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, 1998

                                       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 0-20017

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

                  Florida                              59-3004138
      (State or other jurisdiction of     (I.R.S. Employer Identification No.)
      incorporation or organization)

                              400 East South Street
                             Orlando, Florida 32801
          (Address of principal executive offices, including zip code)

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

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

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

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

              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 3,500,000 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 IX, 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 March 20, 1991, the Partnership offered
for sale up to  $35,000,000  in  limited  partnership  interests  (the  "Units")
(3,500,000  Units each at $10 per Unit) pursuant to a registration  statement on
Form S-11 under the Securities Act of 1933, as amended.  The offering terminated
on September 6, 1991, at which date the maximum offering proceeds of $35,000,000
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,  totalled
$30,800,000,  and were used to acquire 41  Properties,  including 13  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, 1997,  the  Partnership  sold its  Property in  Alpharetta,
Georgia,  and reinvested  the net sales proceeds in an IHOP Property  located in
Englewood,   Colorado,   with  an   affiliate  of  the  General   Partners,   as
tenants-in-common.  As a result of the above  transactions,  as of December  31,
1998,  the  Partnership  owned 41 Properties,  including 13 Properties  owned by
joint ventures in which the  Partnership is a co-venturer and one Property owned
with an  affiliate  as  tenants-in-common.  In  February  and  March  1999,  the
Partnership  sold  two  Properties,  one in  Corpus  Christi,  Texas  and one in
Rochester, New York,  respectively.  The Partnership intends to reinvest the net
sales proceeds from these sales in additional Properties. The Partnership leases
the  Properties  on a  triple-net  basis with the  lessees  responsible  for all
repairs and maintenance, property taxes, insurance and utilities.

         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. APF has agreed to issue shares of its
common stock, par value $0.01 per share (the "APF Shares"), as consideration for
the Merger.  At a special meeting of the partners that is expected to be held in
the third  quarter  of 1999,  Limited  Partners  holding in excess of 50% of the
Partnership's  outstanding limited partnership interests must approve the Merger
prior to consummation of the transaction. If the Limited Partners at the special
meeting approve the Merger,  APF will own the Properties and other assets of the
Partnership. See Item 8.
Financial Statements and Supplementary Data -- Note 10. Subsequent Event.

         In the event that the Limited  Partners  vote  against the Merger,  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.

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. The leases of the Properties owned by the Partnership, the
joint  ventures in which the  Partnership  is a co-venturer  and the  Properties
owned with affiliates as tenants-in-common,  generally provide for initial terms
ranging from 10 to 20 years (the  average  being 17 years),  and expire  between
2005  and  2017.  The  leases  are  on a  triple-net  basis,  with  the  lessees
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 $51,500 to
$171,400.  In addition,  generally 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 third 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.  Certain  lessees  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.  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, a tenant,  Brambury  Associates  filed for  bankruptcy and
rejected the lease  relating to one of their two leases and ceased making rental
payments to the  Partnership on the rejected  lease.  The  Partnership  will not
recognize  rental and earned  income  from this  Property  until a new tenant is
located  or until  the  Property  is sold and the  proceeds  from  such sale are
reinvested in an additional Property. The lost revenues resulting from the lease
that was rejected  could have an adverse  effect on the results of operations of
the  Partnership  if the  Partnership  is unable to re-lease  the  Property in a
timely manner. The General Partners are currently seeking either a new tenant or
purchaser for the Property with the rejected lease.  The  Partnership  continued
receiving  rental payments on the lease that was not rejected and in March 1999,
the Partnership sold this Property to a third party. The Partnership  intends to
reinvest the net sales proceeds in an additional Property.

         During 1998, four of the Partnership's  leases, were amended to provide
for rent reductions from August 1998 through the end of the lease term. However,
the General Partners do not anticipate that any decrease in rental income due to
these rent reductions  relating to the Properties will have a material effect on
the Partnership's financial position or results of operations.

         During 1994, the leases relating to the Properties in Blufton, Alliance
and North  Baltimore,  Ohio were  amended to provide  for the payment of reduced
annual base rent with no scheduled rent increases.  However, the lease amendment
provided  for lower  percentage  rent  breakpoints,  as compared to the original
lease agreement,  a change that was designed to result in higher percentage rent
payments at any time that percentage  rent became payable.  In accordance with a
provision in the  amendments,  as a result of the former  tenant  assigning  the
leases to a new tenant during 1998,  the rents under the assigned lease reverted
back to those that were required under the original lease agreements.

Major Tenants

         During 1998, five of the Partnership's  lessees (or group of affiliated
lessees),  (i) Carrols Corporation,  (ii) TPI Restaurants,  Inc., (iii) Flagstar
Enterprises,  Inc., (iv) Burger King Corporation and BK Acquisition, Inc. (which
are affiliated entities under common control) (hereinafter referred to as Burger
King Corp.) and (v) Golden Corral  Corporation,  each  contributed more than ten
percent of the  Partnership's  total rental income  (including the Partnership's
share of  rental  income  from 13  Properties  owned by joint  ventures  and one
Property  owned  as  tenants-in-common).   As  of  December  31,  1998,  Carrols
Corporation  was the lessee  under  leases  relating  to four  restaurants,  TPI
Restaurants,  Inc.  was the lessee under  leases  relating to five  restaurants,
Flagstar  Enterprises,  Inc.  was  the  lessee  under  leases  relating  to five
restaurants,  Burger King Corp.  was the lessee under leases  relating to the 13
restaurants owned by joint ventures and Golden Corral Corporation was the lessee
under leases relating to two restaurants.  It is anticipated  that, based on the
minimum rental payments required by the leases,  these five lessees or groups of
affiliated lessees each will continue to contribute more than ten percent of the
Partnership's total rental income in 1999. In addition,  four Restaurant Chains,
Burger King, Hardee's,  Shoney's and Golden Corral Family Steakhouse Restaurants
("Golden Corral"), each accounted for more than ten percent of the Partnership's
total rental income during 1998 (including the Partnership's share of the rental
income from 13  Properties  owned by joint  ventures and one  Property  owned as
tenants-in-common). In 1999, it is anticipated that these four Restaurant Chains
each will  continue  to account  for more than ten  percent of the total  rental
income to which the  Partnership is entitled under the terms of its 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.  No single  tenant  or group of  affiliated  tenants  lease
Properties with an aggregate  carrying  value,  excluding  acquisition  fees and
certain acquisition expenses, in excess of 20 percent of the total assets of the
Partnership.

Joint Venture Arrangements

         The   Partnership   has  entered  into  three  separate  joint  venture
arrangements,  CNL Restaurant Investments II, CNL Restaurant Investments III and
Ashland Joint Venture,  with affiliates of the General  Partners to purchase and
hold 13 Properties.

         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 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 II's and CNL Restaurant  Investments  III's
joint venture  agreements do not provide a fixed term, but continue in existence
until  terminated  by any of the joint  venturers.  Ashland Joint Venture has an
initial  term of 30  years  and,  after  the  expiration  of the  initial  term,
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 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  II, CNL
Restaurant  Investments  III and Ashland Joint Venture is distributed  45.2%, 50
percent  and  27.33%,  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,  in July 1997, the
Partnership   entered   into  an   agreement   to  hold  an  IHOP   Property  as
tenants-in-common  with an  affiliate  of the General  Partners.  The  agreement
provides  for the  Partnership  and the  affiliate  to share in the  profits and
losses of the Property in proportion to each co-venturer's  percentage interest.
The Partnership owns a 67 percent interest in this 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.  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.

Employees

         The  Partnership   has  no  employees.   The  officers  of  CNL  Realty
Corporation  and the officers and employees 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 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, 1998,  the  Partnership  owned,  either  directly or
through  joint  venture  arrangements,  41  Properties,  located  in 17  states.
Reference  is made to the Schedule of Real Estate and  Accumulated  Depreciation
filed  with this  report 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 21,400
to 169,800  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.

         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
2,100 to 10,600 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.

         Generally,  a  lessee  is  required,  under  the  terms  of  its  lease
agreement,  to make such capital  expenditures as may be reasonably necessary to
refurbish  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.

         Leases  with Major  Tenants.  The terms of each of the leases  with the
Partnership's  major  tenants as of December  31,  1998 (see Item 1.  Business -
Major  Tenants),  are  substantially  the  same as  those  described  in Item 1.
Business - Leases.

         Carrols  Corporation  leases four Burger King restaurants.  The initial
term of each lease is 20 years  (expiring in 2011) and the average  minimum base
annual rent is approximately  $104,800  (ranging from  approximately  $98,200 to
$121,200).

         TPI Restaurants,  Inc. leases four Shoney's restaurants and one Captain
D's  restaurant.  The initial term of each lease is 15 years  (expiring in 2006)
and the average minimum base annual rent is approximately  $97,500 (ranging from
approximately $56,200 to $140,800).

         Flagstar  Enterprises,  Inc.  leases  five  Hardee's  restaurants.  The
initial  term of each  lease is 20 years  (expiring  in  2011)  and the  average
minimum base annual rent is approximately  $65,900  (ranging from  approximately
$46,000 to $83,600).

         Burger  King  Corporation  leases 13 Burger  King  restaurants  with an
initial  term of 14 years  (expiring  between  2005 and  2006)  and the  average
minimum base annual rent is approximately  $103,700 (ranging from  approximately
$73,800 to $134,100).

         Golden Corral  Corporation leases two Golden Corral restaurants with an
initial term of 15 years  (expiring in 2005) and the average minimum base annual
rent  is  approximately   $164,500  (ranging  from  approximately   $157,500  to
$171,400).

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


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 a party to, or
subject to, any material pending legal proceedings.


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

         Not applicable.


                                     PART II


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

         As of March 11, 1999,  there were 3,390 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.  Limited  Partners who wish to sell
their  Units  may  offer  the  Units  for  sale  pursuant  to the  Partnership's
distribution  reinvestment  plan (the "Plan"),  and Limited Partners who wish to
have their  distributions  used to acquire additional Units (to the extent Units
are  available  for  purchase),  may do so  pursuant  to such Plan.  The General
Partners have the right to prohibit  transfers of Units.  From inception through
December 31, 1998, 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 1998 and 1997 other than
pursuant to the Plan, net of commissions.
<TABLE>
<CAPTION>

                                                   1998 (1)                                1997 (1)
                                       ----------------------------------      ----------------------------------
                                        High         Low        Average         High         Low        Average
                                       -------     --------    ----------      --------    --------    ----------
<S> <C>
         First Quarter                 $ 9.56       $ 9.11        $ 9.27        $ 9.50      $ 8.35        $ 9.12
         Second Quarter                  9.50         8.74          9.24         10.00        8.10          9.10
         Third Quarter                  10.00         9.10          9.49          9.50        7.90          9.04
         Fourth Quarter                  9.30         8.15          8.52           (2)         (2)           (2)
</TABLE>

(1)      A total of 26,620 and 22,979 Units were transferred other than pursuant
         to  the  Plan  for  the  years  ended   December  31,  1998  and  1997,
         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,  1998 and  1997,  the  Partnership
declared  cash   distributions  in  the  aggregate  amounts  of  $3,220,004  and
$3,150,004,  respectively,  to the Limited  Partners.  During the quarter  ended
March 31, 1998, the Partnership declared a special  distributions to the Limited
Partners of $70,000,  which represented cumulative excess operating reserves. No
amounts  distributed to partners for the years ended December 31, 1998 and 1997,
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.  As  indicated in the chart below,  these  distributions  were
declared  at the close of each of the  Partnership's  calendar  quarters.  These
amounts include monthly  distributions  made in arrears for the Limited Partners
electing to receive such distributions on this basis.

                   Quarter Ended               1998                1997
               ----------------------       ------------        -----------

               March 31                        $857,501           $787,501
               June 30                          787,501            787,501
               September 30                     787,501            787,501
               December 31                      787,501            787,501

         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.


Item 6.  Selected Financial Data
<TABLE>
<CAPTION>

                                           1998          1997            1996           1995            1994
                                       -------------  -------------  -------------- -------------- ---------------
<S> <C>
Year ended December 31:
     Revenues (1)                       $ 3,100,685    $3,230,343      $ 3,404,066    $ 3,428,147     $ 3,362,394
     Net income (3)                       2,286,698     2,937,632        2,960,299      2,987,971       3,003,583
     Cash distributions
         declared (2) (4)                 3,220,004     3,150,004        3,185,004      3,185,004       3,150,002
     Net income per Unit                       0.65          0.83             0.84           0.85            0.85
     Cash distributions declared
         per Unit (2)                          0.92          0.90             0.91           0.91            0.90

At December 31:
     Total assets                      $ 30,099,078   $31,096,421      $31,343,847    $31,517,255    $ 31,735,391
     Partners' capital                   29,213,918    30,147,224       30,359,596     30,584,301      30,781,334
</TABLE>

(1)      Revenues  include equity in earnings of joint ventures and  adjustments
         to accrued rental income as a result of a tenant filing for bankruptcy.

(2)      Distributions for the year ended December 31, 1998,  includes a special
         distribution to the Limited Partners of $70,000 and  distributions  for
         each of the years  ended  December  31,  1996 and 1995  each  include a
         special   distribution  to  the  Limited   Partners  of  $35,000  which
         represented cumulative excess operating reserves.

(3)      Net income for the year ended December 31, 1998, includes $314,775 from
         provision  for loss on land and  building  and  impairment  in carrying
         value of net investment in direct  financing  lease. Net income for the
         year ended December 31, 1997,  includes $199,643 from a gain on sale of
         land and building.

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



<PAGE>


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, 1998, the  Partnership  owned 41 Properties,  either  directly or indirectly
through joint venture arrangements.

Liquidity and Capital Resources

         The  Partnership's  primary  source  of  capital  for the  years  ended
December 31, 1998, 1997, and 1996, 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 $3,253,390,  $3,157,964,
and  $3,356,240  for  the  years  ended  December  31,  1998,  1997,  and  1996,
respectively.  The increase in cash from operations  during 1998, as compared to
1997,  and the decrease  during 1997, as compared to 1996, is primarily a result
of changes in income and expenses as discussed 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, 1998, 1997, and 1996.

         In  December  1996,  the  tenant of the  Property  in  Woodmere,  Ohio,
exercised its option under the terms of its lease  agreement,  to substitute the
existing  Property for a replacement  Property.  In conjunction  therewith,  the
Partnership exchanged the Burger King Property in Woodmere,  Ohio, with a Burger
King  Property  in  Carrboro,  North  Carolina.  The lease for the  Property  in
Woodmere,  Ohio, was amended to allow the Property in Carrboro,  North Carolina,
to continue under the terms of the original  lease.  All closing costs were paid
by the tenant. The Partnership  accounted for this as a non-monetary exchange of
similar assets and recorded the  acquisition of the Property in Carrboro,  North
Carolina,  at the net book value of the Property in Woodmere,  Ohio.  No gain or
loss was recognized due to this being  accounted for as a non-monetary  exchange
of similar assets.

         In June 1997, the Partnership sold its Property in Alpharetta, Georgia,
and received net sales proceeds of $1,053,571, resulting in a gain for financial
reporting  purposes of $199,643.  This Property was  originally  acquired by the
Partnership  in  September  1991  and  had a  cost  of  approximately  $711,200,
excluding acquisition fees and miscellaneous  acquisition  expenses;  therefore,
the Partnership  sold the Property for  approximately  $342,400 in excess of its
original purchase price. In July 1997, the Partnership reinvested  approximately
$1,049,800  of these  net  sales  proceeds  in an IHOP  Property  in  Englewood,
Colorado,  as  tenants-in-common,  with an affiliate of the General Partners. In
connection  therewith,  the  Partnership  and  the  affiliate  entered  into  an
agreement  whereby each  co-venturer will share in the profits and losses of the
Property in proportion to each co-venturer's percentage interest. As of December
31, 1998,  the  Partnership  owned a 67 percent  interest in the Property.  This
transaction,  or a portion  thereof,  relating  to the sale of the  Property  in
Alpharetta, Georgia, and the reinvestment of the proceeds in an IHOP Property in
Englewood,  Colorado,  was structured as a like-kind  exchange  transaction  for
federal income tax purposes.

         In February and March 1999,  the  Partnership  sold its  Properties  in
Corpus Christi, Texas, and Rochester,  New York, and received net sales proceeds
in excess of the carrying value of the Properties.  The  Partnership  intends to
reinvest the net sales proceeds in additional Properties.

         None of the Properties  owned by the  Partnership or the joint ventures
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 is invested
in money market accounts or other short-term highly liquid  investments  pending
the  Partnership's  use of such  funds to pay  Partnership  expenses  or to make
distributions  to the  partners.  At December  31,  1998,  the  Partnership  had
$1,287,379 invested in such short-term  investments as compared to $1,250,388 at
December 31, 1997. The funds  remaining at December 31, 1998,  after the payment
of distributions and other  liabilities,  will be used to meet the Partnership's
working capital and other needs.

         During  1998,  1997,  and  1996,  affiliates  of the  General  Partners
incurred  on  behalf  of  the  Partnership   $111,596,   $77,999,  and  $97,032,
respectively,  for certain operating expenses. As of December 31, 1998 and 1997,
the Partnership  owed $24,187 and $4,619,  respectively,  to affiliates for such
amounts and accounting and  administrative  services.  As of March 11, 1999, the
Partnership had reimbursed the affiliates all such amounts.  Other  liabilities,
including  distributions  payable,  decreased  to $860,973 at December 31, 1998,
from  $944,578 at December  31,  1997,  partially as the result of a decrease in
accrued  real  estate tax  expense  and a  decrease  in rents paid in advance at
December  31,  1998.  The General  Partners  believe  that the  Partnership  has
sufficient cash on hand to meet its current working capital needs.

         Based on cash from operations,  the Partnership declared  distributions
to the Limited Partners of $3,220,004,  $3,150,004, and $3,185,004 for the years
ended  December  31,  1998,  1997,  and 1996,  respectively.  This  represents a
distribution  of $0.92,  $0.90,  and $0.91 per Unit for the years ended December
31, 1998, 1997, and 1996,  respectively.  No amounts  distributed to the Limited
Partners for the years ended December 31, 1998,  1997, and 1996, 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.

         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.

         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.

         On March 11, 1999, the  Partnership  entered into an Agreement and Plan
of Merger with APF,  pursuant to which the Partnership  would be merged with and
into a subsidiary  of APF. As  consideration  for the Merger,  APF has agreed to
issue  3,700,097  APF Shares  which,  for the  purposes  of  valuing  the merger
consideration,  have been valued by APF at $10.00 per APF Share,  the price paid
by APF  investors in APF's most recent public  offering.  In order to assist the
General  Partners in evaluating the proposed merger  consideration,  the General
Partners  retained  Valuation  Associates,  a nationally  recognized real estate
appraisal firm, to appraise the  Partnership's  restaurant  property  portfolio.
Based on Valuation Associates'  appraisal,  the Partnership's property portfolio
and other assets were valued on a going concern basis  (meaning the  Partnership
continues  unchanged) at  $36,414,830  as of December 31, 1998.  Legg Mason Wood
Walker,  Incorporated  has  rendered  a  fairness  opinion  that  the APF  Share
consideration, payable by APF, is fair to the Partnership from a financial point
of view.  The APF Shares are  expected  to be listed for trading on the New York
Stock Exchange concurrently with the consummation of the Merger, and, therefore,
would be freely  tradable  at the option of the former  Limited  Partners.  At a
special meeting of the partners that is expected to be held in the third quarter
of  1999,  Limited  Partners  holding  in  excess  of 50%  of the  Partnership's
outstanding  limited  partnership  interests  must  approve the Merger  prior to
consummation of the  transaction.  The General Partners intend to recommend that
the Limited Partners of the Partnership  approve the Merger.  In connection with
their  recommendation,  the  General  Partners  will  solicit the consent of the
Limited Partners at the special meeting.

Results of Operations

         During  the  years  ended  December  31,  1998,  1997,  and  1996,  the
Partnership owned and leased 28 wholly-owned  Properties (including one Property
in Alpharetta,  Georgia, which was sold in June 1997). In addition, during 1998,
1997, and 1996, the Partnership was a co-venturer in two separate joint ventures
that each owned and leased six  properties  and one joint venture that owned and
leased one Property. During 1998 and 1997, the Partnership also owned and leased
one Property  with an affiliate as  tenants-in-common.  As of December 31, 1998,
the Partnership owned, either directly or through joint venture arrangements, 41
Properties, which are 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  $51,500 to $171,400.  Generally,  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 third 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,  1998,   1997  and  1996,  the
Partnership  earned $2,354,610,  $2,572,954,  and $2,771,319,  respectively,  in
rental  income from  operating  leases  (net of  adjustments  to accrued  rental
income) and earned income from direct  financing  leases from the  Partnership's
wholly owned  Properties.  The decrease in rental and earned  income during 1998
and 1997,  each as compared to the  previous  year,  is due to the fact that the
Partnership  established  an allowance  for doubtful  accounts of  approximately
$93,800 and $68,800 during 1998 and 1997, respectively,  relating to the Perkins
Properties in  Williamsville  and Rochester,  New York, which were leased by the
same tenant, due to financial  difficulties the tenant is experiencing.  No such
allowance  was  established  during  1996.  In May  1998,  the  tenant  of these
Properties  filed for  bankruptcy  and rejected the lease relating to one of the
Properties.  As a result,  during 1998, the Partnership  wrote off approximately
$267,600 of accrued rental income (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)  relating to both
Properties. The Partnership will not recognize rental and earned income from the
rejected  Property  until a new tenant is located or until the  Property is sold
and the proceeds from such sale are  reinvested in an additional  Property.  The
lost revenues  resulting  from the lease that was rejected could have an adverse
effect on the results of operations of the  Partnership  if the  Partnership  is
unable to re-lease the  Property in a timely  manner.  The General  Partners are
currently  seeking  either a new tenant or purchaser  for the Property  with the
rejected lease. The Partnership continued receiving rental payments on the lease
that was not rejected and in March 1999, the Partnership sold this Property to a
third party.  The  Partnership  intends to reinvest the net sales proceeds in an
additional Property.

         The  decrease  during  1998,  as  compared to 1997,  is also  partially
attributable to a decrease of approximately $52,000 during 1998, due to the fact
that the  leases  relating  to the  Burger  King  Properties  in  Shelby,  North
Carolina;  Maple Heights, Ohio; Watertown, New York and Carrboro, North Carolina
were amended to provide for rent  reductions.  Rental and earned income relating
to these  Properties  are  expected to remain at reduced  amounts as a result of
these amendments.

         The decrease in rental and earned  income  during 1998,  as compared to
1997,  is partially  offset by an increase of  approximately  $93,800 for rental
amounts relating to the Partnership's Properties in Blufton,  Alliance and North
Baltimore,  Ohio,  during  1998.  During  1994,  the  leases  relating  to these
Properties  were amended to provide for the payment of reduced  annual base rent
with  no  scheduled  rent  increases.  In  accordance  with a  provision  in the
amendments,  as a result of the  former  tenant  assigning  the  leases to a new
tenant during 1998, the rents under the assigned leases,  reverted back to those
that were required under the original lease agreements.

         In addition,  rental and earned income decreased  approximately $47,700
and $51,800 during 1998 and 1997,  respectively,  as a result of the sale of the
Property in Alpharetta,  Georgia,  in June 1997. In July 1997,  the  Partnership
reinvested  the net sales  proceeds in a Property  in  Englewood,  Colorado,  as
tenants-in-common, with an affiliate of the General Partners, as discussed above
in "Liquidity and Capital Resources."

         The decrease in rental and earned  income  during 1998,  as compared to
1997,  is  partially  offset by an  increase  in  rental  and  earned  income of
approximately $49,100 during 1998, as a result of the Partnership re-leasing the
Property in Copley Township,  Ohio, for which rent commenced in 1997. The former
operator  of the  Property  ceased  operations  of the  Property  in April 1997,
resulting in a decrease in rental income of  approximately  $65,000 during 1997,
as compared to 1996.

         In addition, for the years ended December 31, 1998, 1997, and 1996, the
Partnership earned $79,780, $74,867, and $120,999,  respectively,  in contingent
rental income. The decrease in contingent rental income for 1997, as compared to
1996,  is  primarily  attributable  to a  change,  beginning  in  1997,  in  the
contingent  rent formula  (consisting of an increase to the sales  breakpoint on
which contingent rents are computed) in accordance with the terms of the leases,
for certain  restaurant  Properties  requiring the payment of contingent  rental
income.

         During  the  years  ended  December  31,  1998,  1997,  and  1996,  the
Partnership  also earned  $596,166,  $537,853,  and $460,400,  respectively,  in
income  attributable  to net  income  earned  by joint  ventures  in  which  the
Partnership  is a  co-venturer.  The  increase  in net  income  earned  by joint
ventures  during  1998 and 1997,  each as  compared  to the  previous  year,  is
primarily due to the fact that in July 1997, the Partnership  reinvested the net
sales proceeds it received from the sale of the Property in Alpharetta, Georgia,
in an IHOP Property located in Englewood,  Colorado, as tenants-in-common,  with
an affiliate of the General Partners.

         During the year ended  December  31,  1998,  five of the  Partnership's
lessees (or group of affiliated lessees), Carrols Corporation,  TPI Restaurants,
Inc.,  Flagstar  Enterprises,  Inc.,  Golden Corral  Corporation and Burger King
Corporation,  each contributed more than ten percent of the Partnership's  total
rental  income  (including  the  Partnership's  share of rental  income  from 13
Properties owned by joint ventures and one Property owned as tenants-in-common).
As of  December  31,  1998,  Carrols  Corporation  was the lessee  under  leases
relating to four restaurants, TPI Restaurants,  Inc. was the lessee under leases
relating to five restaurants,  Flagstar  Enterprises,  Inc. was the lessee under
leases  relating to five  restaurants,  Burger King Corp.  was the lessee  under
leases relating to the 13 restaurants  owned by joint ventures and Golden Corral
Corporation  was the lessee  under  leases  relating to two  restaurants.  It is
anticipated  that, based on the minimum rental payments  required by the leases,
these  five  lessees  or groups of  affiliated  lessees  each will  continue  to
contribute  more than ten percent of the  Partnership's  total rental  income in
1999. In addition, four Restaurant Chains, Burger King, Hardee's, Golden Corral,
Family Steakhouse  Restaurants,  and Shoney's,  each accounted for more than ten
percent of the  Partnership's  total rental  income during 1998  (including  the
Partnership's  share of the  rental  income  from 13  Properties  owned by joint
ventures and one Property owned as  tenants-in-common).  It is anticipated  that
these four  Restaurant  Chains  each will  continue to account for more than ten
percent of the total rental income to which the  Partnership  is entitled  under
the terms of its 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  $499,212,  $492,354,  and $443,767 for the years ended  December 31, 1998,
1997, and 1996, respectively. The increase in operating expenses during 1998, as
compared  to 1997 is  partially  attributable  to the fact that the  Partnership
incurred $19,041 in transaction costs related to the General Partners  retaining
financial and legal  advisors to assist them in evaluating and  negotiating  the
proposed  Merger  with  APF,  as  described  above  in  "Liquidity  and  Capital
Resources." If the Limited Partners reject the Merger, the Partnership will bear
the portion of the  transaction  costs based upon the  percentage of "For" votes
and the General Partners will bear the portion of such  transaction  costs based
upon the  percentage  of  "Against"  votes  and  abstentions.  The  increase  in
operating  expenses  during 1998 was also  attributable  to an increase in legal
fees incurred in conjunction  with the tenant of the Properties in Williamsville
and Rochester, New York filing for bankruptcy, as described above.

         The increase during 1998, as compared to 1997, is partially  offset by,
and the increase for 1997,  as compared to 1996, is partially  attributable  to,
the fact that during 1997, the Partnership  recorded bad debt expense of $21,000
relating to the Property in Copley  Township,  Ohio.  The former  tenant  ceased
operating the Property in April 1997, and the General Partners ceased collection
efforts.  In  addition,  the  increase in operating  expenses  during  1997,  as
compared to 1996, was partially due to the fact that, the  Partnership  recorded
past due real estate taxes relating to the Property in Copley Township,  Ohio of
$23,191 and $9,906 during 1997 and 1996, respectively.  Due to the fact that the
Property was re-leased to a new tenant in September  1997, no such expenses were
recorded during 1998.

         During the year ended December 31, 1998, the Partnership established an
allowance  for loss on  building  and an  impairment  in  carrying  value of net
investment  in direct  financing  lease for a total of  $314,775  for  financial
reporting  purposes  relating to the Properties in Williamsville  and Rochester,
New York, due to the fact that,  during 1998, the tenant,  Brambury  Associates,
filed  for  bankruptcy.   The  losses  represent  the  difference  between  each
Property's  carrying value at December 31, 1998, and the current estimate of net
realizable  value at December 31, 1998 for each Property.  No such allowance was
established during the years ended December 31, 1997 and 1996.

         As a result of the 1997 sale of the Property in Alpharetta, Georgia, as
described above in "Liquidity and Capital Resources," the Partnership recognized
a gain for financial  reporting purposes of $199,643 for the year ended December
31, 1997. No Properties were sold during 1998 or 1996.

         The  Partnership's  leases as of December  31,  1998,  in general,  are
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.

Year 2000

         The Year 2000 problem is the result of information  technology  systems
and embedded  systems  (products which are made with  microprocessor  (computer)
chips such as HVAC systems,  physical  security  systems and elevators)  using a
two-digit  format,  as  opposed  to four  digits,  to  indicate  the year.  Such
information  technology and embedded systems may be unable to properly recognize
and process date-sensitive information beginning January 1, 2000.

         The  Partnership  currently  does not have any  information  technology
systems.  Affiliates of the General Partners provide all services  requiring the
use of information  technology  systems pursuant to a management  agreement with
the  Partnership.   The  maintenance  of  embedded  systems,   if  any,  at  the
Partnership's  Properties is the responsibility of the tenants of the Properties
in accordance with the terms of the Partnership's  leases.  The General Partners
and  affiliates  have  established  a team  dedicated to reviewing  the internal
information technology systems used in the operation of the Partnership, and the
information  technology and embedded  systems and the Year 2000 compliance plans
of the Partnership's tenants, significant suppliers,  financial institutions and
transfer agent.

         The  information  technology  infrastructure  of the  affiliates of the
General  Partners  consists of a network of personal  computers and servers that
were  obtained   from  major   suppliers.   The   affiliates   utilize   various
administrative  and financial  software  applications on that  infrastructure to
perform the business functions of the Partnership.  The inability of the General
Partners  and  affiliates  to identify  and timely  correct  material  Year 2000
deficiencies  in  the  software  and/or   infrastructure   could  result  in  an
interruption in, or failure of, certain of the Partnership's business activities
or operations.  Accordingly,  the General Partners and affiliates have requested
and  are  evaluating  documentation  from  the  suppliers  of the  software  and
infrastructure  of the  affiliates  regarding the Year 2000  compliance of their
products  that  are  used  in  the  business  activities  or  operations  of the
Partnership.   The  General  Partners  and  affiliates  have  not  yet  received
sufficient certifications to be assured that the suppliers have fully considered
and mitigated any potential material impact of the Year 2000  deficiencies.  The
costs  expected to be incurred by the General  Partners and affiliates to become
Year 2000  compliant  will be incurred by the General  Partners and  affiliates;
therefore,  these  costs  will  have no impact  on the  Partnership's  financial
position or results of operations.

         The  Partnership  has  material  third  party  relationships  with  its
tenants,  financial  institutions and transfer agent. The Partnership depends on
its  tenants  for  rents  and  cash  flows,   its  financial   institutions  for
availability  of cash and its  transfer  agent to  maintain  and track  investor
information.  If any of these third parties are unable to meet their obligations
to the  Partnership  because of the Year 2000  deficiencies,  such a failure may
have a material impact on the  Partnership.  Accordingly,  the General  Partners
have requested and are evaluating  documentation from the Partnership's tenants,
financial  institutions,   and  transfer  agent  relating  to  their  Year  2000
compliance  plans.  The  General  Partners  have  not  yet  received  sufficient
certifications  to be assured  that the  tenants,  financial  institutions,  and
transfer agent have fully considered and mitigated any potential material impact
of the Year 2000 deficiencies.  Therefore,  the General Partners do not, at this
time,  know of the potential  costs to the  Partnership of any adverse impact or
effect of any Year 2000 deficiencies by these third parties.

         The General  Partners  currently  expect that all year 2000  compliance
testing  and any  necessary  remedial  measures  on the  information  technology
systems used in the business  activities and operations of the Partnership  will
be completed prior to June 30, 1999.  Based on the progress the General Partners
and affiliates  have made in identifying and addressing the  Partnership's  Year
2000 issues and the plan and timeline to complete the  compliance  program,  the
General  Partners  do  not  foresee   significant   risks  associated  with  the
Partnership's  Year 2000 compliance at this time.  Because the General  Partners
and affiliates are still  evaluating  the status of the  information  technology
systems used in business  activities and operations of the  Partnership  and the
systems of the third parties with which the  Partnership  conducts its business,
the General Partners have not yet developed a comprehensive contingency plan and
are unable to identify "the most reasonably  likely worst case scenario" at this
time.  If  the  General  Partners  identify  significant  risks  related  to the
Partnership's  Year 2000 compliance or if the Partnership's Year 2000 compliance
program's  progress deviates  substantially from the anticipated  timeline,  the
General Partners will develop appropriate contingency plans.


Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

         Not applicable.


Item 8.   Financial Statements and Supplementary Data


<PAGE>


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

                                    CONTENTS







                                                                  Page

Report of Independent Accountants                                  

Financial Statements:

  Balance Sheets           

  Statements of Income     

  Statements of Partners' Capital                                  

  Statements of Cash Flows 

  Notes to Financial Statements                                    


<PAGE>






                        Report of Independent Accountants



To the Partners
CNL Income Fund IX, 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 IX, Ltd. (a Florida limited partnership) at December 31, 1998
and 1997,  and the results of its  operations and its cash flows for each of the
three years in the period ended  December 31, 1998 in conformity  with generally
accepted  accounting  principles.  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 generally  accepted  auditing
standards 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 the opinion expressed above.





Orlando, Florida
February 2, 1999, except for Note 10 for which the date is March 11, 1999


<PAGE>


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

                                 BALANCE SHEETS
<TABLE>
<CAPTION>


                                                                                           December 31,
                                                                                   1998                     1997
                                                                             -----------------         ----------------

<S> <C>
                          ASSETS

Land and buildings on operating leases, less
    accumulated depreciation and allowance
    for loss on building                                                          $15,066,178              $14,163,111
Net investment in direct financing leases, less
    allowance for impairment in carrying value                                      5,905,995                7,482,757
Investment in joint ventures                                                        6,473,381                6,619,364
Cash and cash equivalents                                                           1,287,379                1,250,388
Receivables, less allowance for doubtful
    accounts of $206,052 and $108,316                                                  93,569                   96,134
Prepaid expenses                                                                        3,185                    3,924
Lease costs, less accumulated amortization
    of $1,577 and $77                                                                  13,423                   14,923
Accrued rental income                                                               1,255,968                1,465,820
                                                                             -----------------         ----------------

                                                                                  $30,099,078              $31,096,421
                                                                             =================         ================


                     LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                                                    $   1,103                $   4,490
Accrued and escrowed real estate taxes payable                                          9,022                   45,591
Distributions payable                                                                 787,501                  787,501
Due to related parties                                                                 24,187                    4,619
Rents paid in advance and deposits                                                     63,347                  106,996
                                                                             -----------------         ----------------
       Total liabilities                                                              885,160                  949,197

Partners' capital                                                                  29,213,918               30,147,224
                                                                             -----------------         ----------------

                                                                                  $30,099,078              $31,096,421
                                                                             =================         ================

</TABLE>

                 See accompanying notes to financial statements.


<PAGE>


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

                              STATEMENTS OF INCOME
<TABLE>
<CAPTION>

                                                                          Year Ended December 31,
                                                                 1998                1997                   1996
                                                            --------------       --------------       --------------
<S> <C>
Revenues:
    Rental income from operating leases                       $ 1,804,248          $ 1,742,351          $ 1,854,245
    Adjustments to accrued rental income                         (267,600 )                 --                   --
    Earned income from direct                                     826,962              830,603              917,074
       financing leases
    Contingent rental income                                       79,780               74,867              120,999
    Interest and other income                                      61,129               44,669               51,348
                                                            --------------       --------------       --------------
                                                                2,504,519            2,692,490            2,943,666
                                                            --------------       --------------       --------------
Expenses:
    General operating and administrative                          142,996              153,175              152,437
    Professional services                                          43,685               24,658               26,610
    Bad debt expense                                                5,133               21,000                   --
    Real estate taxes                                               6,247               30,835                9,906
    State and other taxes                                          14,337               11,126                2,775
    Depreciation and amortization                                 267,773              251,560              252,039
    Transaction costs                                              19,041                   --                   --
                                                            --------------       --------------       --------------
                                                                  499,212              492,354              443,767
                                                            --------------       --------------       --------------

Income Before Equity in Earnings of Joint
    Ventures, Gain on Sale of Land and
    Building, and Provision for Loss on
    Building and Impairment in Carrying
    Value of Net Investment in Direct
    Financing Lease                                             2,005,307            2,200,136            2,499,899

Equity in Earnings of Joint Ventures                              596,166              537,853              460,400

Gain on Sale of Land and Building                                      --              199,643                   --

Provision for Loss on Building and Carrying
    Value of Net Investment in Direct
    Financing Lease                                              (314,775 )                 --                   --
                                                            --------------       --------------       --------------

Net Income                                                    $ 2,286,698          $ 2,937,632          $ 2,960,299
                                                            ==============       ==============       ==============

Allocation of Net Income:                                                                              
    General partners                                           $   23,991           $   27,380           $   29,603
    Limited partners                                            2,262,707            2,910,252            2,930,696
                                                            --------------       --------------       --------------

                                                              $ 2,286,698          $ 2,937,632          $ 2,960,299
                                                            ==============       ==============       ==============

Net Income Per Limited Partner Unit                             $    0.65            $    0.83            $    0.84
                                                            ==============       ==============       ==============

Weighted Average Number of
    Limited Partner Units Outstanding                           3,500,000            3,500,000            3,500,000
                                                            ==============       ==============       ==============
</TABLE>

                 See accompanying notes to financial statements.


<PAGE>


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

                         STATEMENTS OF PARTNERS' CAPITAL

                  Years Ended December 31, 1998, 1997 and 1996

<TABLE>
<CAPTION>


                                    General Partners                           Limited Partners
                              ---------------------------  ---------------------------------------------------------
                                             Accumulated                                  Accumulated   Syndication
                              Contributions    Earnings    Contributions  Distributions      Earnings       Costs         Total
                              -------------  ------------  -------------  --------------  ------------  ------------   -----------
<S> <C>
Balance, December 31, 1995    $     1,000    $   132,789   $ 35,000,000   $ (13,505,579 ) $ 13,146,091  $ (4,190,000 ) $ 30,584,301

    Distributions to limited
       partners ($0.91 per
       limited partner unit)           --             --             --      (3,185,004 )           --            --     (3,185,004)
    Net income                         --         29,603             --              --      2,930,696            --      2,960,299
                              ------------   ------------  -------------  --------------  ------------- -------------  -------------

Balance, December 31, 1996          1,000        162,392     35,000,000     (16,690,583 )   16,076,787    (4,190,000 )   30,359,596

    Distributions to limited
       partners ($0.90 per
       limited partner unit)           --             --             --      (3,150,004 )           --            --     (3,150,004)
    Net income                         --         27,380             --              --      2,910,252            --      2,937,632
                              ------------   ------------  -------------  --------------  ------------- -------------  -------------

Balance, December 31, 1997          1,000        189,772     35,000,000     (19,840,587 )   18,987,039    (4,190,000 )   30,147,224

    Distributions to limited
       partners ($0.92 per
       limited partner unit)           --             --             --      (3,220,004 )           --            --     (3,220,004)
    Net income                         --         23,991             --              --      2,262,707            --      2,286,698
                              ------------   ------------  -------------  --------------  ------------- -------------  -------------

Balance, December 31, 1998    $     1,000    $   213,763   $ 35,000,000   $ (23,060,591 ) $ 21,249,746  $ (4,190,000 ) $ 29,213,918
                              ============   ============  =============  ==============  ============= =============  =============
</TABLE>



                 See accompanying notes to financial statements.


<PAGE>


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

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                                                    Year Ended December 31,
                                                                       1998                  1997                  1996
                                                                  ----------------      ----------------     ----------------
<S> <C>
Increase (Decrease) in Cash and Cash
   Equivalents:

      Cash Flows from Operating Activities:
         Cash received from tenants                                  $  2,695,934         $  2,666,373            $ 2,900,048
         Distributions from joint ventures                                738,544              676,806                603,833
         Cash paid for expenses                                          (223,753 )           (229,884  )            (186,126)
         Interest received                                                 42,665               44,669                 38,485
                                                                  ----------------      ----------------     ----------------
             Net cash provided by operating activities                  3,253,390            3,157,964              3,356,240
                                                                  ----------------      ----------------     ----------------

      Cash Flows from Investing Activities:
         Proceeds from sale of land and building                               --            1,053,571                     --
         Investment in joint venture                                        3,605           (1,049,762  )                  --
         Payment of lease costs                                                --              (15,000  )                  --
                                                                  ----------------      ----------------     ----------------
             Net cash provided by (used in)
                operating activities                                        3,605              (11,191  )                  --
                                                                  ----------------      ----------------     ----------------

      Cash Flows from Financing Activities:
         Distributions to limited partners                             (3,220,004 )         (3,185,003  )        (3,185,004  )
                                                                  ----------------      ----------------     ----------------
                Net cash used in financing activities                  (3,220,004 )         (3,185,003  )        (3,185,004  )
                                                                  ----------------      ----------------     ----------------

Net Increase (Decrease) in Cash and Cash Equivalents                       36,991              (38,230  )             171,236

Cash and Cash Equivalents at Beginning of Year                          1,250,388            1,288,618              1,117,382
                                                                  ----------------      ----------------     ----------------

Cash and Cash Equivalents at End of Year                             $  1,287,379         $  1,250,388            $ 1,288,618
                                                                  ================      ================     ================
</TABLE>

                 See accompanying notes to financial statements.


<PAGE>


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

                      STATEMENTS OF CASH FLOWS - CONTINUED
<TABLE>
<CAPTION>

                                                                      1998              1997            1996
                                                                   ------------      ------------    ------------
<S> <C>
Reconciliation of Net Income to Net Cash Provided by
   Operating Activities:

      Net income                                                    $2,286,698        $2,937,632      $2,960,299
                                                                   ------------      ------------    ------------
      Adjustments to  reconcile  net income to net
         cash  provided  by  operating
         activities:
             Bad debt expense                                            5,133            21,000              --
             Depreciation                                              266,273           251,483         251,483
             Amortization                                                1,500                77             556
             Equity in earnings of joint  ventures,
                net of distributions                                   142,378           138,953         143,433
             Gain on sale of land and building                              --          (199,643 )            --
             Provision for loss on building and
                impairment in carrying value of net
                investment in direct financing lease                   314,775                --              --
             Decrease (increase) in receivables                         (2,568 )         (41,878 )        87,823
             Decrease (increase) in prepaid expenses                       739               (79 )        (2,913 )
             Decrease in net investment in direct
                financing leases                                        92,647           121,311          89,696
             Decrease   (increase)  in  accrued 
                rental income                                          209,852           (70,837 )      (225,434 )
             Increase (decrease) in accounts payable and
                accrued expenses                                       (39,956 )         (16,524 )        12,111
             Increase   (decrease)  in  due  to
                related parties                                         19,568             3,214          (4,639 )
             Increase   (decrease) in  rents paid in
                advance and deposits                                   (43,649 )          13,255          43,825
                                                                   ------------      ------------    ------------
                   Total adjustments                                   966,692           220,332         395,941
                                                                   ------------      ------------    ------------

Net Cash Provided by Operating Activities                           $3,253,390        $3,157,964      $3,356,240
                                                                   ============      ============    ============

Supplemental Schedule of Non-Cash Investing and
   Financing Activities:

      Land and building under operating lease exchanged
         for land and building under operating lease                    $   --            $   --       $ 406,768
                                                                   ============      ============    ============

      Distributions declared and unpaid at December 31               $ 787,501         $ 787,501       $ 822,500
                                                                   ============      ============    ============

</TABLE>


                 See accompanying notes to financial statements.


<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 1998, 1997, and 1996


1.       Significant Accounting Policies:

         Organization  and Nature of Business - CNL Income  Fund IX,  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
         on a triple-net basis, whereby the tenant is generally  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 method. 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
                  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.


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1998, 1997, and 1996


1.       Significant Accounting Policies - Continued:

                  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 writes-off the  cumulative  accrued rental
                  income balance.

         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, will be removed from
         the  accounts  and gains or losses  from  sales  will be  reflected  in
         income.  The general partners of the Partnership  review the 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.  If an impairment is indicated,  the
         assets are adjusted to their fair value.  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.

         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  continued  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's  investments in three
         joint  ventures and a property in  Englewood,  Colorado,  for which the
         property is held as tenants-in-common with an affiliate,  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 IX, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1998, 1997, and 1996


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.  The  Partnership  limits  investment  of
         temporary cash investments to financial  institutions  with high credit
         standing;  therefore, the Partnership believes it is not exposed to any
         significant credit risk on cash and cash equivalents.

         Lease costs - Lease costs  associated with  negotiating a new lease are
         amortized  over  the  term of the new  lease  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.  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.

         Reclassification   -  Certain  items  in  the  prior  years'  financial
         statements  have been  reclassified  to conform  to 1998  presentation.
         These  reclassifications  had no effect  on  partners'  capital  or net
         income.



<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1998, 1997, and 1996


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 a majority of the
         land portion of these leases are operating  leases.  Substantially  all
         leases are for 15 to 20 years and provide  for  minimum and  contingent
         rentals.   In  addition,   the  tenant  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.

3.       Land and Buildings on Operating Leases:

         Land and  buildings on operating  leases  consisted of the following at
December 31:
<TABLE>
<CAPTION>

                                                                    1998                  1997
                                                              -----------------     -----------------
<S> <C>
                  Land                                              $8,207,939            $8,207,939
                  Buildings                                          8,818,794             7,452,942
                                                              -----------------     -----------------
                                                                    17,026,733            15,660,881

                  Less accumulated depreciation                     (1,711,187 )          (1,497,770 )
                                                              -----------------     -----------------
                                                                    15,315,546           $14,163,111
                  Less allowance for loss on
                      building                                        (249,368 )                  --
                                                              -----------------     -----------------
                                                                   $15,066,178           $14,163,111
                                                              =================     =================
</TABLE>



<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1998, 1997, and 1996

3.       Land and Buildings - Continued:

         In June 1997, the Partnership sold its property in Alpharetta, Georgia,
         and received net sales proceeds of  $1,053,571,  resulting in a gain of
         $199,643 for financial reporting purposes. This property was originally
         acquired  by the  Partnership  in  September  1991  and  had a cost  of
         approximately  $711,200,  excluding  acquisition fees and miscellaneous
         acquisition expenses;  therefore, the Partnership sold the property for
         approximately $342,400 in excess of its original purchase price.

         During 1998, the Partnership  recorded a provision for loss on building
         in the amount of $249,368 for financial  reporting purposes relating to
         the property in  Williamsville,  New York.  The tenant of this property
         filed for bankruptcy during 1998, and rejected the lease. The allowance
         represents the difference between the carrying value of the property at
         December 31, 1998 and the current  estimated net  realizable  value for
         this 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 year ended December 31, 1998, the Partnership  recognized a loss of
         $209,852  (net of  $267,600  in  write-offs)  and for the  years  ended
         December  31,  1997 and  1996,  the  Partnership  recognized  income of
         $70,837, and $225,434, respectively, of such rental income.

         The following is a schedule of the future  minimum lease payments to be
         received on noncancellable operating leases at December 31, 1998:

                1999                                  $1,726,921
                2000                                   1,726,921
                2001                                   1,763,564
                2002                                   1,889,001
                2003                                   1,897,501
                Thereafter                             9,771,187
                                                -----------------

                                                     $18,775,095
                                                =================

         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.


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1998, 1997, and 1996


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>

                                                                                 1998                1997
                                                                           ------------------  ------------------
<S> <C>
                Minimum lease payments receivable                                $11,521,454         $13,764,606
                Estimated residual values                                          2,091,629           2,495,379
                Less unearned income                                              (7,641,681 )       (8,777,228)
                                                                           ------------------  ------------------
                                                                                   5,971,402           7,482,757
                Less allowance for impairment in
                    carrying value                                                   (65,407 )                --
                                                                           ------------------  ------------------
                Net investment in direct financing
                    leases                                                        $5,905,995          $7,482,757
                                                                           ==================  ==================
</TABLE>

         In August 1998,  four of the  Partnership's  leases were amended.  As a
         result,  the Partnership  reclassified  the direct  financing leases to
         operating leases. In accordance with Statement of Financial  Accounting
         Standards #13,  "Accounting for Leases," the Partnership  recorded each
         of the reclassified  leases at the lower of original cost, present fair
         value,  or present  carrying  amount.  No loss on termination of direct
         financing lease was recorded for financial reporting purposes.

         During  1998,  the  Partnership   recorded  a  provision  for  loss  on
         investment in direct financing lease of $65,407 for financial reporting
         purposes  relating to the Property in Rochester,  New York,  due to the
         fact that the tenant filed for  bankruptcy  during 1998.  The allowance
         represents the difference between the carrying value of the Property at
         December 31, 1998 and the current  estimated net  realizable  value for
         this Property.



<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1998, 1997, and 1996


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, 1998:

                1999                                         $ 832,979
                2000                                           832,979
                2001                                           844,812
                2002                                           890,607
                2003                                           890,607
                Thereafter                                   7,229,470
                                                      -----------------

                                                           $11,521,454
                                                      =================

         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 45.2%, a 50 percent and a 27.33% interest in the
         profits and losses of CNL  Restaurant  Investments  II, CNL  Restaurant
         Investments III and Ashland Joint Venture,  respectively. The remaining
         interests  in  these  joint  ventures  are  held by  affiliates  of the
         Partnership which have the same general partners.

         In July 1997, the Partnership used the net sales proceeds from the sale
         of the  property  in  Alpharetta,  Georgia,  to  acquire  a 67  percent
         interest  in an  IHOP  property  located  in  Englewood,  Colorado,  as
         tenants-in-common  with  an  affiliate  of the  general  partners.  The
         Partnership  accounts for its  investment  in this  property  using the
         equity method since the  Partnership  shares control with an affiliate,
         and amounts  relating to its  investment  are included in investment in
         joint ventures.




<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1998, 1997, and 1996


5.       Investment in Joint Ventures - Continued:

         CNL Restaurant  Investments II and CNL Restaurant  Investments III each
         own and lease six  properties  to an  operator  of  national  fast-food
         restaurants  and Ashland  Joint Venture owns and leases one property to
         an operator of national fast-food  restaurants.  The Partnership and an
         affiliate,  as  tenants  in common  own and lease  one  property  to an
         operator of a national family-style restaurant.  The following presents
         the  joint  ventures'  combined,  condensed  financial  information  at
         December 31:
<TABLE>
<CAPTION>

                                                                                    1998                   1997
                                                                             -------------------     -----------------
<S> <C>
                Land and buildings on operating
                    leases, less accumulated
                    depreciation                                                    $12,253,332           $12,582,754
                Net investment in direct financing lease                                991,524             1,003,680
                Cash                                                                      1,196                15,124
                Receivables                                                              23,283                35,773
                Prepaid expenses                                                         24,790                23,544
                Accrued rental income                                                    36,855                11,620
                Liabilities                                                               1,641                14,280
                Partners' capital                                                    13,329,339            13,658,215
                Revenues                                                              1,576,778             1,506,380
                Net income                                                            1,208,451             1,141,755
</TABLE>

         The Partnership  recognized income totalling  $596,166,  $537,853,  and
         $460,400  for the  years  ended  December  31,  1998,  1997,  and 1996,
         respectively, from these joint ventures.

6.       Allocations and Distributions:

         Generally, all net income and net losses of the Partnership,  excluding
         gains and losses from the sale of properties,  are allocated 99 percent
         to the  limited  partners  and one  percent  to the  general  partners.
         Distributions  of net  cash  flow are 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  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").


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1998, 1997, and 1996


6.       Allocations and Distributions - Continued:

         Generally,  net  sales  proceeds  from the sale of  properties,  not in
         liquidation  of the  Partnership,  to the extent  distributed,  will be
         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 will then receive,
         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 will be
         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,  is, in general,  allocated in the same
         manner as net sales proceeds are distributable.  Any loss from the sale
         of a property is,  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.

         During  the  years  ended  December  31,  1998,  1997,  and  1996,  the
         Partnership   declared   distributions   to  the  limited  partners  of
         $3,220,004, $3,150,004, and $3,185,004,  respectively. No distributions
         have been made to the general partners to date.


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1998, 1997, and 1996


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>

                                                                     1998              1997             1996
                                                                 --------------     ------------     ------------
<S> <C>
                  Net income for financial reporting
                      purposes                                      $2,286,698       $2,937,632       $2,960,299

                  Depreciation  for tax reporting  purposes
                  in
                      excess of depreciation for financial             (97,473 )       (116,620 )       (123,734 )
                      reporting purposes

                  Direct financing leases recorded as
                      operating leases for tax reporting
                      purposes                                          92,647          121,311           89,696

                  Gain on sale of land and building for
                      financial   reporting   purposes   in
                  excess                                                    --         (195,820 )             --
                      of gain for tax reporting purposes

                  Equity in earnings of joint ventures for
                      tax reporting purposes in excess
                      of  equity  in   earnings   of  joint
                  ventures                                               8,256           36,745           37,469
                      for financial reporting purposes

                  Capitalization of transaction costs for
                      tax reporting purposes                            19,041               --               --

                  Accrued rental income                                209,852          (70,837 )       (225,434 )

                  Rents paid in advance                                (44,149 )         13,255           43,825

                  Allowance for loss on building and
                      investment in direct financing leases            314,775               --               --

                  Allowance for doubtful accounts                       97,736           79,333           14,221
                                                                 --------------     ------------     ------------

                  Net income for federal income tax
                      purposes                                      $2,887,383       $2,804,999       $2,796,342
                                                                 ==============     ============     ============
</TABLE>



<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1998, 1997, and 1996


8.       Related Party Transactions:

         One of the individual general partners, James M. Seneff, Jr., is one of
         the principal shareholders of CNL Group, Inc., the majority stockholder
         of CNL Fund Advisors, Inc. The other individual general partner, Robert
         A. Bourne, serves as treasurer, director and vice chairman of the board
         of CNL Fund Advisors.  During the years ended December 31, 1998,  1997,
         and 1996,  CNL Fund  Advisors,  Inc.  (hereinafter  referred  to as the
         "Affiliate")  performed  certain  services  for  the  Partnership,   as
         described below.

         During the years ended December 31, 1998, 1997, and 1996, the Affiliate
         acted  as  manager  of  the  Partnership's  properties  pursuant  to  a
         management agreement with the Partnership. In connection therewith, the
         Partnership  agreed  to pay the  Affiliate  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  have not  received  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, 1998,  1997, and
         1996.

         The Affiliate is 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  Affiliate  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.  The  payment  of  the  real  estate  disposition  fee  is
         subordinated to 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 IX, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1998, 1997, and 1996

8.       Related Party Transactions - Continued:

         During the years ended December 31, 1998, 1997, and 1996, the Affiliate
         provided accounting and administrative services to the Partnership on a
         day-to-day  basis.  The  Partnership  incurred  $94,808,  $79,234,  and
         $82,487  for the  years  ended  December  31,  1998,  1997,  and  1996,
         respectively, for such services.

         The due to related  parties at  December  31,  1998 and 1997,  totalled
$24,187 and $4,619, respectively.

9.       Concentration of Credit Risk:

         The  following  schedule  presents  total rental and earned income from
         individual  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  joint
         ventures), for each of the years ended December 31:
<TABLE>
<CAPTION>

                                                                   1998               1997              1996
                                                               -------------      -------------     -------------
<S> <C>
           Burger King Corporation and BK
               Acquisition, Inc.                                   $647,953           $649,445          $623,949
           TPI Restaurants, Inc.                                    557,000            556,700           565,351
           Carrols Corporation                                      388,121            440,057           442,286
           Flagstar Enterprises, Inc.                               367,211            436,312           460,762
           Golden Corral Corporation                                360,555            337,337               N/A

</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 joint ventures), for each of the years ended December 31:
<TABLE>
<CAPTION>

                                                              1998                 1997                 1996
                                                         ----------------     ----------------     ----------------
<S> <C>
          Burger King                                         $1,143,522           $1,249,715           $1,310,994
          Shoney's                                               805,729              808,675              889,148
          Hardees                                                438,324              436,312              460,762
          Golden Corral Family Steakhouse
              Restaurants                                        360,555              337,337                  N/A
</TABLE>




<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1998, 1997, and 1996


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.      Subsequent Event:

         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").  As  consideration  for the Merger,  APF has agreed to
         issue 3,700,097  shares of its common stock, par value $0.01 per shares
         (the "APF  Shares")  which,  for the  purposes  of  valuing  the merger
         consideration,  have been  valued by APF at $10.00 per APF  Share,  the
         price paid by APF  investors in APF's most recent public  offering.  In
         order to assist the general  partners in evaluating the proposed merger
         consideration,  the general partners retained Valuation  Associates,  a
         nationally  recognized  real estate  appraisal  firm,  to appraise  the
         Partnership's   restaurant  property  portfolio.   Based  on  Valuation
         Associates'  appraisal,  the Partnership's property portfolio and other
         assets were valued on a going  concern basis  (meaning the  Partnership
         continues unchanged) at $36,414,830 as of December 31, 1998. Legg Mason
         Wood Walker,  Incorporated has rendered a fairness opinion that the APF
         Share consideration,  payable by APF, is fair to the Partnership from a
         financial  point of view.  The APF Shares are expected to be listed for
         trading  on  the  New  York  Stock  Exchange   concurrently   with  the
         consummation of the Merger, and, therefore, would be freely tradable at
         the option of the former limited partners.  At a special meeting of the
         partners  that is  expected  to be held in the third  quarter  of 1999,
         limited  partners  holding  in  excess  of  50%  of  the  Partnership's
         outstanding limited partnership interests must approve the Merger prior
         to  consummation  of the  transaction.  The general  partners intend to
         recommend  that the  limited  partners of the  Partnership  approve the
         Merger. In connection with their  recommendation,  the general partners
         will  solicit  the  consent  of the  limited  partners  at the  special
         meeting.  If the limited  partners  reject the Merger,  the Partnership
         will  bear  the  portion  of  the  transaction  costs  based  upon  the
         percentage  of "For"  votes  and the  general  partners  will  bear the
         portion  of  such  transaction  costs  based  upon  the  percentage  of
         "Against" votes and abstentions.



<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 Group,  Inc. and their
affiliates, all of which are affiliates of the General Partners.

         James M. Seneff, Jr., age 52, is a principal  stockholder of CNL Group,
Inc., a diversified  real estate company,  and has served as its Chairman of the
Board of Directors,  a director and Chief Executive  Officer since its formation
in 1980. Mr. Seneff has been Chairman of the Board of Directors,  director,  and
Chief Executive Officer of CNL Securities Corp. since its formation in 1979. Mr.
Seneff also has held the position of Chairman of the Board of  Directors,  Chief
Executive  Officer,   President  and  director  of  CNL  Management  Company,  a
registered investment advisor,  since its formation in 1976, has served as Chief
Executive  Officer,  Chairman  of the Board  and a  director  of CNL  Investment
Company,  has served as Chief Executive  Officer, a director and Chairman of the
Board of Directors of Commercial Net Lease Realty, Inc., a publicly-traded REIT,
listed on the NYSE, since 1992,  served as Chief Executive  Officer,  a director
and  Chairman of the Board of Directors of CNL Realty  Advisors,  Inc.  from its
inception in May 1992 through  December  1997, at which time such company merged
with  Commercial  Net Lease  Realty,  Inc.,  and has held the  position of Chief
Executive  Officer,  Chairman of the Board and a director  of CNL  Institutional
Advisors, Inc., a registered investment advisor, since its inception in December
1990.  Mr.  Seneff  has  served as  Chairman  of the Board of  Directors  of CNL
American  Properties  Fund, Inc. since December 1994 and as a director and Chief
Executive  Officer  since May 1994.  Mr.  Seneff has served as  Chairman  of the
Board,  Chief Executive Officer and a director of CNL Fund Advisors,  Inc. since
March 1994.  Mr.  Seneff has served as Chairman  of the Board,  Chief  Executive
Officer and a director of CNL Hospitality  Properties,  Inc. since June 1996 and
of CNL Hospitality Advisors, Inc. since January 1997. Mr. Seneff has also served
as Chairman of the Board,  Chief Executive  Officer and a director of CNL Health
Care  Properties,  Inc. since  December 1997 and CNL Health Care Advisors,  Inc.
since July 1997. 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 advises 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 then $60 billion of retirement  funds.
Mr.  Seneff  has  served as a member of the board of  directors  of First  Union
National  Bank of  Florida  since  May 1998 and has  served  as a member  of the
Orlando Advisory Board of First Union National Bank of Florida since March 1994.
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 joint  venturer  in over 100 real
estate ventures involved in the financing, acquisition, construction, and rental
of restaurants,  office buildings,  apartment complexes,  hotels, and other real
estate.  Included in these real estate ventures are  approximately  65 privately
offered  real  estate  limited  partnerships  in which Mr.  Seneff,  directly or
through an affiliated  entity,  serves or has served as a general partner.  Also
included are CNL Income Fund,  Ltd.,  CNL Income Fund II, Ltd.,  CNL Income Fund
III,  Ltd.,  CNL Income Fund IV, Ltd.,  CNL Income Fund V, Ltd., CNL Income Fund
VI, Ltd., CNL Income Fund VII, Ltd., CNL Income Fund VIII, Ltd., CNL Income Fund
X, Ltd.,  CNL Income Fund XI, Ltd.,  CNL Income Fund XII,  Ltd., CNL Income Fund
XIII, Ltd., CNL Income Fund XIV, Ltd., CNL Income Fund XV, Ltd., CNL Income Fund
XVI, Ltd., CNL Income Fund XVII, Ltd. and CNL Income Fund XVIII,  Ltd. (the "CNL
Income  Fund  Partnerships"),  public  real  estate  limited  partnerships  with
investment  objectives similar to those of the Partnership,  in which Mr. Seneff
serves as a  general  partner.  Mr.  Seneff  received  his  degree  in  Business
Administration from Florida State University in 1968.

         Robert A.  Bourne,  age 51, is  President  and  Treasurer of CNL Group,
Inc.,  President,  Treasurer,  a director,  and a  registered  principal  of CNL
Securities  Corp.,  President,  Treasurer,  and a  director  of  CNL  Investment
Company,  and  Chief  Investment  Officer,  a  director  and  Treasurer  of  CNL
Institutional Advisors, Inc., a registered investment advisor. Mr. Bourne served
as President of CNL Institutional  Advisor,  Inc. from the date of its inception
through  July 1997.  Mr.  Bourne  served as President  of  Commercial  Net Lease
Realty,  Inc.  from July 1992 through  February  1996,  served as Secretary  and
Treasurer from February 1996 through December 1997, and has served as a director
since July 1992 and as Vice  Chairman of the Board of Directors  since  February
1996. In addition,  Mr. Bourne served as President of CNL Realty Advisors,  Inc.
from May 1992 through  February  1996,  served as Treasurer  from  February 1996
through  December 1997,  served as a director from May 1992 through December 31,
1997 and served as Vice Chairman from  February 1996 through  December  1997, at
which time such company merged with Commercial Net Lease Realty, Inc. Mr. Bourne
has served as a Vice  Chairman of the Board of  Directors  and  Treasurer of CNL
American  Properties  Fund,  Inc.  since February 1999, has served as a director
since May 1994 and previously served as President from May 1994 through February
1999. Mr. Bourne has served as a director of CNL Fund Advisors, Inc. since March
1994, has served as Treasurer and Vice Chairman of the Board of Directors  since
September  1997,  and  previously  served as  President  from March 1994 through
September  1997.  Mr.  Bourne has  served as  President  and a  director  of CNL
Hospitality  Properties,  Inc. since June 1996 and of CNL Hospitality  Advisors,
Inc.  since January 1997. Mr. Bourne has served as President and director of CNL
Health Care  Properties,  Inc. since December 1997 and CNL Health Care Advisors,
Inc. since July 1997. Mr. Bourne,  who joined CNL Securities  Corp. in 1979, has
participated  as a general  partner or joint  venturer  in over 100 real  estate
ventures  involved in the financing,  acquisition,  construction,  and rental of
restaurants,  office  buildings,  apartment  complexes,  hotels,  and other real
estate.  Included in these real estate ventures are  approximately  64 privately
offered  real  estate  limited  partnerships  in which Mr.  Bourne,  directly or
through an affiliated  entity,  serves or has served as a general partner.  Also
included  are the CNL Income  Fund  Partnerships,  public  real  estate  limited
partnerships with investment objectives similar to those of the Partnership,  in
which  Mr.  Bourne  serves as a  general  partner.  Mr.  Bourne  formerly  was a
certified public  accountant with Coopers & Lybrand and a partner in the firm of
Bourne & Rose, P.A. Mr. Bourne received a B.A. in Accounting,  with honors, from
Florida State University in 1970.

         CNL Realty Corporation is a corporation organized on November 26, 1985,
under the laws of the State of Florida.  Its sole directors and shareholders are
James M. Seneff, Jr. and Robert A. Bourne, the individual General Partners.  CNL
Realty  Corporation  was organized to serve as the corporate  general partner of
real estate limited partnerships,  such as the Partnership,  organized by one or
both of the individual General Partners. CNL Realty Corporation currently serves
as the corporate general partner of the CNL Income Fund Partnerships.

         CNL  Fund  Advisors,  Inc.  provides  certain  management  services  in
connection with the Partnership and its Properties. CNL Fund Advisors, Inc. is a
corporation  organized  in 1994 under the laws of the State of Florida,  and its
principal  office is located at 400 East South Street,  Orlando,  Florida 32801.
CNL Fund  Advisors,  Inc. is a majority owned  subsidiary of CNL Group,  Inc., a
diversified  real  estate  company,   and  was  organized  to  perform  property
acquisition, property management and other services.

         CNL  Group,  Inc.,  which is the parent  company of CNL Fund  Advisors,
Inc.,  was organized in 1980 under the laws of the State of Florida.  CNL Group,
Inc. is a diversified  real estate  company which  provides a wide range of real
estate,  development  and  financial  services to companies in the United States
through the  activities  of its  subsidiaries.  These  activities  are primarily
focused  on the  franchised  restaurant  and  hospitality  industries.  James M.
Seneff,  Jr., an individual General Partner of the Partnership,  is the Chairman
of the Board,  Chief Executive  Officer,  and a director of CNL Group,  Inc. Mr.
Seneff and his wife own all of the outstanding shares of CNL Group, Inc.

         The following persons serve as operating officers of CNL Group, Inc. or
its affiliates or  subsidiaries  in the discretion of the Boards of Directors of
those companies,  but, except as specifically indicated, do not serve as members
of the Boards of Directors of those  entities.  The Boards of Directors have the
responsibility for creating and implementing the policies of CNL Group, Inc. and
its affiliated companies.

         Curtis B. McWilliams,  age 43, joined CNL Group, Inc. in April 1997 and
currently serves as an Executive Vice President. In addition, Mr. McWilliams has
served  as  President  of  CNL  Fund  Advisors,  Inc.  and as  President  of the
Restaurant  and Financial  Services  Groups within CNL Group,  Inc.  since April
1997. Mr.  McWilliams has served as President of CNL American  Properties  Fund,
Inc. since February 1999 and previously  served as Executive Vice President from
February 1998 through February 1999. From September 1983 through March 1997, Mr.
McWilliams  was employed by Merrill  Lynch & Co.,  most  recently as Chairman of
Merrill  Lynch's  Private  Advisory  Services until March 1997.  Mr.  McWilliams
received a B.S.E. in Chemical  Engineering from Princeton University in 1977 and
a Masters of Business  Administration  with a concentration  in finance from the
University of Chicago in 1983.

         John T. Walker,  age 40, has served as Executive  Vice President of CNL
American  Properties  Fund, Inc. since January 1996, as Chief Operating  Officer
since March 1995, and previously  served as Senior Vice President since December
1994. In addition, Mr. Walker has served as Executive Vice President of CNL Fund
Advisors, Inc. since January 1996, Chief Operating Officer since April 1995, and
previously  served as Senior Vice President  from November 1994 through  January
1996. In addition,  Mr. Walker  previously served as Executive Vice President of
CNL Hospitality  Properties,  Inc. and CNL Hospitality  Advisors,  Inc. From May
1992 to May 1994, Mr. Walker, a certified public accountant,  was Executive Vice
President for Finance and Administration and Chief Financial Officer of Z Music,
Inc.,   a  cable   television   network   (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 B.S. in Accountancy and is a certified
public accountant.

         Lynn E. Rose,  age 50, a  certified  public  accountant,  has served as
Secretary of CNL American  Properties  Fund, Inc. since December 1994 and served
as Treasurer from December 1994 through  February 1999. Ms. Rose has served as a
director  and  Secretary of CNL Fund  Advisors,  Inc.  since March 1994,  and as
Treasurer  from the date of its  inception  through June 30, 1997.  Ms. Rose has
served as Secretary of CNL Group, Inc. since 1987, as Chief Financial Officer of
CNL Group, Inc. since December 1993, and served as Controller of CNL Group, Inc.
from 1987  until  December  1993.  In  addition,  Ms.  Rose has  served as Chief
Financial Officer and Secretary of CNL Securities Corp. since July 1994. She has
served as Chief Operating Officer, Vice President and Secretary of CNL Corporate
Services,  Inc. since November 1994. Ms. Rose also has served as Chief Financial
Officer and Secretary of CNL Institutional Advisors, Inc. since its inception in
1990, as Treasurer of CNL Realty Advisors,  Inc. from 1991 to February 1996, and
as Secretary and a director of CNL Realty Advisors,  Inc. since its inception in
1991 until  December 31, 1997, at which time CNL Realty  Advisors,  Inc.  merged
with Commercial Net Lease Realty, Inc. In addition, Ms. Rose served as Secretary
and Treasurer of Commercial  Net Lease Realty,  Inc. from 1992 to February 1996.
Ms. Rose also serves as Secretary and Treasurer of CNL  Hospitality  Properties,
Inc. and CNL Health Care  Properties,  Inc. and as  Secretary,  Treasurer  and a
director of CNL Hospitality  Advisors,  Inc. and CNL Health Care Advisors,  Inc.
Ms. Rose also  currently  serves as Secretary  for  approximately  50 additional
corporations.  Ms.  Rose  oversees  the  legal  compliance,  accounting,  tenant
compliance,  and reporting  for over 250  corporations,  partnerships  and joint
ventures.  Prior to joining CNL, Ms. Rose was a partner with Robert A. Bourne in
the accounting firm of Bourne & Rose, P.A.,  Certified Public  Accountants.  Ms.
Rose holds a B.A. in Sociology from the University of Central Florida.

         Jeanne A. Wall,  age 40, has served as Executive  Vice President of CNL
American  Properties  Fund,  Inc.  since  December  1994. Ms. Wall has served as
Executive  Vice  President of CNL Fund  Advisors,  Inc. since November 1994, and
previously  served as Vice President from March 1994 through  November 1994. Ms.
Wall has served as Chief Operating Officer of CNL Investment  Company and of CNL
Securities  Corp. since November 1994 and has served as Executive Vice President
of CNL  Investment  Company since January 1991.  Ms. Wall joined CNL  Securities
Corp. in 1984. In 1985, Ms. Wall became Vice  President of CNL Securities  Corp.
In 1987, she became Senior Vice President and in July 1997 she became  Executive
Vice  President of CNL  Securities  Corp. In this  capacity,  Ms. Wall serves as
national  marketing and sales director and oversees the national  marketing plan
for  the CNL  investment  programs.  In  addition,  Ms.  Wall  oversees  product
development,  partnership  administration  and  investor  services  for programs
offered  through  participating  brokers and  corporate  communications  for CNL
Group,  Inc.  and its  affiliates.  Ms.  Wall also has  served  as  Senior  Vice
President of CNL Institutional Advisors,  Inc., a registered investment advisor,
from 1990 to 1993,  as Vice  President of CNL Realty  Advisors,  Inc.  since its
inception in 1991 until  December 31, 1997,  at which time CNL Realty  Advisors,
Inc. merged with Commercial Net Lease Realty, Inc., and served as Vice President
of  Commercial  Net Lease Realty,  Inc. from 1992 through  December 31, 1997. In
addition,  Ms.  Wall  serves as  Executive  Vice  President  of CNL  Hospitality
Properties,  Inc., CNL Hospitality  Advisors,  Inc., CNL Health Care Properties,
Inc.  and CNL Health  Care  Advisors,  Inc.  Ms.  Wall holds a B.A.  in Business
Administration  from  Linfield  College  and is a  registered  principal  of CNL
Securities  Corp.  Ms.  Wall  currently  serves as a trustee on the board of the
Investment Program Association and on the Direct Participation Program committee
for the National Association of Securities Dealers (NASD).

         Steven D.  Shackelford,  age 35, a  certified  public  accountant,  has
served as Chief Financial  Officer of CNL American  Properties  Fund, Inc. since
January 1997 and as Chief  Financial  Officer of CNL Fund  Advisors,  Inc. since
September  1996.  From  March 1995 to July 1996,  Mr.  Shackelford  was a senior
manager in the national office of Price  Waterhouse 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 served as a manager in the
Price Waterhouse,  Paris, France office serving several  multinational  clients.
Mr.  Shackelford  was an audit  staff and audit  senior from 1986 to 1992 in the
Orlando, Florida office of Price Waterhouse.  Mr. Shackelford received a B.A. in
Accounting,  with honors, and a Masters of Business  Administration from Florida
State University.


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.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

         As of March 11,  1999,  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 11, 1999,  the beneficial
ownership interests of the General Partners in the Registrant.

<TABLE>
<CAPTION>

                  Title of Class                 Name of Partner                     Percent of Class
<S> <C>
         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.  On March 11,  1999,  the
Registrant  entered  into an  Agreement  and Plan of  Merger  with CNL  American
Properties  Fund, Inc.  ("APF") pursuant to which the Registrant would be merged
with and into a subsidiary of APF (the "Merger").  For further  discussion,  see
Item 8. Financial Statements and Supplementary Data -- Note 10.
Subsequent Event.



<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, 1998,  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>

                                                                                                 Amount Incurred
       Type of Compensation                                                                       For the Year
            and Recipient                            Method of Computation                   Ended December 31, 1998
      -----------------------                        ---------------------                   -----------------------
<S> <C>
Reimbursement     to    affiliates    for     Operating  expenses  are  reimbursed     Operating   expenses   incurred   on
operating expenses                            at the  lower of cost or 90  percent     behalf    of    the     Partnership:
                                              of  the  prevailing  rate  at  which     $111,596
                                              comparable  services could have been
                                              obtained  in  the  same   geographic     Accounting    and     administrative
                                              area.   Affiliates  of  the  General     services:  $94,808
                                              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-ment fee to     One  percent  of the  sum  of  gross        $ - 0 -
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
                                              non-cumulative,   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.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                                                                                 Amount Incurred
       Type of Compensation                                                                       For the Year
            and Recipient                            Method of Computation                   Ended December 31, 1998
      -----------------------                        ---------------------                   -----------------------
<S> <C>
Deferred,    subordinated   real   estate     A   deferred,    subordinated   real        $ - 0 -
disposition fee payable to affiliates         estate   disposition   fee,  payable
                                              upon   sale   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        $ - 0 -
sub-ordinated  share of  Partnership  net     equal to one percent of  Partnership
cash flow                                     distributions   of  net  cash  flow,
                                              subordinated   to  certain   minimum
                                              returns to the Limited Partners.

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


</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                                                 Amount Incurred
       Type of Compensation                                                                       For the Year
            and Recipient                            Method of Computation                   Ended December 31, 1998
      -----------------------                        ---------------------                   -----------------------
<S> <C>
General  Partners'  share of  Partnership     Distributions  of net sales proceeds        $ - 0 -
net sales  proceeds  from a sale or sales     from   a   sale    or    sales    of
in liquidation of the Partnership             substantially     all     of     the
                                              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>

         As discussed  above in Item 8. Financial  Statements and  Supplementary
Data -- Note 10.  Subsequent Event. The Registrant has entered into an Agreement
and Plan of  Merger,  dated  March  11,  1999,  with APF  pursuant  to which the
Registrant would be merged with and into a subsidiary of APF in exchange for the
issuance of APF Shares.  The APF Shares are expected to be listed for trading on
the New York Stock Exchange concurrently with the consummation of the Merger. If
the Merger is approved by Limited Partners holding units greater than 50% of the
outstanding  units of the  Registrant,  the General  Partners of the  Registrant
would receive certain benefits, including:

         o        With respect to their ownership in the Registrant, the General
                  Partners  will be issued  approximately  33,349  shares of APF
                  common stock, par value $0.01 per share.

         o        Following  the  Merger,  James M.  Seneff,  Jr.  and Robert A.
                  Bourne,  the  individual  General  Partners,  will continue to
                  serve as directors of APF, with Mr. Seneff serving as Chairman
                  and Mr. Bourne  serving as Vice  Chairman.  As APF  directors,
                  they may also be entitled to receive  stock  options under any
                  stock option plan adopted by APF.



<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 Accountants

                  Balance Sheets at December 31, 1998 and 1997

                  Statements  of Income for the years ended  December  31, 1998,
                  1997, and 1996

                  Statements of Partners'  Capital for the years ended  December
                  31, 1998, 1997, and 1996

                  Statements  of Cash  Flows for the years  ended  December  31,
                  1998, 1997, and 1996

                  Notes to Financial Statements

         2.  Financial Statement Schedule

                  Schedule II - Valuation and Qualifying  Accounts for the years
                  ended December 31, 1998, 1997, and 1996.

                  Schedule  III - Real Estate and  Accumulated  Depreciation  at
                  December 31, 1998

                  Notes  to  Schedule   III  -  Real   Estate  and   Accumulated
                  Depreciation at December 31, 1998

                  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 IX, Ltd.  (Included as Exhibit 3.1 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 IX, Ltd.  (Included as Exhibit 3.1 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 IX, Ltd.  (Included as Exhibit 4.6
                           to  Post-Effective  Amendment  No. 1 to  Registration
                           Statement No. 33-35049 on Form S-11 and  incorporated
                           herein by reference.)

                  10.1     Management Agreement between CNL Income Fund IX, 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.)

                  27       Financial Data Schedule (Filed herewith.)

         (b)      The Registrant  files no reports on Form 8-K during the period
                  October 1, 1998 through December 31, 1998.


<PAGE>





                                                        
                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  on the 30th day of
March, 1999.

                                            CNL INCOME FUND IX, 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>

              Signature                                    Title                                   Date
<S> <C>
/s/ Robert A. Bourne                       President,   Treasurer  and  Director              March  30, 1999
-----------------------------              (Principal  Financial and  Accounting
Robert A. Bourne                           Officer)

/s/ James M. Seneff, Jr.                   Chief Executive  Officer and Director              March  30, 1999
------------------------------             (Principal Executive Oficer)
James M. Seneff, Jr.
</TABLE>



<PAGE>


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

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  Years Ended December 31, 1998, 1997, and 1996

<TABLE>
<CAPTION>

                                                            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
   --------     ---------------    -----------     -------------    -------------      -----------       -----------    ----------
<S> <C>
    1996        Allowance for
                    doubtful
                    accounts (a)    $ 14,762           $   --         $ 22,298   (b)    $ 8,077   (c)        $  --        $28,983
                                   ===========     =============    =============      ===========       ===========    ==========

   1997         Allowance for
                    doubtful
                    accounts (a)    $ 28,983           $   --        $ 107,293   (b)   $ 27,960   (c)        $  --       $108,316
                                   ===========     =============    =============      ===========       ===========    ==========

   1998         Allowance for
                    doubtful
                    accounts (a)   $ 108,316           $   --        $ 164,929   (b)    $ 1,220   (c)     $ 65,973       $206,052
                                   ===========     =============    =============      ===========       ===========    ==========

</TABLE>

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

(b)    Reduction of rental and other income.

(c)    Amounts written off as uncollectible

<PAGE>
<TABLE>
<CAPTION>


                                                          CNL INCOME FUND IX, LTD.
                                                      (A Florida Limited Partnership)
                                          SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                             December 31, 1998
<S> <C>

                                                                                      Costs Capitalized  
                                                                                        Subsequent to    
                                                                Initial Cost             Acquisition     
                                                        --------------------------  ---------------------
                                         Encum-                      Buildings and    Improve-  Carrying s
                                         brances           Land      Improvements      ments      Costs  
                                      -------------     -----------  -------------  ----------  -----------

Properties the Parnership has
  Invested in Under
  Operating Leases:

    Burger King Restaurants:
      Shelby, North Carolina                -              $289,663      $554,268           -          -  
      Maple Heights, Ohio                   -               430,563       454,823           -          -  
      Suwanee, Georgia                      -               437,658             -           -          -  
      Watertown, New York                   -               360,181       529,594           -          -  
      Carrboro, North Carolina              -               406,768       523,067           -          -  

    Denny's Restaurants:
      Grand Prairie, Texas                  -               240,876        96,580     161,889          -  
      North Baltimore, Ohio                 -               133,187             -           -          -  
 
    Golden Corral Family
     Steakhouse Restaurants:
      Brownsville, Texas                    -               518,605       988,611           -          -  
      Tyler, Texas                          -               652,103       982,353           -          -  

    Hardee's Restaurants:
      Farragut, Tennessee                   -               308,269       455,341           -          -  
      Greenville, South Carolina            -               310,545       511,438           -          -  

    Perkins Restaurants:
      Williamsville, New York (l)           -               349,299       649,528           -          -  
      Rochester, New York                   -               503,527             -           -          -  

    Shell's Seafood Restaurants:
      Copley Township, Ohio                 -               361,412       552,301           -          -  

    Shoney's Restaurants:
      Windcrest, Texas                      -               445,983       670,370           -          -  
      Wildwood, Florida                     -               420,416             -           -          -  
      Bedford, Indiana                      -               262,103             -           -          -  
      Grenada, Mississippi                  -               335,001       454,723           -          -  
      Huntsville, Alabama (g)               -               638,400       717,302           -          -  
      Corpus Christi, Texas                 -               803,380       516,606           -          -  
                                                       ------------  ------------  ----------  ---------  

                                                         $8,207,939    $8,656,905    $161,889          -  
                                                       ============  ============  ==========  =========  

Properties the Partnership has
  Invested in Under Direct
  Financing Leases:

    Burger King Restaurants:
      Suwanee, Georgia                       -                     -      $330,541           -          -  

    Denny's Restaurants:
      Alliance, Ohio                         -                92,120             -     490,706          -  
      Bluffton, Ohio                         -               150,380       538,173           -          -  
      N. Baltimore, Ohio                     -                     -       308,155           -          -  

    Hardee's Restaurants:
      Millbrook, Alabama                     -               125,703       541,865           -          -  
      Greenville, Tennessee                  -               127,449       402,926           -          -  
      Wooster, Ohio                          -               137,427       537,227           -          -  
      Auburn, Alabama                        -                85,890       364,269           -          -  

    Perkins Restaurants:
      Rochester, New York                    -                     -       648,182           -          -  

    Shoney's Restaurants:
      Wildwood, Florida                      -                     -       846,903           -          -  
      Bedford, Indiana                       -                     -       540,604           -          -  
                                                        ------------  ------------  ----------  ---------

                                                            $718,969    $5,058,845    $490,706          -
                                                        ============  ============  ==========  =========

Property in Which the
  Partners has a 67%
  Interest as Tenants-in-
  Common and has
  Invested in Under
  Operating Lease:

    IHOP Restaurant:
      Englewood Colorado                   -              $552,590             -           -          -  
                                                      ============  ============  ==========  =========  

Properties of Joint Venture in
  Which the Partnership has
  a 45.2% Interest and has
  Invested in Under
  Operating Leases:

    Burger King Restaurants:
      Columbus, Ohio                       -              $345,696      $651,985           -          -  
      San Antonio, Texas                   -               350,479       623,615           -          -  
      Pontiac, Michigan                    -               277,192       982,200           -          -  
      Raceland, Louisiana                  -               174,019       986,879           -          -  
      New Castle, Indiana                  -               264,239       662,265           -          -  
      Hastings, Minnesota                  -               155,553       657,159           -          -  
                                                      ------------  ------------  ----------  ---------  

                                                        $1,567,178    $4,564,103           -          -  
                                                      ============  ============  ==========  =========  

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 Parntership has a 27.33%
  Interest and has Invested in
  Under Operating Lease:

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

Property in Which the Partnership
  has a 67% Interest as Tenants-
  in-Common and has Invested
  In Under Direct Financing Leases

    IHOP Restaurant
      Englewood, Colorado                  -                     -    $1,008,839           -          -  
                                                      ============  ============  ==========  =========  



                                                                            
             Gross Amount at Which                                              Life on Which  
            Carried at Close of Period (c)                                     Depreciation in
  -----------------------------------------                Date                 Latest Income              
                 Buildings and              Accumulated   of Con-     Date      Statement is
       Land       Improvements     Total    Depreciation struction  Acquired      Computed
  -------------  ------------  ------------ ------------ ---------  --------   ---------------
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
     $289,663      $554,268      $843,931      $10,116    1985       05/91          (j)     
      430,563       454,823       885,386      114,890    1980       06/91          (b)     
      437,658            (f)      437,658           (d)   1991       11/91          (d)     
      360,181       529,594       889,775      125,991    1986       11/91          (b)     
      406,768       523,067       929,835        9,546    1983       12/96  (i)     (j)     
                                                                                          
                                                                                          
      240,876       258,469       499,345       62,027    1991       08/91          (b)     
      133,187            (f)      133,187           (d)   1986       11/91          (d)     
                                                                                          
                                                                                          
                                                                                          
      518,605       988,611     1,507,216      248,462    1990       06/91          (b)     
      652,103       982,353     1,634,456      246,889    1990       06/91          (b)     
                                                                                          
                                                                                          
      308,269       455,341       763,610      109,739    1991       10/91          (b)     
      310,545       511,438       821,983      122,699    1991       10/91          (b)     
                                                                                          
                                                                                          
      349,299       649,528       998,827        6,993    1986       12/91          (k)     
      503,527            (f)      503,527           (d)   1988       12/91          (d)     
                                                                                          
                                                                                          
      361,412       552,301       913,713       81,949    1991       12/91          (h)     
                                                                                          
                                                                                          
      445,983       670,370     1,116,353      165,113    1991       08/91          (b)     
      420,416            (f)      420,416           (d)   1991       08/91          (d)     
      262,103            (f)      262,103           (d)   1991       08/91          (d)     
      335,001       454,723       789,724      109,964    1991       09/91          (b)     
      638,400       717,302     1,355,702      173,201    1989       10/91          (b)     
      803,380       516,606     1,319,986      123,608    1991       10/91          (b)     
-------------  ------------  ------------  -----------                                    
                                                                                          
   $8,207,939    $8,818,794   $17,026,733   $1,711,187                                    
=============  ============  ============  ===========                                    
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
            -            (f)           (f)          (d)   1991       11/91          (d)     
                                                                                          
                                                                                          
           (f)           (f)           (f)          (e)   1992       10/91          (e)     
           (f)           (f)           (f)          (e)   1986       10/91          (e)     
            -            (f)           (f)          (d)   1986       11/91          (d)     
                                                                                          
                                                                                          
           (f)           (f)           (f)          (e)   1991       10/91          (e)     
           (f)           (f)           (f)          (e)   1991       10/91          (e)     
           (f)           (f)           (f)          (e)   1991       10/91          (e)     
           (f)           (f)           (f)          (e)   1991       10/91          (e)     
                                                                                          
                                                                                          
            -            (f)           (f)          (d)   1988       12/91          (d)     
                                                                                          
                                                                                          
            -            (f)           (f)          (d)   1991       08/91          (d)     
            -            (f)           (f)          (d)   1991       08/91          (d)     
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
     $552,590            (f)     $552,590           (d)   1996       07/97          (d)     
=============                ============                                                 
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
     $345,696      $651,985      $997,681     $157,845    1986       09/91          (b)     
      350,479       623,615       974,094      150,977    1986       09/91          (b)     
      277,192       982,200     1,259,392      237,791    1987       09/91          (b)     
      174,019       986,879     1,160,898      238,924    1988       09/91          (b)     
      264,239       662,265       926,504      160,335    1988       09/91          (b)     
      155,553       657,159       812,712      159,099    1990       09/91          (b)     
-------------  ------------  ------------  -----------                                    
                                                                                          
   $1,567,178    $4,564,103    $6,131,281   $1,104,971                                    
=============  ============  ============  ===========                                    
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
     $338,800      $650,109      $988,909     $146,467    1990       03/92          (b)     
      429,883       342,455       772,338       77,154    1990       03/92          (b)     
      350,932       773,129     1,124,061      174,183    1989       03/92          (b)     
      514,815       838,536     1,353,351      188,920    1987       03/92          (b)     
      203,095       719,226       922,321      162,039    1988       03/92          (b)     
      406,259       998,023     1,404,282      224,850    1987       03/92          (b)     
-------------  ------------  ------------  -----------                                    
                                                                                          
   $2,243,784    $4,321,478    $6,565,262     $973,613                                    
=============  ============  ============  ===========                                    
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
     $293,478      $997,104    $1,290,582     $207,799    1987       10/92          (b)     
=============  ============  ============  ===========                                    
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
            -            (f)           (f)          (d)   1996       07/97          (d)     
=============                                                                             
                                                                                          
                                                                                          
</TABLE>

<PAGE>


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

        NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                December 31, 1998


(a)      Transactions in real estate and accumulated  depreciation  during 1998,
         1997, and 1996, are summarized as follows:
<TABLE>
<CAPTION>

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

                   Balance, December 31, 1995                         $  16,043,836        $  994,804
                   Disposition                                             (406,768)               --
                   Acquisition                                              406,768                --
                   Depreciation expense                                          --           251,483
                                                                  -----------------    ---------------

                   Balance, December 31, 1996                            16,043,836         1,246,287
                   Disposition                                             (382,955)               --
                   Depreciation expense                                          --           251,483
                                                                  -----------------    ---------------

                   Balance, December 31, 1997                            15,660,881         1,497,770
                   Reclassified to operating lease                        1,726,862                --
                   Reclassified to capital lease                           (361,010)          (52,855 )
                   Depreciation expense                                          --           266,272
                                                                  -----------------    ---------------

                   Balance, December 31, 1998                         $  17,026,733       $ 1,711,187
                                                                  =================    ===============

              Properties of Joint Venture in Which
                the  Partnership  has a 45.2%
                Interest and has Invested in
                Under an Operating Lease:

                   Balance, December 31, 1995                          $  6,131,281        $  648,561
                   Depreciation expense                                          --           152,137
                                                                  -----------------    ---------------

                   Balance, December 31, 1996                             6,131,281           800,698
                   Depreciation expense                                          --           152,136
                                                                  -----------------    ---------------

                   Balance, December 31, 1997                             6,131,281           952,834
                   Depreciation expense                                          --           152,137
                                                                  -----------------    ---------------

                   Balance, December 31, 1998                          $  6,131,281       $ 1,104,971
                                                                  =================    ===============

</TABLE>


<PAGE>


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

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

                                December 31, 1998
<TABLE>
<CAPTION>

                                                                                           Accumulated
                                                                        Cost               Depreciation
                                                                   ----------------      ----------------
<S> <C>
          Properties  of  Joint  Venture  in
            Which  the  Partnership  has a 50%
            Interest and has Invested
            in Under Operating Leases:

               Balance, December 31, 1995                              $ 6,565,262             $  541,467
               Depreciation expense                                             --                144,049
                                                                   ----------------      ----------------

               Balance, December 31, 1996                                6,565,262                685,516
               Depreciation expense                                             --                144,049
                                                                   ----------------      ----------------

               Balance, December 31, 1997                                6,565,262                829,565
               Depreciation expense                                             --                144,048
                                                                   ----------------      ----------------

               Balance, December 31, 1998                              $ 6,565,262             $  973,613
                                                                   ================      ================

          Property  of Joint  Venture  in Which
            the  Partnership  has a 27.33%
            Interest and has Invested in
            Under an Operating Lease:

               Balance, December 31, 1995                              $ 1,290,582             $  108,088
               Depreciation expense                                             --                 33,237
                                                                   ----------------      ----------------

               Balance, December 31, 1996                                1,290,582                141,325
               Depreciation expense                                             --                 33,237
                                                                   ----------------      ----------------

               Balance, December 31, 1997                                1,290,582                174,562
               Depreciation expense                                             --                 33,237
                                                                   ----------------      ----------------

               Balance, December 31, 1998                              $ 1,290,582             $  207,799
                                                                   ================      ================

          Property   in  Which   the Partnership
            has  a  67%   Interest   as
            Tenants-in-Common  and has 
            Invested  in  Under a  Direct  Financing
            Lease:

               Balance, December 31, 1997                               $  552,590                $    --
               Depreciation expense (d)                                         --                     --
                                                                   ----------------      ----------------

               Balance, December 31, 1998                               $  552,590                $    --
                                                                   ================      ================
</TABLE>


<PAGE>


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

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

                                December 31, 1998



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

  (c)        As of December 31, 1998, the aggregate cost of the Properties owned
             by the  Partnership  and joint  ventures  for  federal  income  tax
             purposes was $23,476,756 and $15,548,555,  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.

  (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)        The  Huntsville  Property  contains  a  Shoney's  restaurant  and a
             Captain  D's  restaurant,  both of which are  operated  by the same
             lessee pursuant to one lease agreement.

  (h)        Effective  January  1,  1995,  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 as of  January  1,  1995,  and will be
             depreciated  over its remaining  estimated life of approximately 27
             years.  During 1997,  the  Partnership  released  this  Property to
             Shells Seafood Restaurants.

  (i)        This Property was  exchanged for a Burger King Property  previously
             owned and located in Woodmere, Ohio, during 1996.

  (j)        Effective  August 1, 1998, 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  as of  August  1,  1998,  and will be  depreciated  over its
             remaining estimated life of approximately 22 years.

  (k)        Effective  September  30,  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 at  September  30,  1998,  and will be
             depreciated  over its remaining  estimated life of approximately 23
             years.

  (l)        For financial  reporting  purposes,  the undepreciated  cost of the
             Property  in  Williamsville,  New  York,  was  written  down to net
             realizable  value due to an  impairment in value.  The  Partnership
             recognized the impairment by recording an allowance for loss on the
             building in the amount of $249,368 for the year ended  December 31,
             1998.  The   impairment  at  December  31,  1998,   represents  the
             difference  between the  Property's  carrying value and the current
             estimate of the net realizable  value of the Property.  The cost of
             the  Property  presented  on this  schedule is the gross  amount at
             which the Property was carried at December 31, 1998,  excluding the
             allowance for loss on the building.


<PAGE>


                                    EXHIBITS


<PAGE>







                                  EXHIBIT INDEX


  Exhibit Number

        3.1       Affidavit and Certificate of Limited Partnership of CNL Income
                  Fund  IX,  Ltd.  (Included  as  Exhibit  3.1  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  IX,  Ltd.  (Included  as  Exhibit  3.1  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  IX,   Ltd.   (Included   as   Exhibit   4.6  to
                  Post-Effective  Amendment No. 1 to Registration  Statement No.
                  33-35049 on Form S-11 and incorporated herein by reference.)

        10.1      Management  Agreement between CNL Income Fund IX, 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.)

        27        Financial Data Schedule (Filed herewith.)