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, 1999

                                       OR

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

                        For the transition period from to


                         Commission file number 0-20016

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

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

                             450 South Orange Avenue
                             Orlando, Florida 32801
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (407) 540-2000

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

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

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

              Units of limited partnership interest ($10 per Unit)
                                (Title of class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or such shorter  period that the registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days: Yes X No

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [x]

         Aggregate market value of the voting stock held by nonaffiliates of the
registrant:  The registrant registered an offering of 4,000,000 units of limited
partnership  interest  (the  "Units") on Form S-11 under the  Securities  Act of
1933, as amended. Since no established market for such Units exists, there is no
market value for such Units. Each Unit was originally sold at $10 per Unit.

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None

<PAGE>




                                     PART I

Item 1.  Business

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

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

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

         As a result of the above  transactions,  as of December 31,  1999,  the
Partnership owned 49 Properties.  The 49 Properties  include 11 Properties owned
by joint ventures in which the  Partnership is a co-venturer  and two Properties
owned with affiliates of the General Partners to purchase and hold one Property.
The Partnership  leases the Properties  generally on a triple-net basis with the
lessees responsible for all repairs and maintenance,  property taxes,  insurance
and utilities.

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

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

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  2019.  All  leases  are  generally  on a
triple-net basis,  with the lessee  responsible for all repairs and maintenance,
property taxes,  insurance and utilities.  The leases of the Properties  provide
for  minimum  base annual  rental  payments  (payable  in monthly  installments)
ranging  from  approximately  $28,000 to  $198,500.  The  majority of the leases
provide for percentage rent, based on sales in excess of a specified  amount. In
addition,  a majority of the leases provide that,  commencing in specified lease
years  (ranging  from the second to the sixth lease year),  the annual base rent
required under the terms of the lease will increase.

         Generally,  the  leases  of the  Properties  provide  for  two to  five
five-year  renewal  options  subject  to the same  terms and  conditions  as the
initial lease.  Lessees of 33 of the  Partnership's 49 Properties also have been
granted options to purchase  Properties at the Property's then fair market value
after a specified portion of the lease term has elapsed.  Fair market value will
be determined  through an appraisal by an independent  appraisal firm. Under the
terms of certain leases,  the option purchase price may equal the  Partnership's
original cost to purchase the Property  (including  acquisition  costs),  plus a
specified percentage from the date of the lease or a specified percentage of the
Partnership's purchase price, if that amount is greater than the Property's fair
market value at the time the purchase option is exercised.

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

         In March,  1996,  the lease  relating  to the  Perkins  Property in Ft.
Pierce,  Florida,  was  amended  to  provide  for  annual  base  rent  effective
retroactively  back to October 1, 1995 through January 1, 1997. In addition,  in
December  1998,  retroactive  back to May 1997 through  December  31, 1998,  the
Partnership  agreed to reduce base rent, with rent deferrals  totaling  $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.  Effective  January 1, 1999, the rents reverted back to
the amounts due under the  original  lease  agreement.  In September  1999,  the
tenant vacated the Property.  The Partnership is currently seeking a replacement
tenant or a purchaser for this Property.

         During 1998, two tenants, Brambury Associates, Inc. and Boston Chicken,
Inc.,  filed for  bankruptcy  and rejected  the leases  relating to two of their
three  Properties  and ceased making rental  payments to the  Partnership on the
rejected leases. In January 2000, the Partnership  re-leased one of the rejected
lease Properties to a new tenant,  to operate a Kinko's Copies.  The Partnership
will not recognize  rental and earned income from the remaining  rejected  lease
Property  until a new tenant is located  or until the  Property  is sold and the
proceeds from such sale is reinvested in an additional Property. The Partnership
continued  receiving rental payments relating to the lease that was not rejected
until the  Partnership  sold this  Property  in March 1999.  In March 1999,  the
Partnership  reinvested  the net  sales  proceeds  in a Golden  Corral  Property
located in Fremont,  Nebraska.  The lost revenues  resulting  from the remaining
lease that was rejected, as described above, could have an adverse affect on the
results  of  operations  of the  Partnership  if the  Partnership  is  unable to
re-lease this Property in a timely  manner.  The General  Partners are currently
seeking either a new tenant or purchaser for the Property.

         In January 1999 and November  1999, the  Partnership  invested in Ocean
Shores  Joint  Venture and Peoria Joint  Venture,  each with  affiliates  of the
General  Partners  to hold one  restaurant  property.  The  lease  terms for the
Properties  owned  by the  joint  ventures  are  substantially  the  same as the
Partnership's other leases as described above.

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


<PAGE>



Major Tenants

         During 1999, two lessees of the Partnership and its consolidated  joint
venture,  Golden Corral  Corporation and Jack in the Box Inc., each  contributed
more than ten percent of the Partnership's total rental income (including rental
income from the Partnership's  consolidated  joint venture and the Partnership's
share of  rental  income  from ten  Properties  owned  by  unconsolidated  joint
ventures and two  Properties  owned with  affiliates of the General  Partners as
tenants-in-common).  As of December 31, 1999, Golden Corral  Corporation was the
lessee under leases  relating to five  restaurants and Jack in the Box, Inc. was
the lessee under leases  relating to six  restaurants.  It is  anticipated  that
based on the minimum rental payments  required by the leases,  these two lessees
each will  continue to  contribute  more than ten  percent of the  Partnership's
total rental income in 2000. 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 1999 (including rental income from the
Partnership's  consolidated joint venture and the Partnership's  share of rental
income  from ten  Properties  owned by  unconsolidated  joint  ventures  and two
Properties owned with affiliates of the General Partners as  tenants-in-common).
In 2000, it is anticipated that these five 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 the  leases.  Any failure of these
lessees  or  Restaurant  Chains  could  have a  material  adverse  affect on the
Partnership's  income if the  Partnership is not able to re-lease the Properties
in a timely  manner.  No single  tenant or groups of  affiliated  tenants  lease
Properties  with an  aggregate  carrying  value,  in excess of 20 percent of the
total assets of the Partnership.

Joint Venture and Tenancy in Common Arrangements

         The Partnership has entered into a joint venture  arrangement,  Allegan
Real Estate Joint Venture,  with an unaffiliated entity to purchase and hold one
Property.  In addition,  the  Partnership  has entered into three separate joint
venture  arrangements:  CNL Restaurant  Investments III with CNL Income Fund IX,
Ltd., to purchase and hold six Properties; Ashland Joint Venture with CNL Income
Fund IX, Ltd. and CNL Income Fund XI, Ltd.,  to purchase and hold one  Property;
and  Williston  Real Estate  Joint  Venture with CNL Income Fund XII,  Ltd.,  to
purchase and hold one Property.  In addition,  in January 1999, the  Partnership
entered into a joint venture arrangement,  Ocean Shores Joint Venture,  with CNL
Income Fund XVII, Ltd., to purchase and hold one restaurant Property.

         In November  1999,  the  Partnership  also entered into a joint venture
arrangement,  Peoria Joint  Venture,  with CNL Income Fund II, Ltd., to purchase
and hold one restaurant  Property.  Each of the CNL Income Funds is an affiliate
of the General Partners and is a limited  partnership  organized pursuant to the
laws of the State of Florida.

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

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

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

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

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

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

Certain Management Services

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

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

Employees

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


<PAGE>



Item 2.  Properties

         As of December 31, 1999, the Partnership owned 49 Properties. Of the 49
Properties,  36 are owned by the Partnership in fee simple, 11 are owned through
joint  venture  arrangements  and  two  are  owned  through  tenancy  in  common
arrangements.  See Item 1.  Business  - Joint  Venture  and  Tenancy  in  Common
Arrangements.  The Partnership is not permitted to encumber its Properties under
the terms of its  partnership  agreement.  Reference  is made to the Schedule of
Real Estate and  Accumulated  Depreciation  for a listing of the  Properties and
their  respective  costs,  including  acquisition  fees and certain  acquisition
expenses.

Description of Properties

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

         The following table lists the Properties owned by the Partnership as of
December 31, 1999 by state. More detailed information  regarding the location of
the  Properties  is  contained  in the  Schedule of Real Estate and  Accumulated
Depreciation for the year ended December 31, 1999.

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

          Alabama                                                2
          Arizona                                                1
          Florida                                                5
          Idaho                                                  1
          Illinois                                               1
          Louisiana                                              2
          Michigan                                               2
          Missouri                                               1
          Montana                                                5
          Nebraska                                               1
          New Hampshire                                          3
          New Mexico                                             3
          New York                                               2
          North Carolina                                         4
          Ohio                                                   3
          Pennsylvania                                           1
          South Carolina                                         1
          Tennessee                                              3
          Texas                                                  7
          Washington                                             1
                                                             ------
          TOTAL PROPERTIES                                      49
                                                             ======


         Buildings.  Each of the Properties owned by the Partnership  includes a
building that is one of a Restaurant  Chain's  approved  designs.  The buildings
generally are  rectangular  and are  constructed  from various  combinations  of
stucco,  steel,  wood, brick and tile.  Building sizes range from  approximately
1,800 to 10,700 square feet.  All buildings on Properties are  freestanding  and
surrounded by paved  parking  areas.  Buildings  are suitable for  conversion to
various uses, although modifications may be required prior to sue for other than
restaurant operations. As of December 31, 1999, 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, 1999, the aggregate cost of
the  Properties  owned by the  Partnership  (including  its  consolidated  joint
venture) and the  unconsolidated  joint  ventures  (including  Properties  owned
through  tenancy in common  arrangements)  for federal  income tax  purposes was
$19,722,031 and $9,399,386, respectively.


<PAGE>


         The following table lists the Properties owned by the Partnership as of
December 31, 1999 by Restaurant Chain.

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

                Boston Market                                         1
                Burger King                                          13
                Chevy's Fresh Mex                                     1
                Denny's                                               3
                Golden Corral                                         5
                Hardee's                                              7
                IHOP                                                  1
                Jack in the Box                                       6
                Long John Silver's                                    2
                Perkins                                               2
                Pizza Hut                                             5
                Shoney's                                              3
                                                                   -----
                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, 1999,  1998,  1997, 1996, and 1995, the Properties were
96%,  96%,  100%,  100%,  and 100%  occupied,  respectively.  The following is a
schedule of the average rent per Property for the years ended December 31:
<TABLE>
<CAPTION>
<S> <C>

                                      1999              1998             1997              1996              1995
                                  --------------    -------------    --------------    -------------     -------------

Rental Revenues (1)                  $3,490,765      $3,163,838        $3,823,808       $3,894,384        $3,882,392
Properties (2)                               47              47                49               48                47
Average Rent Per Property              $ 74,272        $ 67,316          $ 78,037         $ 81,133          $ 82,604
</TABLE>


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

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



         The following is a schedule of lease expirations for leases in place as
of December 31, 1999, for the next ten years and thereafter.
<TABLE>
<CAPTION>
<S> <C>

                                                  Percentage of
                                Number            Annual Rental             Gross Annual
  Expiration Year              of Leases            Revenues                Rental Income
 -------------------         --------------      ----------------         ------------------

       2000                     --                      $     --                        --
       2001                     --                            --                        --
       2002                     --                            --                        --
       2003                     --                            --                        --
       2004                     --                            --                        --
       2005                     --                            --                        --
       2006                      10                      653,230                    20.21%
       2007                      3                       538,740                    16.67%
       2008                     --                            --                        --
       2009                      4                       344,873                    10.67%
       Thereafter                30                    1,695,269                    52.45%
                              ---------          ----------------         -----------------
       Total (1)                 47                 $  3,232,112                   100.00%
                              =========          ================         =================
</TABLE>


(1) Excludes two Properties which were vacant at December 31, 1999.

         Leases  with  Major   Tenants.   The  terms  of  the  leases  with  the
Partnership's  major  tenants as of December  31,  1999 (see Item 1.  Business -
Major  Tenants),  are  substantially  the  same as  those  described  in Item 1.
Business Leases.

         Golden Corral  Corporation leases five Golden Corral  restaurants.  The
initial term of each lease is 15 years (expiring  between 2007 and 2014) and the
average minimum base rent is approximately  $160,250 (ranging from approximately
$102,300 to $198,500).

         Jack in the Box  Inc.  leases  six  Jack  in the Box  restaurants.  The
initial term of each lease is between 18 and 20 years (expiring between 2009 and
2016) and the average minimum base rent is  approximately  $77,750 (ranging from
approximately $63,000 to $92,600).

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.


Item 3.  Legal Proceedings

         On May 11,  1999,  four  limited  partners in several CNL Income  Funds
served a derivative  and  purported  class action  lawsuit  filed April 22, 1999
against the general  partners and APF in the Circuit Court of the Ninth Judicial
Circuit of Orange County,  Florida,  alleging that the general partners breached
their fiduciary duties and violated provisions of certain of the CNL Income Fund
partnership  agreements in connection with the proposed  Merger.  The plaintiffs
are seeking  unspecified  damages and  equitable  relief.  On July 8, 1999,  the
plaintiffs  filed an  amended  complaint  which,  in  addition  to naming  three
additional   plaintiffs,   includes  allegations  of  aiding  and  abetting  and
conspiring to breach  fiduciary  duties,  negligence  and breach of duty of good
faith against certain of the defendants and seeks additional  equitable  relief.
As amended,  the  caption of the case is Jon Hale,  Mary J.  Hewitt,  Charles A.
Hewitt,  Gretchen M. Hewitt,  Bernard J. Schulte,  Edward M. and Margaret  Berol
Trust,  and Vicky Berol v. James M. Seneff,  Jr.,  Robert A. Bourne,  CNL Realty
Corporation, and CNL American Properties Fund, Inc., Case No.
CIO-99-0003561.

         On June 22, 1999, a limited  partner of several CNL Income Funds served
a purported  class  action  lawsuit  filed  April 29,  1999  against the general
partners and APF, Ira Gaines,  individually  and on behalf of a class of persons
similarly situated, v. CNL American Properties Fund, Inc., James M. Seneff, Jr.,
Robert A. Bourne, CNL Realty Corporation, CNL Fund Advisors, Inc., CNL Financial
Corporation  a/k/a CNL Financial  Corp.,  CNL Financial  Services,  Inc. and CNL
Group,  Inc., Case NO.  CIO-99-3796,  in the Circuit Court of the Ninth Judicial
Circuit of Orange County,  Florida,  alleging that the general partners breached
their fiduciary  duties and that APF aided and abetted their breach of fiduciary
duties  in  connection  with the  proposed  Merger.  The  plaintiff  is  seeking
unspecified damages and equitable relief.

         On  September  23,  1999,  Judge  Lawrence  Kirkwood  entered  an order
consolidating  the  two  cases  under  the  caption  In  re:  CNL  Income  Funds
Litigation,  Case No. 99-3561.  Pursuant to this order,  the plaintiffs in these
cases filed a  consolidated  and  amended  complaint  on  November  8, 1999.  On
December 22, 1999,  the General  Partners and CNL Group,  inc.  filed motions to
dismiss and motions to strike.  On December 28, 1999, APF and CNL Fund Advisors,
Inc. filed motions to dismiss.  On March 6, 2000, all of the defendants  filed a
Joint Notice of Filing Form 8-K Reports and Suggestion of Mootness.


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

         Not applicable.


<PAGE>


                                     PART II


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

(a) As of March 15, 2000, there were 3,507 holders of record of the Units. There
is no public  trading  market for the Units,  and it is not  anticipated  that a
public  market for the Units will  develop.  During 1999,  Limited  Partners who
wished to sell their Units may have  offered the Units for sale  pursuant to the
Partnership's  distribution reinvestment plan (the "Plan"), and Limited Partners
who wished to have their  distributions used to acquire additional Units (to the
extent Units were  available  for  purchase),  may have done so pursuant to such
Plan. The General Partners have the right to prohibit  transfers of Units.  From
inception, the price for any Unit transferred pursuant to the Plan was $9.50 per
Unit.  The price paid for any Unit  transferred  other than pursuant to the Plan
was subject to negotiation by the purchaser and the selling Limited Partner. The
Partnership will not redeem or repurchase Units.

         The following table reflects,  for each calendar quarter, the high, low
and average  sales prices for transfers of Units during 1999 and 1998 other than
pursuant to the Plan, net of commissions.
<TABLE>
<CAPTION>
<S> <C>
                                             1999 (1)                               1998 (1)
                                 ----------------------------------     ----------------------------------
                                   High         Low        Average        High         Low       Average
                                 ---------    --------    ----------    ---------    --------   -----------
         First Quarter                (2)         (2)           (2)       $10.00       $9.30         $9.65
         Second Quarter               (2)         (2)           (2)         9.50        8.50          9.30
         Third Quarter              $9.50       $7.83         $8.58         9.50        7.80          9.29
         Fourth Quarter              8.42        7.27          7.78         9.70        8.25          8.85

</TABLE>

(1)      A total of 5,600 and 19,100 Units were transferred  other than pursuant
         to  the  Plan  for  the  years  ended   December  31,  1999  and  1998,
         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,  1999 and  1998,  the  Partnership
declared cash distributions of $3,600,004 and $3,680,004,  respectively,  to the
Limited  Partners.  Distributions for 1998 include $80,000 declared as a special
distribution  to the Limited  Partners of $80,000 which  represented  cumulative
excess  operating  reserves.  No amounts  distributed  to partners for the years
ended December 31, 1999 and 1998, are required to be or have been treated by the
Partnership  as a return of capital  for  purposes  of  calculating  the Limited
Partners' return on their adjusted capital contributions.  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                    1999                1998
         ---------------------       ---------------     ----------------

         March 31                          $900,001             $980,001
         June 30                            900,001              900,001
         September 30                       900,001              900,001
         December 31                        900,001              900,001

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

(b)      Not applicable

<PAGE>


Item 6.  Selected Financial Data
<TABLE>
<CAPTION>
<S> <C>
                                        1999              1998               1997               1996              1995
                                   ---------------    --------------     --------------    ---------------    --------------
  Year ended December 31:
    Revenues (1)                       $3,417,506        $3,169,493         $3,813,248         $3,871,869        $3,875,779
    Net income (2)                      2,269,401         1,878,858          3,531,381          3,461,812         3,552,067
    Cash distributions
       declared (3)                     3,600,004         3,680,004          3,600,003          3,640,003         3,640,003
    Net income per Unit (2)                   .56               .46                .87                .86               .88
    Cash distributions
       declared per Unit (3)                  .90               .92                .90                .91               .91

  At December 31:
    Total assets                      $33,248,120       $34,480,865        $36,289,727        $36,437,560        $36,563,796
    Partners' capital                  32,022,294        33,352,897         35,154,043         35,222,665         35,400,856
</TABLE>


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

(2)      Net income for the years ended December 31, 1999,  1998, 1997 and 1995,
         includes $32,499, $218,960, $132,238, and $67,214,  respectively,  from
         gains on sale of land and  buildings.  Net income  for the years  ended
         December  31,  1999  and  1998,   includes   $357,760  and  $1,001,846,
         respectively,  from  provision  for  loss  on  land,  building  and net
         investment in direct financing lease.

(3)      Distributions  for the years ended  December 31, 1998,  1996, and 1995,
         include a special  distribution  to the  Limited  Partners  of $80,000,
         $40,000, and $40,000, respectively, which represented cumulative excess
         operating reserves.

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


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

         The  Partnership  was organized on April 16, 1990, to acquire for cash,
either directly or through joint venture  arrangements,  both newly  constructed
and  existing  restaurant  Properties,  as well as land  upon  which  restaurant
Properties  were to be constructed,  which are 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, 1999, 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, 1999, 1998, and 1997, 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 $3,182,882,  $3,604,438,
and  $3,596,417  for  the  years  ended  December  31,  1999,  1998,  and  1997,
respectively.  The decrease in cash from operations  during 1999, as compared to
1998,  was  primarily a result of changes in income and expenses as described in
"Results of Operations" below and changes in the Partnership's  working capital.
The  increase in cash from  operations  during  1998,  as compared to 1997,  was
primarily a result of changes in the Partnership's working capital.

         Other  sources and uses of capital  included the  following  during the
years ended December 31, 1999, 1998, and 1997.

         In  September  1997,  the  Partnership  sold its  Property  in Fremont,
California,  to the franchisor for $1,420,000 and received net sales proceeds 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  $246,900 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.  A portion of the  transaction
relating  to  the  sale  of  the  Property  in  Fremont,   California,  and  the
reinvestment of the proceeds in a Boston Market  Property in Homewood,  Alabama,
qualified as a like-kind exchange transaction for federal income tax purposes.

         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  party  will share in the
profits and losses of the Property in  proportion to its  applicable  percentage
interest.  As of December 31, 1999,  the  Partnership  owned a 6.69% interest in
this Property.

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

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

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

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

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

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

         Currently,  rental  income from the  Partnership's  Properties  and net
sales proceeds from the sale of Properties are invested in money market accounts
or other short-term highly liquid investments such as demand deposit accounts at
commercial  banks,  certificates  of deposit and money market accounts with less
than a 30-day maturity date,  pending the Partnership's use of such funds to pay
Partnership  expenses,  to make  distributions  to  partners  or to  reinvest in
additional  Properties.  At December 31, 1999,  the  Partnership  had  $967,094,
invested in such  short-term  investments  as compared to $1,835,972 at December
31, 1998. The decrease in cash and cash  equivalents was primarily  attributable
to the fact that during 1999, the Partnership  reinvested the net sales proceeds
relating  to the sale of several  Properties  during 1998 in a Property in Ocean
Shores,  Washington, as a joint venture with affiliates of the General Partners,
in a Property in Fremont,  Nebraska,  and a Property  in Peoria,  Arizona,  as a
joint venture with affiliates of the General Partners, as described above. As of
December  31,  1999,  the  average  interest  rate  earned on the rental  income
deposited in demand deposit accounts at commercial banks was approximately 2.67%
annually.  The funds  remaining  at December  31, 1999 will be used  towards the
payment of distributions and other liabilities.

Short-Term Liquidity

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

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

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

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

         The Partnership  generally  distributes cash from operations  remaining
after the payment of the operating  expenses of the  Partnership,  to the extent
that  the  General  Partners   determine  that  such  funds  are  available  for
distribution.  Based on cash from operations, and during the year ended December
31,  1998,  cumulative  excess  operating  reserves,  the  Partnership  declared
distributions to the Limited Partners of $3,600,004,  $3,680,004, and $3,600,003
for the years ended  December  31,  1999,  1998,  and 1997,  respectively.  This
represents  distributions  of $0.90,  $0.92,  $0.90 per Unit for the years ended
December 31, 1999, 1998, and 1997,  respectively.  No amounts distributed to the
Limited  Partners for the years ended  December 31, 1999,  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. The Partnership intends to continue to make distributions
of cash available for distribution to the Limited Partners on a quarterly basis.

         During  1999,  1998,  and  1997,  affiliates  of the  General  Partners
incurred $203,582,  $125,405, and $86,327,  respectively,  for certain operating
expenses.  As of December 31, 1999 and 1998,  the  Partnership  owed $60,116 and
$29,987,  respectively,  to  affiliates  for such  amounts  and  accounting  and
administrative  services.  As of March 15, 2000, the  Partnership had reimbursed
the  affiliates all such amounts.  Other  liabilities,  including  distributions
payable,  increased  to  $1,100,659  at December 31, 1999,  from  $1,033,236  at
December 31, 1998, primarily as a result of the Partnership accruing transaction
costs relating to the proposed  merger with CNL American  Properties  Fund, Inc.
("APF"),  as described in  "Termination  of Merger".  The increase was partially
offset  by a  decrease  of  rents  paid in  advance  as of  December  31,  1999.
Liabilities  at  December  31,  1999,  to the extent  they  exceed cash and cash
equivalents at December 31, 1999,  will be paid from future cash from operations
or from future General Partners contributions.

Long-Term Liquidity

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

Results of Operations

         During  1997,  the  Partnership  and its  consolidated  joint  venture,
Allegan Real Estate Joint Venture,  owned and leased 40 wholly owned  Properties
(including  one  Property in Fremont,  California,  which was sold in  September
1997).  During 1998, the Partnership owned and leased 40 wholly owned Properties
(including two Properties sold in 1998) and during 1999, the  Partnership  owned
and leased 39 wholly owned  Properties  (including two Properties sold in 1999).
In addition,  during 1999,  1998, and 1997, the Partnership was a co-venturer in
two  separate  joint  ventures  that each owned and leased one  Property and one
joint  venture  which  owned  and  leased  six  Properties.   During  1999,  the
Partnership  was a co-venturer in two additional  joint ventures that each owned
and  leased  one  Property.  In  addition,  during  1997,  1998  and  1999,  the
Partnership    owned   and   leased   two   Properties    with   affiliates   as
tenants-in-common.  As of December  31,  1999,  the  Partnership  owned,  either
directly  or  through  joint  venture  arrangements,  49  Properties  which  are
generally subject to long-term,  triple-net leases. The leases of the Properties
provide for minimum base annual rental amounts (payable in monthly installments)
ranging  from  approximately  $28,000 to  $198,500.  The  majority of the leases
provide for percentage rent based on sales in excess of a specified  amount.  In
addition,  a majority of the leases provide that,  commencing in specified lease
years  (ranging  from the second to the sixth lease year),  the annual base rent
required under the terms of the lease will increase.  For further description of
the Partnership's leases and Properties,  see Item 1. Business - Leases and Item
2. Properties, respectively.

         During  the  years  ended  December  31,  1999,  1998,  and  1997,  the
Partnership and its consolidated joint venture,  earned $2,899,879,  $2,710,790,
and  $3,402,320,  respectively,  in rental income from operating  leases (net of
adjustments to accrued  rental  income) and earned income from direct  financing
leases.  The increase  during the year ended  December 31, 1999,  as compared to
1998,  was  partially  offset by, and the decrease  during 1998,  as compared to
1997,  was  partially  due to,  a  decrease  in  rental  and  earned  income  of
approximately $138,900 and $33,300, during 1999 and 1998,  respectively,  due to
the fact that  during  1998,  the  tenant of the  Properties  in  Lancaster  and
Amherst, New York, Brambury  Associates,  Inc. filed for bankruptcy and rejected
the lease  relating to the Property in  Lancaster,  New York.  As a result,  the
tenant ceased making rental payments on this Property. The Partnership continued
receiving rental payments  relating to the lease that was not rejected until the
Partnership  sold this  Property in March 1999,  as described  above in "Capital
Resources,"  which led to a decrease in rental and earned income during 1999, as
compared to 1998. The lost revenues  resulting from the lease that was rejected,
as described above, could have an adverse affect on the results of operations of
the  Partnership  if the  Partnership  is unable to re-lease  this Property in a
timely manner. The General Partners are currently seeking either a new tenant or
purchaser  for the Property  with the rejected  lease.  Rental and earned income
were lower during 1998, as compared to 1999 and 1997,  due to the fact that as a
result of the bankruptcy,  during 1998, the Partnership  reversed  approximately
$292,600 of accrued  rental  income that it has  previously  recorded  (non-cash
accounting  adjustment  relating to the straight-lining of future scheduled rent
increases over the lease term in accordance with generally  accepted  accounting
principles)  relating to both  Properties.  No such amounts were reversed during
1999.

         Rental and earned  income were lower during  1998,  as compared to 1997
due to the fact that the lease  relating to the Perkins  Property in Ft. Pierce,
Florida,  was  amended  to provide  for rent  reductions  from May 1997  through
December 31, 1998. Due to the lease amendment and questionable collectibility of
future  scheduled rent increases from this tenant,  during 1998, the Partnership
increased its reserve for accrued rental income (non-cash accounting  adjustment
relating to the  straight-lining  of future  scheduled  rent  increases over the
lease term in accordance  with  generally  accepted  accounting  principles)  by
approximately  $151,800.  In September 1999, the tenant vacated the Property and
ceased making  rental  payments to the  Partnership,  resulting in a decrease in
rental and earned

<PAGE>


         income of  $23,300  during  1999,  as  compared  to 1998.  The  General
Partners  are  currently  seeking  either a new  tenant  or  purchaser  for this
Property.

         In addition,  the increase in rental and earned  income during 1999, as
compared to 1998,  was  partially  offset by, and the decrease  during 1998,  as
compared to 1997,  was  partially  attributable  to a decrease of  approximately
$138,800 and $3,800 during 1999 and 1998, respectively,  due to the fact that in
October 1998, Boston Chicken,  Inc., the tenant of the Boston Market Property in
Homewood,  Alabama, filed for bankruptcy and rejected the lease relating to this
Property and ceased making payments to the Partnership.  In conjunction with the
rejected lease, during 1998, the Partnership reversed  approximately  $13,200 of
accrued  rental  income that it had  previously  recorded  (non-cash  accounting
adjustments  relating to the  straight-lining of future scheduled rent increases
over  the  lease  term  in  accordance   with  generally   accepted   accounting
principles).  In January 2000, the  Partnership  entered into a new lease with a
new tenant to operate the location as a Kinko's Copies. In connection therewith,
the Partnership  agreed to remove the old building so the tenant could construct
a new building.  As a result,  the Partnership  recorded a loss representing the
undepreciated cost of the building as of December 31, 1999.

         The increase in rental and earned  income  during 1999,  as compared to
1998,  was  partially  offset by, and the decrease  during 1998,  as compared to
1997,  was partially  attributable  to a decrease of  approximately  $52,900 and
$39,900  for 1999  and  1998,  respectively,  due to the  fact  that the  leases
relating to the Burger King Properties in Irondequoit,  New York; Ashland, Ohio;
and Henderson,  North Carolina were amended to provide for rent  reductions from
August 1998 through the end of the lease term.

         The increase in rental  income  during 1999,  as compared to 1998,  was
partially  offset by, and the  decrease  during 1998,  as compared to 1997,  was
partially  attributable  to a decrease of  approximately  $80,000 and  $210,100,
during  1999  and  1998,  respectively,  as a  result  of the  sale  of  several
Properties  during 1997, 1998 and 1999. This decrease was partially offset by an
increase  of   approximately   $188,200  and  $143,800  during  1999  and  1998,
respectively,  due to the  reinvestment  of the  majority of net sales  proceeds
received.

         During  the  years  ended  December  31,  1999,  1998,  and  1997,  the
Partnership  also  earned  $96,541,  $67,511,  and  $51,678,   respectively,  in
contingent  rental income.  The increase in contingent rental income during 1999
and 1998,  each as compared to the previous year, was primarily  attributable to
an increase  in gross sales  relating  to certain  restaurant  properties  whose
leases require the payment of contingent rent.

         For the years ended December 31, 1999,  1998, and 1997, the Partnership
also earned $380,616, $292,013, and $278,919, 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 1999, as compared to 1998,  was primarily  attributable  to the fact that
during 1999, the  Partnership  invested in Ocean Shores Joint Venture and Peoria
Joint Venture,  as described  above in "Capital  Resources." The increase during
1998,  as  compared  to 1997,  was  primarily  attributable  to the  Partnership
investing in a Property in Miami,  Florida, in December 1997, with affiliates of
the General Partners as  tenants-in-common,  also as described above in "Capital
Resources."

         During the year ended  December 31, 1999,  two lessees,  Golden  Corral
Corporation and Jack in the Box Inc., 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 ten  Properties  owned by  unconsolidated  joint  ventures  and two
Properties owned with affiliates of the General Partners as  tenants-in-common).
As of December 31, 1999,  Golden Corral  Corporation was the lessee under leases
relating  to five  restaurants  and Jack in the Box Inc.  was the  lessee  under
leases relating to six restaurants.  It is anticipated that based on the minimum
rental  payments  required by the leases,  these two  lessees  will  continue to
contribute more than ten percent of the Partnership's total rental income during
2000.  In addition,  during the year ended  December 31, 1999,  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  ten  Properties  owned  by
unconsolidated  joint  ventures  and two  Properties  owned with  affiliates  as
tenants-in-common). In 2000, it is anticipated that these five Restaurant Chains
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 if the Partnership is not able to re-lease the
Properties in a timely manner.

         During the years ended 1999, 1998 and 1997, the Partnership also earned
$48,935, $108,481 and $88,853,  respectively,  in interest and other income. The
decrease in interest and other  income  during  1999,  as compared to 1998,  was
primarily  attributable  to the fact that during 1998,  the  Partnership  earned
interest  on the net sales  proceeds  relating  to the sale of the  Property  in
Sacramento,  California, pending the reinvestment of the net sales proceeds in a
Jack in the Box Property in San Marcos, Texas in November 1998.

         Operating expenses,  including  depreciation and amortization  expense,
were  $822,844,  $507,749,  and $414,105 for the years ended  December 31, 1999,
1998,  and 1997,  respectively.  The increase in operating  expenses  during the
years ended  December 31, 1999 and 1998,  each as compared to the previous year,
was  partially  the result of an  increase  in  depreciation  expense due to the
purchase  of several  Properties  during  1997,  1998 and 1999 and the fact that
during 1998, the Partnership  reclassified the leases relating to the Properties
in  Irondequoit,  New York,  Ashland,  Ohio, and Henderson,  North Carolina from
direct  financing  leases  to  operating  leases  due to  lease  amendments.  In
addition,  the increase in operating expenses was partially due to the fact that
the  Partnership  recorded  legal  expenses,  real estate  taxes,  insurance and
maintenance  relating to the  Properties  in  Lancaster,  New York and Homewood,
Alabama  due to the  fact  that  the  tenants  of  these  Properties  filed  for
bankruptcy. In January 2000, the Partnership re-leased the Property in Homewood,
Alabama,  to a new  tenant  who will be  responsible  for such  expenses  in the
future,  based on the terms of the lease agreement.  The Partnership  expects to
continue  to incur such  expenses  relating  to the  remaining  Property  with a
rejected lease and the vacant Property,  until replacement tenants or purchasers
are located.  The Partnership is currently seeking either replacement tenants or
purchasers for these Properties.

         In addition,  the increase in operating  expenses for 1999 and 1998 was
due  to  the  fact  that  the   Partnership   incurred   $195,746  and  $23,779,
respectively,  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 below in "Termination of Merger."

         As a result of the sale of the Properties in Amherst, New York and Fort
Myers Beach,  Florida,  the Partnership recorded a gain of $74,640 and a loss of
$42,141,  respectively,  for financial  reporting purposes during the year ended
December  31, 1999.  As a result of the sale of the  Properties  in  Sacramento,
California and Billings,  Montana, and the sale of the parcel of land in Austin,
Texas,  the  Partnership  recognized a gain of $218,960 for financial  reporting
purposes during the year ended December 31, 1998. As a result of the sale of the
Property in Fremont,  California,  the Partnership recognized a gain of $132,238
for  financial  reporting  purposes for the year ended  December  31, 1997.  For
additional   information  on  the  sales  of  these  Properties,   see  "Capital
Resources."

         During the year ended  December 31, 1998,  the  Partnership  recorded a
provision  for loss  totaling  $1,001,846  relating to the land,  building,  and
carrying value of the net investment in direct  financing  lease relating to the
Properties in Lancaster, New York; Amherst, New York; and Homewood, Alabama. The
tenants of these Properties  filed for bankruptcy  during 1998, and rejected two
of the three leases related to these Properties.  The allowance  represented the
difference  between the carrying  value of the  Properties at December 31, 1998,
and the estimated net realizable value for these Properties.  In March 1999, the
Partnership  sold the  Property  in Amherst,  New York,  as  described  above in
"Capital  Resources." In connection with the Property in Homewood,  Alabama,  in
January 2000, the  Partnership  entered into a new lease with a new tenant for a
Kinko's Copies store. In connection therewith,  the Partnership agreed to remove
the old  building  from the  Property  so the new  tenant  can  construct  a new
building.   Therefore,  at  December  31,  1999,  the  Partnership  recorded  an
impairment for $357,760, representing the undepreciated cost of the old building
for financial reporting purposes.

         The  Partnership's  leases  as of  December  31,  1999,  are  generally
triple-net  leases and  contain  provisions  that the General  Partners  believe
mitigate  the adverse  effect of  inflation.  Such  provisions  include  clauses
requiring the payment of percentage rent based on certain restaurant sales above
a specified  level and/or  automatic  increases in base rent at specified  times
during the term of the lease.  Management  expects that  increases in restaurant
sales  volumes  due to  inflation  and real  sales  growth  should  result in an
increase in rental income over time.  Continued inflation also may cause capital
appreciation of the  Partnership's  Properties.  Inflation and changing  prices,
however,  also may have an adverse impact on the sales of the restaurants and on
potential capital appreciation of the Properties.


<PAGE>


Termination of Merger

         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.  Under the  Agreement  and Plan of Merger,  APF was to
issue shares of its common stock as  consideration  for the Merger.  On March 1,
2000, the General  Partners and APF announced  that they had mutually  agreed to
terminate  the  Agreement  and Plan of Merger.  The  agreement to terminate  the
Agreement and Plan of Merger was based, in large part, on the General  Partners'
concern that,  in light of market  conditions  relating to publicly  traded real
estate  investment  trusts,  the value of the transaction  had diminished.  As a
result of such  diminishment,  the General  Partners'  ability to  unequivocally
recommend voting for the transaction, in the exercise of their fiduciary duties,
had become questionable.

Overview of Year 2000 Problem

         The year  2000  problem  concerns  the  inability  of  information  and
non-information   technology   systems  to   properly   recognize   and  process
date-sensitive  information  beyond  January 1, 2000.  The failure to accurately
recognize  the year  2000  could  result  in a  variety  of  problems  from data
miscalculations to the failure of entire systems.

Status

         The Partnership generally does not directly own information  technology
systems.  The  General  Partners  and their  affiliates  generally  provide  all
services  requiring the use of information and some  non-information  technology
systems.  In early 1998,  affiliates of the General  Partners formed a year 2000
committee  ("the Y2K Team") that  assessed the readiness of any systems that are
date  sensitive and completed  upgrades for the hardware  equipment and software
that was not year 2000 compliant, as necessary.  The cost for these upgrades and
other remedial measures is the  responsibility of the General Partners and their
affiliates.  The General  Partners and their  affiliates  do not expect that the
Partnership  will  incur any  costs in  connection  with the year 2000  remedial
measures.  In addition,  the Y2K Team requested and received  certifications  of
compliance  from  other  companies  with  which  the  General  Partners,   their
affiliates, and the Partnership have material third party relationships.

         In assessing the risks presented by the year 2000 problem, the Y2K Team
identified   potential  worst  case  scenarios   involving  the  future  of  the
information and  non-information  technology  systems used by the  Partnership's
transfer agent,  financial institutions and tenants. As of January 14, 2000, the
General   Partners  and  their   affiliates  have  tested  the  information  and
non-information  technology  systems  used  by  the  Partnership  and  have  not
experienced material disruption or other significant  problems.  In addition, as
of the same date,  the General  Partners are not aware of any material year 2000
problems relating to information and non-information technology systems of third
parties with which the Partnership maintains material  relationships,  including
those of the Partnership's  transfer agent,  financial institutions and tenants.
In  addition,  in  the  Partnership's  interactions  with  its  transfer  agent,
financial  institutions  and  tenants,  the systems of these third  parties have
functioned normally.  Until the Partnership's first distribution in 2000 and the
delivery of the information by the transfer agent to stockholders in early 2000,
the General  Partners will  continue to monitor the year 2000  compliance of the
transfer agent. In addition,  the General  Partners will continue to monitor the
systems used by the Partnership and to maintain  contact with third parties with
which the  Partnership  has  material  relationships  with  respect to year 2000
compliance  and any year 2000 issues that may arise at a later date. The General
Partners will develop  contingency plans relating to ongoing year 2000 issues at
the time that such issues are identified and such plans are deemed necessary.

         Based on the  information  provided to the Y2K Team,  the  upgrades and
remedial measures by the General Partners and their  affiliates,  and the normal
functioning to date of information and  non-information  technology systems used
by the Partnership and those third parties,  the General Partners do not foresee
significant  risks  associated  with its year 2000  compliance  at this time. In
addition,  the General  Partners and their affiliates do not expect to incur any
additional  costs in connection  with the year 2000 remedial  efforts.  However,
there can be no assurance that the General  Partners and their affiliates or any
third  parties  will not have  ongoing  year 2000 issues  that may have  adverse
effects on the Partnership.


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

         Not applicable.

Item 8.  Financial Statements and Supplementary Data


<PAGE>



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

                                    CONTENTS






                                                                          Page

Report of Independent Certified Public Accountants                         19

Financial Statements:

     Balance Sheets                                                        20

     Statements of Income                                                  21

     Statements of Partners' Capital                                       22

     Statements of Cash Flows                                              23

     Notes to Financial Statements                                         25







<PAGE>








               Report of Independent Certified Public Accountants



To the Partners
CNL Income Fund X, Ltd.



In our opinion,  the financial  statements  listed in the index  appearing under
item 14(a)(1) present fairly, in all material  respects,  the financial position
of CNL Income Fund X, Ltd. (a Florida limited  partnership) at December 31, 1999
and 1998,  and the results of its  operations and its cash flows for each of the
three years in the period ended December 31, 1999 in conformity  with accounting
principles generally accepted in the United States. In addition, in our opinion,
the  financial  statement  schedules  listed in the index  appearing  under item
14(a)(2)  presents fairly, in all material  respects,  the information set forth
therein when read in conjunction with the related  financial  statements.  These
financial statements and financial statement schedules are the responsibility of
the  Partnership's  management;  our  responsibility is to express an opinion on
these  financial  statements  and  financial  statement  schedules  based on our
audits.  We conducted our audits of these statements in accordance with auditing
standards generally accepted in the United States 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.



/s/ PricewaterhouseCoopers LLP


Orlando, Florida
February 4, 2000, except for Note 11 for which the date is March 1, 2000.



<PAGE>





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

                                 BALANCE SHEETS

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

                         ASSETS

Land and buildings on operating leases, less
     accumulated depreciation and allowance
     for loss on land and buildings                                    $ 16,391,447                  $ 16,685,182
Net investment in direct financing leases,
     less allowance for impairment in
     carrying value                                                       9,391,291                    10,713,000
Investment in joint ventures                                              4,989,209                     3,421,329
Cash and cash equivalents                                                   967,094                     1,835,972
Restricted cash                                                                  --                       361,403
Receivables, less allowance for doubtful accounts of
     $122,914 and $236,810, respectively
                                                                            100,952                        81,100
Prepaid expenses                                                             19,283                         5,229
Accrued rental income, less allowance for
     doubtful accounts of $1,210 and
     $269,421, respectively                                               1,353,160                     1,342,166
Other assets                                                                 35,684                        35,484
                                                                 -------------------          --------------------

                                                                       $ 33,248,120                  $ 34,480,865
                                                                 ===================          ====================


            LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                                         $  119,660                    $    2,403
Accrued and escrowed real estate taxes
     payable                                                                  9,364                        27,418
Distributions payable                                                       900,001                       900,001
Due to related parties                                                       60,116                        29,987
Rents paid in advance and deposits                                           71,634                       103,414
                                                                 -------------------          --------------------
         Total liabilities                                                1,160,775                     1,063,223

Minority interest                                                            65,051                        64,745

Partners' capital                                                        32,022,294                    33,352,897
                                                                 -------------------          --------------------

                                                                       $ 33,248,120                  $ 34,480,865
                                                                 ===================          ====================



                 See accompanying notes to financial statements.

<PAGE>


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

                              STATEMENTS OF INCOME


                                                                                  Year Ended December 31,
                                                                        1999               1998                1997
                                                                  -----------------   ----------------   -----------------

Revenues:
     Rental income from operating leases                             $  1,773,037        $  1,886,761        $  1,896,607
     Adjustments to accrued rental income                                 (19,506  )         (457,567)            (28,812)
     Earned income from direct financing leases                         1,146,348           1,281,596           1,534,525
     Contingent rental income                                              96,541              67,511              51,678
     Interest and other income                                             48,935             108,481              88,853
                                                                  -----------------   ----------------   -----------------
                                                                        3,045,355           2,886,782           3,542,851
                                                                  -----------------   ----------------   -----------------
Expenses:
     General operating and administrative                                 182,554             163,189             153,672
     Bad debt expense                                                          --               5,887                  --
     Professional services                                                 64,806              44,309              26,890
     Real estate taxes                                                     39,219                 199               9,703
     State and other taxes                                                 15,457              10,520               9,372
     Depreciation and amortization                                        325,062             259,866             214,468
     Transaction costs                                                    195,746              23,779                  --
                                                                  -----------------   ----------------   -----------------
                                                                          822,844             507,749             414,105
                                                                  -----------------   ----------------   -----------------
Income Before Minority Interest in Income
     of Consolidated Joint Venture,  Equity
     in Earnings of Unconsolidated Joint
     Ventures, Gain on Sale of Land and Buildings
     and Provision for Loss on Land and  Buildings,
     and Impairment in Carrying Value of Net Investment
     in Direct Financing Lease                                          2,222,511           2,379,033           3,128,746

Minority Interest in Income of Consolidated
     Joint Venture                                                         (8,465  )           (9,302)             (8,522)

Equity in Earnings of  Unconsolidated Joint Ventures                      380,616             292,013             278,919

Gain on Sale of Land and Buildings                                         32,499             218,960             132,238

Provision for Loss on Land and Buildings, and Impairment
     in Carrying Value of Net Investment in Direct
     Financing Lease                                                     (357,760  )       (1,001,846)                 --
                                                                  -----------------   ----------------   -----------------

Net Income                                                           $  2,269,401        $  1,878,858        $  3,531,381
                                                                  =================   ================   =================

Allocation of Net Income
     General partners                                                  $   23,210          $   21,016          $   33,991
     Limited partners                                                   2,246,191           1,857,842           3,497,390
                                                                  =================   ================   =================
                                                                      $ 2,269,401        $  1,878,858        $  3,531,381
                                                                  =================   ================   =================

Net Income Per Limited Partner Unit                                   $      0.56        $       0.46        $       0.87
                                                                  =================   ================   =================

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



                 See accompanying notes to financial statements.


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

                         STATEMENTS OF PARTNERS' CAPITAL

                  Years Ended December 31, 1999, 1998 and 1997

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


Balance, December 31, 1996      $  1,000       $    173,718    $  40,000,000     $ (17,363,136 )   $  17,201,083     $ (4,790,000)

  Distributions to limited
    partners ($0.90 per
    limited partner unit)             --                 --               --        (3,600,003 )              --               --
  Net income                          --             33,991               --                --         3,497,390               --
                             -------------    ---------------   --------------  -----------------   --------------   --------------

Balance, December 31, 1997         1,000            207,709       40,000,000       (20,963,139 )      20,698,473       (4,790,000)

  Distributions to limited
    partners ($0.92 per
    limited partner unit)             --                 --               --        (3,680,004 )              --               --
  Net income                          --             21,016               --                --         1,857,842               --
                             -------------    ---------------   --------------  -----------------   --------------   --------------

Balance, December 31, 1998         1,000            228,725       40,000,000       (24,643,143 )      22,556,315       (4,790,000)

  Distributions to limited
    partners ($0.90 per
    limited partner unit)             --                 --               --        (3,600,004 )              --               --
  Net income                          --             23,210               --                --         2,246,191               --
                            -------------    ---------------   --------------  -----------------   --------------   --------------

Balance, December 31, 1999      $  1,000       $    251,935    $  40,000,000     $ (28,243,147 )   $  24,802,506     $ (4,790,000)
                            =============    ===============   ==============  =================   ==============   ==============


<PAGE>
                                 Limited Partners
                              ---------------------
                                       Total
                                  --------------


Balance, December 31, 1996       $ 35,222,665

  Distributions to limited
    partners ($0.90 per
    limited partner unit)          (3,600,003 )
  Net income                        3,531,381
                                 ---------------

Balance, December 31, 1997         35,154,043

  Distributions to limited
    partners ($0.92 per
    limited partner unit)          (3,680,004 )
  Net income                        1,878,858
                                 ---------------

Balance, December 31, 1998         33,352,897

  Distributions to limited
    partners ($0.90 per
    limited partner unit)          (3,600,004 )
  Net income                        2,269,401
                                ---------------

Balance, December 31, 1999       $ 32,022,294
                                ===============



                 See accompanying notes to financial statements.

<PAGE>





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

                            STATEMENTS OF CASH FLOWS


                                                                               Year Ended December 31,
                                                                      1999               1998               1997
                                                                 ----------------   ----------------   ---------------

Increase (Decrease) in Cash and Cash Equivalents:

      Cash Flows from Operating Activities:
         Cash received from tenants                                  $ 3,049,409        $ 3,382,562       $ 3,380,391
         Distributions from unconsolidated
             joint venture                                               440,831            373,004           353,207
         Cash paid for expenses                                         (355,273)          (221,284)         (190,902)
         Interest received                                                47,915             70,156            53,721
                                                                 ----------------   ----------------   ---------------
             Net cash provided by operating activities                 3,182,882          3,604,438         3,596,417
                                                                 ----------------   ----------------   ---------------

      Cash Flows from Investing Activities:
         Proceeds from sale of land and buildings                      2,081,725          1,591,794         1,363,805
         Additions to land and buildings on operating
             leases                                                   (1,257,217)        (1,020,329)       (1,277,308)
         Investment in joint ventures                                 (1,628,095)                --          (130,404)
         Decrease (increase) in restricted cash                          359,990           (237,758)          (89,702)
         Other                                                                --              3,006                --
                                                                 ----------------   ----------------   ---------------
             Net cash provided by (used in)
                investing activities                                    (443,597)           336,713          (133,609)
                                                                 ----------------   ----------------   ---------------

      Cash Flows from Financing Activities:
         Distributions to limited partners                            (3,600,004)        (3,680,004)       (3,640,002)
         Distributions to holder of minority interest                     (8,159)            (9,058)           (8,406)
                                                                 ----------------   ----------------   ---------------
             Net cash used in financing activities                    (3,608,163)        (3,689,062)       (3,648,408)
                                                                 ----------------   ----------------   ---------------

Net Increase (Decrease) in Cash and Cash Equivalents                    (868,878)           252,089          (185,600)

Cash and Cash Equivalents at Beginning of Year                         1,835,972          1,583,883         1,769,483
                                                                 ----------------   ----------------   ---------------

Cash and Cash Equivalents at End of Year                              $  967,094        $ 1,835,972       $ 1,583,883
                                                                 ================   ================   ===============

                 See accompanying notes to financial statements.
<PAGE>


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

                      STATEMENTS OF CASH FLOWS - CONTINUED


                                                                               Year Ended December 31,
                                                                        1999              1998               1997
                                                                   ---------------   ----------------   ----------------

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

     Net income                                                       $ 2,269,401        $ 1,878,858        $ 3,531,381
                                                                   ---------------   ----------------   ----------------
     Adjustments to reconcile net income to net cash
        provided by operating activities:

           Depreciation                                                   325,062            259,866            214,468
           Minority interest in income of consolidated
              joint venture                                                 8,465              9,302              8,522
           Equity in earnings of unconsolidated joint
              ventures, net of distributions                               60,215             80,991             74,288
           Gain on sale of land and buildings                             (32,499)          (218,960)          (132,238)
           Provision for loss on land and building, and
              impairment in carrying value of net investment
              in direct financing lease                                   357,760          1,001,846                 --
           Bad debt expense                                                    --              5,887                 --
           Decrease (increase) in receivables                             (18,439)             8,312            (71,222)
           Decrease (increase) in prepaid expenses                        (14,054)               648               (374)
           Decrease in net investment in direct financing
              leases                                                      209,710            219,237            211,942
           Decrease (increase) in accrued rental income                   (80,091)           300,791           (201,022)
           Increase in other assets                                          (200)            (2,380)                --
           Increase (decrease) in accounts payable and accrued
              expenses                                                     99,203             (3,996)           (14,156)
           Increase in due to related parties                              30,129             25,041              3,337
           Increase (decrease) in rents paid in advance and
              deposits                                                    (31,780)            38,995            (28,509)
                                                                   ---------------   ----------------   ----------------
                  Total adjustments                                       913,481          1,725,580             65,036
                                                                   ---------------   ----------------   ----------------

 Net Cash Provided by Operating Activities                            $ 3,182,882        $ 3,604,438        $ 3,596,417
                                                                   ===============   ================   ================

 Supplemental Schedule of Non-Cash Financing Activities:

           Distributions declared and unpaid at December 31            $  900,001         $  900,001         $  900,001
                                                                   ===============   ================   ================
</TABLE>


                 See accompanying notes to financial statements.

<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 1999, 1998, and 1997


1.       Significant Accounting Policies:

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

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

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

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

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

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


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998, and 1997


1.       Significant Accounting Policies - Continued:

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

         When the  collection  of amounts  recorded as rental or other income is
         considered  to be  doubtful,  an  adjustment  is made to  increase  the
         allowance for doubtful accounts,  which is netted against  receivables,
         and to decrease rental or other income or increase bad debt expense for
         the  current  period,  although  the  Partnership  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  accounts for its 88.26%
         interest in Allegan Real Estate Joint Venture  using the  consolidation
         method.   Minority  interest  represents  the  minority  joint  venture
         partner's  proportionate  share  of the  equity  in  the  Partnership's
         consolidated joint venture. All significant  intercompany  accounts and
         transactions have been eliminated.

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

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


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998, and 1997


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.

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

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

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

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

<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998, and 1997


2.       Leases - Continued:

         building  portions of the Property  leases are  accounted for as direct
         financing  leases  while the land  portions  of the  majority  of these
         leases are operating leases.  Substantially all leases are for 15 to 25
         years and provide for minimum and contingent rentals. In addition,  the
         tenant 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:


                                                    1999             1998
                                               --------------   --------------

               Land                             $  9,076,722      $ 9,741,686
               Building                           10,235,897        8,588,903
                                                           --          592,943
               Construction in process
                                               --------------   --------------
                                                  19,312,619       18,923,532

               Less accumulated depreciation      (1,654,894 )     (1,329,832 )
                                               --------------   --------------
                                                  17,657,725       17,593,700
               Less allowance for loss on
                   land and building              (1,266,278 )       (908,518 )
                                               --------------   --------------

                                                $ 16,391,447     $ 16,685,182
                                               ==============   ==============


         In March 1998,  a vacant  parcel of land  relating  to the  property in
         Austin,  Texas, was sold to a third party who had previously  subleased
         the land from the Partnership's  lessee. In connection  therewith,  the
         Partnership  received net sales  proceeds of $68,434  ($68,000 of which
         had been  received and  recorded as a deposit in 1995),  resulting in a
         gain of $7,810 for financial reporting purposes.


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998, and 1997


3.       Land and Buildings on Operating Leases - Continued:

         During  1998,  the  Partnership  sold  its  properties  in  Sacramento,
         California  and  Billings,  Montana,  for a  total  of  $1,612,000  and
         received net sales proceeds totaling  $1,591,360,  resulting in a total
         gain of $211,150 for financial  reporting  purposes.  These  properties
         were  originally   acquired  by  the  Partnership  in  1991  and  1992,
         respectively,   and  had  costs  totaling   approximately   $1,271,400,
         excluding  acquisition  fees and  miscellaneous  acquisition  expenses;
         therefore,  the  Partnership  sold  the  properties  for  approximately
         $320,000 in excess of their original purchase prices. In November 1998,
         the Partnership  reinvested the majority of the net sales proceeds from
         the sale of its property in Sacramento, California in a Jack in the Box
         property in San Marcos, Texas.

         During the year ended  December 31, 1998,  the  Partnership  recorded a
         provision for loss on land and building totaling $908,518 for financial
         reporting  purposes relating to the properties in Lancaster,  New York,
         and Homewood,  Alabama.  In  connection  with the property in Homewood,
         Alabama, in January 2000, the Partnership entered into a new lease with
         a new tenant for a Kinko's Copies store. In connection  therewith,  the
         Partnership  agreed to remove the old building from the Property so the
         new tenant can  construct a new  building.  Therefore,  at December 31,
         1999, the Partnership recorded an impairment for $357,760, representing
         the  undepreciated  cost of the old building,  for financial  reporting
         purposes  (see Note 12).  The  tenants  of these  properties  filed for
         bankruptcy  during 1998,  and rejected the leases  related to these two
         properties.   The  allowance  represents  the  difference  between  the
         carrying  value of the properties at December 31, 1999 and 1998 and the
         estimated net realizable value for these properties, respectively.

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

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

         Some leases provide for escalating  guaranteed minimum rents throughout
         the  lease  term.   Income  from  these  scheduled  rent  increases  is
         recognized on a straight-line  basis over the terms of the leases.  For
         the years ended December 31, 1999 and 1997, the Partnership  recognized
         income of $80,091 and $201,022, respectively (net of reserves of $1,210
         and $28,812, respectively and net of reversals of $18,296 in 1999).


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998, and 1997


3.       Land and Buildings on Operating Leases - Continued:

         For the year ended December 31, 1998, the Partnership recognized a loss
         of $300,791  (net of $151,828 in reserves and  $305,739 in  reversals).
         The following is a schedule of the future  minimum lease payments to be
         received on noncancellable operating leases at December 31, 1999:

                     2000                                      $1,728,579
                     2001                                       1,759,899
                     2002                                       1,842,971
                     2003                                       1,851,750
                     2004                                       1,907,836
                     Thereafter                                10,179,739
                                                          ----------------

                                                              $19,270,774
                                                          ================

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

4.       Net Investment in Direct Financing Leases:

         The  following  lists the  components  of the net  investment in direct
         financing leases at December 31:
<TABLE>
<CAPTION>
<S> <C>
                                                              1999            1998
                                                         -------------   --------------

             Minimum lease payments receivable            $14,942,831     $ 18,740,085
             Estimated residual values                      3,229,175        3,553,036
             Less unearned income                          (8,780,715 )    (11,486,793 )
                                                         -------------   --------------
                                                            9,391,291       10,806,328
             Less allowance for impairment in
                  carrying value                                   --          (93,328 )
                                                         -------------   --------------

             Net investment in direct financing leases    $ 9,391,291     $ 10,713,000
                                                         =============   ==============
</TABLE>

<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998, and 1997


4.       Net Investment in Direct Financing Leases - Continued:

         During 1998, the  Partnership  sold a property,  for which the building
         portion had been classified as a direct  financing lease. In connection
         therewith,  the gross investment (minimum lease payments receivable and
         the  estimated  residual  value) and  unearned  income  relating to the
         building  were  removed from the accounts and the gain from the sale of
         the property was reflected in income (see Note 3).

         During 1998, three of the Partnership's  leases were amended and one of
         the  Partnership's  leases that was  classified  as a direct  financing
         lease was rejected in connection with the tenant filing for bankruptcy.
         As a result,  the  Partnership  reclassified  two of the three  amended
         leases and the rejected lease from direct financing leases to operating
         leases.  In  accordance  with the  Statement  of  Financial  Accounting
         Standards No. 13, "Accounting for Leases," the Partnership recorded the
         reclassified  leases at the lower of original cost, present fair value,
         or present  carrying  amount.  No losses on the  termination  of direct
         financial leases were recorded for financial reporting purposes.

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

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



<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998, and 1997


4.       Net Investment in Direct Financing Leases - Continued:

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

                      2000                            $1,215,792
                      2001                             1,223,235
                      2002                             1,253,431
                      2003                             1,264,941
                      2004                             1,275,724
                      Thereafter                       8,709,708
                                                 ----------------

                                                     $14,942,831
                                                 ================

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

5.       Investment in Joint Ventures:

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

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

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


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998, and 1997


5.       Investment in Joint Ventures- Continued:

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

                                                         1999           1998
                                                    -------------   ------------

             Land and buildings on operating
                 leases, less accumulated
                 depreciation                        $ 9,925,836    $ 9,340,944
             Net investment in direct financing
                 leases                                2,575,174        657,426
             Cash                                         70,698          2,935
             Receivables                                  27,948          7,597
             Prepaid expenses                             21,674         24,337
             Accrued rental income                        59,081         19,880
             Liabilities                                  71,721          3,119
             Partners' capital                        12,608,690     10,050,000
             Revenues                                  1,266,458      1,115,856
             Net income                                  996,372        843,914

         The Partnership  recognized  income totaling  $380,616,  $292,013,  and
         $278,919  for the  years  ended  December  31,  1999,  1998,  and 1997,
         respectively, from these joint ventures.

6.       Restricted Cash:

         As of December 31, 1998,  net sales  proceeds of $359,990 from the sale
         of a property,  plus accrued interest of $1,413,  were being held in an
         interest-bearing  escrow  account  pending  the release of funds by the
         escrow  agent to  acquire  an  additional  property.  These  funds were
         released  by the escrow  agent in 1999 and were used,  along with other
         funds,  to acquire an interest in Ocean Shores Joint  Venture (see Note
         5).


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998, and 1997


7.       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").

         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, in general,  allocated first, on a pro rata basis, to
         partners  with  positive  balances  in  their  capital  accounts;   and
         thereafter,  95 percent to the limited partners and five percent to the
         general partners.

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

         During  the  years  ended  December  31,  1999,  1998,  and  1997,  the
         Partnership   declared   distributions   to  the  limited  partners  of
         $3,600,004, $3,680,004, and $3,600,003,  respectively. No distributions
         have been made to the general partners to date.


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998, and 1997


8.       Income Taxes:

         The following is a reconciliation of net income for financial reporting
         purposes to net income for federal  income tax  purposes  for the years
         ended December 31:
<TABLE>
<CAPTION>
<S> <C>
                                                                        1999            1998            1997
                                                                    --------------  --------------  --------------

             Net income for financial reporting purposes              $ 2,269,401     $ 1,878,858      $3,531,381

             Depreciation for tax reporting purposes in
                 excess of depreciation for financial
                 reporting purposes                                      (171,877)       (228,986)       (289,098)

             Direct financing leases recorded as operating
                 leases for tax reporting purposes                        209,517         219,237         211,942

             Equity in earnings of unconsolidated joint
                 ventures for tax reporting purposes in
                 excess of equity in earnings of
                 unconsolidated joint ventures for
                 financial reporting purposes                              20,342          12,612          15,294

             Gain on sale of land and buildings for financial
                 reporting purposes less than (in excess of)
                 gain for tax reporting purposes                          138,449          65,474         (42,996)

             Allowance for loss on land and building                      357,760       1,001,846              --

             Allowance for doubtful accounts                             (113,896)         98,954         133,428

             Accrued rental income                                        (80,091)        300,791        (201,022)

             Rents paid in advance                                        (31,780)         38,995         (22,593)

             Minority interest in timing differences of
                 consolidated joint venture                                 1,846             413           1,461

             Capitalization of transaction costs for tax
                 reporting purposes                                       195,746          23,779              --
                                                                    --------------  --------------  --------------

             Net income for federal income tax purposes               $ 2,795,417     $ 3,411,973      $3,337,797
                                                                    ==============  ==============  ==============
</TABLE>


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998, and 1997


9.       Related Party Transactions:

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

         The Advisor  provides  certain  services  relating to management of the
         Partnership and its properties pursuant to a management  agreement with
         the Partnership. In connection therewith, the Partnership has agreed to
         pay the Advisor an annual,  noncumulative,  subordinated management fee
         of one  percent of the sum of gross  revenues  from  properties  wholly
         owned by the Partnership and the Partnership's allocable share of gross
         revenues from joint ventures, but not in excess of competitive fees for
         comparable  services.  These fees will be incurred  and will be payable
         only after the limited partners receive their 10% Preferred Return. Due
         to the fact that these fees are noncumulative,  if the limited partners
         do not receive their 10% Preferred  Return in any  particular  year, no
         management  fees will be due or payable  for such year.  As a result of
         such threshold, no management fees were incurred during the years ended
         December 31, 1999, 1998, and 1997.

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


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998, and 1997


9.       Related Party Transactions - Continued:

         During the years ended  December 31, 1999,  1998, and 1997, the Advisor
         and its affiliates provided  accounting and administrative  services to
         the Partnership on a day-to-day  basis including  services  relating to
         the  proposed  and  terminated  merger  as  described  in Note 11.  The
         Partnership  incurred  $129,209,  $105,445,  and  $87,967 for the years
         ended  December  31,  1999,  1998,  and  1997,  respectively,  for such
         services.

         The due to  related  parties at  December  31,  1999 and 1998,  totaled
         $60,116 and $29,987, respectively.

10.      Concentration of Credit Risk:

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

                                              1999       1998        1997
                                           ---------  ---------    ----------

          Golden Corral Corporation        $686,144   $578,430      $548,399
          Jack in the Box Inc.              514,747    436,577       646,477
          Flagstar Enterprises, Inc. (and
             Denny's, Inc. during the year
             ended December 31, 1997)           N/A        N/A       602,913


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998, and 1997


10.      Concentration of Credit Risk - Continued:

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

                                              1999          1998        1997
                                           -----------    ---------   ---------

              Burger King                    $797,192     $758,178    $777,378
              Golden Corral Family
                  Steakhouse Restaurant       686,144      578,430     548,399
              Jack in the Box                 514,747      436,577     646,477
              Shoney's                        398,103      440,333     441,052
              Hardee's                        395,902      400,716     403,882

         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.

11.      Termination of Merger:

         On March 11, 1999, the  Partnership  entered into an Agreement and Plan
         of Merger with CNL American Properties Fund, Inc. ("APF"),  pursuant to
         which the Partnership would be merged with and into a subsidiary of APF
         (the  "Merger").  Under the  Agreement  and Plan of Merger,  APF was to
         issue shares of its common stock as  consideration  for the Merger.  On
         March 1, 2000,  the General  Partners and APF  announced  that they had
         mutually  agreed to terminate  the  Agreement  and Plan of Merger.  The
         agreement to terminate the  Agreement and Plan of Merger was based,  in
         large part, on the General  Partners'  concern that, in light of market
         conditions  relating to publicly traded real estate investment  trusts,
         the  value of the  transaction  had  diminished.  As a  result  of such
         diminishment,  the General Partners' ability to unequivocally recommend
         voting for the transaction,  in the exercise of their fiduciary duties,
         had become questionable.



<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998, and 1997


12.      Subsequent Event:

         In January 2000,  the  Partnership  entered into a new lease with a new
         tenant for a Kinko's Copies store in Homewood,  Alabama.  In connection
         therewith,  the Partnership  agreed to remove the old building from the
         property so the new tenant can construct a new building.  Therefore, at
         December 31, 1999, the Partnership  recorded an impairment of $357,760,
         representing the undepreciated cost of the old building,  for financial
         reporting purposes.

<PAGE>



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

         None.


                                    PART III


Item 10.  Directors and Executive Officers of the Registrant

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

         James M. Seneff, Jr., age 53, Since 1971, Mr. Seneff has been active in
the  acquisition,  development,  and  management  of real estate  projects  and,
directly or through an  affiliated  entity,  has served as a general  partner or
co-venturer in over 100 real estate  ventures.  These ventures have involved the
financing,  acquisition,   construction,  and  leasing  of  restaurants,  office
buildings,  apartment complexes,  hotels, and other real estate. Mr. Seneff is a
principal stockholder of CNL Holdings, Inc., the parent company of CNL Financial
Group, Inc. (formerly CNL Group,  Inc.), a diversified real estate company,  and
has served as a director,  Chairman of the Board and Chief Executive  Officer of
CNL Financial Group,  Inc. since its formation in 1980. Mr. Seneff has served as
a director  and  Chairman of the Board since  inception  in 1994,  and served as
Chief  Executive  Officer  from  1994  through  August  1999,  of  CNL  American
Properties Fund, Inc., a public,  unlisted real estate investment trust. He also
served as a director,  Chairman of the Board and Chief Executive  Officer of CNL
Fund Advisors,  Inc., the advisor to CNL American Properties Fund, Inc. until it
merged with the company in September 1999. In addition, he serves as a director,
Chairman of the Board and Chief Executive Officer of CNL Health Care Properties,
Inc.,  as well as CNL Health Care Corp.,  the  advisor to the  company.  He also
serves as  director,  Chairman of the Board and Chief  Executive  Officer of CNL
Hospitality  Properties,  Inc., a public, unlisted real estate investment trust,
as well as CNL Hospitality Corp., its advisor. Since 1992, Mr. Seneff has served
as Chairman of the Board and Chief  Executive  Officer of  Commercial  Net Lease
Realty,  Inc., a public real estate  investment  trust that is listed on the New
York Stock Exchange.  Mr. Seneff has also served as a director,  Chairman of the
Board and Chief Executive  Officer of the following  affiliated  companies since
formation: CNL Securities Corp., since 1979; CNL Investment Company, since 1990;
and CNL  Institutional  Advisors,  a registered  investment  advisor for pension
plans,  since  1990.  Mr.  Seneff  formerly  served as a director of First Union
National  Bank of Florida,  N.A.,  and  currently  serves as the Chairman of the
Board of CNLBank.  Mr. Seneff  served on the Florida State  Commission on Ethics
and is a former  member and past  Chairman  of the State of  Florida  Investment
Advisory  Council,  which  recommends  to the  Florida  Board of  Administration
investments for various Florida employee  retirement funds. The Florida Board of
Administration is Florida's  principal  investment advisory and money management
agency and oversees the investment of more than $60 billion of retirement funds.
Mr.  Seneff  received his degree in Business  Administration  from Florida State
University in 1968.

         Robert A. Bourne,  age 52, Since joining CNL Securities  Corp. in 1979,
Mr. Bourne has participated as a general partner or co-venturer in over 100 real
estate  ventures  involved  in the  financing,  acquisition,  construction,  and
leasing of restaurants, office buildings, apartment complexes, hotels, and other
real estate.  Mr. Bourne is the President and Treasurer of CNL Financial  Group,
Inc.  (formerly  CNL Group,  Inc.).  Mr.  Bourne has served as a director  since
inception in 1994,  President from 1994 through  February  1999,  Treasurer from
February 1999 through August 1999, and Vice Chairman of the Board since February
1999 of CNL  American  Properties  Fund,  Inc., a public,  unlisted  real estate
investment  trust.  He also  served  in the  following  positions  for CNL  Fund
Advisors,  Inc., the advisor to CNL American  Properties Fund, Inc. prior to its
merger with CNL  American  Properties  Fund,  Inc.:  director  from 1994 through
August 1999,  Treasurer from July 1998 through August 1999,  President from 1994
through  September  1997,  and Vice  Chairman of the Board from  September  1997
through  August 1999.  Mr. Bourne is a director and President of CNL Health Care
Properties,  Inc., as well as a director and President of CNL Health Care Corp.,
the advisor to the company.  He is also a director,  Vice  Chairman of the Board
and  President of CNL  Hospitality  Properties,  Inc., a public,  unlisted  real
estate  investment  trust, as well as CNL Hospitality  Corp.,  its advisor.  Mr.
Bourne also serves as a director of CNLBank.  He has served as a director  since
1992,  Vice Chairman of the Board since February  1996,  Secretary and Treasurer
from February 1996 through 1997, and President  from July 1992 through  February
1996, of Commercial Net Lease Realty Inc., a public real estate investment trust
listed on the New York Stock Exchange.  Mr. Bourne holds the following positions
for these  affiliates  of CNL Financial  Group,  Inc.:  director,  President and
Treasurer  of  CNL  Investment  Company;  director,  President,  Treasurer,  and
Registered  Principal of CNL  Securities  Corp.,  a subsidiary of CNL Investment
Company and director, President,  Treasurer, and Chief Investment Officer of CNL
Institutional Advisors, Inc., a registered investment advisor for pension plans.
Mr. Bourne began his career as a certified public accountant employed by Coopers
& Lybrand,  Certified  Public  Accountants,  from 1971  through  1978,  where he
attained the position of tax manager in 1975. Mr. Bourne  graduated from Florida
State University in 1970 where he received a B.A. in Accounting, with honors.

         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 450 South Orange Avenue, Orlando,  Florida 32801.
CNL Fund Advisors,  Inc. was a majority owned subsidiary of CNL Financial Group,
Inc.,  until its merger  effective  September 1, 1999. On September 1, 1999, CNL
American  Properties  Fund,  Inc.  acquired  CNL  Fund  Advisors,  Inc.  and was
organized  to  perform  property  acquisition,  property  management  and  other
services.

         CNL Financial  Group,  Inc.,  which was the parent  company of CNL Fund
Advisors,  Inc. through August 1999, was organized in 1980 under the laws of the
State of Florida. CNL Financial 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  Financial  Group,  Inc. Mr.  Seneff and his wife own all of the
outstanding  shares of CNL Holdings,  Inc.,  the Parent company of CNL Financial
Group, Inc.

         The  following  persons  serve as operating  officers of CNL  Financial
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 Financial Group, Inc. and its affiliated companies.

         Curtis B. McWilliams, age 44, joined CNL Financial Group, Inc. in April
1997 and served as an Executive Vice President through August 1999. He serves as
Chief  Executive  Officer of CNL  American  Properties  Fund,  Inc. and CNL Fund
Advisors,  Inc. In  addition,  Mr.  McWilliams  served as  President of CNL Fund
Advisors,  Inc. and as President of the Restaurant and Financial Services Groups
within CNL Financial Group,  Inc. through August 1999. Mr.  McWilliams served as
President of CNL American  Properties  Fund,  Inc.  from  February  1999 through
August 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 41, serves as President and Chief Operating Officer
of CNL American  Properties Fund, Inc. and CNL Fund Advisors,  Inc. He served as
Executive Vice President of CNL American Properties Fund, Inc. from January 1996
through August 1999, as Chief Operating  Officer since March 1995 through August
1999, and previously  served as Senior Vice President from December 1994 through
August 1999. In addition,  Mr. Walker has served as Executive  Vice President of
CNL Fund Advisors,  Inc. since January 1996 through August 1999, Chief Operating
Officer from April 1995 through  August 1999,  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. As of September 1, 1999,  Mr.  Walker
serves as President for CNL American  Properties Fund, 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 51, Ms. Rose  served as  Secretary  of CNL  American
Properties Fund, Inc., a public,  unlisted real estate  investment  trust,  from
1994 through  August 1999,  and served as Treasurer  from 1994 through  February
1999. She also served as Treasurer of CNL Fund Advisors, Inc., from 1994 through
July 1998, and served as Secretary and a director from 1994 through August 1999,
at which point it merged with CNL American  Properties  Fund,  Inc. In addition,
she is Secretary and Treasurer of CNL Health Care  Properties,  Inc., and serves
as  Secretary  of its  subsidiaries.  In  addition,  she  serves  as  Secretary,
Treasurer and a director of CNL Health Care Corp., the advisor.  to the company.
Ms. Rose also serves as Secretary and Treasurer of CNL  Hospitality  Properties,
Inc., a public,  unlisted real estate investment trust, as Secretary,  Treasurer
and a director of CNL Hospitality  Corp.,  its Advisor,  and as Secretary of the
subsidiaries  of the  company.  Ms. Rose served as  Secretary  and  Treasurer of
Commercial Net Lease Realty,  Inc., a public real estate investment trust listed
on the New York Stock Exchange, from 1992 to February 1996, and as Secretary and
a director of CNL Realty Advisors, Inc., its advisor, from its inception in 1991
through  1997.  She also served as Treasurer of CNL Realty  Advisors,  Inc. from
1991 through February 1996. Ms. Rose, a certified public accountant,  has served
as Secretary of CNL Financial Group, Inc. (formerly CNL Group, Inc.) since 1987,
served as Controller from 1987 to 1993 and has served as Chief Financial Officer
since 1993.  She also serves as Secretary of the  subsidiaries  of CNL Financial
Group,  Inc. and holds various other offices in the  subsidiaries.  In addition,
she serves as Secretary for approximately 50 additional  corporations affiliated
with CNL Financial Group, Inc. and its  subsidiaries.  Ms. Rose oversees the tax
and legal compliance for over 375 corporations, partnerships and joint ventures,
and the  accounting  and financial  reporting  for over 200  entities.  Prior to
joining CNL, Ms. Rose was a partner with Robert A. Bourne in the accounting firm
of Bourne & Rose, P.A.,  Certified Public Accountants.  Ms. Rose holds a B.A. in
Sociology  from  the  University  of  Central  Florida.  She was  licensed  as a
certified public accountant in 1979.

         Jeanne A. Wall,  age 41, Ms. Wall served as Executive Vice President of
CNL American  Properties Fund, Inc., a public,  unlisted real estate  investment
trust,  from 1994 through  August 1999,  and as Executive  Vice President of CNL
Fund Advisors,  Inc., its advisor, from 1994 through August 1999, at which point
it merged  with CNL  American  Properties  Fund,  Inc.  Ms.  Wall also serves as
Executive Vice President of CNL Health Care Properties, Inc. and CNL Health Care
Corp.,  the  Advisor to the  Company.  Ms. Wall also  serves as  Executive  Vice
President of CNL Hospitality  Properties,  Inc., a public,  unlisted real estate
investment  trust,  and serves as Executive Vice President and a director of CNL
Hospitality Corp., its advisor.  She also serves as a director for CNLBank.  Ms.
Wall serves as Executive Vice President of CNL Financial Group,  Inc.  (formerly
CNL  Group,  Inc.).  Ms.  Wall has  served  as Chief  Operating  Officer  of CNL
Investment  Company  and of CNL  Securities  Corp.  since 1994 and has served as
Executive Vice President of CNL Investment  Company since January 1991. In 1984,
Ms. Wall joined CNL Securities  Corp.  and in 1985,  became Vice  President.  In
1987, she became a Senior Vice President and in July 1997, 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,
communications and investor services for programs offered through  participating
brokers.  Ms.  Wall also served as Senior Vice  President  of CNL  Institutional
Advisors  Inc., a registered  investment  advisor,  from 1990 to 1993.  Ms. Wall
served as Vice  President of Commercial  Net Lease  Realty,  Inc., a public real
estate investment trust listed on the New York Stock Exchange, from 1992 through
1997,  and  served as Vice  President  of CNL  Realty  Advisors,  Inc.  from its
inception in 1991 through 1997.  Ms. Wall  currently  serves as a trustee on the
Board  of the  Investment  Program  Association,  is a member  of the  Corporate
Advisory Council for the International Association for Financial Planning and is
a member of IWF, International Women's Forum. In addition, she previously served
on the Direct  Participation  Program committee for the National  Association of
Securities Dealers,  Inc. Ms. Wall holds a B.A. in Business  Administration from
Linfield College and is a registered principal of CNL Securities Corp.

         Steven D. Shackelford, age 36, a certified public accountant, serves as
Senior Vice President,  Chief Financial  Officer,  and Secretary of CNL American
Properties  Fund, Inc. and CNL Fund Advisors,  Inc. He served as Chief Financial
Officer of CNL American  Properties  Fund,  Inc.  from January 1997 and as Chief
Financial Officer of CNL Fund Advisors, Inc. since September 1996 through August
1999. 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 15,  2000,  no person was known to the  Registrant  to be a
beneficial owner of more than five percent of the Units.

         The  following  table sets forth,  as of March 15, 2000 the  beneficial
ownership interests of the General Partners in the Registrant.

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

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

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




<PAGE>


Item 13.  Certain Relationships and Related Transactions

         The  table  below   summarizes  the  types,   recipients,   methods  of
computation and amounts of compensation,  fees and distributions paid or payable
by the  Partnership  to the General  Partners and their  affiliates for the year
ended  December 31, 1999,  exclusive of any  distributions  to which the General
Partners or their  affiliates  may be entitled by reason of their  purchase  and
ownership of Units.
<TABLE>
<CAPTION>
<S> <C>
                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
          and Recipient                        Method of Computation                  Ended December 31, 1999
----------------------------------     --------------------------------------      ------------------------------

Reimbursement  to affiliates  for      Operating  expenses are reimbursed at       Operating  expenses  incurred
operating expenses                     the  lower of cost or 90  percent  of       on      behalf     of     the
                                       the   prevailing    rate   at   which       Partnership:   $203,582
                                       comparable  services  could have been
                                       obtained   in  the  same   geographic       Accounting                and
                                       area.   Affiliates   of  the  General       administra-tive     services:
                                       Partners  from  time  to  time  incur       $129,209
                                       certain operating  expenses on behalf
                                       of  the  Partnership  for  which  the
                                       Partnership       reimburses      the
                                       affiliates without interest.

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




<PAGE>



                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
         and Recipient                         Method of Computation                  Ended December 31, 1999
---------------------------------      --------------------------------------      ------------------------------

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

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

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


<PAGE>



                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
         And Recipient                         Method of Computation                  Ended December 31, 1999
---------------------------------      --------------------------------------      ------------------------------

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




</TABLE>


<PAGE>


                                     PART IV


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

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

         1.   Financial Statements

                  Report of Independent Certified Public Accountants

                  Balance Sheets at December 31, 1999 and 1998

                  Statements of Income for the years ended December 31, 1999,
                  1998, and 1997

                  Statements of Partners' Capital for the years ended December
                  31, 1999, 1998, and 1997

                  Statements of Cash Flows for the years ended December 31,
                  1999, 1998, and 1997

                  Notes to Financial Statements

         2.   Financial Statement Schedule

                  Schedule II -Valuation and  Qualifying  Accounts for the years
                  ended December 31, 1999, 1998 and 1997

                  Schedule III - Real Estate and Accumulated Depreciation at
                  December 31, 1999

                  Notes to Schedule III - Real Estate and Accumulated
                  Depreciation at December 31, 1999

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

         3.   Exhibits

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

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

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

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

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


<PAGE>


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

                  27       Financial Data Schedule (Filed herewith.)

(b)      The Registrant filed no reports on Form 8-K during the period October
         1, 1999 through December 31, 1999.

<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 24th day of
March, 2000.

                                       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 Director     March 24, 2000
Robert A. Bourne            (Principal Financial and Accounting
                            Officer)

/s/ James M. Seneff, Jr.    Chief Executive Officer and Director  March 24, 2000
James M. Seneff, Jr.        (Principal Executive Officer)



<PAGE>

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

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  Years Ended December 31, 1999, 1998, and 1997

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

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

  1997        Allowance for
                  doubtful
                  accounts (a)       $   93,209     $         --     $    192,212 (b)   $    5,083 (c)    $   24,889    $  255,449
                                  ==============  ===============  ================    =============     ============  ============

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

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

</TABLE>


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

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

(c)    Amounts written off as uncollectible.


<PAGE>


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

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                December 31, 1999


<TABLE>
<CAPTION>


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

      Boston Market:
        Homewood, Alabama (l)               -                           $597,907           $679,400              -            -

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

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

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

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

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

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

      Perkins Restaurants:
        Lancaster, New York (k)             -                            336,872            790,723              -            -
        Ft. Pierce, Florida                 -                            487,752                  -        567,923            -

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

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

                                                                      $9,076,722         $5,723,371     $4,512,526            -
                                                            =====================  ================= ==============   ==========
Properties of Joint Venture in
   Which the Partnership has a
   50% Interest and has Invested
   in Under Operating Leases:

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

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

Property of Joint Venture
   in Which the Partnership
   has a 10.51% Interest and has
   Invested in Under an
   Operating Lease:
      Burger King Restaurant:
        Ashland, New Hampshire              -                           $293,478           $997,104              -            -
                                                            =====================  ================= ==============   ==========

Property in Which the Partnership
   has a 13% Interest as Tenants-
   in-Common and has
   Invested in Under an
   Operating Lease:
      Golden Corral Family
        Steakhouse Restaurant:
            Clinton, North Carolina         -                           $138,382           $676,588              -            -
                                                            =====================  ================= ==============   ==========

Property in Which the Parner-
   ship has a 6.69% Interest
   as Tenants-in-Common and
   has Invested in Under an
   Operating Lease:
      Chevy's Fresh Mex
        Miami, Florida                      -                           $976,357           $974,016              -            -
                                                            =====================  ================= ==============   ==========

Property of Joint Venture
   in Which the Partnership
   has a 69.06% Interest and
   has Invested in Under an
   Operating Lease:
      Burger King Restaurant:
        Ocean Shores, Washington            -                           $351,015                  -              -            -
                                                            =====================  ================= ==============   ==========

Property of Joint Venture
   in Which the Partnership
   has a 52% Interest and
   has Invested in Under an
   Operating Lease:
      IHOP Restaurant:
        Peoria, Arizona                     -                           $466,182                  -              -            -
                                                            =====================  ================= ==============   ==========

Properties the Partnership
   has Invested in Under
   Direct Financing Leases:

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

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

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

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

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

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

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

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

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

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

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

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

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





                           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
------------------  ----------------   -----------------  ---------------   ---------   -------------      ----------------





         $597,907          $679,400          $1,277,307          $40,184      1997         10/97                 (b)


          222,632           568,573             791,205           34,614      1986         11/91                 (j)
          383,359           554,084             937,443           33,732      1986         11/91                 (j)


          160,896           273,700             434,596           58,546      1992         12/91                 (g)
          285,842                (f)            285,842                -      1992         02/92                 (d)
          287,959                (f)            287,959                -      1992         03/92                 (d)



          592,837         1,106,384           1,699,221          287,458      1992         12/91                 (b)
          711,354         1,124,040           1,835,394          285,168      1992         12/91                 (b)
          580,655           920,521           1,501,176          234,796      1992         05/92                 (b)
          203,166         1,054,051           1,257,217           26,544      1998         03/99                 (b)


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


          276,701                (f)            276,701                -      1991         12/91                 (d)
          327,322                (f)            327,322                -      1992         02/92                 (d)
          427,386           592,943           1,020,329           16,394      1998         10/98                 (b)
          348,646                (f)            348,646                -      1991         04/92                 (d)
          202,393                (f)            202,393                -      1991         04/92                 (d)


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


          336,872           790,723           1,127,595           25,708      1991         11/91                 (i)
          487,752           567,923           1,055,675           83,926      1992         01/92                 (h)


           99,879           224,614             324,493           57,743      1976         03/91                 (b)
          101,690                (f)            101,690                -      1985         03/91                 (d)
           71,989           161,211             233,200           41,444      1979         03/91                 (b)
          109,937           255,060             364,997           65,570      1985         03/91                 (b)


          323,573           515,134             838,707          140,051      1987         11/91                 (b)
          513,032           420,219             933,251          109,104      1992         12/91                 (b)
          410,448           427,317             837,765          113,912      1992         01/92                 (b)
------------------  ----------------   -----------------  ---------------

       $9,076,722       $10,235,897         $19,312,619       $1,654,894
==================  ================   =================  ===============






         $338,800          $650,109            $988,909         $168,138      1990         03/92                 (b)
          429,883           342,455             772,338           88,569      1990         03/92                 (b)
          350,932           773,129           1,124,061          199,954      1989         03/92                 (b)
          514,815           838,536           1,353,351          216,871      1987         03/92                 (b)
          203,095           719,226             922,321          186,013      1988         03/92                 (b)
          406,259           998,023           1,404,282          258,118      1987         03/92                 (b)
------------------  ----------------   -----------------  ---------------

       $2,243,784        $4,321,478          $6,565,262       $1,117,663
==================  ================   =================  ===============







         $293,478          $997,104          $1,290,582         $241,035      1987         10/92                 (b)
==================  ================   =================  ===============








         $138,382          $676,588            $814,970          $88,827      1996         01/96                 (b)
==================  ================   =================  ===============







         $976,357          $974,016          $1,950,373          $65,023      1995         12/97                 (b)
==================  ================   =================  ===============







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







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






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


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

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


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


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


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


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









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







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







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






</TABLE>

<PAGE>


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

               NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                                  DEPRECIATION

                                December 31, 1999

(a)      Transactions in real estate and accumulated  depreciation  during 1999,
         1998, and 1997, are summarized as follows:

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

              Balance, December 31, 1996          $  16,123,171        $   898,779
              Acquisitions                            1,277,307                 --
              Dispositions                             (577,332 )               --
              Depreciation expense                           --            214,468
                                                 ---------------   ----------------

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

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

              Balance, December, 31 1999            $19,312,619         $1,654,894
                                                 ===============   ================

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

              Balance, December 31, 1996           $  6,565,262        $   685,517
              Depreciation expense                           --            144,047
                                                 ---------------   ----------------

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

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

              Balance, December 31, 1999           $  6,565,262       $  1,117,663
                                                 ===============   ================

</TABLE>


<PAGE>


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

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

                                December 31, 1999

<TABLE>
<CAPTION>
<S> <C>
                                                                                        Accumulated
                                                                        Cost           Depreciation
                                                                  -----------------   ----------------
               Property of Joint  Venture in Which the
                    Partnership  has a 10.51% Interest
                    and   has    Invested   in   Under
                    Operating Leases:

                      Balance, December 31, 1996                      $  1,290,582        $   141,325
                      Depreciation expense                                      --             33,147
                                                                  -----------------   ----------------

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

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

                      Balance, December 31, 1999                      $  1,290,582        $   241,035
                                                                  =================   ================

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

                      Balance, December 31, 1996                       $   814,970        $    21,168
                      Depreciation expense                                      --             22,553
                                                                  -----------------   ----------------

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

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

                      Balance, December 31, 1999                       $   814,970        $    88,827
                                                                  =================   ================

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

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

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

                      Balance, December 31, 1999                      $  1,950,373        $    65,023
                                                                  =================   ================

<PAGE>

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

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

                                December 31, 1999

                                                                                          Accumulated
                                                                         Cost             Depreciation
                                                                    ----------------    -----------------
              Property of Joint Venture in Which the
                  Partnership has a 69.06% Interest
                  and has Invested in Under Operating
                  Leases:

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

                    Balance, December 31, 1999                           $  351,015             $     --
                                                                    ================    =================

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

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

                    Balance, December 31, 1999                           $  466,182             $     --
                                                                    ================    =================

</TABLE>


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

(c)      As of December 31, 1999, the aggregate cost of the Properties  owned by
         the  Partnership   and  its   consolidated   joint  venture,   and  the
         unconsolidated  joint  ventures  for federal  income tax  purposes  was
         $29,643,748  and  $14,018,133,  respectively.  All  of the  leases  are
         treated as operating leases for federal income tax purposes.

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

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

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

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

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

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

                                December 31, 1999


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

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

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

(k)      For financial reporting purposes the undepreciated cost of the Property
         in Lancaster,  New York,  was reduced to its  estimated net  realizable
         value to an impairment in value.  The tenant of this Property filed for
         bankruptcy  and  rejected  the lease  relating  to this  Property.  The
         Partnership  recognized  the  impairment  by recording an allowance for
         loss on building in the amount of $387,202 at December  31,  1998.  The
         impairment at December 31, 1998  represents the difference  between the
         Property's  carrying value and the net realizable value of the Property
         at December 31, 1999 and 1998,  respectively.  The cost of the Property
         presented  on this  schedule is the gross  amount at which the Property
         was carried at December 31, 1999,  excluding  the allowance for loss on
         building.

(l)      During 1998, the tenant of the Property in Homewood,  Alabama filed for
         bankruptcy  and  rejected  the  lease  relating  to the  Property.  For
         financial  reporting  purposes,  the undepreciated cost of the property
         was  reduced  down to its  estimated  net  realizable  value  due to an
         impairment in value of $521,316 during 1998. The impairment represented
         the difference between the Property's  carrying value and the estimated
         net  realizable  value of the Property at December 31, 1998. In January
         2000, the  Partnership  entered into a new lease with a new tenant.  In
         connection therewith, the Partnership agreed to remove the old building
         so the new tenant can  construct  a new  building  to operate a Kinko's
         Copies store. Therefore, at December 31, 1999, the Partnership recorded
         an additional  impairment of $357,760,  representing the  undepreciated
         cost of the old building, for financial reporting purposes. The cost of
         the property  presented  on this  schedule is the gross amount at which
         the Property was carried at December 31, 1999,  excluding the allowance
         for loss on land and building.



<PAGE>





                                    EXHIBITS




<PAGE>




                                  EXHIBIT INDEX


Exhibit Number


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

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

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

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

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

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

27       Financial Data Schedule (Filed herewith.)