item 1.  Business  - Joint  Venture  and  Tenancy  in  Common
Arrangements.  The Partnership is not permitted to encumber its Properties under
the terms of its  partnership  agreement.  Reference  is made to the Schedule of
Real Estate and  Accumulated  Depreciation  for a listing of the  Properties and
their  respective  costs,  including  acquisition  fees and certain  acquisition
expenses.

Description of Properties

         Land. The Partnership's  Property sites range from approximately 15,700
to 200,900  square  feet  depending  upon  building  size and local  demographic
factors.  Sites  purchased  by  the  Partnership  are  in  locations  zoned  for
commercial use which have been reviewed for traffic patterns and volume.

         The following table lists the Properties owned by the Partnership as of
December 31, 2000 by state. More detailed information  regarding the location of
the  Properties  is  contained  in the  Schedule of Real Estate and  Accumulated
Depreciation for the year ended December 31, 2000.


          State                               Number of Properties

          Alabama                                          2
          Arizona                                          1
          Florida                                          5
          Idaho                                            1
          Illinois                                         1
          Louisiana                                        2
          Michigan                                         2
          Missouri                                         1
          Montana                                          5
          Nebraska                                         1
          New Hampshire                                    3
          New Mexico                                       3
          New York                                         1
          North Carolina                                   4
          Ohio                                             3
          Pennsylvania                                     1
          South Carolina                                   1
          Tennessee                                        3
          Texas                                            7
          Washington                                       1
                                                       ------
          TOTAL PROPERTIES                                48
                                                       ======


         Buildings.  Each of the Properties owned by the Partnership  includes a
building that is one of a Restaurant  Chain's  approved  designs.  The buildings
generally are  rectangular  and are  constructed  from various  combinations  of
stucco,  steel,  wood, brick and tile.  Building sizes range from  approximately
1,800 to 10,700 square feet.  All buildings on Properties are  freestanding  and
surrounded by paved  parking  areas.  Buildings  are suitable for  conversion to
various uses, although modifications may be required prior to use for other than
restaurant operations. As of December 31, 2000, the Partnership had no plans for
renovation of the Properties. Depreciation expense is computed for buildings and
improvements using the straight line method using a depreciable life of 40 years
for federal income tax purposes.

         As of December 31, 2000, the aggregate cost of the Properties  owned by
the   Partnership   (including   its   consolidated   joint   venture)  and  the
unconsolidated  joint ventures  (including  Properties  owned through tenancy in
common  arrangements)  for  federal  income tax  purposes  was  $28,408,360  and
$14,018,133, respectively.

         The following table lists the Properties owned by the Partnership as of
December 31, 2000 by Restaurant Chain. Restaurant Chain Number of Properties

                Burger King                                           13
                Chevy's Fresh Mex                                      1
                Denny's                                                3
                Golden Corral                                          5
                Hardee's                                               7
                IHOP                                                   1
                Jack in the Box                                        6
                Long John Silver's                                     2
                Perkins                                                1
                Pizza Hut                                              5
                Shoney's                                               2
                Other                                                  2
                                                                    -----
                TOTAL PROPERTIES                                      48
                                                                    =====

         The General Partners consider the Properties to be well-maintained  and
sufficient for the Partnership's operations.

         The General Partners believe that the Properties are adequately covered
by  insurance.  In  addition,  the General  Partners  have  obtained  contingent
liability and property coverage for the Partnership.  This insurance is intended
to reduce the Partnership's  exposure in the unlikely event a tenant's insurance
policy lapses or is insufficient to cover a claim relating to the Property.

         Leases.  The Partnership leases the Properties to operators of selected
national and regional fast-food restaurant chains. The leases are generally on a
long-term  "triple  net"  basis,  meaning  that the  tenant is  responsible  for
repairs,  maintenance,  property taxes,  utilities and insurance.  Generally,  a
lessee is required, under the terms of its lease agreement, to make such capital
expenditures as may be reasonably necessary to refurbish  restaurant  buildings,
premises, signs and equipment so as to comply with the lessee's obligations,  if
applicable,  under the  franchise  agreement  to reflect the current  commercial
image of its Restaurant  Chain.  These capital  expenditures  are required to be
paid by the lessee during the term of the lease.  The terms of the leases of the
Properties owned by the Partnership are described in Item 1. Business - Leases.



<PAGE>


         At December 31, 2000,  1999,  1998, 1997, and 1996, the Properties were
97%,  96%,  96%,  100%,  and 100%  occupied,  respectively.  The  following is a
schedule of the average rent per Property for the years ended December 31:

<TABLE>
<CAPTION>
<S><C>

                        ---------------------------------------------------------------------------------------------
                                      2000              1999             1998              1997              1996
--------------------------------- --------------    -------------    --------------    -------------     -------------

Rental Revenues (1)                  $3,462,549      $3,490,765        $3,163,838       $3,823,808        $3,894,384
Properties (2)                               47              47                47               49                48
Average Rent Per Property              $ 73,671        $ 74,272          $ 67,316         $ 78,037          $ 81,133

</TABLE>


(1)      Rental income  includes the  Partnership's  share of rental income from
         the  Properties  owned  through  joint  venture  arrangements  and  the
         Properties  owned  through  tenancy  in  common  arrangements.   Rental
         revenues have been adjusted,  as applicable,  for any amounts for which
         the Partnership has established an allowance for doubtful accounts.

(2)      Excludes  Properties  that were  vacant at December  31,  which did not
         generate any rental revenues during the year ended December 31.

         The following is a schedule of lease expirations for leases in place as
of December 31, 2000, for the next ten years and thereafter.

<TABLE>
<CAPTION>
<S><C>
                                                                            Percentage of
                                Number           Annual Rental              Gross Annual
  Expiration Year              of Leases            Revenues                Rental Income
--------------------         --------------     -----------------         ------------------

                    2001                     --                      $     --                        --
                    2002                     --                            --                        --
                    2003                     --                            --                        --
                    2004                     --                            --                        --
                    2005                     --                            --                        --
                    2006                      10                    1,068,982                    25.91%
                    2007                      3                       538,740                    13.06%
                    2008                     --                            --                        --
                    2009                      4                       315,359                     7.64%
                    2010                      1                        71,948                     1.74%
                    Thereafter                29                    2,130,406                    51.65%
                                           ---------          ----------------         -----------------
                    Total (1)                 47                 $  4,125,435                   100.00%
                                           =========          ================         =================
</TABLE>


(1)      Excludes one Property which was vacant at December 31, 2000.

         Leases  with  Major   Tenants.   The  terms  of  the  leases  with  the
Partnership's  major  tenants as of December  31,  2000 (see Item 1.  Business -
Major  Tenants),  are  substantially  the  same as  those  described  in Item 1.
Business - Leases.

         Golden Corral  Corporation leases five Golden Corral  restaurants.  The
initial term of each lease is 15 years (expiring  between 2007 and 2014) and the
average minimum base rent is approximately  $152,430 (ranging from approximately
$88,047 to $198,500).

         Jack in the Box  Inc.  leases  six  Jack  in the Box  restaurants.  The
initial term of each lease is between 18 and 20 years (expiring between 2009 and
2016) and the average minimum base rent is  approximately  $80,374 (ranging from
approximately $63,000 to $92,600).


Item 3.  Legal Proceedings

         Neither the  Partnership,  nor its General Partners or any affiliate of
the General Partners,  nor any of their respective  Properties,  is party to, or
subject to, any material legal proceedings.


Item 4.  Submission of Matters to a Vote of Security Holders

         Not applicable.



<PAGE>


                                     PART II


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

(a) As of March 15, 2001, there were 3,505 holders of record of the Units. There
is no public  trading  market for the Units,  and it is not  anticipated  that a
public  market for the Units will  develop.  During 1999,  Limited  Partners who
wished to sell their Units may have  offered the Units for sale  pursuant to the
Partnership's  distribution reinvestment plan (the "Plan"), and Limited Partners
who wished to have their  distributions used to acquire additional Units (to the
extent Units were  available  for  purchase),  may have done so pursuant to such
Plan. The General Partners have the right to prohibit  transfers of Units.  From
inception, the price for any Unit transferred pursuant to the Plan was $9.50 per
Unit.  The price paid for any Unit  transferred  other than pursuant to the Plan
was subject to negotiation by the purchaser and the selling Limited Partner. The
Partnership will not redeem or repurchase Units.

         The following table reflects,  for each calendar quarter, the high, low
and average  sales prices for transfers of Units during 2000 and 1999 other than
pursuant to the Plan, net of commissions.

<TABLE>
<CAPTION>
<S><C>

                                             2000 (1)                               1999 (1)
                                 ----------------------------------     ----------------------------------
                                   High         Low        Average        High         Low       Average
                                 ---------    --------    ----------    ---------    --------   -----------
         First Quarter               7.64        7.41          7.54          (2)         (2)           (2)
         Second Quarter              7.85        7.85          7.85          (2)         (2)           (2)
         Third Quarter               8.26        6.42          7.52        $9.50       $7.83         $8.58
         Fourth Quarter              8.00        6.30          7.43         8.42        7.27          7.78

</TABLE>


(1)      A total of 15,966 and 5,600 Units were transferred  other than pursuant
         to  the  Plan  for  the  years  ended   December  31,  2000  and  1999,
         respectively.

(2)      No transfer of Units took place during the quarter  other than pursuant
         to the Plan.

         The  capital  contribution  per Unit was $10.  All cash  available  for
distribution  will be distributed to the partners  pursuant to the provisions of
the partnership agreement.

         For the  years  ended  December  31,  2000 and  1999,  the  Partnership
declared cash distributions of $3,600,004 to the Limited Partners. Distributions
of $900,001  were  declared at the close of each of the  Partnership's  calendar
quarters  during 2000 and 1999 to the Limited  Partners.  These amounts  include
monthly  distributions  made in arrears  for the  Limited  Partners  electing to
receive such distributions on this basis. No amounts distributed to partners for
the years  ended  December  31,  2000 and 1999 are  required  to be or have been
treated by the  Partnership  as a return of capital for purposes of  calculating
the  Limited  Partners'  return  on their  adjusted  capital  contributions.  No
distributions have been made to the General Partners to date.

         The  Partnership  intends to  continue  to make  distributions  of cash
available  for  distribution  to the  Limited  Partners  on a  quarterly  basis,
although some Limited  Partners,  in  accordance  with their  election,  receive
monthly distributions, for an annual fee.

(b)      Not applicable.

<PAGE>


Item 6.  Selected Financial Data

<TABLE>
<CAPTION>
<S><C>


                                        2000              1999               1998               1997              1996
                                   ---------------    --------------     --------------    ---------------    --------------
  Year ended December 31:
    Revenues (1)                       $3,386,608        $3,417,506         $3,169,493         $3,813,248        $3,871,869
    Net income (2)                      2,465,788         2,269,401          1,878,858          3,531,381         3,461,812
    Cash distributions
       declared (3)                     3,600,004         3,600,004          3,680,004          3,600,003         3,640,003
    Net income per Unit (2)                  0.62              0.56               0.46               0.87              0.86
    Cash distributions
       declared per Unit (3)                 0.90              0.90               0.92               0.90              0.91

  At December 31:
    Total assets                      $32,124,183       $33,248,120        $34,480,865        $36,289,727       $36,437,560
    Partners' capital                  30,888,078        32,022,294         33,352,897         35,154,043        35,222,665

</TABLE>


(1)      Revenues include equity in earnings of  unconsolidated  joint ventures,
         minority  interest in income of the  consolidated  joint  venture,  and
         adjustments  to accrued  rental  income as a result of certain  tenants
         filing  for  bankruptcy  and  rejecting  the leases  relating  to these
         Properties.

(2)      Net income for the years ended December 31, 2000, 1999, 1998, and 1997,
         includes $50,755, $32,499, $218,960, and $132,238,  respectively,  from
         gains on sale of assets.  Net income for the years ended  December  31,
         2000,  1999 and  1998,  includes  $287,275,  $357,760  and  $1,001,846,
         respectively, from provision for loss on assets.

(3)      Distributions for the years ended December 31, 1998 and 1996, include a
         special  distribution  to the Limited  Partners of $80,000 and $40,000,
         respectively, which represented cumulative excess operating reserves.

         The above selected  financial  data should be read in conjunction  with
the financial statements and related notes contained in Item 8 hereof.


Item 7.  Management's  Discussion  and Analysis of Financial  Condition  and
         Results of Operations

         The  Partnership  was organized on April 16, 1990, to acquire for cash,
either directly or through joint venture  arrangements,  both newly  constructed
and  existing  restaurant  Properties,  as well as land  upon  which  restaurant
Properties  were to be  constructed,  to be leased  primarily  to  operators  of
selected national and regional fast-food and family-style Restaurant Chains. The
leases are generally  triple-net  leases,  with the lessees  responsible for all
repairs and maintenance, property taxes, insurance and utilities. As of December
31, 2000, the  Partnership  owned 48 Properties,  either  directly or indirectly
through joint venture or tenancy in common arrangements.

Capital Resources

         The  Partnership's  primary  source  of  capital  for the  years  ended
December 31, 2000, 1999, and 1998, was cash from operations (which includes cash
received from tenants,  distributions from joint ventures and interest received,
less cash paid for expenses).  Cash from operations was $3,298,666,  $3,182,882,
and  $3,604,438,  for the  years  ended  December  31,  2000,  1999,  and  1998,
respectively.  The increase in cash from  operations  during 2000 as compared to
1999, and the decrease  during 1999, as compared to 1998, was primarily a result
of changes in income and expenses as described in "Results of Operations"  below
and changes in the Partnership's working capital.

         Other  sources and uses of capital  included the  following  during the
years ended December 31, 2000, 1999, and 1998.


         In January  1998,  the  Partnership  sold its  Property in  Sacramento,
California,  to the tenant for  $1,250,000  and received  net sales  proceeds of
$1,230,672,  resulting in a gain of $163,350 for financial  reporting  purposes.
This Property was  originally  acquired by the  Partnership in December 1991 and
had  a  cost  of  approximately   $969,400,   excluding   acquisition  fees  and
miscellaneous acquisition expenses; therefore, the Partnership sold the Property
for approximately $261,300 in excess of its original purchase price. In November
1998,  the  Partnership  reinvested  the majority of the net sales proceeds in a
Jack  in  the  Box  Property  located  in San  Marcos,  Texas.  The  Partnership
distributed amounts sufficient to enable the Limited Partners to pay federal and
state  income  taxes,  if any  (at a level  reasonably  assumed  by the  General
Partners), resulting from the sale.

         In October 1995, the tenant of the  Partnership's  Property  located in
Austin,  Texas,  entered into a sublease  agreement  for a vacant parcel of land
under which the subtenant  has the option to purchase  such land.  The subtenant
exercised the purchase  option and in accordance  with the terms of the sublease
agreement, the tenant assigned the purchase contract, together with the purchase
contract  payment of $69,000 (less closing costs of $1,000 that were incurred in
anticipation of the sale) from the subtenant, to the Partnership. In March 1998,
the sale for the  vacant  parcel  of land was  consummated  and the  Partnership
recorded the net sales  proceeds of $68,434  ($68,000 of which had been received
as a deposit in 1995),  resulting  in a gain of $7,810 for  financial  reporting
purposes.

         In October 1998, the Partnership sold its Property in Billings, Montana
to the  tenant  for  $362,000  and  received  net sales  proceeds  of  $360,688,
resulting in a gain of $47,800 for financial reporting  purposes.  This Property
was  originally  acquired  by the  Partnership  in April  1992 and had a cost of
approximately $302,000, excluding acquisition fees and miscellaneous acquisition
expenses; therefore, the Partnership sold the Property for approximately $58,700
in excess of its original  purchase  price.  In January  1999,  the  Partnership
reinvested the majority of these proceeds plus remaining net proceeds from other
sales of  properties in a joint  venture,  Ocean Shores Joint  Venture,  with an
affiliate of the General Partners, to purchase and hold one restaurant property.
The  Partnership  owns a 69.06%  interest in the profits and losses of the joint
venture.  The Partnership  distributed  amounts sufficient to enable the Limited
Partners to pay federal and state income  taxes,  if any (at a level  reasonably
assumed by the General Partners), resulting from the sale.

         In March 1999, the Partnership  sold its Property in Amherst,  New York
to a third party and received net sales proceeds of $1,150,000.  The Partnership
had recorded an allowance for  impairment in the carrying value relating to this
Property  of  $93,328  at  December  31,  1998  due to  the  tenant  filing  for
bankruptcy.  The allowance represented the difference between the carrying value
of the Property at December 31, 1998 and the estimated net realizable  value for
the Property.  During 1999, the Partnership recorded a gain relating to the sale
of this Property of $74,640 for financial  reporting  purposes,  resulting in an
aggregate net loss of  approximately  $18,700.  In March 1999,  the  Partnership
reinvested the net sales proceeds plus additional funds, totaling  approximately
$1,257,200 in a Golden Corral  Property in Fremont,  Nebraska.  The  Partnership
distributed amounts sufficient to enable the Limited Partners to pay federal and
state  income  taxes,  if any  (at a level  reasonably  assumed  by the  General
Partners), resulting from the sale.

         In addition,  in August 1999, the Partnership sold its Property in Fort
Myers Beach, Florida for $931,725,  resulting in a loss of $42,141 for financial
reporting purposes. In November 1999, the Partnership reinvested the majority of
these proceeds in a joint venture  arrangement,  Peoria Joint Venture,  with CNL
Income Fund II,  Ltd.,  a Florida  limited  partnership  and an affiliate of the
General Partners, to purchase and hold one restaurant Property.  The Partnership
contributed  approximately $825,700 and had a 52 percent interest in the profits
and  losses of the joint  venture  as of  December  31,  1999.  The  Partnership
distributed amounts sufficient to enable the Limited Partners to pay federal and
state  income  taxes,  if any  (at a level  reasonably  assumed  by the  General
Partners) resulting from the sale.

         In December 2000, the Partnership  sold its Property in Lancaster,  New
York to a  third  party  and  received  net  sales  proceeds  of  $749,675.  The
Partnership  had  recorded  an  allowance  for loss on assets  relating  to this
Property  of  $387,202  at  December  31,  1998  due to the  tenant  filing  for
bankruptcy.  The allowance represented the difference between the carrying value
of the Property at December 31, 1998 and the estimated net realizable  value for
the Property.  During 2000, the Partnership recorded a gain relating to the sale
of this Property of $50,755 for financial  reporting  purposes,  resulting in an
aggregate  net  loss of  approximately  $336,400.  The  Partnership  distributed
amounts  sufficient  to enable the  Limited  Partners  to pay  federal and state
income taxes, if any (at a level  reasonably  assumed by the General  Partners),
resulting from the sale. The Partnership  intends to reinvest a portion of these
net sales proceeds in an additional Property and to pay Partnership liabilities.

         In addition,  during 2000,  the  Partnership  entered into a promissory
note with the corporate  General Partner for a loan in the amount of $125,000 in
connection   with   the   operations   of  the   Partnership.   The   note   was
uncollateralized,  non-interest  bearing and due on demand.  As of December  31,
2000,  the  Partnership  had  repaid the loan in full to the  corporate  General
Partner.

         None of the Properties owned by the Partnership,  or the joint ventures
or tenancy in common arrangements in which the Partnership owns an interest,  is
or may be  encumbered.  Under its  partnership  agreement,  the  Partnership  is
prohibited from borrowing for any purpose;  provided,  however, that the General
Partners or their affiliates are entitled to reimbursement,  at cost, for actual
expenses  incurred by the General  Partners or their affiliates on behalf of the
Partnership.  Affiliates of the General Partners from time to time incur certain
operating  expenses  on behalf  of the  Partnership  for  which the  Partnership
reimburses the affiliates without interest.

         Currently,  rental  income from the  Partnership's  Properties  and net
sales proceeds from the sale of Properties are invested in money market accounts
or other short-term highly liquid investments such as demand deposit accounts at
commercial  banks,  money market accounts and  certificates of deposit with less
than a 30-day maturity date,  pending the Partnership's use of such funds to pay
Partnership  expenses,  to make  distributions  to  partners  or to  reinvest in
additional  Properties.  At December 31, 2000, the  Partnership  had $1,361,652,
invested in such short-term  investments as compared to $967,094 at December 31,
1999.  The  increase  in cash and cash  equivalents  during  2000 was  primarily
attributable  to the  Partnership  receiving net sales proceeds  relating to the
sale of its Property in Lancaster,  New York, as described above. As of December
31, 2000,  the average  interest rate earned on the rental  income  deposited in
demand deposit accounts at commercial banks was  approximately 3% annually.  The
funds remaining at December 31, 2000, after payment of  distributions  and other
liabilities,  will be used to meet the  Partnership's  working capital and other
needs.

Short-Term Liquidity

         The Partnership's  short-term liquidity  requirements consist primarily
of the operating expenses of the Partnership.

         The Partnership's  investment strategy of acquiring Properties for cash
and  leasing  them under  triple-net  leases to  operators  who  generally  meet
specified financial  standards  minimizes the Partnership's  operating expenses.
The General Partners believe that the leases will continue to generate cash flow
in excess of operating expenses.

         Due to low  operating  expenses  and  ongoing  cash flow,  the  General
Partners believe that the Partnership has sufficient working capital reserves at
this time. In addition,  because all leases of the Partnership's  Properties are
on a  triple-net  basis,  it is not  anticipated  that a  permanent  reserve for
maintenance  and  repairs  will be  established  at this  time.  To the  extent,
however,  that the  Partnership  has  insufficient  funds for such purpose,  the
General Partners will contribute to the Partnership an aggregate amount of up to
one percent of the offering proceeds for maintenance and repairs.

         The General  Partners have the right,  but not the obligation,  to make
additional capital  contributions if they deem it appropriate in connection with
the operations of the Partnership.

         The Partnership  generally  distributes cash from operations  remaining
after the payment of the operating  expenses of the  Partnership,  to the extent
that  the  General  Partners   determine  that  such  funds  are  available  for
distribution.  Based on current and anticipated future cash from operations, and
during the year ended December 31, 1998,  cumulative excess operating  reserves,
the Partnership  declared  distributions  to the Limited Partners of $3,600,004,
for the years  ended  December  31, 2000 and 1999 and  $3,680,004,  for the year
ended December 31, 1998. This represents distributions of $0.90 per Unit for the
years  ended  December  31,  2000 and 1999 and $0.92 per Unit for the year ended
December 31, 1998. No distributions were made to the General Partners during the
years  ended  December  31,  2000,  1999  and  1998,  respectively.  No  amounts
distributed to the Limited Partners for the years ended December 31, 2000, 1999,
and 1998, are required to be or have been treated by the Partnership as a return
of capital for purposes of  calculating  the Limited  Partners'  return on their
adjusted  capital  contributions.  The  Partnership  intends to continue to make
distributions  of cash available for  distribution to the Limited  Partners on a
quarterly basis.

         During 2000, the general  partners waived their right to receive future
distributions  from the Partnership,  including both  distributions of operating
cash flow and  distributions  of  liquidation  proceeds,  to the extent that the
cumulative amount of such distributions  would exceed the balance in the general
partners'  capital  account as of December  31, 1999.  Accordingly,  the general
partners were not allocated any net income and did not receive any distributions
during the year ended December 31, 2000.

         As of December 31, 2000 and 1999,  the  Partnership  owed  $147,099 and
$60,116, respectively, to affiliates for accounting and administrative services.
As of March 15, 2001, the Partnership  had reimbursed the affiliates  $32,273 of
such amounts. Other liabilities,  including distributions payable,  decreased to
$1,024,908 at December 31, 2000, from $1,100,659 at December 31, 1999, primarily
as a result of the fact that during 2000, the  Partnership  paid amounts accrued
at December 31, 2000 relating to the proposed and terminated merger with APF, as
described in  "Termination  of Merger." The decrease was partially  offset by an
increase of rents paid in advance as of December 31, 2000. The General  Partners
believe that the  Partnership  has  sufficient  cash on hand to meet its current
working capital needs.

Long-Term Liquidity

         The  Partnership  has no long-term  debt or other  long-term  liquidity
requirements.

Results of Operations

         During  2000,  the  Partnership  and its  consolidated  joint  venture,
Allegan Real Estate Joint Venture,  owned and leased 36 wholly owned  Properties
(including  one Property  which was sold in December  2000).  During  1999,  the
Partnership  owned  and  leased  39  wholly  owned  Properties   (including  two
Properties  sold in 1999) and during  1998 the  Partnership  owned and leased 40
wholly owned  Properties  (including two properties  sold in 1998). In addition,
during 2000,  1999, and 1998, the  Partnership was a co-venturer in two separate
joint  ventures  that each owned and leased one Property  and one joint  venture
which owned and leased six Properties. During 2000 and 1999, the Partnership was
a co-venturer  in two  additional  joint ventures that each owned and leased one
Property.  In addition,  during 2000, 1999 and 1998, the  Partnership  owned and
leased two Properties with affiliates as  tenants-in-common.  As of December 31,
2000,  the  Partnership   owned,   either  directly  or  through  joint  venture
arrangements, 48 Properties which are generally subject to long-term, triple-net
leases.  The leases of the  Properties  provide for minimum  base annual  rental
amounts (payable in monthly  installments) ranging from approximately $25,500 to
$198,500.  The majority of the leases provide for percentage rent based on sales
in excess of a specified amount.  In addition,  a majority of the leases provide
that,  commencing in specified lease years (ranging from the second to the sixth
lease  year),  the annual base rent  required  under the terms of the lease will
increase.  For further  description of the Partnership's  leases and Properties,
see Item 1. Business - Leases and Item 2. Properties, respectively.

         During  the  years  ended  December  31,  2000,  1999,  and  1998,  the
Partnership and its consolidated joint venture,  earned $2,849,565,  $2,899,879,
and  $2,710,790,  respectively,  in rental income from operating  leases (net of
adjustments to accrued  rental  income) and earned income from direct  financing
leases.

         The decrease in rental and earned  income during 2000 was partially due
to, and the increase in rental  income during 1999,  was partially  offset by, a
decrease  of   approximately   $99,900   and  $80,000   during  2000  and  1999,
respectively,  as a result of the sale of several  Properties during 1998, 1999,
and 2000.  This  decrease was partially  offset by an increase of  approximately
$48,800 and $188,200 during 2000 and 1999, respectively, due to the reinvestment
of the majority of net sales  proceeds  received in  additional  Properties,  as
described in "Capital  Resources."  The increase  during the year ended December
31, 1999, as compared to 1998, was partially offset by, a decrease in rental and
earned income of approximately $138,900 during 1999, due to the fact that during
1998, the tenant of the Properties in Lancaster and Amherst,  New York, Brambury
Associates,  Inc.,  filed for  bankruptcy and rejected the lease relating to the
Property in Lancaster,  New York.  As a result,  the tenant ceased making rental
payments on this Property.  Additionally,  the Partnership  continued  receiving
rental  payments  relating  to  the  lease  that  was  not  rejected  until  the
Partnership  sold this  Property in March 1999,  as described  above in "Capital
Resources," which further offset the increase in rental and earned income during
1999,  as compared to 1998.  Rental and earned income were lower during 1998, as
compared  to 1999,  due to the fact that as a result of the  bankruptcy,  during
1998, the Partnership reversed  approximately  $292,600 of accrued rental income
relating to both  Properties.  The  accrued  rental  income was the  accumulated
amount  of  non-cash  accounting  adjustments  primarily  recorded  in  order to
recognize  future scheduled rent increases as income evenly over the life of the
lease.  No such  amounts  were  reversed  during  1999.  In December  2000,  the
Partnership  sold the Property in Lancaster,  New York, as described in "Capital
Resources." As a result,  the General Partners ceased collection efforts of past
due amounts and wrote off such amounts as uncollectible. The Partnership intends
to reinvest a portion of these net sales proceeds in an additional  Property and
to pay Partnership liabilities.

         Rental and earned  income were lower during  1998,  as compared to 1999
due to the fact that during 1997 the lease  relating to the Perkins  Property in
Ft. Pierce,  Florida,  was amended to provide for rent  reductions from May 1997
through  December  31,  1998.  Due  to  the  lease  amendment  and  questionable
collectibility of future scheduled rent increases from this tenant, during 1998,
the  Partnership  increased  its  reserve for accrued  rental  income  (non-cash
accounting  adjustment  relating to the straight-lining of future scheduled rent
increases over the lease term in accordance with generally  accepted  accounting
principles) by approximately $151,800. In September 1999, the tenant vacated the
Property and ceased making rental  payments to the  Partnership,  resulting in a
decrease in rental and earned income of approximately $40,500 and $23,300 during
2000 and 1999,  respectively.  The  General  Partners  will  continue  to pursue
collection of these past due amounts and will  recognize  such amounts as income
if collected.  The General Partners are currently seeking either a new tenant or
purchaser  for this  Property.  The lost  revenues  resulting  from this vacated
Property  could  have an adverse  affect on the  results  of  operations  of the
partnership if the  Partnership is unable to re-lease or sell this property in a
timely manner.

         In addition,  the increase in rental and earned  income during 1999, as
compared to 1998, was partially offset by a decrease of  approximately  $138,800
during 1999,  due to the fact that in October 1998,  Boston  Chicken,  Inc., the
tenant of the Boston Market Property in Homewood,  Alabama, filed for bankruptcy
and rejected the lease  relating to this Property and ceased making  payments to
the  Partnership.  In  conjunction  with the rejected  lease,  during 1998,  the
Partnership reversed  approximately $13,200 of accrued rental income that it had
previously   recorded   (non-cash   accounting   adjustments   relating  to  the
straight-lining  of future  scheduled  rent  increases  over the  lease  term in
accordance  with  generally  accepted  accounting  principles).  The decrease in
rental and earned  income  during  2000 was  partially  offset by an increase of
approximately  $71,900  as a  result  of the  fact  that in  January  2000,  the
Partnership  entered  into a new lease with a new tenant to operate the location
as a Kinko's Copies. In connection  therewith,  the Partnership agreed to remove
the old building so the tenant could construct a new building.  As a result, the
Partnership  recorded a loss representing the undepreciated cost of the building
as of December 31, 1999.

         The increase in rental and earned  income  during 1999,  as compared to
1998, was partially  offset by a decrease of  approximately  $52,900 during 1999
due to the fact that the  leases  relating  to the  Burger  King  Properties  in
Irondequoit, New York; Ashland, Ohio; and Henderson, North Carolina were amended
to provide for rent  reductions  from  August 1998  through the end of the lease
term. The General  Partners do not anticipate that any decrease in rental income
relating  to  the  amendments  will  have  a  material  adverse  affect  on  the
Partnership's financial position or results of operations.

         During  the  years  ended  December  31,  2000,  1999,  and  1998,  the
Partnership  also  earned  $65,717,  $96,541,  and  $67,511,   respectively,  in
contingent  rental income.  The decrease in contingent rental income during 2000
as  compared  to 1999 was  primarily  attributable  to a decrease in gross sales
relating to certain  restaurant  properties  whose leases require the payment of
contingent  rent and the increase during 1999 as compared to 1998, was primarily
attributable  to an  increase  in gross  sales  relating  to certain  restaurant
properties whose leases require the payment of contingent rent.

         For the years ended December 31, 2000,  1999, and 1998, the Partnership
also earned $449,576, $380,616, and $292,013, respectively,  attributable to net
income earned by  unconsolidated  joint  ventures in which the  Partnership is a
co-venturer.  The increase in net income earned by unconsolidated joint ventures
during 2000 and 1999,  each as  compared to the  previous  year,  was  primarily
attributable  to the fact that the  Partnership  invested in Ocean  Shores Joint
Venture in January 1999 and Peoria Joint Venture in December  1999, as described
above in "Capital Resources."

         During  the  years  ended  December  31,  2000,  1999,  and  1998,  the
Partnership  also  earned  $30,303,  $48,935,  and  $108,481,  respectively,  in
interest and other income. The decrease in interest and other income during 2000
and 1999,  each as compared to the previous year, was primarily  attributable to
the fact that during 1999 and 1998, the  Partnership  earned interest on the net
sales  proceeds  relating  to the  sales  of  several  Properties,  pending  the
reinvestment of the net sales proceeds in additional Properties.

         During the year ended December 31, 2000, two lessees of the Partnership
and its consolidated  joint venture,  Golden Corral  Corporation and Jack in the
Box Inc.,  each  contributed  more than ten percent of the  Partnership's  total
rental  and  earned  income   (including  rental  and  earned  income  from  the
Partnership's  consolidated joint venture and the Partnership's  share of rental
and earned income from ten Properties owned by unconsolidated joint ventures and
two   Properties   owned   with   affiliates   of  the   General   Partners   as
tenants-in-common).  As of December 31, 2000, Golden Corral  Corporation was the
lessee under leases  relating to five  restaurants  and Jack in the Box Inc. was
the lessee under leases  relating to six  restaurants.  It is  anticipated  that
based on the minimum rental payments  required by the leases,  these two lessees
will continue to  contribute  more than ten percent of the  Partnership's  total
rental  and  earned  income  during  2001.  In  addition,  during the year ended
December 31, 2000, four Restaurant Chains, Golden Corral, Hardee's, Burger King,
and  Jack  in  the  Box,  each  accounted  for  more  than  ten  percent  of the
Partnership's total rental and earned income (including rental and earned income
from the Partnership's consolidated joint venture and the Partnership's share of
rental and earned  income  from ten  Properties  owned by  unconsolidated  joint
ventures and two  Properties  owned with  affiliates as  tenants-in-common).  In
2001,  it is  anticipated  that these four  Restaurant  Chains will  continue to
account for more than ten percent of the  Partnership's  total rental and earned
income to which the  Partnership is entitled under the terms of the leases.  Any
failure of these  lessees  or  Restaurant  Chains  could  materially  affect the
Partnership's  income if the  Partnership is not able to re-lease the Properties
in a timely manner.

         Operating expenses,  including  depreciation and amortization  expense,
were $684,300,  $822,844,  and $507,749,  for the years ended December 31, 2000,
1999, and 1998, respectively. The decrease in operating expenses during 2000, as
compared to 1999,  and the  increase  during  1999,  as  compared  to 1998,  was
primarily due to the fact that the Partnership incurred $38,333,  $195,746,  and
$23,779 during 2000, 1999 and 1998,  respectively,  in transaction costs related
to the General Partners retaining financial and legal advisors to assist them in
evaluating  and  negotiating  the  proposed and  terminated  merger with APF, as
described in "Termination of Merger."

         The decrease in operating expenses during 2000, as compared to 1999 was
partially  offset by,  and the  increase  during  1999 as  compared  to 1998 was
partially  due to the fact  that  during  1999 the  Partnership  recorded  legal
expenses,   real  estate  taxes,  insurance  and  maintenance  relating  to  the
Properties in Lancaster, New York and Homewood, Alabama due to the fact that the
tenants  of these  Properties  filed for  bankruptcy,  and the  Property  in Ft.
Pierce,  Florida, due to the tenant vacating the Property.  In January 2000, the
Partnership  re-leased the Property in Homewood,  Alabama to a new tenant who is
responsible  for such  expenses in the  future,  based on the terms of the lease
agreement. In December 2000, the Partnership sold the Property in Lancaster, New
York. The Partnership expects to continue to incur such expenses relating to the
remaining vacant Property,  until a replacement  tenant or purchaser is located.
The  Partnership is currently  seeking either a replacement  tenant or purchaser
for this Property.

         The increase in operating  expenses  during the year ended December 31,
1999, was partially the result of an increase in depreciation expense due to the
purchase  of several  Properties  during  1998 and 1999 and the fact that during
1998,  the  Partnership  reclassified  the leases  relating to the Properties in
Irondequoit,  New York, Ashland, Ohio and Henderson,  North Carolina from direct
financing leases to operating leases due to lease amendments.

         As a result of the sale of the  Property in  Lancaster,  New York,  the
Partnership recorded a gain of $50,755 for financial reporting purposes,  during
the year ended  December 31, 2000. As a result of the sale of the  Properties in
Amherst, New York and Fort Myers Beach, Florida, the Partnership recorded a gain
of  $74,640  and a  loss  of  $42,141,  respectively,  for  financial  reporting
purposes,  during the year ended  December 31, 1999.  As a result of the sale of
the Properties in Sacramento,  California and Billings, Montana, and the sale of
the  parcel of land in  Austin,  Texas,  the  Partnership  recognized  a gain of
$218,960 for financial  reporting  purposes  during the year ended  December 31,
1998. For additional information on the sales of these Properties,  see "Capital
Resources."

         During the year ended  December 31, 1998,  the  Partnership  recorded a
provision for loss on assets totaling  $1,001,846  relating to the Properties in
Lancaster,  New York; Amherst,  New York and Homewood,  Alabama.  The tenants of
these Properties filed for bankruptcy during 1998, and rejected two of the three
leases related to these  Properties.  The allowance  represented  the difference
between the carrying  value of the  Properties  at December  31,  1998,  and the
estimated net realizable value for these Properties.  In March 1999 and December
2000, the  Partnership  sold the Properties in Amherst and Lancaster,  New York,
respectively,  as described above in "Capital Resources." In connection with the
Property in Homewood,  Alabama,  in January 2000, the Partnership entered into a
new lease with a new tenant for a Kinko's Copies store. In connection therewith,
the  Partnership  agreed to remove the old building from the Property so the new
tenant can  construct a new  building.  Therefore,  at December  31,  1999,  the
Partnership  recorded an allowance for loss on assets of $357,760,  representing
the undepreciated cost of the old building for financial reporting purposes.  As
of December 31, 2000, the building was  demolished  and the total  undepreciated
cost of the  building  of  $629,785,  for which  the  Partnership  had  recorded
impairments  in 1999  and  1998,  was  removed.  No  gain or loss on  demolition
relating to the building was recorded.  During the year ended December 31, 2000,
the  Partnership  recorded  a  provision  for loss on  assets  in the  amount of
$287,275,  for  financial  reporting  purposes  relating to the  Property in Ft.
Pierce,  Florida. The allowance  represented the difference between the carrying
value of the  Property at December  31, 2000 and the  estimated  net  realizable
value of the Property.

         The  Partnership's  leases  as of  December  31,  2000,  are  generally
triple-net  leases and  contain  provisions  that the General  Partners  believe
mitigate  the adverse  effect of  inflation.  Such  provisions  include  clauses
requiring the payment of percentage rent based on certain restaurant sales above
a specified  level and/or  automatic  increases in base rent at specified  times
during the term of the lease.  Management  expects that  increases in restaurant
sales  volumes  due to  inflation  and real  sales  growth  should  result in an
increase in rental income over time.  Continued inflation also may cause capital
appreciation of the  Partnership's  Properties.  Inflation and changing  prices,
however,  also may have an adverse impact on the sales of the restaurants and on
potential capital appreciation of the Properties.

         In December 1999, the Securities and Exchange  Commission  released SAB
101, which provides the staff's view in applying generally  accepted  accounting
principles  to  selected  revenue  recognition  issues.  SAB  101  requires  the
Partnership  to defer  recognition  of certain  percentage  rental  income until
certain defined  thresholds are met. The  Partnership  adopted SAB 101 beginning
January 1, 2000. Implementation of SAB 101 did not have a material impact on the
partnership's result of operations.

         In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 13, "Accounting for Derivative Instruments
and Hedging  Activities."  The Statement  establishes  accounting  and reporting
standards for derivative instruments,  including certain derivative instruments,
embedded in other contracts  (collectively referred to as derivatives),  and for
hedging  activities.  The  Statement  requires  that  an  entity  recognize  all
derivatives  as either  assets or  liabilities  in the balance sheet and measure
those  instruments  at  fair  value.  In June  1999,  the  Financial  Accounting
Standards  Board issued  Statement of Financial  Accounting  Standards  No. 137,
"Accounting for Derivative  Instruments and Hedging  Activities  Deferral of the
Effective  Date of FASB  Statement  No. 133, an amendment of FASB  Statement No.
133." FAS 137 deferred the effective  date of FAS 133 for one year.  FAS 133, as
amended,  is now effective for all fiscal quarters of all fiscal years beginning
after June 15, 2000.  The  partnership  has  reviewed  both  statements  and has
determined  that both FAS 133 and FAS 137 do not apply to the  Partnership as of
December 31, 2000.

Termination of Merger

         On March 11, 1999, the  Partnership  entered into an Agreement and Plan
of Merger with CNL American Properties Fund, Inc. ("APF"), pursuant to which the
Partnership  would be merged with and into a subsidiary  of APF (the  "Merger").
APF is a real estate investment trust whose primary business is the ownership of
restaurant  properties leased on a long term, "triple net" basis to operators of
national and regional restaurant chains. Under the Agreement and Plan of Merger,
APF was to issue shares of its common stock as consideration  for the Merger. On
March 1, 2000,  the General  Partners and APF  announced  that they had mutually
agreed to terminate the Agreement and Plan of Merger entered into in March 1999.
The agreement to terminate the Agreement and Plan of Merger was based,  in large
part,  on the General  Partners'  concern  that,  in light of market  conditions
relating to publicly  traded real  estate  investment  trusts,  the value of the
transaction  had  diminished.  As a result  of such  diminishment,  the  General
Partners' ability to unequivocally recommend voting for the transaction,  in the
exercise  of their  fiduciary  duties,  had  become  questionable.  The  General
Partners are continuing to evaluate strategic  alternatives for the Partnership,
including alternatives to provide liquidity to the limited partners.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

         Not applicable.

Item 8.  Financial Statements and Supplementary Data


<PAGE>



                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                                    CONTENTS


<TABLE>
<CAPTION>
<S><C>



                                                                   Page

Report of Independent Certified Public Accountants                  19

Financial Statements:

     Balance Sheets                                                 20

     Statements of Income                                           21

     Statements of Partners' Capital                                22

     Statements of Cash Flows                                    23-24

     Notes to Financial Statements                               25-38

</TABLE>






<PAGE>


               Report of Independent Certified Public Accountants



To the Partners
CNL Income Fund X, Ltd.



In our opinion,  the financial  statements  listed in the index  appearing under
item 14(a)(1) present fairly, in all material  respects,  the financial position
of CNL Income Fund X, Ltd. (a Florida limited  partnership) at December 31, 2000
and 1999,  and the results of its  operations and its cash flows for each of the
three years in the period ended December 31, 2000 in conformity  with accounting
principles  generally accepted in the United States of America. In addition,  in
our opinion,  the financial  statement  schedules  listed in the index appearing
under item 14(a)(2) present fairly,  in all material  respects,  the information
set  forth  therein  when  read  in  conjunction  with  the  related   financial
statements. These financial statements and financial statement schedules are the
responsibility of the Partnership's management; our responsibility is to express
an opinion on these financial statements and financial statement schedules based
on our audits.  We conducted our audits 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  audits  provide  a
reasonable basis for our opinion.


/s/ PricewaterhouseCoopers LLP


Orlando, Florida
February 2, 2001



<PAGE>



                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                                 BALANCE SHEETS
<TABLE>
<CAPTION>
<S><C>

                                                                                         December 31,
                                                                              2000                         1999
                                                                       -------------------          --------------------

                         ASSETS

Land and buildings on operating leases, less
     accumulated depreciation and allowance
     for loss on assets                                                      $ 15,078,329                  $ 16,391,447
Net investment in direct financing leases,
     less allowance for loss on assets                                          9,164,968                     9,391,291
Investment in joint ventures                                                    4,929,505                     4,989,209
Cash and cash equivalents                                                       1,361,652                       967,094
Receivables, less allowance for doubtful accounts of
     $284,513 and $122,914, respectively
                                                                                   48,978                       100,952
Due from related parties                                                           13,063                            --
Prepaid expenses                                                                   19,274                        19,283
Lease costs, less accumulated amortization
     of $1,000 in 2000                                                             43,273                            --
Accrued rental income, less allowance for
     doubtful accounts of $3,388 and $1,210,
     respectively                                                               1,431,637                     1,353,160
Other assets                                                                       33,504                        35,684
                                                                       -------------------          --------------------
                                                                                                    --------------------

                                                                             $ 32,124,183                  $ 33,248,120
                                                                       ===================          ====================

            LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                                               $   35,472                    $  119,660
Escrowed real estate taxes payable                                                 10,114                         9,364
Distributions payable                                                             900,001                       900,001
Due to related parties                                                            147,099                        60,116
Rents paid in advance                                                              79,321                        71,634
                                                                       -------------------          --------------------
         Total liabilities                                                      1,172,007                     1,160,775

Minority interest                                                                  64,098                        65,051

Partners' capital                                                              30,888,078                    32,022,294
                                                                       -------------------          --------------------

                                                                             $ 32,124,183                  $ 33,248,120
                                                                      ===================          ====================
See accompanying notes to financial statements.
</TABLE>


<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                              STATEMENTS OF INCOME

<TABLE>
<CAPTION>
<S><C>
                                                                                  Year Ended December 31,
                                                                        2000               1999                1998
                                                                  -----------------   ----------------   -----------------

Revenues:
     Rental income from operating leases                             $  1,870,934       $  1,773,037         $  1,886,761
     Adjustments to accrued rental income                                  (2,178  )         (19,506  )          (457,567)
     Earned income from direct financing leases                           980,809          1,146,348            1,281,596
     Contingent rental income                                              65,717             96,541               67,511
     Interest and other income                                             30,303             48,935              108,481
                                                                  -----------------   ----------------   -----------------
                                                                        2,945,585          3,045,355            2,886,782
                                                                  -----------------   ----------------   -----------------
Expenses:
     General operating and administrative                                 206,381            182,554              163,189
     Bad debt expense                                                          --                 --                5,887
     Professional services                                                 44,002             64,806               44,309
     Real estate taxes                                                     54,513             39,219                  199
     State and other taxes                                                 22,580             15,457               10,520
     Depreciation and amortization                                        318,491            325,062              259,866
     Transaction costs                                                     38,333            195,746               23,779
                                                                  -----------------   ----------------   -----------------
                                                                          684,300            822,844              507,749
                                                                  -----------------   ----------------   -----------------
Income Before Minority Interest in Income of
     Consolidated Joint Venture, Equity in
     Earnings of Unconsolidated Joint Ventures,
     Gain on Sale of Assets and Provision for Loss
     on Assets                                                          2,261,285          2,222,511            2,379,033

Minority Interest in Income of Consolidated
     Joint Venture                                                         (8,553  )          (8,465  )            (9,302)

Equity in Earnings of  Unconsolidated Joint Ventures                      449,576            380,616              292,013

Gain on Sale of Assets                                                     50,755             32,499              218,960

Provision for Loss on Assets                                             (287,275  )        (357,760  )        (1,001,846)
                                                                  -----------------   ----------------   -----------------

Net Income                                                           $  2,465,788       $  2,269,401         $  1,878,858
                                                                  =================   ================   =================

Allocation of Net Income
     General partners                                                    $     --         $   23,210           $   21,016
     Limited partners                                                   2,465,788          2,246,191            1,857,842
                                                                  -----------------   ----------------   -----------------
                                                                     $  2,465,788                  $         $  1,878,858
                                                                                           2,269,401
                                                                  =================   ================   =================

Net Income Per Limited Partner Unit                                    $     0.62                  $                    $
                                                                                                0.56                 0.46
                                                                  =================   ================   =================

Weighted Average Number of  Limited Partner Units
     Outstanding                                                        4,000,000          4,000,000            4,000,000
                                                                  =================   ================   =================

See accompanying notes to financial statements.
</TABLE>


<PAGE>

                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                         STATEMENTS OF PARTNERS' CAPITAL

                  Years Ended December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>
<S><C>

                                                  General Partners
                                        -------------------------------------   -
                                                              Accumulated
                                          Contributions         Earnings
                                        ------------------  -----------------   -


Balance, December 31, 1997                    $     1,000       $    207,709

    Distributions to limited
      partners ($0.92 per
    limited partner unit)                              --                 --
    Net income                                         --             21,016
                                        ------------------  -----------------   -

Balance, December 31, 1998                          1,000            228,725

    Distributions to limited
      partners ($0.90 per
      limited partner unit)                            --                 --
    Net income                                         --             23,210
                                        ------------------  -----------------   -

Balance, December 31, 1999                          1,000            251,935

    Distributions to limited
      partners ($0.90 per
      limited partner unit)                            --                 --
    Net income                                         --                 --
                                        ------------------  -----------------   -

Balance, December 31, 2000                    $     1,000       $    251,935
                                        ==================  =================   =

                            Limited Partners
----------------- -------------------------------------------------------------------------
                                       Accumulated       Syndication
Contributions      Distributions        Earnings            Costs             Total
----------------  ----------------- ------------------ ----------------  ------------------


  $  40,000,000     $ (20,963,139 )     $  20,698,473     $ (4,790,000)      $ 35,154,043



             --        (3,680,004 )                --               --         (3,680,004 )
             --                --           1,857,842               --          1,878,858
----------------  ----------------- ------------------ ----------------  ------------------

     40,000,000       (24,643,143 )        22,556,315       (4,790,000)        33,352,897



             --        (3,600,004 )                --               --         (3,600,004 )
             --                --           2,246,191               --          2,269,401
----------------  ----------------- ------------------ ----------------  ------------------

     40,000,000       (28,243,147 )        24,802,506       (4,790,000)        32,022,294



             --        (3,600,004 )                --               --         (3,600,004 )
             --                --           2,465,788               --          2,465,788
----------------  ----------------- ------------------ ----------------  ------------------

  $  40,000,000     $ (31,843,151 )     $  27,268,294     $ (4,790,000)      $ 30,888,078
================  ================= ================== ================  ==================
</TABLE>




<PAGE>



                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
<S><C>
                                                                               Year Ended December 31,
                                                                      2000               1999               1998
                                                                 ----------------   ----------------   ---------------

Increase (Decrease) in Cash and Cash Equivalents:

      Cash Flows from Operating Activities:
         Cash received from tenants                                  $ 3,130,836        $ 3,049,409       $ 3,382,562
         Distributions from unconsolidated
             joint venture                                               509,280            440,831           373,004
         Cash paid for expenses                                         (365,756)          (355,273)         (221,284)
         Interest received                                                24,306             47,915            70,156
                                                                 ----------------   ----------------   ---------------
             Net cash provided by operating activities                 3,298,666          3,182,882         3,604,438
                                                                 ----------------   ----------------   ---------------

      Cash Flows from Investing Activities:
         Proceeds from sale of assets                                    749,675          2,081,725         1,591,794
         Additions to land and buildings on operating
             leases                                                           --         (1,257,217)       (1,020,329)
         Investment in joint ventures                                         --         (1,628,095)               --
         Decrease (increase) in restricted cash                               --            359,990          (237,758)
         Payment of lease costs                                          (44,273)                --                --
         Other                                                                --                 --             3,006
                                                                 ----------------   ----------------   ---------------
                                                                 ----------------   ----------------   ---------------
             Net cash provided by (used in)
                Investing activities                                     705,402           (443,597)          336,713
                                                                 ----------------   ----------------   ---------------

      Cash Flows from Financing Activities:
         Proceeds from loan from corporate general
             partners                                                    125,000                 --                --
         Repayment of loan from corporate general
             partners                                                   (125,000)                --                --
         Distributions to limited partners                            (3,600,004)        (3,600,004)       (3,680,004)
         Distributions to holder of minority interest                     (9,506)            (8,159)           (9,058)
                                                                 ----------------   ----------------   ---------------
             Net cash used in financing activities                    (3,609,510)        (3,608,163)       (3,689,062)
                                                                 ----------------   ----------------   ---------------

Net Increase (Decrease) in Cash and Cash Equivalents                     394,558           (868,878)          252,089

Cash and Cash Equivalents at Beginning of Year                           967,094          1,835,972         1,583,883
                                                                 ----------------   ----------------   ---------------

Cash and Cash Equivalents at End of Year                             $ 1,361,652         $  967,094       $ 1,835,972
                                                                 ================   ================   ===============
</TABLE>






<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                      STATEMENTS OF CASH FLOWS - CONTINUED

<TABLE>
<CAPTION>
<S><C>
                                                                               Year Ended December 31,
                                                                        2000              1999               1998
                                                                   ---------------   ----------------   ----------------

 Reconciliation of Net Income to Net Cash Provided by
     Operating Activities:

     Net income                                                       $ 2,465,788        $ 2,269,401        $ 1,878,858
                                                                   ---------------   ----------------   ----------------

     Adjustments  to  reconcile   net  income  to  net  cash
         provided by operating activities:
           Depreciation                                                   317,491            325,062            259,866
           Amortization                                                     1,000                 --                 --
           Minority interest in income of consolidated joint
              venture                                                       8,553              8,465              9,302
           Equity in earnings of unconsolidated joint
              ventures, net of distributions                               59,704             60,215             80,991
           Gain on sale of assets                                         (50,755)           (32,499)          (218,960)
           Provision for loss on assets                                   287,275            357,760          1,001,846
           Bad debt expense                                                    --                 --              5,887
           Decrease (increase) in receivables                              51,974            (18,439)             8,312
           Increase in due from related parties                            (3,635)                --                 --
           Decrease (increase) in prepaid expenses                              9            (14,054)               648
           Decrease in net investment in direct financing                 226,323            209,710            219,237
              leases
           Decrease (increase) in accrued rental income                   (78,477)           (80,091)           300,791
           Decrease (increase) in other assets                              2,180               (200)            (2,380)
           Increase (decrease) in accounts payable and accrued
              expenses                                                    (74,006)            99,203             (3,996)
           Increase in due to related parties                              77,555             30,129             25,041
           Increase (decrease) in rents paid in advance and
              deposits                                                      7,687            (31,780)            38,995
                                                                   ---------------   ----------------   ----------------
                  Total adjustments                                       832,878            913,481          1,725,580
                                                                   ---------------   ----------------   ----------------

 Net Cash Provided by Operating Activities                            $ 3,298,666        $ 3,182,882        $ 3,604,438
                                                                   ===============   ================   ================

 Supplemental Schedule of Non-Cash Financing Activities:

           Distributions declared and unpaid at December 31            $  900,001         $  900,001         $  900,001
                                                                   ===============   ================   ================
See accompanying notes to condensed financial statements.
</TABLE>



<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2000, 1999, and 1998


1.       Significant Accounting Policies:
         -------------------------------

         Organization  and Nature of  Business - CNL  Income  Fund X, Ltd.  (the
         "Partnership") is a Florida limited  partnership that was organized for
         the purpose of acquiring both newly constructed and existing restaurant
         properties,  as well as properties  upon which  restaurants  were to be
         constructed,  which are leased  primarily  to operators of national and
         regional fast-food and family-style restaurant chains.

         The general partners of the Partnership are CNL Realty Corporation (the
         "Corporate  General  Partner"),  James M.  Seneff,  Jr.  and  Robert A.
         Bourne.  Mr. Seneff and Mr. Bourne are also 50 percent  shareholders of
         the Corporate General Partner. The general partners have responsibility
         for managing the day-to-day operations of the Partnership.

         Real  Estate  and  Lease  Accounting  -  The  Partnership  records  the
         acquisition of land and buildings at cost,  including  acquisition  and
         closing costs. Land and buildings are leased to unrelated third parties
         generally on a triple-net basis,  whereby the tenant is responsible for
         all operating  expenses  relating to the property,  including  property
         taxes, insurance, maintenance and repairs. The leases are accounted for
         using  either the  direct  financing  or the  operating  methods.  Such
         methods are described below:

                  Direct  financing  method - The leases accounted for using the
                  direct  financing  method are recorded at their net investment
                  (which at the inception of the lease generally  represents the
                  cost of the asset) (see Note 4).  Unearned  income is deferred
                  and  amortized to income over the lease terms so as to produce
                  a constant  periodic rate of return on the  Partnership's  net
                  investment in the leases.

                  Operating  method - Land and  building  leases  accounted  for
                  using the  operating  method are recorded at cost,  revenue is
                  recognized as rentals are earned and  depreciation  is charged
                  to operations as incurred.  Buildings are  depreciated  on the
                  straight-line  method over their estimated  useful lives of 30
                  years.  When  scheduled  rentals  vary  during the lease term,
                  income is recognized on a straight-line basis so as to produce
                  a constant periodic rent over the lease term commencing on the
                  date the property is placed in service.

                  Accrued  rental  income  represents  the  aggregate  amount of
                  income  recognized  on a  straight-line  basis  in  excess  of
                  scheduled rental payments to date.  Whenever a tenant defaults
                  under  the  terms  of its  lease,  or  events  or  changes  in
                  circumstance  indicate  that the  tenant  will not  lease  the
                  property  through the end of the lease term,  the  Partnership
                  either  reserves or reverses  the  cumulative  accrued  rental
                  income balance.


<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


1.       Significant Accounting Policies - Continued:
         -------------------------------------------

         When  the  properties  are  sold,  the  related  cost  and  accumulated
         depreciation  for operating  leases and the net  investment  for direct
         financing leases,  plus any accrued rental income, are removed from the
         accounts and gains or losses from sales are  reflected  in income.  The
         general  partners of the Partnership  review  properties for impairment
         whenever events or changes in circumstances  indicate that the carrying
         amount of the assets may not be  recoverable  through  operations.  The
         general partners  determine whether an impairment in value has occurred
         by comparing the estimated future  undiscounted  cash flows,  including
         the  residual  value of the  property,  with the  carrying  cost of the
         individual property. Although the general partners have made their best
         estimate of these factors based on current conditions, it is reasonably
         possible  that  changes  could  occur  in the  near  term  which  could
         adversely  affect  the  general  partners'  estimate  of net cash flows
         expected to be  generated  from its  properties  and the need for asset
         impairment write-downs.  If an impairment is indicated,  the assets are
         adjusted to their fair value.

         When the  collection  of amounts  recorded as rental or other income is
         considered  to be  doubtful,  an  adjustment  is made to  increase  the
         allowance for doubtful accounts,  which is netted against  receivables,
         and to decrease rental or other income or increase bad debt expense for
         the  current  period,  although  the  Partnership  continues  to pursue
         collection of such amounts.  If amounts are subsequently  determined to
         be  uncollectible,  the  corresponding  receivable  and  allowance  for
         doubtful accounts are decreased accordingly.

         Investment in Joint Ventures - The Partnership  accounts for its 88.26%
         interest in Allegan Real Estate Joint Venture  using the  consolidation
         method.   Minority  interest  represents  the  minority  joint  venture
         partner's  proportionate  share  of the  equity  in  the  Partnership's
         consolidated joint venture. All significant  intercompany  accounts and
         transactions have been eliminated.

         The  Partnership's  investments  in  CNL  Restaurant  Investments  III,
         Williston  Real Estate Joint  Venture,  Ashland  Joint  Venture,  Ocean
         Shores Joint Venture and Peoria Joint  Venture,  and the  properties in
         Clinton, North Carolina, and Miami, Florida, for which each property is
         held as tenants-in-common with affiliates,  are accounted for using the
         equity  method since the  Partnership  shares  control with  affiliates
         which have the same general partners.

         Cash and Cash Equivalents - The Partnership considers all highly liquid
         investments  with a maturity of three months or less when  purchased to
         be cash  equivalents.  Cash  and cash  equivalents  consist  of  demand
         deposits at commercial  banks and money market funds (some of which are
         backed by government  securities).  Cash equivalents are stated at cost
         plus accrued interest, which approximates market value.


<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


1.       Significant Accounting Policies - Continued:
         -------------------------------------------

         Cash  accounts  maintained  on  behalf  of the  Partnership  in  demand
         deposits  at  commercial  banks  and  money  market  funds  may  exceed
         federally insured levels;  however, the Partnership has not experienced
         any losses in such accounts.

         Lease  Costs - Brokerage  fees and lease  incentive  costs  incurred in
         negotiating new leases for the  Partnership's  properties are amortized
         over the terms of the new leases using the straight-line method.

         Income Taxes - Under  Section 701 of the  Internal  Revenue  Code,  all
         income,  expenses and tax credit items flow through to the partners for
         tax  purposes.  Therefore,  no  provision  for federal  income taxes is
         provided in the accompanying  financial statements.  The Partnership is
         subject to certain state taxes on its income and property.

         Additionally,  for tax  purposes,  syndication  costs are  included  in
         Partnership equity and in the basis of each partner's  investment.  For
         financial  reporting  purposes,  syndication  costs are netted  against
         partners' capital and represent a reduction of Partnership equity and a
         reduction in the basis of each partner's investment.

         Use of Estimates - The general  partners of the Partnership have made a
         number of estimates and assumptions relating to the reporting of assets
         and liabilities and the disclosure of contingent assets and liabilities
         to prepare these  financial  statements in  conformity  with  generally
         accepted  accounting  principles.  The more significant areas requiring
         the use of  management  estimates  relate to the allowance for doubtful
         accounts  and future  cash flows  associated  with  long-lived  assets.
         Actual results could differ from those estimates.

         Staff Accounting  Bulleting No. 101 ("SAB 101") - In December 1999, the
         Securities and Exchange Commission released SAB 101, which provides the
         staff's view in applying  generally accepted  accounting  principles to
         selected revenue  recognition  issues. SAB 101 requires the Partnership
         to defer recognition of certain  percentage rental income until certain
         defined  thresholds are met. The Partnership  adopted SAB 101 beginning
         January  1,  2000.  Implementation  of SAB 101 did not have a  material
         impact on the partnership's result of operations.


<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


1.       Significant Accounting Policies - Continued:
         -------------------------------------------

         Statement  of  Financial  Accounting  Standards  No 133 ("FAS 133") and
         Statement of Financial  Accounting  Standards  No. 137 ("FAS 137") - In
         June 1998, the Financial Accounting Standards Board issued Statement of
         Financial  Accounting  Standards  No. 13,  "Accounting  for  Derivative
         Instruments  and  Hedging   Activities."   The  Statement   establishes
         accounting  and  reporting   standards  for   derivative   instruments,
         including certain derivative  instruments,  embedded in other contracts
         (collectively referred to as derivatives),  and for hedging activities.
         The Statement  requires that an entity  recognize  all  derivatives  as
         either  assets or  liabilities  in the balance  sheet and measure those
         instruments  at fair  value.  In June 1999,  the  Financial  Accounting
         Standards Board issued Statement of Financial  Accounting Standards No.
         137,  "Accounting  for Derivative  Instruments  and Hedging  Activities
         Deferral of the Effective  Date of FASB Statement No. 133, an amendment
         of FASB  Statement No. 133." FAS 137 deferred the effective date of FAS
         133 for one year. FAS 133, as amended,  is now effective for all fiscal
         quarters  of all  fiscal  years  beginning  after  June 15,  2000.  The
         partnership  has reviewed both  statements and has determined that both
         FAS 133 and FAS 137 do not apply to the  Partnership as of December 31,
         2000.

2.       Leases:
---------------

         The Partnership  leases its land and buildings to operators of national
         and regional  fast-food and  family-style  restaurants.  The leases are
         accounted for under the provisions of Statement of Financial Accounting
         Standards No. 13, "Accounting for Leases." Some of the leases have been
         classified  as  operating  leases  and  some of the  leases  have  been
         classified as direct  financing  leases.  For the leases  classified as
         direct financing  leases,  the building portions of the Property leases
         are accounted for as direct financing leases while the land portions of
         the majority of these leases are operating  leases.  Substantially  all
         leases are for 15 to 25 years and provide  for  minimum and  contingent
         rentals. In addition,  the tenant generally pays all property taxes and
         assessments,  fully maintains the interior and exterior of the building
         and carries insurance  coverage for public liability,  property damage,
         fire and extended  coverage.  The lease options generally allow tenants
         to  renew  the  leases  for two to five  successive  five-year  periods
         subject to the same terms and  conditions  as the initial  lease.  Most
         leases  also allow the tenant to purchase  the  property at fair market
         value after a specified portion of the lease has elapsed.


<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


3.       Land and Buildings on Operating Leases:
         --------------------------------------

         Land and  buildings on operating  leases  consisted of the following at
         December 31:

<TABLE>
<CAPTION>
<S><C>

                                                                       2000                 1999
                                                                -------------------   ------------------

                   Land                                               $  8,739,850          $ 9,076,722
                   Building                                              8,765,774           10,235,897
                                                                -------------------   ------------------
                                                                        17,505,624           19,312,619

                   Less accumulated depreciation                        (1,890,727 )         (1,654,894 )
                                                                -------------------   ------------------
                                                                        15,614,897           17,657,725
                   Less allowance for loss on
                       land and building                                  (536,568 )         (1,266,278 )
                                                                -------------------   ------------------

                                                                      $ 15,078,329         $ 16,391,447
                                                                ===================   ==================
</TABLE>


         During the year ended  December 31, 1998,  the  Partnership  recorded a
         provision for loss on land and building totaling $908,518 for financial
         reporting  purposes relating to the properties in Lancaster,  New York,
         and  Homewood,  Alabama.  The  tenants  of these  properties  filed for
         bankruptcy  during 1998,  and rejected the leases  related to these two
         properties.  The  allowance  represented  the  difference  between  the
         carrying  value of the properties at December 31, 1999 and 1998 and the
         estimated net realizable value for these properties,  respectively.  In
         connection with the property in Homewood, Alabama, in January 2000, the
         Partnership  entered  into a new lease  with a new tenant for a Kinko's
         Copies store. In connection therewith, the Partnership agreed to remove
         the old building from the Property so the new tenant could  construct a
         new building. Therefore, at December 31, 1999, the Partnership recorded
         an impairment for $357,760,  representing the undepreciated cost of the
         old building,  for  financial  reporting  purposes.  As of December 31,
         2000, the building was demolished and the total  undepreciated  cost of
         the old building of $629,785,  for which the  Partnership  had recorded
         impairments  during 1999 and 1998, was removed from the accounts and no
         loss on demolition relating to the building was reflected in income.

         In March 1999, the Partnership  sold its property in Amherst,  New York
         and received  net sales  proceeds of  $1,150,000,  resulting in a total
         gain of $74,640 for financial reporting purposes (see Note 4). In March
         1999,  the  Partnership   reinvested  the  net  sales  proceeds,   plus
         additional funds, totaling approximately $1,257,200, in a Golden Corral
         property in Fremont, Nebraska (see Note 5).

                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


3.       Land and Buildings on Operating Leases - Continued:
         --------------------------------------------------

         In August 1999, the Partnership  sold its property in Fort Myers Beach,
         Florida  for  $931,725  and  recorded a loss of $42,141  for  financial
         reporting  purposes.  In November 1999, the Partnership  reinvested the
         majority of the net sales  proceeds in Peoria Joint  Venture,  with CNL
         Income Fund II, Ltd.,  an affiliate of the general  partners  (see Note
         5).

         In December 2000, the Partnership  sold its Property in Lancaster,  New
         York and received net sales  proceeds of $749,675  resulting in a total
         gain of $50,755 for financial reporting purposes. During the year ended
         December 31, 2000,  the  Partnership  recorded a provision  for loss on
         assets in the amount of  $287,275,  for  financial  reporting  purposes
         relating  to  the  property  in  Ft.  Pierce,  Florida.  The  allowance
         represented  the difference  between the carrying value of the property
         at December  31, 2000 and the  estimated  net  realizable  value of the
         property.

         Some leases provide for escalating  guaranteed minimum rents throughout
         the  lease  term.   Income  from  these  scheduled  rent  increases  is
         recognized on a straight-line  basis over the terms of the leases.  For
         the years ended December 31, 2000 and 1999, the Partnership  recognized
         income of $78,477  (net of  reserves  of $2,178)  and  $80,091  (net of
         reserves of $1,210 and net of reversals of $18,296),  respectively. For
         the year ended December 31, 1998, the Partnership  recognized a loss of
         $300,791 (net of $151,828 in reserves and $305,739 in  reversals).  The
         following  is a schedule  of the future  minimum  lease  payments to be
         received on noncancellable operating leases at December 31, 2000:

<TABLE>
<CAPTION>
<S><C>
                     2001                                                                 $1,863,794
                     2002                                                                  1,946,866
                     2003                                                                  1,955,645
                     2004                                                                  2,011,730
                     2005                                                                  2,025,579
                     Thereafter                                                            8,777,558
                                                                                     ----------------

                                                                                         $18,581,172
                                                                                     ================
</TABLE>

         Since  lease  renewal  periods  are  exercisable  at the  option of the
         tenant, the above table only presents future minimum lease payments due
         during  the  initial  lease  terms.  In  addition,  this table does not
         include any amounts for future contingent rentals which may be received
         on the leases based on a percentage of the tenant's gross sales.  These
         amounts do not include minimum lease payments that will become due when
         the property under development is completed.


<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


4.       Net Investment in Direct Financing Leases:
--------------------------------------------------

         The  following  lists the  components  of the net  investment in direct
financing leases at December 31:

<TABLE>
<CAPTION>
<S><C>

                                                                            2000                1999
                                                                      -----------------    ----------------

                 Minimum lease payments receivable                         $13,727,040        $ 14,942,831
                 Estimated residual values                                   3,229,175           3,229,175
                 Less unearned income                                       (7,791,247 )        (8,780,715 )
                                                                      -----------------    ----------------
                                                                      -----------------    ----------------

                 Net investment in direct financing leases                 $ 9,164,968         $ 9,391,291
                                                                        =================    ================

</TABLE>


         At December 31, 1998, the Partnership had recorded a provision for loss
         on assets of $93,328 relating to the Property in Amherst, New York, due
         to the tenant  filing for  bankruptcy.  The allowance  represented  the
         difference  between the carrying  value of the property at December 31,
         1998 and the estimated net realizable value for this property. In March
         1999, the Partnership  sold this property,  received net sales proceeds
         of $1,150,000  and recorded a gain of $74,640 for  financial  reporting
         purposes,  resulting in an aggregate net loss of approximately $18,700.
         The building  portion of this property had been  classified as a direct
         financing lease. In connection therewith, the gross investment (minimum
         lease payments  receivable and the estimated residual value),  unearned
         income,  and the provision for loss on assets  relating to the building
         were  removed  from  the  accounts  and the  gain  from the sale of the
         property was reflected in income (see Note 3).

         In August 1999, the Partnership  sold its property in Fort Myers Beach,
         Florida, for which the building portion had been classified as a direct
         financing lease. In connection therewith, the gross investment (minimum
         lease  payments  receivable  and  the  estimated  residual  value)  and
         unearned income relating to the building were removed from the accounts
         and the loss from the sale of the property was reflected in income (see
         Note 3).


<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


4,       Net Investment in Direct Financing Leases - Continued:
         -----------------------------------------------------

         The  following  is a schedule of future  minimum  lease  payments to be
         received on the direct financing leases at December 31, 1999:

                      2001                         $1,223,235
                      2002                          1,253,431
                      2003                          1,264,941
                      2004                          1,275,724
                      2005                          1,277,059
                      Thereafter                    7,432,650
                                              ----------------

                                                  $13,727,040
                                              ================

         The above table does not include  future  minimum  lease  payments  for
         renewal  periods or for contingent  rental payments that may become due
         in future periods (see Note 3).

5.       Investment in Joint Ventures:
-------------------------------------

         The Partnership has a 50 percent, a 10.51%, a 40.95%, a 13 percent, and
         6.69% interest in the profits and losses of CNL Restaurant  Investments
         III, Ashland Joint Venture,  Williston Real Estate Joint Venture, and a
         property in Clinton,  North Carolina, and a property in Miami, Florida,
         held as tenants-in-common  with affiliates of the general partners. The
         remaining  interests in these joint  ventures are held by affiliates of
         the Partnership which have the same general partners.

         In  January  1999,  the  Partnership   entered  into  a  joint  venture
         arrangement,  Ocean  Shores Joint  Venture,  with CNL Income Fund XVII,
         Ltd.,  an  affiliate  of the  general  partners,  to own and  lease one
         restaurant property. The Partnership contributed approximately $802,400
         to the  joint  venture  and as of  December  31,  2000,  owned a 69.06%
         interest in the profits and losses of the joint venture.

         In addition,  in November  1999, the  Partnership  entered into a joint
         venture  arrangement,  Peoria Joint  Venture,  with CNL Income Fund II,
         Ltd.,  an  affiliate  of the  general  partners,  to own and  lease one
         restaurant property. The Partnership contributed approximately $825,700
         to the joint  venture and as of December 31,  2000,  owned a 52 percent
         interest in the profits and losses of the joint venture.


<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


5.       Investment in Joint Ventures - Continued:
-------------------------------------------------

         CNL  Restaurant  Investments  III owns and leases six  properties to an
         operator of national  fast-food  restaurants.  Ashland  Joint  Venture,
         Williston Real Estate Joint Venture, Ocean Shores Joint Venture, Peoria
         Joint Venture,  and the Partnership and affiliates as tenants-in-common
         in two separate tenancy-in-common  arrangements, each own and lease one
         property  to  an  operator  of  national   fast-food  or   family-style
         restaurants.  The  following  presents  the joint  ventures'  combined,
         condensed financial information at December 31:

<TABLE>
<CAPTION>
<S><C>

                                                                        2000                    1999
                                                                  ------------------     -------------------

                Land and buildings on operating
                    leases, less accumulated
                    depreciation                                        $ 9,693,530             $ 9,925,836
                Net investment in direct financing
                    leases                                                2,546,467               2,575,174
                Cash                                                         57,379                  70,698
                Receivables                                                   3,100                  27,948
                Prepaid expenses                                             33,863                  21,674
                Accrued rental income                                       120,282                  59,081
                Liabilities                                                   7,375                  71,721
                Partners' capital                                        12,447,246              12,608,690
                Revenues                                                  1,404,081               1,266,458
                Net income                                                1,126,840                 996,372

</TABLE>


         The Partnership  recognized  income totaling  $449,576,  $380,616,  and
         $292,013  for the  years  ended  December  31,  2000,  1999,  and 1998,
         respectively, from these joint ventures.

6.       Allocations and Distributions:
--------------------------------------

         From inception through December 31, 1999, all net income and net losses
         of the  Partnership,  excluding  gains  and  losses  from  the  sale of
         properties,  were allocated 99 percent to the limited  partners and one
         percent to the general  partners.  From inception  through December 31,
         1999,  distributions  of net cash  flow  were  made 99  percent  to the
         limited  partners  and one percent to the general  partners;  provided,
         however, that the one percent of net cash flow to be distributed to the
         general partners was subordinated to receipt by the limited partners of
         an aggregate, ten percent,  cumulative,  noncompounded annual return on
         their adjusted capital contributions (the "10% Preferred Return").


<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


6.       Allocations and Distributions - Continued:
--------------------------------------------------

         From inception through December 31, 1999, generally, net sales proceeds
         from the sale of properties not in liquidation of the  Partnership,  to
         the extent distributed,  were distributed first to the limited partners
         in an  amount  sufficient  to  provide  them with  their 10%  Preferred
         Return, plus the return of their adjusted capital contributions.

         The  general   partners  then  received,   to  the  extent   previously
         subordinated   and  unpaid,   a  one  percent  interest  in  all  prior
         distributions   of  net  cash  flow  and  a  return  of  their  capital
         contributions. Any remaining sales proceeds were distributed 95 percent
         to the limited partners and five percent to the general  partners.  Any
         gain from the sale of a property not in liquidation of the  Partnership
         was, in general, allocated in the same manner as net sales proceeds are
         distributable.  Any loss from the sale of a property  was,  in general,
         allocated  first,  on a pro  rata  basis,  to  partners  with  positive
         balances in their capital accounts;  and thereafter,  95 percent to the
         limited partners and five percent to the general partners.

         Generally,  net sales  proceeds from a liquidating  sale of properties,
         will be used in the following order: (i) first to pay and discharge all
         of  the  Partnership's   liabilities  to  creditors,  (ii)  second,  to
         establish  reserves that may be deemed necessary for any anticipated or
         unforeseen liabilities or obligations of the Partnership,  (iii) third,
         to pay all of the Partnership's liabilities, if any, to the general and
         limited partners,  (iv) fourth,  after allocations of net income, gains
         and/or  losses,  to distribute  to the partners  with positive  capital
         accounts  balances,  in  proportion  to such  balances,  up to  amounts
         sufficient  to  reduce  such  positive   balances  to  zero,   and  (v)
         thereafter, any funds remaining shall then be distributed 95 percent to
         the limited partners and five percent to the general partners.

         Effective  January 1, 2000, the general  partners waived their right to
         receive  future  distributions  from the  Partnership,  including  both
         distributions  of operating cash flow and  distributions of liquidation
         proceeds,   to  the  extent   that  the   cumulative   amount  of  such
         distributions would exceed the balance in the general partners' capital
         account as of December  31,  1999.  Accordingly,  for years  commencing
         January  1,  2000 and  after,  the  Partnership's  net  income  will be
         allocated entirely among the limited partners.  However,  if losses are
         allocated to the general  partners in a year, an amount of income equal
         to the sum of such losses may be allocated  to the general  partners in
         succeeding years. Accordingly,  the general partners were not allocated
         any net income and did not  receive and  distributions  during the year
         ended December 31, 2000.

         During the years  ended  December  31, 2000 and 1999,  the  Partnership
         declared  distributions  to the  limited  partners of  $3,600,004,  and
         during the year ended  December  31,  1998,  the  Partnership  declared
         distributions to the Limited  Partners of $3,680,004.  No distributions
         have been made to the general partners to date.

<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


7.       Income Taxes:
---------------------

         The following is a reconciliation of net income for financial reporting
         purposes to net income for federal  income tax  purposes  for the years
         ended December 31:

<TABLE>
<CAPTION>
<S><C>

                                                                           2000            1999            1998
                                                                       --------------  --------------  --------------

             Net income for financial reporting purposes                 $ 2,465,788    $  2,269,401     $ 1,878,858

             Depreciation for tax reporting purposes in excess
                 of depreciation for financial reporting                    (159,851)       (171,877)       (228,986)
             purposes

             Direct financing leases recorded as operating
                 leases for tax reporting purposes                           226,323         209,517         219,237

             Equity in earnings of unconsolidated joint
             ventures
                 for tax reporting purposes in excess of (less
             than)                                                           (47,498)         20,342          12,612
                 equity in earnings of unconsolidated joint
             ventures
                 for financial reporting purposes

             Gain on sale of assets for financial reporting
                 purposes (less than) in excess of gain for
                 tax reporting purposes                                     (308,959)        138,449          65,474

             Allowance for loss on assets                                    287,275         357,760       1,001,846

             Allowance for doubtful accounts                                 161,599        (113,896)         98,954

             Accrued rental income                                           (78,478)        (80,091)        300,791

             Rents paid in advance                                             7,687         (31,780)         38,995


             Minority interest in timing differences of
                 consolidated joint venture                                    1,108           1,846             413

             Capitalization (Deduction) of transaction costs
             for tax                                                        (219,525)        195,746          23,779
                 reporting purposes

             Other                                                             9,432              --              --
                                                                       --------------  --------------  --------------

             Net income for federal income tax purposes                  $ 2,344,901    $  2,795,417     $ 3,411,973
                                                                       ==============  ==============  ==============


</TABLE>


<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1997, and 1998


8.       Related Party Transactions:
-----------------------------------

         One of the individual general partners, James M. Seneff, Jr., is one of
         the principal  shareholders of CNL Holdings,  Inc. The other individual
         general partner, Robert A. Bourne, serves as President and Treasurer of
         CNL Financial  Group,  Inc., a wholly owned subsidiary of CNL Holdings,
         Inc. CNL Fund  Advisors,  Inc.  (the  "Advisor")  was a majority  owned
         subsidiary  of CNL  Financial  Group,  Inc.  until it  merged  with CNL
         American  Properties Fund, Inc. ("APF"),  effective  September 1, 1999.
         The individual general partners are stockholders and directors of APF.

         The Advisor  provides  certain  services  relating to management of the
         Partnership and its properties pursuant to a management  agreement with
         the Partnership. In connection therewith, the Partnership has agreed to
         pay the Advisor an annual,  noncumulative,  subordinated management fee
         of one  percent of the sum of gross  revenues  from  properties  wholly
         owned by the Partnership and the Partnership's allocable share of gross
         revenues from joint ventures, but not in excess of competitive fees for
         comparable  services.  These fees will be incurred  and will be payable
         only after the limited partners receive their 10% Preferred Return. Due
         to the fact that these fees are noncumulative,  if the limited partners
         do not receive their 10% Preferred  Return in any  particular  year, no
         management  fees will be due or payable  for such year.  As a result of
         such threshold, no management fees were incurred during the years ended
         December 31, 2000, 1999, and 1998.

         The Advisor is are also  entitled  to receive a deferred,  subordinated
         real  estate  disposition  fee,  payable  upon  the sale of one or more
         properties based on the lesser of one-half of a competitive real estate
         commission or three percent of the sales price if the Advisor  provides
         a substantial amount of services in connection with the sale.  However,
         if the net sales proceeds are reinvested in a replacement  property, no
         such  real  estate   disposition  fees  will  be  incurred  until  such
         replacement   property  is  sold  and  the  net  sales   proceeds   are
         distributed.   In  addition,   the  real  estate   disposition  fee  is
         subordinated to the receipt by the limited  partners of their aggregate
         10% Preferred  Return,  plus their adjusted capital  contributions.  No
         deferred,  subordinated real estate disposition fees have been incurred
         since inception.


<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


8.       Related Party Transactions - Continued:
         --------------------------------------

         During the years ended  December 31, 2000,  1999, and 1998, the Advisor
         and its affiliates provided  accounting and administrative  services to
         the Partnership on a day-to-day  basis including  services  relating to
         the proposed and terminated merger. The Partnership  incurred $100,929,
         $129,209,  and $105,445,  for the years ended December 31, 2000,  1999,
         and 1998, respectively, for such services.

         The  amounts  due to related  parties at  December  31,  2000 and 1999,
         totaled $147,099 and $60,116, respectively.

9.       Concentration of Credit Risk:
-------------------------------------

         The  following  schedule  presents  total rental and earned income from
         individual lessees, or affiliated groups of lessees,  each representing
         more than ten  percent  of the  Partnership's  total  rental and earned
         income  (including the  Partnership's  share of total rental and earned
         income from  unconsolidated  joint ventures and the properties  held as
         tenants-in-common  with affiliates of the general partners) for each of
         the years ended December 31:

<TABLE>
<CAPTION>
<S><C>

                                                              2000               1999                1998
                                                         ---------------    ---------------     ---------------

          Golden Corral Corporation                            $707,882           $686,144            $578,430
          Jack in the Box Inc.                                  517,974            514,747             436,577

</TABLE>

         In addition,  the following  schedule  presents total rental and earned
         income from individual  restaurant chains,  each representing more than
         ten  percent  of the  Partnership's  total  rental  and  earned  income
         (including  the  Partnership's  share of total rental and earned income
         from   unconsolidated   joint  ventures  and  the  properties  held  as
         tenants-in-common  with affiliates of the general partners) for each of
         the years ended December 31:

<TABLE>
<CAPTION>
<S><C>
                                                          2000                 1999                1998
                                                     ----------------     ----------------    ---------------

              Burger King                                   $791,749             $797,192           $758,178
              Golden Corral Family
                  Steakhouse Restaurant                      707,882              686,144            578,430
              Jack in the Box                                517,974              514,747            436,577
              Hardee's                                       390,528              395,902            400,716
              Shoney's                                           N/A              398,103            440,333

</TABLE>


<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


9.       Concentration of Credit Risk - Continued:
-------------------------------------------------

         The  information   denoted  by  N/A  indicates  that  for  each  period
         presented,  the tenant and the chains did not  represent  more than ten
         percent of the Partnership's total rental and earned income.

         Although  the  Partnership's   properties  are  geographically  diverse
         throughout the United States and the  Partnership's  lessees  operate a
         variety of restaurant concepts,  default by any one of these lessees or
         restaurant chains could significantly  impact the results of operations
         of the  Partnership  if the  Partnership  is not able to  re-lease  the
         properties in a timely manner.

10.      Selected Quarterly Financial Data:
         ---------------------------------

         The following table presents  selected  unaudited  quarterly  financial
         data for each full  quarter  during they years ended  December 31, 2000
         and 1999:


<TABLE>
<CAPTION>
<S><C>
             2000 Quarter              First             Second             Third           Fourth             Year
         ----------------------    ---------------    -------------     --------------    ------------     --------------

         Revenues (1)                   $ 806,164         $840,735          $ 873,727       $ 865,982         $3,386,608
         Net Income                       271,897          642,974            718,302         832,615          2,465,788
         Net income per
             limited partner
             unit                            0.07             0.16               0.18            0.21               0.62

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

         Revenues (1)                   $ 818,554         $904,699          $ 803,341       $ 890,912         $3,417,506
         Net Income                       700,531          667,970            550,144         350,756          2,269,401
         Net income per
             limited partner
             unit                            0.17             0.17               0.14            0.08               0.56


</TABLE>

         (1)  Revenues  include  equity  in  earning  of  unconsolidated   joint
         ventures,  minority  interest  in  income  of  the  consolidated  joint
         venture,  and  adjustments  to  accrued  rental  income  as a result of
         certain tenants filing for bankruptcy and rejecting the leases relating
         to these Properties.


<PAGE>



Item  9. Changes in and  Disagreements  with  Accountants  on Accounting  and
         Financial Disclosure

         None.


                                    PART III


Item 10.  Directors and Executive Officers of the Registrant

         The General Partners of the Registrant are James M. Seneff, Jr., Robert
         A.  Bourne  and CNL  Realty  Corporation,  a Florida  corporation.  The
         General Partners manage and control the Partnership's  affairs and have
         general  responsibility  and  the  ultimate  authority  in all  matters
         affecting the Partnership's  business. The Partnership has available to
         it the services,  personnel and experience of CNL Fund Advisors,  Inc.,
         CNL  Financial  Group,  Inc.  and  their  affiliates,  all of which are
         affiliates of the General Partners.

         James M. Seneff, Jr., age 54. Since 1971, Mr. Seneff has been active in
         the  acquisition,  development,  and management of real estate projects
         and, directly or through an affiliated  entity, has served as a general
         partner or co-venturer in over 100 real estate ventures. These ventures
         have involved the financing, acquisition,  construction, and leasing of
         restaurants,  office buildings,  apartment complexes, hotels, and other
         real  estate.  Mr.  Seneff has served as Director  and  Chairman of the
         Board of CNL American Properties Fund, Inc. ("APF"), a public, unlisted
         real estate  investment  trust,  since 1994. Mr. Seneff served as Chief
         Executive  Officer of APF from 1994 through  August 1999 and has served
         as Co-Chief  Executive  Officer of APF since  December 2000. Mr. Seneff
         served as Chairman of the Board and Chief Executive Officer of CNL Fund
         Advisors (the  "Advisor")  until it merged with APF in September  1999,
         and in June 2000, was re-elected to those positions of the Advisor. Mr.
         Seneff is a principal  stockholder  of CNL Holdings,  Inc.,  the parent
         company of CNL Financial  Group,  Inc.  (formerly CNL Group,  Inc.),  a
         diversified real estate company, and has served as a director, Chairman
         of the Board and Chief Executive  Officer of CNL Financial Group,  Inc.
         since its formation in 1980.  CNL Financial  Group,  Inc. is the parent
         company,  either directly or indirectly  through  subsidiaries,  of CNL
         Real Estate Services,  Inc., CNL Capital Markets,  Inc., CNL Investment
         Company and CNL Securities  Corp. Mr. Seneff also serves as a 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. In addition,  he serves as
         a Director,  Chairman of the Board and Chief  Executive  Officer of CNL
         Retirement Properties,  Inc., a public, unlisted real estate investment
         trust and its advisor,  CNL Retirement Corp. Since 1992, Mr. Seneff has
         also  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.  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,  Inc., 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 CNL Bank.  Mr. Seneff
         previously  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,   Florida's  principal
         investment   advisory  and  money  management   agency,   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.

         Robert A.  Bourne,  age 53. Mr.  Bourne has  participated  as a general
         partner or co-venturer in over 100 real estate ventures involved in the
         financing,  acquisition,  construction,  and  leasing  of  restaurants,
         office buildings,  apartment complexes,  hotels, and other real estate.
         Mr.  Bourne is Director and Vice  Chairman of the Board of Directors of
         APF. Mr. Bourne  served as President of APF from 1994 through  February
         1999. He also served as Treasurer  from  February  1999 through  August
         1999 and from May 1994 through December 1994. He also served in various
         executive  positions  with the  Advisor  prior to its  merger  with APF
         including,  President  from 1994 through  September  1997, and Director
         from 1994  through  August 1999.  Mr.  Bourne  serves as President  and
         Treasurer of CNL Financial  Group,  Inc.  (formerly  CNL Group,  Inc.);
         Director,  Vice Chairman of the Board and President of CNL  Hospitality
         Properties,  Inc., a public,  unlisted real estate investment trust; as
         well as, Director and President of CNL Hospitality  Corp., its advisor.
         In  addition,  Mr.  Bourne  serves as  Director  and  President  of CNL
         Retirement Properties,  Inc., a public, unlisted real estate investment
         trust;  as well  as, a  Director  and  President  of its  advisor,  CNL
         Retirement  Corp.  Mr. Bourne also serves as a Director of CNL Bank. 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 also serves as Director,  President
         and Treasurer  for various  affiliates  of CNL  Financial  Group,  Inc.
         including,  CNL  Investment  Company,  CNL  Securities  Corp.  and  CNL
         Institutional  Advisors,  Inc.,  a  registered  investment  advisor for
         pension  plans.  Mr.  Bourne  began his  career as a  certified  public
         accountant employed by Coopers & Lybrand, Certified Public Accountants,
         from 1971 through  1978,  where he attained the position of Tax Manager
         in 1975.  Mr. Bourne  graduated  from Florida State  University in 1970
         where he received a B.A. in Accounting, with honors.

         Curtis B.  McWilliams,  age 45. Mr.  McWilliams  has served as Co-Chief
         Executive  Officer of APF since December 2000 and previously  served as
         Chief  Executive  Officer from  September  1999 through  December 2000.
         Prior to the  acquisition  of the  Advisor,  Mr.  McWilliams  served as
         President of APF from February 1999 until  September  1999.  From April
         1997 to February  1999, he served as Executive  Vice  President of APF.
         Mr. McWilliams  joined CNL Financial Group,  Inc.  (formerly CNL Group,
         Inc.) in April 1997 and served as an  Executive  Vice  President  until
         September 1999. In addition,  Mr. McWilliams served as President of the
         Advisor  and CNL  Financial  Services,  Inc.  from April 1997 until the
         acquisition of such entities by APF in September  1999.  From September
         1983 through March 1997, Mr. McWilliams was employed by Merrill Lynch &
         Co.  The  majority  of his  career at  Merrill  Lynch & Co.  was in the
         Investment Banking division where he served as a Managing Director. Mr.
         McWilliams  received a B.S.E.  in Chemical  Engineering  from Princeton
         University in 1977 and a Master of Business  Administration degree with
         a concentration in finance from the University of Chicago in 1983.

         John T. Walker, age 42. Mr. Walker has served as President of APF since
         September  1999 and as Chief  Operating  Officer since March 1995.  Mr.
         Walker  also  served  as a  board  member  of CNL  Restaurant  Property
         Services,  Inc., a subsidiary of APF from December 1999 until  December
         2000.  Previously,  he served as Executive  Vice  President of APF from
         January  1996 to  September  1999.  Mr.  Walker  joined the  Advisor in
         September  1994, as Senior Vice President  responsible for Research and
         Development.  He served as the Chief  Operating  Officer of the Advisor
         from April 1995 until  September  1999 and as Executive  Vice President
         from January 1996 until  September  1999,  at which time it merged with
         APF.  Mr.  Walker  also  served  as  Executive  Vice  President  of CNL
         Hospitality  Properties,  Inc. and CNL Hospitality Corp.  (formerly CNL
         Hospitality Advisors, Inc.) from 1997 to October 1998. From May 1992 to
         May  1994,   he  was   Executive   Vice   President   for  Finance  and
         Administration  and Chief Financial  Officer of Z Music,  Inc., a cable
         television   network  which  was   subsequently   acquired  by  Gaylord
         Entertainment,  where he was  responsible  for  overall  financial  and
         administrative management and planning. From January 1990 through April
         1992,  Mr.  Walker was Chief  Financial  Officer  of the First  Baptist
         Church in Orlando,  Florida.  From April 1984 through December 1989, he
         was a partner in the  accounting  firm of  Chastang,  Ferrell & Walker,
         P.A.,  where he was the  partner  in  charge  of audit  and  consulting
         services,   and  from   1981  to  1984,   Mr.   Walker   was  a  Senior
         Consultant/Audit Senior at Price Waterhouse.  Mr. Walker is a cum laude
         graduate of Wake Forest University with a Bachelor of Science degree in
         Accountancy and is a certified public accountant.

         Steven  D.  Shackelford,  age  37.  Mr.  Shackelford  was  promoted  to
         Executive  Vice  President and Chief  Financial  Officer of APF in July
         2000. He served as Senior Vice President and Chief Financial Officer of
         APF since January 1997.  Mr.  Shackelford  also served as Secretary and
         Treasurer  of APF  since  September  1999.  He  also  served  as  Chief
         Financial Officer of the Advisor from September 1996 to September 1999.
         From March 1995 to July 1996, Mr.  Shackelford  was a senior manager in
         the national  office of Price  Waterhouse LLP where he was  responsible
         for  advising  foreign  clients  seeking to raise  capital and a public
         listing in the United States.  From August 1992 to March 1995, he was a
         manager  in the  Paris,  France  office  of Price  Waterhouse,  serving
         several multi-national  clients. Mr. Shackelford was an audit staff and
         senior  from  1986 to 1992 in the  Orlando,  Florida  office  of  Price
         Waterhouse.  Mr.  Shackelford  received  a Bachelor  of Arts  degree in
         Accounting, with honors, and a Master of Business Administration degree
         from Florida State University and is a certified public accountant.


Item 11.  Executive Compensation

         Other than as  described in Item 13, the  Partnership  has not paid and
         does  not  intend  to pay any  executive  compensation  to the  General
         Partners or any of their affiliates. There are no compensatory plans or
         arrangements regarding termination of employment or change of control.



<PAGE>


Item 12.  Security Ownership of Certain Beneficial Owners and Management

         As of March 15,  2001,  no person was known to the  Registrant  to be a
         beneficial owner of more than five percent of the Units.

         The following  table sets forth,  as of March 15, 2001,  the beneficial
         ownership interests of the General Partners in the Registrant.

<TABLE>
<CAPTION>
<S><C>

                    Title of Class                           Name of Partner                 Percent of Class
                    --------------                           ---------------                 ----------------

           General Partnership Interests                James M. Seneff, Jr.                           45%
                                                        Robert A. Bourne                               45%
                                                        CNL Realty Corporation                         10%
                                                                                                   --------
                                                                                                      100%
                                                                                                   ========
</TABLE>


         Neither the General  Partners,  nor any of their  affiliates,  owns any
interest in the Registrant, except as noted above.




<PAGE>


Item 13.  Certain Relationships and Related Transactions

         The  table  below   summarizes  the  types,   recipients,   methods  of
computation and amounts of compensation,  fees and distributions paid or payable
by the  Partnership  to the General  Partners and their  affiliates for the year
ended  December 31, 2000,  exclusive of any  distributions  to which the General
Partners or their  affiliates  may be entitled by reason of their  purchase  and
ownership of Units.

<TABLE>
<CAPTION>
<S><C>

                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
          and Recipient                        Method of Computation                  Ended December 31, 2000
----------------------------------     --------------------------------------      ------------------------------

Reimbursement  to affiliates  for      Operating  expenses are reimbursed at       Accounting                and
operating expenses                     the  lower of cost or 90  percent  of       administra-tive     services:
                                       the   prevailing    rate   at   which       $100,929
                                       comparable  services  could have been
                                       obtained   in  the  same   geographic
                                       area.   Affiliates   of  the  General
                                       Partners  from  time  to  time  incur
                                       certain operating  expenses on behalf
                                       of  the  Partnership  for  which  the
                                       Partnership       reimburses      the
                                       affiliates without interest.

Annual, subordinated manage-           One  percent  of  the  sum  of  gross       $-0-
ment fee to affiliates                 operating  revenues  from  Properties
                                       wholly owned by the Partnership plus
                                       the Partnership's allocable share of
                                       gross revenues of joint ventures in
                                       which    the    Partnership    is   a
                                       co-venturer, subordinated to certain
                                       minimum returns to the Limited
                                       Partners. The management fee will
                                       not exceed competitive fees for
                                       comparable   services.   Due  to  the
                                       fact    that     these    fees    are
                                       noncumulative, if the Limited
                                       Partners have not received  their 10%
                                       Preferred Return in any particular
                                       year, no management  fees will be due
                                       or payable for such year.




<PAGE>



                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
         and Recipient                         Method of Computation                  Ended December 31, 2000
---------------------------------      --------------------------------------      ------------------------------

Deferred,    subordinated   real       A deferred,  subordinated real estate       $-0-
estate  disposition  fee payable       disposition  fee,  payable  upon sale
to affiliates                          of  one  or  more  Properties,  in an
                                       amount  equal  to the  lesser  of (i)
                                       one-half of a competitive real
                                       estate commission, or (ii) three
                                       percent of the sales price of such
                                       Property or Properties. Payment of
                                       such  fee   shall  be  made  only  if
                                       affiliates of the General Partners
                                       provide a substantial amount of
                                       services in connection with the sale
                                       of a Property or Properties and
                                       shall be subordinated to certain
                                       minimum returns to the Limited
                                       Partners.  However,  if the net sales
                                       proceeds   are    reinvested   in   a
                                       replacement Property, no such real
                                       estate disposition fee will be
                                       incurred until such replacement
                                       Property   is  sold  and  the  net  sales
                                       proceeds are distributed.

General   Partners'    deferred,       A deferred,  subordinated share equal       $-0-
subordinated       share      of       to   one   percent   of   Partnership
Partnership net cash flow              distributions   of  net  cash   flow,
                                       subordinated to certain minimum
                                       returns to the Limited Partners.

General   Partners'    deferred,       A deferred,  subordinated share equal       $-0-
subordinated       share      of       to  five   percent   of   Partnership
Partnership  net sales  proceeds       distributions   of  such  net   sales
from  a  sale  or  sales  not in       proceeds,   subordinated  to  certain
liquidation of the Partnership         minimum   returns   to  the   Limited
                                       Partners.


<PAGE>



                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
         And Recipient                         Method of Computation                  Ended December 31, 2000
---------------------------------      --------------------------------------      ------------------------------

General   Partners'   share   of       Distributions  of net sales  proceeds       $-0-
Partnership  net sales  proceeds       from   a    sale    or    sales    of
from  a   sale   or   sales   in       substantially      all     of     the
liquidation of the Partnership         Partnership's    assets    will    be
                                       distributed in the following order
                                       or priority: (i) first, to pay all
                                       debts   and    liabilities   of   the
                                       Partnership    and    to    establish
                                       reserves; (ii) second, to Partners
                                       with positive capital account
                                       balances, determined after the
                                       allocation  of net income,  net loss,
                                       gain and loss, in proportion to such
                                       balances, up to amounts sufficient
                                       to reduce such balances to zero; and
                                      (iii) thereafter, 95% to the Limited
                                       Partners and 5% to the General Partners.



</TABLE>



<PAGE>


                                     PART IV


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

(a)      The following documents are filed as part of this report.

         1.   Financial Statements

                  Report of Independent Certified Public Accountants

                  Balance Sheets at December 31, 2000 and 1999

                  Statements  of Income for the years ended  December  31, 2000,
                  1999, and 1998

                  Statements of Partners'  Capital for the years ended  December
                  31, 2000, 1999, and 1998

                  Statements  of Cash  Flows for the years  ended  December  31,
                  2000, 1999, and 1998

                  Notes to Financial Statements

         2.   Financial Statement Schedule

                  Schedule II -Valuation and  Qualifying  Accounts for the years
                  ended December 31, 2000, 1999, and 1998

                  Schedule  III - Real Estate and  Accumulated  Depreciation  at
                  December 31, 2000

                  Notes  to  Schedule   III  -  Real   Estate  and   Accumulated
                  Depreciation at December 31, 2000

                  All other Schedules are omitted as the required information is
                  inapplicable  or is presented in the  financial  statements or
                  notes thereto.

         3.   Exhibits

3.1      Affidavit and Certificate of Limited  Partnership of CNL Income Fund X,
         Ltd. (Included as Exhibit 3.2 to Registration Statement No. 33-35049 on
         Form S-11 and incorporated herein by reference.)

4.1      Affidavit and Certificate of Limited  Partnership of CNL Income Fund X,
         Ltd. (Included as Exhibit 3.2 to Registration Statement No. 33-35049 on
         Form S-11 and incorporated herein by reference.)

4.2      Amended and  Restated  Agreement of Limited  Partnership  of CNL Income
         Fund X, Ltd. (Included as Exhibit 3.3 to Post-Effective Amendment No. 4
         to Registration  Statement No.  33-35049 on Form S-11 and  incorporated
         herein by reference.)

10.1     Management Agreement between CNL Income Fund X, Ltd. and CNL Investment
         Company  (Included  as  Exhibit  10.1  to  Form  10-K  filed  with  the
         Securities and Exchange  Commission on March 17, 1998, and incorporated
         herein by reference.)

10.2     Assignment of Management  Agreement from CNL Investment  Company to CNL
         Income Fund Advisors, Inc. (Included as Exhibit 10.2 to Form 10-K filed
         with the  Securities  and Exchange  Commission  on March 30, 1995,  and
         incorporated herein by reference.)


<PAGE>


10.3     Assignment of Management Agreement from CNL Income Fund Advisors,  Inc.
         to CNL Fund Advisors, Inc. (Included as Exhibit 10.3 to Form 10-K filed
         with the  Securities  and  Exchange  Commission  on April 1, 1996,  and
         incorporated herein by reference.)



(b)      The  Registrant  filed no reports on Form 8-K during the period October
         1, 2000 through December 31, 2000.

<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 29th day of
March, 2001.

                             CNL INCOME FUND X, LTD.

                             By:      CNL REALTY CORPORATION
                                      General Partner

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


                             By:      ROBERT A. BOURNE
                                      General Partner

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


                             By:      JAMES M. SENEFF, JR.
                                      General Partner

                                      /s/ James M. Seneff, Jr.
                                      -----------------------------------
                                      JAMES M. SENEFF, JR.




<PAGE>




         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S><C>

               Signature                                  Title                                  Date



/s/ Robert A. Bourne                     President,   Treasurer   and   Director            March 29, 2001
------------------------------------
Robert A. Bourne                         (Principal   Financial  and  Accounting
                                         Officer)

/s/ James M. Seneff, Jr.                 Chief  Executive  Officer and  Director            March 29, 2001
------------------------------------
James M. Seneff, Jr.                     (Principal Executive Officer)

</TABLE>


<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  Years Ended December 31, 2000, 1999, and 1998

<TABLE>
<CAPTION>
<S><C>

                                                     Additions                           Deductions
                                          ---------------------------------    -------------------------------
                                                                                                          Collected
                                                                                                          or Deter-
                                   Balance at       Charged to       Charged to           Deemed          mined to       Balance
                                    Beginning       Costs and           Other           Uncollec-          be Col-       at End
  Year          Description          of Year         Expenses         Accounts            tible           lectible       of Year
----------    -----------------   --------------  ---------------  ----------------    -------------     ------------  ------------

----------
  1998        Allowance for
                  doubtful
                  accounts (a)                $                $                 $                $ (c)            $             $
                                        255,449               --           290,844 (b)       38,727            1,335       506,231
----------                        ==============  ===============  ================    =============     ============  ============

----------
  1999        Allowance for
                  doubtful
                  accounts (a)                $                $                 $ (b)            $ (c)            $             $
                                        506,231               --           138,445          482,523           38,029       124,124
----------                        ==============  ===============  ================    =============     ============  ============

----------
  2000        Allowance for
                  doubtful
                  accounts (a)        $ 124,124          $    --        $  182,864 (b)    $   1,989 (c)     $ 17,098     $ 287,901
----------                        ==============  ===============  ================    =============     ============  ============

</TABLE>


(a)      Deducted  from  receivables  and accrued  rental  income on the balance
         sheet.

(b)      Reduction of rental, earned and other income.

(c)      Amounts written off as uncollectible.

<TABLE>
<CAPTION>
<S><C>
                                                                                     Costs Capitalized
                                                                                     Subsequent To
                                                           Initial Cost              Acquisition
                                            ----------------------------- --------------------
                              Encum-                         Buildings and Improve-    Carrying
                             brances             Land         Improvements  ments      Costs
                            -----------     ---------------  ------------ -----------  -------
Properties the Partnership
  has Invested in Under
  Operating Leases:

    Boston Market:
      Homewood, Alabama         -                 $597,907             -           -        -

    Burger King Restaurants:
      Hendersonville, North Caro-ina               222,632       568,573           -        -
      Irondequoit, New York     -                  383,359       554,084           -        -

    Denny's Restaurants:
      Fremont, Ohio             -                  160,896             -     273,700        -
      Detroit, Michigan         -                  285,842             -           -        -
      Spartanburg, South Carolin-                  287,959             -           -        -

    Golden Corral Family
      Steakhouse Restaurants:
          Austin, Texas         -                  592,837             -   1,106,384        -
          Austin, Texas         -                  711,354             -   1,124,040        -
          Las Cruces, New Mexico-                  580,655       920,521           -        -
          Freemont, Nebraska                       203,166     1,054,051           -        -

    Hardee's Restaurants:
      Pace, Florida             -                  174,850             -           -        -
      Jacksonville, Florida     -                  326,972             -           -        -
      Centerville, Tennnessee   -                  130,494             -           -        -

    Jack in the Box Restaurants:
      Desloge, Missouri         -                  276,701             -           -        -
      San Antonio, Texas        -                  327,322             -           -        -
      San Marcos, Texas         -                  427,386             -     592,943        -
      Missouri City, Texas      -                  348,646             -           -        -
      Pasadena, Texas           -                  202,393             -           -        -

    Long John Silver's Restaurants:
      Alamogordo, New Mexico    -                  157,401             -           -        -
      Las Cruces, New Mexico    -                  222,778             -           -        -

    Perkins Restaurant:
      Ft. Pierce, Florida (k)   -                  487,752             -     567,923        -

    Pizza Hut Restaurants:
      Bozeman, Montana          -                   99,879       224,614           -        -
      Sidney, Montana                              101,690             -           -        -
      Livingston, Montana       -                   71,989       161,211           -        -
      Laurel, Montana                              109,937       255,060           -        -

    Shoney's Restaurants:
      Greenville, North Carolina-                  323,573       515,134           -        -
      North Richland Hills, Texa-                  513,032             -     420,219        -
      Pelham, Alabama                              410,448             -     427,317        -
                                            ---------------                            -------
                                                             ------------ -----------

                                                $8,739,850    $4,253,248  $4,512,526        -
                                            ===============  ============ ===========  =======
Properties of Joint Venture in
   Which the Partnership has a
   50% Interest and has Invested
   in Under Operating Leases:

    Burger King Restaurants:
      Greensboro, North Carolina-                 $338,800      $650,109           -        -
      Metairie, Louisiana       -                  429,883       342,455           -        -
      Lafayette, Louisiana      -                  350,932       773,129           -        -
      Nashua, New Hampshire     -                  514,815       838,536           -        -
      Pontiac, Illinois         -                  203,095       719,226           -        -
      Dover, New Hampshire      -                  406,259       998,023           -        -
                                            ---------------                            -------
                                                             ------------ -----------

                                                $2,243,784    $4,321,478           -        -
                                            ===============  ============ ===========  =======

Property  of  Joint   Venture  in
   Which  the  Partnership  has a
   10.51%    Interest   and   has
   Invested in Under an Operating
   Lease:

Burger King Restaurant:
      Ashland, New Hampshire    -                 $293,478      $997,104           -        -
                                            ===============  ============ ===========  =======

Property in Which the Partnership
   has a 13% Interest as Tenants-
   in-Common  and has Invested in
   Under an Operating Lease:

Golden Corral Family
      Steakhouse Restaurant:
          Clinton, North Carolin-                 $138,382      $676,588           -        -
                                            ===============  ============ ===========  =======

Property  in  Which  the  Parner-
   ship has a 6.69%  Interest  as
   Tenants-in-Common    and   has
   Invested in Under an Operating
   Lease:

    Chevy's Fresh Mex
      Miami, Florida            -                 $976,357      $974,016           -        -
                                            ===============  ============ ===========  =======

Property  of  Joint   Venture  in
   Which  the  Partnership  has a
   69.06%    Interest   and   has
   Invested in Under an Operating
   Lease:

    Burger King Restaurant:
      Ocean Shores, Washington  -                 $351,015             -           -        -
                                            ===============  ============ ===========  =======

Property  of  Joint   Venture  in
   Which  the  Partnership  has a
   52%  Interest and has Invested
   in Under an Operating Lease:

    IHOP Restaurant:
      Peoria, Arizona           -                 $466,182             -           -        -
                                            ===============  ============ ===========  =======

Properties the Partnership
   has Invested in Under
   Direct Financing Leases:

    Burger King Restaurants:
        Ashland Ohio            -                 $190,695      $724,348           -        -
        Allegan, Michigan       -                   91,238             -     418,782        -

    Denny's Restaurants:
        Detroit, Michigan       -                        -       752,829           -        -
        Spartanburg,
             South Carolina     -                        -       529,410           -        -

    Hardee's Restaurants:
        Pace, Florida           -                        -       467,272           -        -
        Jacksonville, Florida   -                        -       405,985           -        -
        Hohenwald, Tennessee    -                   49,201       376,415           -        -
        Ravenna, Ohio           -                  114,244       496,032           -        -
        New Bethlehem, Pennsylva-ia                135,929       452,507           -        -
        Morristown, Tennessee   -                  131,289       456,925           -        -
        Centerville, Tennessee  -                        -       348,032           -        -

    Jack in the Box Restaurants:
        Desloge, Missouri       -                        -       630,981           -        -
        San Antonio, Texas      -                        -             -     206,031        -
        Nampa, Idaho            -                  151,574       584,533           -        -
        Missouri City, Texas    -                        -       619,686           -        -
        Pasadena, Texas         -                        -       575,429           -        -

    Long John Silver's Restaurants:
        Alamogordo, New Mexico  -                        -       275,270      20,204        -
        Las Cruces, New Mexico  -                        -       318,378      57,828        -

    Pizza Hut Restaurants:
        Glasgow, Montana        -                   57,482       266,726           -        -
        Sidney, Montana         -                        -       291,238           -        -

                                            ---------------  ------------ -----------
                                                  $921,652    $8,571,996    $702,845        -
                                            ===============  ============ ===========  -------

Property of Joint Venture in
   Which the Partnership has
   a 40.95% Interest and has Invested
   in Under Direct Financing Lease:

    Hardee's Restaurant:
        Williston, Florida      -                 $150,143             -    $499,071        -
                                            ===============  ============ ===========  =======

Property of Joint Venture in
   Which the Partnership has
   a 69.06% Interest and has Invested
   in Under Direct Financing Lease:

    Burger King Restaurant:
      Ocean Shores, Washington  -                        -      $810,902           -        -
                                            ===============  ============ ===========  =======

Property of Joint Venture in
   Which the Partnership has
   a 52% Interest and has Invested
   in Under Direct Financing Lease:

    IHOP Restaurant:
      Peoria, Arizona           -                        -    $1,121,633           -        -
                                            ===============  ============ ===========  =======




                                                                              Life on Which
                 Gross Amount at Which                                        Depreciation in
               Carried at Close of Period (c)            Date                 Latest Income
-----------------------------------------
               Buildings and               Accumulated  of Con-    Date       Statement is
    Land       Improvements     Total      Depreciation structionAcquired       Computed
-------------  ------------  ------------  -----------  -------  ---------    -------------


                                                                                  (b)


    $597,907             -      $597,907            -    1997     10/97           (l)


     222,632       568,573       791,205       59,048    1986     11/91           (j)
     383,359       554,084       937,443       57,543    1986     11/91           (j)


     160,896       273,700       434,596       68,303    1992     12/91           (g)
     285,842            (f)      285,842            -    1992     02/92           (d)
     287,959            (f)      287,959            -    1992     03/92           (d)



     592,837     1,106,384     1,699,221      324,337    1992     12/91           (b)
     711,354     1,124,040     1,835,394      322,636    1992     12/91           (b)
     580,655       920,521     1,501,176      265,480    1992     05/92           (b)
     203,166     1,054,051     1,257,217       61,679    1998     03/99           (b)


     174,850            (f)      174,850            -    1992     01/92           (d)
     326,972            (f)      326,972            -    1990     02/92           (d)
     130,494            (f)      130,494            -    1991     02/92           (d)


     276,701            (f)      276,701            -    1991     12/91           (d)
     327,322            (f)      327,322            -    1992     02/92           (d)
     427,386       592,943     1,020,329       36,159    1998     10/98           (b)
     348,646            (f)      348,646            -    1991     04/92           (d)
     202,393            (f)      202,393            -    1991     04/92           (d)


     157,401            (f)      157,401            -    1977     03/92           (d)
     222,778            (f)      222,778            -    1975     03/92           (d)


     487,752       567,923     1,055,675      100,934    1992     01/92           (h)


      99,879       224,614       324,493       65,230    1976     03/91           (b)
     101,690            (f)      101,690            -    1985     03/91           (d)
      71,989       161,211       233,200       46,817    1979     03/91           (b)
     109,937       255,060       364,997       74,072    1985     03/91           (b)


     323,573       515,134       838,707      157,222    1987     11/91           (b)
     513,032       420,219       933,251      123,111    1992     12/91           (b)
     410,448       427,317       837,765      128,156    1992     01/92           (b)
-------------  ------------  ------------  -----------

  $8,739,850    $8,765,774   $17,505,624   $1,890,727
=============  ============  ============  ===========






    $338,800      $650,109      $988,909     $189,808    1990     03/92           (b)
     429,883       342,455       772,338       99,984    1990     03/92           (b)
     350,932       773,129     1,124,061      225,725    1989     03/92           (b)
     514,815       838,536     1,353,351      244,822    1987     03/92           (b)
     203,095       719,226       922,321      209,988    1988     03/92           (b)
     406,259       998,023     1,404,282      291,385    1987     03/92           (b)
-------------
-------------  ------------  ------------  -----------

  $2,243,784    $4,321,478    $6,565,262   $1,261,712
=============  ============  ============  ===========







    $293,478      $997,104    $1,290,582     $274,271    1987     10/92           (b)
=============  ============  ============  ===========








    $138,382      $676,588      $814,970     $111,380    1996     01/96           (b)
=============  ============  ============  ===========







    $976,357      $974,016    $1,950,373      $97,491    1995     12/97           (b)
=============  ============  ============  ===========







    $351,015            (f)     $351,015            -    1998     01/99           (d)
=============  ============  ============  ===========







    $466,182            (f)     $466,182            -    1998     11/99           (d)
=============  ============  ============  ===========






          (f)           (f)           (f)           -    1988     11/91           (e)
          (f)           (f)           (f)           -    1992     04/92           (e)


           -            (f)           (f)           -    1992     02/92           (d)

           -            (f)           (f)           -    1992     03/92           (d)


           -            (f)           (f)           -    1992     01/92           (d)
           -            (f)           (f)           -    1990     02/92           (d)
          (f)           (f)           (f)           -    1991     02/92           (e)
          (f)           (f)           (f)           -    1991     04/92           (e)
          (f)           (f)           (f)           -    1991     04/92           (e)
          (f)           (f)           (f)           -    1991     04/92           (e)
           -            (f)           (f)           -    1991     02/92           (d)


           -            (f)           (f)           -    1991     12/91           (d)
           -            (f)           (f)           -    1992     12/91           (d)
          (f)           (f)           (f)           -    1991     12/92           (e)
           -            (f)           (f)           -    1991     04/92           (d)
           -            (f)           (f)           -    1991     04/92           (d)


           -            (f)           (f)           -    1977     03/92           (d)
           -            (f)           (f)           -    1975     03/92           (d)


          (f)           (f)           (f)           -    1985     03/91           (e)
           -            (f)           (f)           -    1985     03/91           (d)









          (f)           (f)           (f)           -    1993     12/92           (e)







          (f)           (f)           (f)           -    1998     01/99           (d)







          (f)           (f)           (f)           -    1998     11/99           (d)



</TABLE>




<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

               NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                                  DEPRECIATION

                                December 31, 2000

(a)      Transactions in real estate and accumulated  depreciation  during 2000,
         1999, and 1998, are summarized as follows:

<TABLE>
<CAPTION>
<S><C>
                                                                                        Accumulated
                                                                        Cost           Depreciation
                                                                  -----------------   ----------------
               Properties the Partnership has
                  Invested in Under Operating Leases:

                      Balance, December 31, 1997                     $  16,823,146       $  1,113,247
                      Acquisitions                                       1,020,329                 --
                      Dispositions                                        (833,323 )          (43,281 )
                      Reclassify as operating lease                      1,913,380                 --
                      Depreciation expense (k)(l)                               --            259,866
                                                                  -----------------   ----------------

                      Balance, December 31, 1998                        18,923,532          1,329,832
                      Acquisition                                        1,257,217                 --
                      Disposition                                         (868,130 )               --
                      Depreciation expense                                      --            325,062
                                                                  -----------------   ----------------

                      Balance, December, 31 1999                        19,312,619          1,654,894
                      Disposition                                       (1,806,995 )          (81,658 )
                      Depreciation expense                                      --            317,491
                                                                  -----------------   ----------------

                      Balance, December, 31 2000                     $  17,505,624       $  1,890,727
                                                                  =================   ================

               Properties of Joint Venture in Which
                  the Partnership has a 50% Interest
                  and has Invested in Under Operating
                  Leases:

                      Balance, December 31, 1997                      $  6,565,262        $   829,564
                      Depreciation expense                                      --            144,050
                                                                  -----------------   ----------------

                      Balance, December 31, 1998                         6,565,262            973,614
                      Depreciation expense                                      --            144,049
                                                                  -----------------   ----------------
                                                                                      ----------------

                      Balance, December 31, 1999                         6,565,262          1,117,663
                      Depreciation expense                                      --            144,049
                                                                  -----------------
                                                                                      ----------------

                      Balance, December 31, 2000                      $  6,565,262       $  1,261,712
                                                                  =================   ================

</TABLE>

<TABLE>
<CAPTION>
<S><C>
<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

               NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 2000

                                                                                        Accumulated
                                                                        Cost           Depreciation
                                                                  -----------------   ----------------

               Property of  Joint  Venture  in Which
                    the  Partnership  has  a  10.51%
                    Interest  and  has  Invested  in
                    Under an Operating Lease:

                      Balance, December 31, 1997                      $  1,290,582         $  174,472
                      Depreciation expense                                      --             33,327
                                                                  -----------------   ----------------

                      Balance, December 31, 1998                         1,290,582            207,799
                      Depreciation expense                                      --             33,236
                                                                  -----------------   ----------------

                      Balance, December 31, 1999                         1,290,582            241,035
                      Depreciation expense                                      --             33,236
                                                                  -----------------   ----------------

                      Balance, December 31, 2000                      $  1,290,582         $  274,271
                                                                  =================   ================

               Property of  Joint  Venture  in Which
                    the  Partnership  has  a  69.06%
                    Interest  and  has  Invested  in
                    Under an Operating Lease:

                     Balance, December 31, 1998                            $    --            $    --
                     Acquisition                                           351,015                 --
                     Depreciation expense (d)                                   --                 --
               =======================================             ----------------    ---------------

                     Balance, December 31, 1999                            351,015                 --
                     Depreciation expense (d)                                   --                 --
               =======================================             ----------------    ---------------

                     Balance, December 31, 2000                         $  351,015            $    --
               =======================================             ================    ===============

               Property of  Joint  Venture  in Which
                    the   Partnership   has   a  52%
                    Interest  and  has  Invested  in
                    Under Operating Leases:


                     Balance, December 31, 1998                            $    --            $    --
               =======================================
                     Acquisition                                           466,182                 --
                     Depreciation (d)                                           --                 --
               =======================================             ----------------    ---------------
                     Balance, December 31, 1999                            466,182                 --
                     Depreciation expense (d)                                   --                 --
               =======================================             ----------------    ---------------

                     Balance, December 31, 2000                         $  466,182            $    --
               =======================================             ================    ===============

</TABLE>


<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

               NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 2000


<TABLE>
<CAPTION>
<S><C>
                                                                                          Accumulated
                                                                         Cost             Depreciation
                                                                    ----------------    -----------------

               Property in Which the Partnership has
                    a 13%  Interest  as  Tenants-in-
                    Common and has Invested in Under
                    an Operating Lease:

                     Balance, December 31, 1997                         $   814,970          $    43,721
                     Depreciation expense                                        --               22,553
                                                                   -----------------   ------------------

                     Balance, December 31, 1998                             814,970               66,274
                     Depreciation expense                                        --               22,553
                                                                   -----------------   ------------------

                     Balance, December 31, 1999                             814,970               88,827
                     Depreciation expense                                        --               22,553
                                                                   -----------------   ------------------

                     Balance, December 31, 2000                         $   814,970          $   111,380
                                                                   =================   ==================

               Property in Which the Partnership has
                    a 6.69%  Interest as Tenants-in-
                    Common and has Invested in Under
                    an Operating Lease:

                     Balance, December 31, 1997                        $  1,950,373            $      89
                     Depreciation expense                                        --               32,467
                                                                   -----------------   ------------------

                     Balance, December 31, 1998                           1,950,373               32,556
                     Depreciation expense                                        --               32,467
                                                                   -----------------   ------------------

                     Balance, December 31, 1999                           1,950,373               65,023
                     Depreciation expense                                        --               32,468
                                                                   -----------------   ------------------

                     Balance, December 31, 2000                        $  1,950,373          $    97,491
                                                                   =================   ==================
</TABLE>

(b)      Depreciation  expense is computed for buildings and improvements  based
         upon estimated lives of 30 years.

(c)      As of December 31, 2000, the aggregate cost of the Properties  owned by
         the  Partnership   and  its   consolidated   joint  venture,   and  the
         unconsolidated  joint  ventures  for federal  income tax  purposes  was
         $28,408,360  and  $14,018,133,  respectively.  All  of the  leases  are
         treated as operating leases for federal income tax purposes.

(d)      For financial reporting purposes,  the portion of the lease relating to
         the building has been recorded as a direct financing lease. The cost of
         the building has been included in net  investment  in direct  financing
         leases; therefore, depreciation is not applicable.



<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

              NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 2000


(e)      For financial reporting  purposes,  the lease for the land and building
         has been recorded as a direct financing lease. The cost of the land and
         building  has been  included  in net  investment  in  direct  financing
         leases; therefore, depreciation is not applicable.

(f)      For  financial  reporting  purposes,  certain  components  of the lease
         relating to land and building have been recorded as a direct  financing
         lease.  Accordingly,  costs relating to these  components of this lease
         are not shown.

(g)      Effective  January 1, 1994,  the lease for this  Property  was amended,
         resulting in the  reclassification of the building portion of the lease
         to an operating  lease. The building was recorded at net book value and
         depreciated  over its  remaining  estimated  life of  approximately  28
         years.

(h)      Effective  March 1,  1996,  the lease for this  Property  was  amended,
         resulting in the  reclassification of the building portion of the lease
         to an operating  lease. The building was recorded at net book value and
         depreciated over its remaining life of approximately 26 years.

(i)      Effective  October 1, 1998, the lease for this Property was terminated,
         resulting in the  reclassification of the building portion of the lease
         to an operating  lease. The building was recorded at net book value and
         depreciated over its remaining useful life of approximately 23 years.

(j)      Effective  August 1, 1998,  the lease for this  Property  was  amended,
         resulting in the  reclassification of the building portion of the lease
         as an operating  lease. The building was recorded at net book value and
         depreciated over its remaining estimate life of approximately 23 years.

(k)      For financial reporting purposes the undepreciated cost of the Property
         in Ft.  Pierce,  Florida,  was reduced to its estimated net  realizable
         value due to an impairment in value.  The  Partnership  recognized  the
         impairment  by recording an allowance  for loss on assets in the amount
         of $287,275 at December 31, 2000.  The  impairment at December 31, 2000
         represented  the difference  between the Property's  carrying value and
         the net realizable value of the Property at December 31, 2000. The cost
         of the Property presented on this schedule is the gross amount at which
         the Property was carried at December 31, 2000,  excluding the allowance
         for loss on assets.















                                    EXHIBITS




<PAGE>




                                  EXHIBIT INDEX


Exhibit Number


3.1      Affidavit and Certificate of Limited  Partnership of CNL Income Fund X,
         Ltd. (Included as Exhibit 3.2 to Registration Statement No. 33-35049 on
         Form S-11 and incorporated herein by reference.)

4.1      Affidavit and Certificate of Limited  Partnership of CNL Income Fund X,
         Ltd. (Included as Exhibit 3.2 to Registration Statement No. 33-35049 on
         Form S-11 and incorporated herein by reference.)

4.2      Amended and  Restated  Agreement of Limited  Partnership  of CNL Income
         Fund X, Ltd. (Included as Exhibit 3.3 to Post-Effective Amendment No. 4
         to Registration  Statement No.  33-35049 on Form S-11 and  incorporated
         herein by reference.)

10.1     Management Agreement between CNL Income Fund X, Ltd. and CNL Investment
         Company  (Included  as  Exhibit  10.1  to  Form  10-K  filed  with  the
         Securities and Exchange  Commission on March 17, 1998, and incorporated
         herein by reference.)

10.2     Assignment of Management  Agreement from CNL Investment  Company to CNL
         Income Fund Advisors, Inc. (Included as Exhibit 10.2 to Form 10-K filed
         with the  Securities  and Exchange  Commission  on March 30, 1995,  and
         incorporated herein by reference.)

10.3     Assignment of Management Agreement from CNL Income Fund Advisors,  Inc.
         to CNL Fund Advisors, Inc. (Included as Exhibit 10.3 to Form 10-K filed
         with the  Securities  and  Exchange  Commission  on April 1, 1996,  and
         incorporated herein by reference.)