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

                                   FORM 10-K/A
                                 Amendment No. 1


(Mark One)

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

                   For the fiscal year ended December 31, 1997

                                       OR

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

             For the transition period from __________ to __________


                         Commission file number 0-20016

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

                Florida                                 59-3004139
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

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

       Registrant's telephone number, including area code: (407) 422-1574

           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  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>



         The Form 10-K of CNL Income  Fund X, Ltd.  for the year ended  December
31,  1997 is being  amended  to  provide  additional  disclosure  under  Item 1.
Business, Item 2. Properties and Item 7. Management's Discussion and Analysis of
Financial  Condition and Results of Operations - Capital  Resources,  Short-Term
Liquidity and Long-Term Liquidity.


                                     PART I

Item 1.  Business

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


         The  Partnership  was organized to acquire both newly  constructed  and
existing  restaurant  properties,  as well as properties upon which  restaurants
were to be  constructed  (the  "Properties"),  which  are  leased  primarily  to
operators of national and regional fast-food and family-style  restaurant chains
(the "Restaurant Chains").  Net proceeds to the Partnership from its offering of
Units,  after  deduction  of  organizational  and  offering  expenses,  totalled
$35,200,000, and were used to acquire 47 Properties, including interests in nine
Properties  owned by joint  ventures in which the  Partnership is a co-venturer,
and to establish a working capital reserve for Partnership purposes.  During the
year ended  December  31,  1995,  the  Partnership  sold its Property in Denver,
Colorado, and reinvested the majority of the net sales proceeds in a Shoney's in
Fort Myers  Beach,  Florida.  During  the year  ended  December  31,  1996,  the
Partnership  reinvested  the remaining net sales  proceeds from the 1995 sale of
the  Property  in  Denver,  Colorado,  in a Golden  Corral  Property  located in
Clinton,   North  Carolina,   with   affiliates  of  the  General   Partners  as
tenants-in-common. During the year ended December 31, 1997, the Partnership sold
its  Property in Fremont,  California,  and  reinvested  the majority of the net
sales  proceeds in a Boston  Market in Homewood,  Alabama.  In addition,  during
1997,  the  Partnership  used  approximately  $130,400 that had been  previously
reserved for working capital purposes, to invest in a Chevy's Fresh Mex Property
located  in  Miami,   Florida,  with  affiliates  of  the  General  Partners  as
tenants-in-common.  As a result of the above  transactions,  as of December  31,
1997,  the  Partnership  owned 49  Properties.  The 49  Properties  include nine
Properties owned by joint ventures in which the Partnership is a co-venturer and
two Properties owned with affiliates as tenants-in-common.  During January 1998,
the Partnership sold its Property in Sacramento,  California,  to the tenant and
intends to  reinvest  the net sales  proceeds  in an  additional  Property.  The
Partnership  leases  the  Properties  on a  triple-net  basis  with the  lessees
responsible  for all repairs and  maintenance,  property  taxes,  insurance  and
utilities.


         The  Partnership  will hold its Properties  until the General  Partners
determine that the sale or other  disposition of the Properties is  advantageous
in view of the Partnership's investment objectives.  In deciding whether to sell
Properties, the General Partners will consider factors such as potential capital
appreciation,  net cash flow and  federal  income  tax  considerations.  Certain
lessees also have been granted options to purchase Properties,  generally at the
Property's  then fair market  value after a specified  portion of the lease term
has elapsed.  In general,  the General Partners plan to seek the sale of some of
the  Properties  commencing  seven  to 12 years  after  their  acquisition.  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  or joint  venture
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.  Generally,  the  leases of the  Properties  owned by the
Partnership  and the joint  ventures in which the  Partnership is a co-venturer,
provide for initial  terms  ranging  from 14 to 20 years (the  average  being 18
years) and expire between 2006 and 2016.  All leases are on a triple-net  basis,
with the lessee  responsible  for all repairs and  maintenance,  property taxes,
insurance and utilities.  The leases of the Properties  provide for minimum base
annual  rental  payments   (payable  in  monthly   installments)   ranging  from
approximately  $26,200 to  $198,500.  All of the leases  provide for  percentage
rent, based on sales in excess of a specified amount. In addition, a majority of
the leases provide that,  commencing in specified  lease years (ranging from the
second to the sixth lease year),  the annual base rent required  under the terms
of the lease will increase.

         Generally,  the leases of the Properties  provide for two to five -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.

         In December  1997,  the lease  relating to the Perkins  Property in Ft.
Pierce,  Florida,  was amended to provide for reduced base rents  effective  May
1997 through  December 31, 1998,  with rent deferrals  totalling  $144,633 being
payable by the tenant at the time that the Property is leased to another tenant,
the date the Property is sold or upon termination of the lease, whichever occurs
first.

Major Tenants

         During  1997,  three  lessees (or group of  affiliated  lessees) of the
Partnership and its consolidated joint venture,  (i) Golden Corral  Corporation,
(ii)  Foodmaker,  Inc. and (iii) Flagstar  Enterprises,  Inc. and Denny's,  Inc.
(which are affiliated  entities  under common  control of Flagstar  Corporation)
(hereinafter  referred to as Flagstar  Corporation),  each contributed more than
ten percent of the  Partnership's  total rental income  (including rental income
from the Partnership's consolidated joint venture and the Partnership's share of
rental income from eight Properties owned by  unconsolidated  joint ventures and
two Properties owned with affiliates as  tenants-in-common).  As of December 31,
1997,  Golden Corral  Corporation  was the lessee under leases  relating to four
restaurants,  Foodmaker,  Inc.  was the  lessee  under  leases  relating  to six
restaurants  and Flagstar  Corporation  was the lessee under leases  relating to
nine  restaurants.  It is anticipated  that based on the minimum rental payments
required by the leases,  these three lessees (or groups of  affiliated  lessees)
each will  continue to  contribute  more than ten  percent of the  Partnership's
total rental income in 1998 and subsequent  years. In addition,  five Restaurant
Chains, Golden Corral Family Steakhouse Restaurants ("Golden Corral"), Hardee's,
Burger King,  Shoney's  and Jack in the Box,  each  accounted  for more than ten
percent of the  Partnership's  total rental income during 1997 (including rental
income from the Partnership's  consolidated  joint venture and the Partnership's
share of rental  income  from eight  Properties  owned by  unconsolidated  joint
ventures and two  Properties  owned with  affiliates as  tenants-in-common).  In
subsequent  years, it is anticipated that these five Restaurant Chains each will
continue to account for more than ten percent of the Partnership's  total rental
income to which the  Partnership is entitled under the terms of the leases.  Any
failure of these  lessees  or  Restaurant  Chains  could  materially  affect the
Partnership's  income.  No single  tenant or group of  affiliated  tenants lease
Properties with an aggregate carrying value in excess of 20 percent of the total
assets of the Partnership.

Joint Venture Arrangements and Tenancy in Common Arrangements

         The Partnership has entered into a joint venture  arrangement,  Allegan
Real Estate Joint Venture,  with an unaffiliated entity to purchase and hold one
Property.  In addition,  the  Partnership  has entered into three separate joint
venture  arrangements:  CNL Restaurant  Investments III with CNL Income Fund IX,
Ltd., an affiliate of the General Partners, to purchase and hold six properties;
Ashland  Joint  Venture  with CNL Income Fund IX,  Ltd.  and CNL Income Fund XI,
Ltd., affiliates of the General Partners, to purchase and hold one Property; and
Williston Real Estate Joint Venture with CNL Income Fund XII, Ltd., an affiliate
of the General Partners,  to purchase and hold one Property.  The affiliates are
limited partnerships organized pursuant to the laws of the State of Florida.

         The joint  venture  arrangements  provide for the  Partnership  and its
joint venture  partners to share in all costs and benefits  associated  with the
joint ventures in accordance with their respective  percentage  interests in the
joint  ventures.  The  Partnership has an 88.26% interest in Allegan Real Estate
Joint Venture, a 50 percent interest in CNL Restaurant Investments III, a 10.51%
interest in Ashland  Joint Venture and a 41 percent  interest in Williston  Real
Estate Joint Venture.  The Partnership  and its joint venture  partners are also
jointly and severally liable for all debts, obligations and other liabilities of
the joint ventures.


         CNL  Restaurant  Investments  III's joint  venture  agreement  does not
provide a fixed term, but continues in existence  until  terminated by either of
the joint  venturers.  Ashland Joint Venture has an initial term of 30 years and
Allegan Real Estate Joint Venture and  Williston  Real Estate Joint Venture each
have an initial term of 20 years and,  after the expiration of the initial term,
each of the three joint ventures continues in existence from year to year unless
terminated  at the  option  of any of the  joint  venturers  or by an  event  of
dissolution.  Events  of  dissolution  include  the  bankruptcy,  insolvency  or
termination  of any  joint  venturer,  sale of the  Property  owned by the joint
venture and mutual  agreement of the Partnership and its joint venture  partners
to dissolve the joint venture.

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

         Net cash  flow  from  operations  of CNL  Restaurant  Investments  III,
Allegan Real Estate Joint  Venture,  Ashland Joint  Venture and  Williston  Real
Estate Joint Venture is distributed 50 percent,  88.26%,  10.51% and 41 percent,
respectively,  to the  Partnership and the balance is distributed to each of the
other joint venture  partners in  accordance  with their  respective  percentage
interest in the joint  venture.  Any  liquidation  proceeds,  after paying joint
venture debts and liabilities and funding  reserves for contingent  liabilities,
will be distributed  first to the joint venture  partners with positive  capital
account  balances in proportion to such balances until such balances equal zero,
and thereafter in proportion to each joint venture partner's percentage interest
in the joint venture.


         In addition to the above joint venture agreements, in January 1996, the
Partnership  entered  into an  agreement  to hold a Golden  Corral  Property  as
tenants-in-common  with CNL Income Fund IV, Ltd.,  CNL Income Fund VI, Ltd., and
CNL Income Fund XV, Ltd.,  affiliates  of the General  Partners.  The  agreement
provides  for the  Partnership  and the  affiliates  to share in the profits and
losses of the Property in proportion to each co- tenant's  percentage  interest.
The Partnership owns a 13.37% interest in this Property.

         In  addition,  in  December  1997,  the  Partnership  entered  into  an
agreement  to hold a Chevy's  Fresh Mex Property as  tenants-in-common  with CNL
Income  Fund III,  Ltd.,  CNL Income Fund VII,  Ltd.,  and CNL Income Fund XIII,
Ltd.,  affiliates  of the  General  Partners.  The  agreement  provides  for the
Partnership  and the  affiliates  to  share in the  profits  and  losses  of the
Property  in  proportion  to  each  co-venturer's   percentage   interest.   The
Partnership owns a 6.69% interest in this Property.

         Each of the affiliates is a limited  partnership  organized pursuant to
the laws of the State of Florida. The tenancy in common agreement restricts each
co-tenant's ability to sell, transfer,  or assign its interest in the tenancy in
common's Property without first offering it for sale to the remaining co-tenant.

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

Certain Management Services

         CNL Income Fund  Advisors,  Inc., an affiliate of the General  Partners
provided  certain  services  relating to management of the  Partnership  and its
Properties  pursuant to a  management  agreement  with the  Partnership  through
September 30, 1995.  Under this  agreement,  CNL Income Fund Advisors,  Inc. was
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 Income Fund  Advisors,  Inc. also
assisted the General Partners in negotiating the leases. For these services, the
Partnership  had agreed to pay CNL Income Fund  Advisors,  Inc. an annual fee of
one percent of the sum of gross 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,  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").

         Effective October 1, 1995, CNL Income Fund Advisors,  Inc. assigned its
rights  in,  and its  obligations  under,  the  management  agreement  with  the
Partnership  to CNL Fund  Advisors,  Inc. All of the terms and conditions of the
management agreement,  including the payment of fees, as described above, remain
unchanged.

         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.

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, 1997, the Partnership owned 49 Properties. Of the 49
Properties,  38 are  owned by the  Partnership  in fee  simple,  nine are  owned
through joint venture  arrangements  and two are owned through tenancy in common
arrangements.  See Item 1.  Business  - Joint  Venture  and  Tenancy  in  Common
Arrangements.  The Partnership is not permitted to encumber its Properties under
the terms of its  partnership  agreement.  Reference  is made to the Schedule of
Real Estate and Accumulated Depreciation 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 14,000
to 200,900  square  feet  depending  upon  building  size and local  demographic
factors.  Sites  purchased  by  the  Partnership  are  in  locations  zoned  for
commercial use which have been reviewed for traffic patterns and volume.



                                                         1

<PAGE>




         The following table lists the Properties owned by the Partnership as of
December 31, 1997 by state. More detailed information  regarding the location of
the  Properties  is  contained  in the  Schedule of Real Estate and  Accumulated
Depreciation filed with this report.

         State                                     Number of Properties
         -----                                     --------------------

         Alabama                                            2
         California                                         1
         Florida                                            6
         Idaho                                              1
         Illinois                                           1
         Louisiana                                          2
         Michigan                                           2
         Missouri                                           1
         Montana                                            6
         North Carolina                                     4
         New Hampshire                                      3
         New Mexico                                         3
         New York                                           3
         Ohio                                               3
         Pennsylvania                                       1
         South Carolina                                     1
         Tennessee                                          3
         Texas                                              6
                                                       ------
         TOTAL PROPERTIES:                                 49
                                                       ======

         Buildings.  Each of the Properties  owned by the Partnership  include a
building that is one of a Restaurant  Chain's  approved  designs.  The buildings
generally are  rectangular  and are  constructed  from various  combinations  of
stucco,  steel,  wood, brick and tile.  Building sizes range from  approximately
1,800 to 10,700 square feet.  All buildings on Properties are  freestanding  and
surrounded by paved  parking  areas.  Buildings  are suitable for  conversion to
various uses, although modifications may be required prior to use for other than
restaurant operations. As of December 31, 1997, the Partnership had no plans for
renovation of the Properties. Depreciation expense is computed for buildings and
improvements using the straight line method using a depreciable life of 40 years
for federal  income tax purposes.  As of December 31, 1997,  the aggregate  cost
basis of the Properties  owned by the  Partnership  (including its  consolidated
joint venture),  and the  unconsolidated  joint ventures  (including  Properties
owned through  tenancy in common  arrangements)  for federal income tax purposes
was $30,453,448 and $9,254,434, respectively.

                                                         2

<PAGE>


         The following table lists the Properties owned by the Partnership as of
December 31, 1997 by Restaurant Chain.


                                                         3

<PAGE>


         Restaurant Chain                    Number of Properties
         ----------------                    --------------------

         Boston Market                                 1
         Burger King                                  12
         Chevys Fresh Mex                              1
         Denny's                                       3
         Golden Corral                                 4
         Hardee's                                      7
         Jack in the Box                               6
         Long John Silver's                            2
         Perkins                                       3
         Pizza Hut                                     6
         Shoney's                                      4
                                                  ------
         TOTAL PROPERTIES                             49
                                                  ======

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

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

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

         At December 31, 1997, 1996, 1995, 1994, and 1993, all of the Properties
were  occupied.  The following is a schedule of the average annual rent for each
of the five years ended December 31:

<TABLE>
<CAPTION>
<S> <C>
                                                       For the Year Ended December 31:
                                   1997            1996              1995             1994             1993
                              -------------------------------------------------------------------------------------

    Rental Revenues (1)        $3,823,808        $3,894,384       $3,882,392        $4,050,876      $3,714,797
    Properties                         49                48               47                47              47
    Average Rent per Unit         $78,037           $81,133          $82,604           $86,189         $79,038
</TABLE>

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



                                                         4

<PAGE>



         The following is a schedule of lease expirations for leases in place as
of  December  31,  1997  for  each of the ten  years  beginning  with  1998  and
thereafter.

<TABLE>
<CAPTION>
<S> <C>
                                                                                            Percentage of
                                            Number              Annual Rental                Gross Annual
        Expiration Year                 of Leases                  Revenues                 Rental Income
    -----------------------        ------------------       --------------------            --------------
             1998                              -                          -                            -
             1999                              -                          -                            -
             2000                              -                          -                            -
             2001                              -                          -                            -
             2002                              -                          -                            -
             2003                              -                          -                            -
             2004                              -                          -                            -
             2005                              -                          -                            -
             2006                             10                    648,971                       16.97%
             2007                              3                    538,740                       14.09%
             Thereafter                       36                  2,636,162                       68.94%
                                        --------              -------------                -------------
             Totals                           49                  3,823,873                      100.00%
                                        ========              =============                =============
</TABLE>


         Leases  with  Major   Tenants.   The  terms  of  the  leases  with  the
Partnership's  major  tenants as of December  31,  1997 (see Item 1.  Business -
Major  Tenants),  are  substantially  the  same as  those  described  in Item 1.
Business -Leases.

      Golden  Corral  Corporation  leases four Golden  Corral  restaurants.  The
 initial term of each lease is 15 years (expiring between 2007 and 2011) and the
 average minimum base rent is approximately $156,900 (ranging from
approximately $88,100 to $198,500).

      Foodmaker,  Inc. leases six Jack in the Box restaurants.  The initial term
of each lease is between 18 and 20 years  (expiring  between  2009 and 2012) and
the  average  minimum  base  rent  is   approximately   $81,600   (ranging  from
approximately $62,900 to $99,400).

      Flagstar  Corporation  leases seven Hardee's  restaurants  and two Denny's
restaurants.  The initial term of each lease is 20 years  (expiring in 2012) and
the  average  minimum  base  rent  is   approximately   $69,100   (ranging  from
approximately $43,500 to $111,800).

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.

         At the time the Partnership elects to dispose of its Properties,  other
than as a result of the exercise of tenant options to purchase  Properties,  the
Partnership  will be in  competition  with other  persons and entities to locate
purchasers for its Properties.





                                                         5

<PAGE>



                                     PART II




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,  which are leased  primarily to operators of
selected national and regional fast-food and family-style Restaurant Chains. The
leases are triple-net  leases,  with the lessees  generally  responsible for all
repairs and maintenance, property taxes, insurance and utilities. As of December
31, 1997, the  Partnership  owned 49 Properties,  either  directly or indirectly
through joint venture or tenancy in common arrangements.


 Capital Resources

         The  Partnership's  primary  source  of  capital  for the  years  ended
December 31, 1997, 1996 and 1995, 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  $3,596,417,  $3,695,802
and  $3,527,362  for  the  years  ended  December  31,  1997,   1996  and  1995,
respectively.  The decrease in cash from operations  during 1997, as compared to
1996,  and the increase in 1996,  as compared to 1995,  is primarily a result of
changes in the  Partnership's  working  capital  during  each of the  respective
years.

         Other  sources and uses of capital  included the  following  during the
years ended December 31, 1997, 1996 and 1995.

         In July 1995, the  Partnership  sold a small parcel of land as a result
of an easement relating to its Property in Hendersonville,  North Carolina,  for
$7,200,  resulting  in a gain of $1,112 for  financial  reporting  purposes.  In
addition, in August 1995, the Partnership sold its Property in Denver, Colorado,
for $1,057,000  and received net sales  proceeds of  $1,050,186,  resulting in a
gain of $66,102 for financial reporting  purposes.  This Property was originally
acquired by the  Partnership  in December  1991 and had a cost of  approximately
$977,000,  excluding  acquisition fees and miscellaneous  acquisition  expenses;
therefore, the Partnership sold the Property for approximately $73,200 in excess
of its original  purchase price.  In September 1995, the Partnership  reinvested
$928,122 in a Shoney's in Fort Myers Beach, Florida.

         In October 1995, the tenant of the  Partnership's  Property  located in
Austin,  Texas,  entered into a sublease  agreement  for a vacant parcel of land
under which the subtenant  has the option to purchase  such land.  The subtenant
exercised the purchase  option and in accordance  with the terms of the sublease
agreement, the tenant assigned the purchase contract, together with the purchase
contract  payment of  $69,000  from the  subtenant,  to the  Partnership.  As of
February  28,  1998,  the  sale  for the  vacant  parcel  of land  had not  been
consummated  and as a result,  the net  proceeds  of $68,000  (representing  the
original $69,000  received by the Partnership,  less $1,000 in costs incurred in
anticipation of the sale) were recorded as a deposit at December 31, 1997.

         In January 1996,  the  Partnership  reinvested  the remaining net sales
proceeds  from  the 1995  sale of the  Property  in  Denver,  Colorado,  and the
proceeds  from  the  granting  of  an  easement  relating  to  the  Property  in
Hendersonville,  North Carolina, in a Golden Corral Property located in Clinton,
North Carolina, with affiliates of the General Partners as tenants-in-common. In
connection  therewith,  the  Partnership  and  its  affiliates  entered  into an
agreement  whereby each  co-venturer will share in the profits and losses of the
Property in proportion to its applicable percentage interest. As of December 31,
1997, the Partnership owned a 13.37% interest in this Property.


         In  September  1997,  the  Partnership  sold its  Property  in Fremont,
California,  to the  franchisor,  for $1,420,000 and received net sales proceeds
(net of $2,745 which  represents  amounts due to the former  tenant for prorated
rent) of  $1,363,805,  resulting in a gain of $132,238 for  financial  reporting
purposes. This Property was originally acquired by the Partnership in March 1992
and had a cost of  approximately  $1,116,900,  excluding  acquisition  fees  and
miscellaneous acquisition expenses; therefore, the Partnership sold the Property
for approximately  $249,700 in excess of its original purchase price. In October
1997,  the  Partnership  reinvested  approximately  $1,277,300  of the net sales
proceeds in a Boston  Market  Property in  Homewood,  Alabama.  The  Partnership
acquired the Boston Market  Property from an affiliate of the General  Partners.
The affiliate had purchased and temporarily  held title to the Property in order
to facilitate the acquisition of the Property by the  Partnership.  The purchase
price paid by the Partnership represented the costs incurred by the affiliate to
acquire the Property, including closing costs. The General Partners believe that
the transaction,  or a portion thereof,  relating to the sale of the Property in
Fremont,  California,  and the  reinvestment  of the proceeds in a Boston Market
Property in Homewood,  Alabama, will qualify as a like-kind exchange transaction
for federal  income tax  purposes.  However,  the  Partnership  will  distribute
amounts  sufficient  to enable the  Limited  Partners  to pay  federal and state
income taxes,  if any (at a level  reasonably  assumed by the General  Partners)
resulting from the sale. The  Partnership  intends to reinvest the remaining net
sales proceeds in an additional  Property or use such amounts to pay Partnership
liabilities.


         In December 1997, the Partnership used approximately  $130,400 that had
been previously  reserved for working capital  purposes,  to invest in a Chevy's
Fresh Mex Property  located in Miami,  Florida,  with  affiliates of the General
Partners as tenants-in-common.  In connection therewith, the Partnership and its
affiliates  entered into an agreement whereby each co-venturer will share in the
profits and losses of the Property in  proportion to its  applicable  percentage
interest.  As of December 31, 1997,  the  Partnership  owned a 6.69% interest in
this Property.

         During  1997,  the  Partnership  entered  into a  contract  to sell the
Property  in  Sacramento,  California,  to the  tenant.  In  January  1998,  the
Partnership sold this Property for $1,250,000 and received net sales proceeds of
$1,234,175,  resulting  in  a  gain  of  approximately  $163,300  for  financial
reporting  purposes.  The Partnership intends to reinvest the net sales proceeds
in an additional Property.


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

         Currently,  rental  income from the  Partnership's  Properties  and net
sales proceeds from the sale of Properties,  pending  reinvestment in additional
Properties or payment of Partnership  liabilities,  are invested in money market
accounts or other  short-term  highly liquid  investments such as demand deposit
accounts at  commercial  banks,  CDs and money market  accounts with less than a
30-day  maturity  date,  pending  the  Partnership's  use of such  funds  to pay
Partnership expenses or to make distributions to partners. At December 31, 1997,
the  Partnership  had  $1,583,883  invested in such  short-term  investments  as
compared to $1,769,483  at December 31, 1996.  The decrease in cash is primarily
attributable  to the  Partnership  using  approximately  $130,400  that had been
previously  reserved  for  working  capital  purposes,  to invest in a  Property
located in Miami,  Florida, with affiliates,  as tenants-in-common,  in December
1997.  As of December 31, 1997,  the average  interest rate earned on the rental
income   deposited  in  demand   deposit   accounts  at  commercial   banks  was
approximately three percent annually.  The funds remaining at December 31, 1997,
after payment of distributions and other  liabilities,  will be used to meet the
Partnership's working capital and other needs.

                                                         6

<PAGE>


Short-Term Liquidity

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


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



                                                         7

<PAGE>



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

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


         The Partnership  generally  distributes cash from operations  remaining
after the payment of the operating  expenses of the  Partnership,  to the extent
that  the  General  Partners   determine  that  such  funds  are  available  for
distribution. Based on cash from operations, and during the years ended December
31,  1996 and  1995,  cumulative  excess  operating  reserves,  the  Partnership
declared  distributions to the Limited Partners of $3,600,003 for the year ended
December 31, 1997 and  $3,640,003  for each of the years ended December 31, 1996
and 1995.  This  represents  distributions  of $0.90 per Unit for the year ended
December  31, 1997 and $0.91 per Unit for each of the years ended  December  31,
1996 and 1995. The General Partners anticipate that the Partnership will declare
a special  distribution to the Limited  Partners during the quarter ending March
31,  1998,   representing  cumulative  excess  operating  reserves.  No  amounts
distributed to the Limited  Partners for the years ended December 31, 1997, 1996
and 1995, 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.


                                                         8

<PAGE>



         During 1997, 1996 and 1995, affiliates of the General Partners incurred
$86,327, $112,363 and $100,249, respectively, for certain operating expenses. As
of  December  31,  1997 and  1996,  the  Partnership  owed  $4,946  and  $1,609,
respectively,  to affiliates for such amounts and accounting and  administrative
services. As of February 28, 1998, the Partnership had reimbursed the affiliates
all such amounts. Other liabilities,  including distributions payable, decreased
to  $1,066,237  at December  31,  1997,  from  $1,148,901  at December 31, 1996,
partially  as the result of the  Partnership's  accruing a special  distribution
payable to the Limited  Partners of $40,000 at December 31, 1996, which was paid
in January 1997. Other  liabilities also decreased due to a decrease in escrowed
real estate taxes  payable and rents paid in advance at December  31, 1997.  The
General  Partners  believe that the  Partnership  has sufficient cash on hand to
meet its current working capital needs.

Long-Term Liquidity

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


Results of Operations

         During  1995,  the  Partnership   owned  and  leased  39  wholly  owned
Properties (including one Property in Denver, Colorado, which was sold in August
1995), during 1996, the Partnership owned and leased 38 wholly owned Properties,
and during 1997,  the  Partnership  owned and leased 39 wholly owned  Properties
(including  one  Property in Fremont,  California,  which was sold in  September
1997).  In  addition,  during  1997,  1996  and  1995,  the  Partnership  was  a
co-venturer  in three  separate  joint  ventures  that each owned and leased one
Property and one joint  venture  which owned and leased six  Properties.  During
1996,  the  Partnership  also owned and leased one Property  with  affiliates as
tenants-in-common  and  during  1997,  the  Partnership  owned  and  leased  two
Properties  with affiliates as  tenants-in-common.  As of December 31, 1997, the
Partnership  owned,  either  directly or through joint venture  arrangements  49
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 $26,200 to $198,500.  All of the leases
provide for percentage rent based on sales in excess of a specified  amount.  In
addition,  a majority of the leases provide that,  commencing in specified lease
years  (ranging  from the second to the sixth lease year),  the annual base rent
required under the terms of the lease will increase.  For further description of
the Partnership's leases and Properties, see Item 1. Business Leases and Item 2.
Properties, respectively.

         During  the  years  ended  December  31,  1997,   1996  and  1995,  the
Partnership  and its  consolidated  joint  venture,  Allegan  Real Estate  Joint
Venture, earned $3,402,320,  $3,481,139 and $3,474,227,  respectively, in rental
income from operating leases and earned income from direct financing leases. The
decrease in rental and earned  income  during  1997,  as  compared  to 1996,  is
partially  attributable to the Partnership increasing its allowance for doubtful
accounts by  approximately  $64,600 during 1997, for rental amounts  relating to
the Perkins  Properties  located in Lancaster and Amherst,  New York,  which are
leased by the same  tenant,  due to the  financial  difficulties  the  tenant is
experiencing.  No such allowance was  established  during 1996. The  Partnership
intends  to pursue  collection  of past due  amounts  from this  tenant and will
recognize  such amounts as income if  collected.  Rental and earned  income also
decreased by approximately  $36,600 during 1997, as compared to 1996, due to the
fact that the Partnership sold its Property in Fremont, California, in September
1997. This decrease was partially offset by an increase of approximately $28,100
in rental  income as a result of  reinvesting  the  majority  of these net sales
proceeds in a Property in Homewood, Alabama, in October 1997.

         During  the  years  ended  December  31,  1997,   1996  and  1995,  the
Partnership  also  earned  $51,678,  $45,126  and  $53,189,   respectively,   in
contingent rental income.  The increase in contingent rental income during 1997,
as compared to 1996,  is primarily  attributable  to a change in the  percentage
rent formula in accordance  with the terms of the lease agreement for one of the
Partnership's  leases during 1997. The decrease in contingent  rent during 1996,
as compared to 1995, was primarily a result of decreases in gross sales relating
to certain restaurant Properties during 1996.

         For the years ended December 31, 1997,  1996 and 1995, the  Partnership
also earned $278,919, $278,371 and $267,799,  respectively,  attributable to net
income earned by  unconsolidated  joint  ventures in which the  Partnership is a
co-venturer.  The increase in net income earned by unconsolidated joint ventures
during 1996, as compared to 1995, is primarily  attributable  to the Partnership
investing  in a Property in  Clinton,  North  Carolina,  in January  1996,  with
affiliates of the General Partners as  tenants-in-common,  as described above in
"Capital Resources."

         During at least one of the years  ended  December  31,  1997,  1996 and
1995, three lessees (or group of affiliated lessees), of the Partnership and its
consolidated  joint  venture,  Golden Corral  Corporation,  Foodmaker,  Inc. and
Flagstar   Corporation,   each   contributed   more  than  ten  percent  of  the
Partnership's   total  rental   income   (including   rental   income  from  the
Partnership's  consolidated joint venture and the Partnership's  share of rental
income from eight  Properties  owned by  unconsolidated  joint  ventures and two
Properties owned with affiliates as tenants-in-common). As of December 31, 1997,
Golden  Corral  Corporation  was  the  lessee  under  leases  relating  to  four
restaurants,  Foodmaker,  Inc.  was the  lessee  under  leases  relating  to six
restaurants  and Flagstar  Corporation  was the lessee under leases  relating to
nine  restaurants.  It is anticipated  that based on the minimum rental payments
required by the leases,  these three lessees (or groups of  affiliated  lessees)
each will  continue to  contribute  more than ten  percent of the  Partnership's
total rental income during 1998 and  subsequent  years.  In addition,  during at
least one of the years ended December 31, 1997,  1996 and 1995,  five Restaurant
Chains, Golden Corral, Hardee's, Burger King, Shoney's and Jack in the Box, each
accounted  for more than ten percent of the  Partnership's  total rental  income
(including rental income from the Partnership's  consolidated  joint venture and
the  Partnership's  share  of  rental  income  from  eight  Properties  owned by
unconsolidated  joint  ventures  and two  Properties  owned with  affiliates  as
tenants-in-common).  In  subsequent  years,  it is  anticipated  that these five
Restaurant Chains each will continue to account for more than ten percent of the
Partnership's total rental income to which the Partnership is entitled under the
terms of the leases.  Any failure of these  lessees or  Restaurant  Chains could
materially affect the Partnership's income.

         Operating expenses,  including  depreciation and amortization  expense,
were $414,105, $410,057 and $390,926 for the years ended December 31, 1997, 1996
and 1995,  respectively.  The increase in  operating  expenses  during 1997,  as
compared  to  1996,  is  partially  a  result  of  the   Partnership   recording
approximately  $9,700,  for real estate taxes relating to the Perkins Properties
located in Lancaster and Amherst, New York, which are leased by the same tenant,
due to the current financial  difficulties of the tenant. Payment of these taxes
remains the responsibility of the tenant of this Property;  however, the General
Partners  believe that the tenant's  ability to pay these  expenses is doubtful.
The Partnership intends to pursue collection from the tenant of any such amounts
paid by the  Partnership and will recognize such amounts as income if collected.
The  increase in  operating  expenses  during  1997,  as  compared  to 1996,  is
partially  offset  by a  decrease  in  accounting  and  administrative  expenses
associated with operating the Partnership and its Properties.

         The increase in operating expenses during 1997, as compared to 1996, is
also  partially  attributable  to, and the increase  during 1996, as compared to
1995,  is partially  offset by a decrease in state taxes during 1996 as a result
of receiving a state tax refund from the state of New Hampshire during 1996, for
taxes paid in prior years.

         Operating  expenses  increased during 1996, as compared to 1995, due to
an increase in accounting and administrative  expenses associated with operating
the  Partnership  and its Properties  and an increase in insurance  expense as a
result of the General  Partners'  obtaining  contingent  liability  and Property
coverage for the  Partnership  beginning in May 1995.  Operating  expenses  also
increased  during 1996, as compared to 1995, due to an increase in  professional
fees during the year ended December 31, 1996, as a result of obtaining appraisal
updates for 1996 and 1995, to prepare an annual  statement of unit  valuation to
qualified plans in accordance with the Partnership's partnership agreement.


         As a result of the sale of the  Property  in  Fremont,  California,  as
discussed above in "Capital  Resources,"  the  Partnership  recognized a gain of
$132,238 for financial  reporting purposes for the year ended December 31, 1997.
In addition, as a result of the granting of an easement relating to the Property
in  Hendersonville,  North  Carolina,  and the sale of the  Property  in Denver,
Colorado, as described above in "Capital Resources," the Partnership  recognized
a gain for  financial  reporting  purposes  of  $67,214  during  the year  ended
December 31, 1995.  No Properties  were sold during the year ended  December 31,
1996.


         The General Partners of the Partnership are in the process of assessing
and  addressing the impact of the year 2000 on their company  package  software.
The  hardware and  built-in  software  are  believed to be year 2000  compliant.
Accordingly, the General Partners do not expect this matter to materially impact
how the  Partnership  conducts  business  nor its  current or future  results of
operations or financial position.

         The Partnership's leases as of December 31, 1997, 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.




                                                         9

<PAGE>



                                   SIGNATURES



         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  on the 29th day of
July, 1999.


                                          CNL INCOME FUND X, LTD.

                                          By:      CNL REALTY CORPORATION
                                                   General Partner

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


                                          By:      ROBERT A. BOURNE
                                                   General Partner

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

                                          By:      JAMES M. SENEFF, JR.
                                                   General Partner

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


<PAGE>


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

       Signature                      Title                       Date
       ---------                      -----                       ----

/s/ Robert A. Bourne          President, Treasurer and         July 29, 1999
Robert A. Bourne              Director (Principal Financial
                              and Accounting Officer)



/s/ James M. Seneff, Jr.      Chief Executive Officer          July 29, 1999
James M. Seneff, Jr.          and Director (Principal
                              Executive Officer)





<PAGE>