FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

              (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT of 1934

                  For the quarterly period ended June 30, 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
                                     0-23974
                     ---------------------------------------


                            CNL Income Fund XIV, Ltd.
 -----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>

<S> <C>

                       Florida                                                        59-3143096
------------------------------------------------------              ------------------------------------------------
(State or other jurisdiction of                                                    (I.R.S. Employer
incorporation or organization)                                                    Identification No.)


400 East South Street
Orlando, Florida                                                                         32801
------------------------------------------------------              ------------------------------------------------
      (Address of principal executive offices)                                        (Zip Code)


Registrant's telephone number
(including area code)                                                               (407) 650-1000
                                                                    ------------------------------------------------
</TABLE>


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for 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 _________





<PAGE>


                                    CONTENTS




Part I                                                                 Page

   Item 1.    Financial Statements:

                  Condensed Balance Sheets

                  Condensed Statements of Income

                  Condensed Statements of Partners' Capital

                  Condensed Statements of Cash Flows

                  Notes to Condensed Financial Statements

   Item 2.    Management's Discussion and Analysis of Financial
                  Condition and Results of Operations

   Item 3.   Quantitative and Qualitative Disclosures About
                  Market Risk

Part II

   Other Information



<PAGE>

                            CNL INCOME FUND XIV, LTD.
                         (A Florida Limited Partnership)
                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>


                                                                                June 30,             December 31,
                                                                                  1999                   1998
                                                                           -------------------    -------------------
<S> <C>
                               ASSETS

   Land and buildings on operating leases, less
       accumulated depreciation and allowance
       for loss on building                                                      $ 24,871,707           $ 26,509,264
   Net investment in direct financing leases                                        7,813,800              7,300,102
   Investment in joint ventures                                                     3,850,463              3,813,175
   Cash and cash equivalents                                                        1,458,499                949,056
   Receivables, less allowance for doubtful accounts
       of $1,105 in 1999 and 1998                                                      56,816                 62,824
   Prepaid expenses                                                                    18,407                  8,389
   Lease costs, less accumulated amortization of
       $1,898 in 1999                                                                  31,102                     --
   Accrued rental income, less allowance for doubtful
       accounts of $12,622 in 1999 and 1998                                         2,068,192              1,895,349
                                                                           -------------------    -------------------

                                                                                 $ 40,168,986           $ 40,538,159
                                                                           ===================    ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                                $   88,637             $    2,577
   Accrued and escrowed real estate taxes payable                                       5,152                 18,198
   Distributions payable                                                              928,130                928,130
   Due to related party                                                                47,290                 25,432
   Rents paid in advance and deposits                                                  68,013                 88,098
                                                                           -------------------    -------------------
       Total liabilities                                                            1,137,222              1,062,435

   Commitments and Contingencies (Note 3)

   Partners' capital                                                               39,031,764             39,475,724
                                                                           -------------------    -------------------

                                                                                 $ 40,168,986           $ 40,538,159
                                                                           ===================    ===================
</TABLE>

           See accompanying notes to condensed financial statements.


<PAGE>


                            CNL INCOME FUND XIV, LTD.
                         (A Florida Limited Partnership)
                         CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>


                                                                Quarter Ended                     Six Months Ended
                                                                  June 30,                            June 30,
                                                           1999              1998              1999              1998
                                                        ------------     -------------     --------------    --------------
<S> <C>
Revenues:
    Rental income from operating leases                   $ 730,510         $ 707,601        $ 1,437,315      $ 1,424,878
    Adjustments to accrued rental income                         --          (262,969 )               --         (262,969  )
    Earned income from direct financing leases              222,341           218,056            421,507          460,275
    Interest and other income                                 6,960            25,483             17,480           46,462
                                                        ------------     -------------     --------------    --------------
                                                            959,811           688,171          1,876,302        1,668,646
                                                        ------------     -------------     --------------    --------------

Expenses:
    General operating and administrative                     32,840            42,628             81,183           78,931
    Professional services                                     9,792            10,695             17,576           16,877
    Management fees to related party                          9,928             9,280             19,472           18,786
    Real estate taxes                                           457             1,276              5,331            4,726
    State and other taxes                                       334                40             30,688           21,036
    Depreciation and amortization                            94,346            85,053            198,272          170,106
    Transaction costs                                        85,038                --            118,213               --
                                                        ------------     -------------     --------------    --------------
                                                            232,735           148,972            470,735          310,462
                                                        ------------     -------------     --------------    --------------

Income Before Equity in Earnings of Joint
    Ventures,  Gain (Loss) on Sale of Land and
    Buildings and Provision for Loss on Building            727,076           539,199          1,405,567        1,358,184

Equity in Earnings of Joint Ventures                         95,136            82,126            188,822          164,631

Gain (Loss) on Sale of Land and Buildings                   (60,882 )          41,408            (60,882 )        112,206

Provision for Loss on Building                              (60,325 )              --           (121,207 )             --
                                                        ------------     -------------     --------------    --------------

Net Income                                                $ 701,005         $ 662,733        $ 1,412,300      $ 1,635,021
                                                        ============     =============     ==============    ==============

Allocation of Net Income:
    General partners                                       $  7,695         $   6,214          $  15,163        $  15,228
    Limited partners                                        693,310           656,519          1,397,137        1,619,793
                                                        ------------     -------------     --------------    --------------

                                                          $ 701,005         $ 662,733        $ 1,412,300      $ 1,635,021
                                                        ============     =============     ==============    ==============

Net Income Per Limited Partner Unit                        $   0.15          $   0.15          $    0.31        $    0.36
                                                        ============     =============     ==============    ==============

Weighted Average Number of Limited Partner
    Units Outstanding                                     4,500,000         4,500,000          4,500,000        4,500,000
                                                        ============     =============     ==============    ==============
</TABLE>

           See accompanying notes to condensed financial statements.

<PAGE>


                            CNL INCOME FUND XIV, LTD.
                         (A Florida Limited Partnership)
                    CONDENSED STATEMENTS OF PARTNERS' CAPITAL
<TABLE>
<CAPTION>


                                                                          Six Months Ended                Year Ended
                                                                              June 30,                   December 31,
                                                                                1999                         1998
                                                                       ------------------------     -----------------------
<S> <C>
General partners:
    Beginning balance                                                            $     177,733               $     146,640
    Net income                                                                          15,163                      31,093
                                                                       ------------------------     -----------------------
                                                                                       192,896                     177,733
                                                                       ------------------------     -----------------------

Limited partners:
    Beginning balance                                                               39,297,991                  39,842,517
    Net income                                                                       1,397,137                   3,167,994
    Distributions ($0.41 and $0.83 per
       limited partner unit, respectively)                                          (1,856,260 )                (3,712,520 )
                                                                       ------------------------     -----------------------
                                                                                    38,838,868                  39,297,991
                                                                       ------------------------     -----------------------

Total partners' capital                                                        $    39,031,764              $   39,475,724
                                                                       ========================     =======================

</TABLE>

           See accompanying notes to condensed financial statements.


<PAGE>


                            CNL INCOME FUND XIV, LTD.
                         (A Florida Limited Partnership)
                       CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                                                    Six Months Ended
                                                                                        June 30,
                                                                                1999                 1998
                                                                           ----------------     ---------------
<S> <C>
Increase (Decrease ) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                   $1,746,523          $1,845,728
                                                                           ----------------     ---------------

    Cash Flows from Investing Activities:
       Proceeds from sale of land and buildings                                    696,300           1,250,140
       Investment in joint ventures                                                (44,120 )          (310,097 )
       Increase in restricted cash                                                      --            (193,654 )
       Payment of lease costs                                                      (33,000 )                --
                                                                           ----------------     ---------------
          Net cash provided by investing activities                                619,180             746,389
                                                                           ----------------     ---------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                        (1,856,260 )        (1,856,260 )
                                                                           ----------------     ---------------
          Net cash used in financing activities                                 (1,856,260 )        (1,856,260 )
                                                                           ----------------     ---------------

Net Increase in Cash and Cash Equivalents                                          509,443             735,857

Cash and Cash Equivalents at Beginning of Period                                   949,056           1,285,777
                                                                           ----------------     ---------------

Cash and Cash Equivalents at End of Period                                      $1,458,499          $2,021,634
                                                                           ================     ===============

Supplemental Schedule of Non-Cash Financing
    Activities:

       Distributions declared and unpaid at end of
          period                                                                 $ 928,130           $ 928,130
                                                                           ================     ===============
</TABLE>

           See accompanying notes to condensed financial statements.


<PAGE>
                            CNL INCOME FUND XIV, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 1999 and 1998


1.       Basis of Presentation:

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance  with the  instructions  to Form 10-Q and do not
         include  all  of the  information  and  note  disclosures  required  by
         generally  accepted  accounting  principles.  The financial  statements
         reflect all adjustments,  consisting of normal  recurring  adjustments,
         which are, in the opinion of management,  necessary to a fair statement
         of the results for the interim periods presented. Operating results for
         the quarter and six months ended June 30, 1999,  may not be  indicative
         of the results  that may be expected  for the year ending  December 31,
         1999.  Amounts as of  December  31,  1998,  included  in the  financial
         statements,  have been derived from audited financial  statements as of
         that date.

         These unaudited financial statements should be read in conjunction with
         the financial statements and notes thereto included in Form 10-K of CNL
         Income Fund XIV, Ltd. (the  "Partnership")  for the year ended December
         31, 1998.

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 1999 presentation.  These  reclassifications
         had no effect on partners' capital or net income.

2.       Land and Building on Operating Leases:

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

                                                                  June 30,               December 31,
                                                                    1999                     1998
                                                            ---------------------     --------------------
<S> <C>
                     Land                                          $  15,900,097            $  16,195,936
                     Buildings                                        10,966,349               12,024,577
                                                            ---------------------     --------------------
                                                                      26,866,446               28,220,513
                     Less accumulated
                         depreciation                                 (1,836,377 )             (1,674,094 )
                                                            ---------------------     --------------------
                                                                      25,030,069               26,546,419
                     Less allowance for
                         loss on building                               (158,362 )                (37,155 )
                                                            ---------------------     --------------------

                                                                   $  24,871,707            $  26,509,264
                                                            =====================     ====================
</TABLE>



<PAGE>


                            CNL INCOME FUND XIV, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 1999 and 1998


2.       Land and Building on Operating Leases - Continued:

         As of December 31, 1998, the Partnership  recorded a provision for loss
         on building in the amount of $37,155 for financial  reporting  purposes
         relating to the Long John Silver's property in Shelby,  North Carolina.
         The tenant of this property  filed for bankruptcy and ceased payment of
         rents under the terms of its lease agreement. The allowance represented
         the  difference  between the carrying value of the property at December
         31,  1998 and the  estimated  net  realizable  value for the  property.
         During the six months ended June 30, 1999,  the  Partnership  increased
         the  allowance  by  $121,207  to a  total  of  $158,362.  The  adjusted
         allowance  represented the difference between the carrying value of the
         property at June 30, 1999 and the estimated net sales proceeds from the
         sale of the property based on a sales contract with an unrelated  third
         party.

         In May 1999, the Partnership sold its property in Stockbridge,  Georgia
         to a third  party for  $700,000,  and  received  net sales  proceeds of
         $696,300,  resulting  in a loss  of  $60,882  for  financial  reporting
         purposes.

3.       Commitments and Contingencies:

         On March 11, 1999, the  Partnership  entered into an Agreement and Plan
         of Merger with CNL American Properties Fund, Inc. ("APF"),  pursuant to
         which the Partnership would be merged with and into a subsidiary of APF
         (the  "Merger").  As  consideration  for the Merger,  APF has agreed to
         issue 2,156,521  shares of its common stock,  par value $0.01 per share
         (the "APF  Shares")  which,  for the  purposes  of  valuing  the merger
         consideration,  have been  valued by APF at $20.00 per APF  Share,  the
         price  paid by APF  investors  (after an  adjustment  for a one for two
         reverse stock split  effective June 3, 1999) in three  previous  public
         offerings,  the most recent of which was completed in December 1998. In
         order to assist the general  partners in evaluating the proposed merger
         consideration,  the general partners retained Valuation  Associates,  a
         nationally  recognized  real estate  appraisal  firm,  to appraise  the
         Partnership's   restaurant  property  portfolio.   Based  on  Valuation
         Associates'  appraisal,  the Partnership's property portfolio and other
         assets were valued on a going  concern basis  (meaning the  Partnership
         continues  unchanged) at  $42,435,559  as of December 31, 1998. The APF
         Shares  are  expected  to be listed  for  trading on the New York Stock
         Exchange   concurrently  with  the  consummation  of  the  Merger,  and
         therefore, would be freely tradable at the option of the former limited
         partners.  At a special  meeting of the partners that is expected to be
         held in the fourth quarter of 1999,  limited partners holding in excess
         of 50% of the Partnership's  outstanding limited partnership  interests
         must approve the Merger prior to  consummation of the  transaction.  If
         the limited  partners at the special  meeting  approve the Merger,  APF
         will own the  properties  and  other  assets  of the  Partnership.  The
         general partners intend to


<PAGE>


                            CNL INCOME FUND XIV, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 1999 and 1998


3.       Commitments and Contingencies - Continued:

         recommend  that the  limited  partners of the  Partnership  approve the
         Merger. In connection with their  recommendation,  the general partners
         will  solicit  the  consent  of the  limited  partners  at the  special
         meeting.  If the limited  partners  reject the Merger,  the Partnership
         will  bear  the  portion  of  the  transaction  costs  based  upon  the
         percentage  of "For"  votes  and the  general  partners  will  bear the
         portion  of  such  transaction  costs  based  upon  the  percentage  of
         "Against" votes and abstentions.

         On May 11,  1999,  four  limited  partners in several of the CNL Income
         Funds  served  a  lawsuit  against  the  general  partners  and  APF in
         connection  with the proposed  Merger.  On July 8, 1999, the plaintiffs
         amended  the  complaint  to add three  additional  limited  partners as
         plaintiffs.  Additionally,  on June 22,  1999,  a  limited  partner  in
         certain of the CNL Income  Funds  served a lawsuit  against the general
         partners, APF, CNL Fund Advisors, Inc. and certain of its affiliates in
         connection  with the  proposed  Merger.  The general  partners  and APF
         believe  that the  lawsuits  are  without  merit  and  intend to defend
         vigorously against the claims. See Part II - Item 1. Legal Proceedings.

         In May  1999,  the  Partnership  entered  into  an  agreement  with  an
         unrelated  third  party to sell  the Long  John  Silver's  property  in
         Shelby, North Carolina. At June 30, 1999, the Partnership established a
         provision for loss on building  related to the anticipated sale of this
         property (see Note 2). As of August 9, 1999, the sale had not occurred.


<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         CNL Income Fund XIV,  Ltd.  (the  "Partnership")  is a Florida  limited
partnership  that was  organized  on September  25,  1992,  to acquire for cash,
either directly or through joint venture  arrangements,  both newly  constructed
and  existing  restaurants,  as well as land 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 leases
generally are triple-net leases, with the lessee responsible for all repairs and
maintenance,  property taxes,  insurance and utilities.  As of June 30 1999, the
Partnership  owned 56  Properties,  which  included  interests in ten Properties
owned by joint ventures in which the Partnership is a co-venturer.

Capital Resources

         The  Partnership's  primary  source of capital for the six months ended
June 30, 1999 and 1998 was cash from  operations  (which  includes cash received
from tenants,  distributions from joint ventures,  and interest and other income
received, less cash paid for expenses).  Cash from operations was $1,746,523 and
$1,845,728  for the six months ended June 30, 1999 and 1998,  respectively.  The
decrease in cash from  operations  for the six months  ended June 30,  1999,  as
compared to the six months ended June 30, 1998, is primarily a result of changes
in the Partnership's working capital.

         Other sources and uses of capital included the following during the six
months ended June 30, 1999.

         In April 1998,  the  Partnership  reinvested a portion of the net sales
proceeds  from the 1998 sale of the  Property  in  Madison,  Alabama  in a joint
venture arrangement,  Melbourne Joint Venture,  with an affiliate of the general
partners,  to construct and hold one restaurant  Property.  As of June 30, 1999,
the Partnership had contributed  approximately  $539,100, of which approximately
$44,100 was contributed  during the six months ended June 30, 1999, to the joint
venture to purchase land and pay for  construction  costs  relating to the joint
venture. As of June 30, 1999, the Partnership owned a 50 percent interest in the
profits and losses of the joint venture.

         In May 1999, the Partnership sold its Property in Stockbridge, Georgia,
to an unrelated  third party for  $700,000  and  received net sales  proceeds of
$696,300. As a result of this transaction,  the Partnership recognized a loss of
$60,882 for financial  reporting  purposes.  The Partnership intends to reinvest
these net sales proceeds in an additional Property.

         In May  1999,  the  Partnership  entered  into  an  agreement  with  an
unrelated third party to sell the Long John Silver's  property in Shelby,  North
Carolina. At June 30, 1999, the Partnership  established a provision for loss on
building  related to the  anticipated  sale of this property (see Note 2). As of
August 9, 1999, the sale had not occurred.

         Currently,  rental income from the Partnership's Properties and any net
sales  proceeds  held by the  Partnership,  pending  reinvestment  in additional
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  or to make  distributions  to the  partners.  At June  30,  1999,  the
Partnership had $1,458,499 invested in such short-term investments,  as compared
to $949,056 at December  31,  1998.  The  increase in cash and cash  equivalents
during the six months  ended June 30, 1999,  is primarily  due to the receipt of
$696,300 in net sales  proceeds  from the sale of the  Property in  Stockbridge,
Georgia.  The funds remaining at June 30, 1999,  after payment of  distributions
and other  liabilities,  will be used to acquire an  additional  Property and to
meet the Partnership's working capital and other needs.

Short-Term Liquidity

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

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

         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 operating  expenses of the Partnership,  to the extent that
the general partners  determine that such funds are available for  distribution.
Based on current and anticipated  future cash from  operations,  the Partnership
declared distributions to the limited partners of $1,856,260 for each of the six
months ended June 30, 1999 and 1998  ($928,130  for each of the  quarters  ended
June 30, 1999 and 1998).  This represents  distributions for each applicable six
months  of $0.41  per unit  ($0.21  per unit for each  applicable  quarter).  No
distributions  were made to the general partners for the quarters and six months
ended June 30, 1999 and 1998. No amounts distributed to the limited partners for
the six months  ended  June 30,  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  contribution.  The
Partnership  intends to continue to make  distributions  of cash  available  for
distribution to the limited partners on a quarterly basis.

         Total liabilities of the Partnership,  including distributions payable,
increased to $1,137,222 at June 30, 1999,  from $1,062,435 at December 31, 1998.
The  increase  in  liabilities  at June 30,  1999 is  partially  a result of the
Partnership  accruing transaction costs relating to the proposed merger with CNL
American Properties Fund, Inc. ("APF"), as described below. The general partners
believe that the  Partnership  has  sufficient  cash on hand to meet its current
working capital needs.

Long-Term Liquidity

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



<PAGE>


Results of Operations

         During the six months ended June 30, 1998,  the  Partnership  owned and
leased 49 wholly owned  Properties  (which included three  Properties which were
sold  during  1998),  and  during  the six  months  ended  June  30,  1999,  the
Partnership  owned and leased 47 wholly  owned  Properties  (which  included one
Property which was sold during 1999), to operators of fast-food and family-style
restaurant  chains.  During the six months  ended  June 30,  1999 and 1998,  the
Partnership  earned  $1,858,822 and $1,622,184,  respectively,  in rental income
from  operating  leases (net of adjustments to accrued rental income) and earned
income from direct financing leases from these Properties, $952,851 and $662,688
of  which  was  earned  during  the  quarters  ended  June 30,  1999  and  1998,
respectively.

         Rental and earned  income was lower  during the  quarter and six months
ended June 30,  1998,  as compared to the quarter and six months  ended June 30,
1999, primarily due to the fact that in June 1998 Long John Silver's, Inc. filed
for bankruptcy and rejected the leases  relating to four of the nine  Properties
it leased.  As a result,  this tenant ceased making rental  payments on the four
rejected  leases.  In connection with the four rejected  leases,  during the six
months ended June 30, 1998, the Partnership wrote off approximately  $263,000 of
accrued  rental  income  (non-cash   accounting   adjustments  relating  to  the
straight-lining  of future  scheduled  rent  increases  over the  lease  term in
accordance with generally accepted accounting principles) relating to these four
Properties. The Partnership has continued to receive rental payments relating to
the five leases not rejected by the tenant. The Partnership has entered into new
leases,  each  with a new  tenant,  for two of the four  vacant  Properties.  In
connection  with the new leases,  the tenant for each Property has agreed to pay
for all costs necessary to convert these  Properties  into different  restaurant
concepts.  Conversion of both  Properties  was completed in March 1999, at which
time rental payments  commenced.  In May 1999, the  Partnership  sold one of the
vacant  Properties  and  intends  to  reinvest  the  net  sales  proceeds  in an
additional  Property.  The Partnership  will not recognize any rental and earned
income from the remaining  vacant  Property until a replacement  tenant for this
Property is located,  or until the  Property is sold and the  proceeds  from the
sale are reinvested in an additional  Property.  While Long John Silver's,  Inc.
has not  rejected  or  affirmed  the  remaining  five  leases,  there  can be no
assurance  that some or all of these  leases will not be rejected in the future.
The lost revenues  resulting from the remaining  vacant  Property,  as described
above,  and the possible  rejection of the remaining five leases,  could have an
adverse  effect  on  the  results  of  operations  of  the  Partnership,  if the
Partnership was not able to re-lease these Properties in a timely manner.

         The  increase  in rental and earned  income  during the quarter and six
months ended June 30, 1999, as compared to the quarter and six months ended June
30, 1998, was partially  offset by a decrease in rental and earned income during
the quarter and six months ended June 30, 1999, as a result of the 1998 sales of
the  Properties  in Madison,  Alabama and Richmond,  Virginia.  This decrease in
rental and earned  income was  partially  offset by the fact in October 1998 the
Partnership  reinvested  the majority of the net sales proceeds from the sale of
the  above  Properties  in a  Property  in  Fayetteville,  North  Carolina.  The
Partnership  reinvested  the  remaining  net sales  proceeds in Melbourne  Joint
Venture, as described below.



<PAGE>


         During the six months  ended June 30,  1999 and 1998,  the  Partnership
also owned and leased ten and nine Properties  respectively,  indirectly through
joint venture arrangements. In connection therewith, during the six months ended
June  30,  1999  and  1998,  the  Partnership   earned  $188,822  and  $164,631,
respectively,  $95,136 and $82,126 of which was earned during the quarters ended
June 30, 1999 and 1998, respectively. The increase in net income earned by joint
ventures  during the quarter and six months ended June 30, 1999,  as compared to
the quarter and six months ended June 30, 1998, is primarily attributable to the
Partnership investing in Melbourne Joint Venture in April 1998.

         In addition,  during the six months  ended June 30, 1999 and 1998,  the
Partnership  earned  $17,480 and  $46,462,  respectively,  in interest and other
income,  $6,960 and $25,483 of which was earned  during the quarters  ended June
30, 1999 and 1998, respectively. Interest and other income was higher during the
quarter and six months  ended June 30, 1998 than that earned  during the quarter
and six  months  ended  June  30,  1999,  primarily  due to the  fact  that  the
Partnership  earned interest on the net sales proceeds  relating to the sales of
two  Properties  during  1998,  as  described  above,  pending  reinvestment  in
additional Properties. These net sales proceeds were reinvested in October 1998.

         Operating expenses,  including  depreciation and amortization  expense,
were  $470,735  and  $310,462  for the six months  ended June 30, 1999 and 1998,
respectively,  of which $232,735 and $148,972 were incurred  during the quarters
ended June 30, 1999 and 1998,  respectively.  The increase in operating expenses
during the  quarter  and six months  ended June 30,  1999,  as  compared  to the
quarter and six months ended June 30, 1998,  was  primarily due to the fact that
during the quarter and six months ended June 30, 1999, the Partnership  incurred
$85,038 and $118,213,  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.  If the limited
partners  reject  the  Merger,  the  Partnership  will bear the  portion  of the
transaction  costs  based upon the  percentage  of "For"  votes and the  general
partners  will  bear  the  portion  of such  transaction  costs  based  upon the
percentage of "Against" votes and abstentions.

         The increase in operating expenses during the six months ended June 30,
1999,  as compared to the six months  ended June 30,  1998,  was also  partially
attributable to an increase in depreciation  expense due to the fact that during
the six  months  ended  June 30,  1998,  Long  John  Silver's,  Inc.  filed  for
bankruptcy  and rejected the leases  relating to four  Properties,  as described
above. In conjunction therewith,  the Partnership reclassified these assets from
net  investment  in direct  financing  leases to land and buildings on operating
leases.

         During the six months  ended June 30,  1999 and 1998,  the  Partnership
incurred certain expenses,  such as real estate taxes, insurance and maintenance
relating to the four  Properties  whose leases were  rejected by the tenant,  as
described  above.  The Partnership has entered into new leases,  each with a new
tenant, for two of the four rejected Properties. The new tenants are responsible
for real estate taxes,  insurance,  and  maintenance  relating to the respective
Properties  and the  Partnership  also  sold one of the  vacant  Properties,  as
described  above;  therefore,   the  general  partners  do  not  anticipate  the
Partnership  will incur these expenses for these three Properties in the future.
However,  the Partnership will continue to incur certain expenses,  such as real
estate  taxes,  insurance  and  maintenance  relating to the  remaining,  vacant
Property  until a new  tenant  or  purchaser  is  located.  The  Partnership  is
currently  seeking  either a new  tenant  or  purchaser  for this  Property.  In
addition, the Partnership will incur certain expenses such as real estate taxes,
insurance,  and maintenance relating to one or more of the five Properties still
leased by Long John Silver's, Inc. if one or more of the leases are rejected.

         As a result of the sale of the  Property in  Stockbridge,  Georgia,  as
described above in "Capital  Resources,"  the  Partnership  recognized a loss of
$60,882 for financial reporting purposes during the quarter and six months ended
June 30, 1999.  As a result of the sale of the  Property in  Richmond,  Virginia
during the six months ended June 30, 1998,  and the receipt of proceeds from the
right of way  taking of the  Property  in  Riviera  Beach,  Florida,  during the
quarter and six months ended June 30, 1998, the Partnership  recognized gains of
$41,408 and $112,206, respectively, for financial reporting purposes.

         At June 30,  1999,  the  Partnership  recorded a provision  for loss on
building in the amount of $121,207 for financial  reporting purposes relating to
a Long John Silver's Property in Shelby,  North Carolina the lease for which was
rejected by the tenant,  as described  above.  The tenant of this Property filed
for  bankruptcy  and  ceased  payment  of rents  under  the  terms of its  lease
agreement. The allowance represents the difference between the carrying value of
the Property at June 30, 1999 and the estimated net sales proceeds from the sale
of the Property based on a sales contract with an unrelated third party.

Proposed 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 (the "Merger").  As consideration  for the Merger,  APF
has agreed to issue  2,156,521  shares of its common stock,  par value $0.01 per
share  (the  "APF  Shares")  which,  for the  purposes  of  valuing  the  merger
consideration,  have been valued by APF at $20.00 per APF Share,  the price paid
by APF  investors  (after an  adjustment  for a one for two reverse  stock split
effective June 3, 1999) in three previous public  offerings,  the most recent of
which was completed in December 1998. In order to assist the general partners in
evaluating the proposed  merger  consideration,  the general  partners  retained
Valuation  Associates,  a nationally  recognized real estate  appraisal firm, to
appraise the Partnership's  restaurant  property  portfolio.  Based on Valuation
Associates'  appraisal,  the Partnership's  property  portfolio and other assets
were  valued  on a  going  concern  basis  (meaning  the  Partnership  continues
unchanged) at  $42,435,559  as of December 31, 1998. The APF Shares are expected
to be listed for trading on the New York Stock  Exchange  concurrently  with the
consummation  of the  Merger,  and  therefore,  would be freely  tradable at the
option of the former limited partners. At a special meeting of the partners that
is expected to be held in the fourth quarter of 1999,  limited  partners holding
in excess of 50% of the Partnership's  outstanding limited partnership interests
must approve the Merger prior to consummation of the transaction. If the limited
partners at the special meeting approve the Merger,  APF will own the properties
and other assets of the  Partnership.  The general  partners intend to recommend
that the limited partners of the Partnership  approve the Merger.  In connection
with their recommendation,  the general partners will solicit the consent of the
limited  partners at the special  meeting.  If the limited  partners  reject the
Merger,  the Partnership  will bear the portion of the  transaction  costs based
upon the  percentage  of "For"  votes  and the  general  partners  will bear the
portion of such  transaction  costs based upon the percentage of "Against" votes
and abstentions.

         On May 11,  1999,  four  limited  partners in several of the CNL Income
Funds served a lawsuit  against the general  partners and APF in connection with
the proposed  Merger.  On July 8, 1999, the plaintiffs  amended the complaint to
add three additional limited partners as plaintiffs.  Additionally,  on June 22,
1999,  a limited  partner in certain  of the CNL Income  Funds  served a lawsuit
against the general  partners,  APF, CNL Fund Advisors,  Inc. and certain of its
affiliates in connection with the proposed Merger.  The general partners and APF
believe  that the  lawsuits  are without  merit and intend to defend  vigorously
against the claims. See Part II - Item 1.
Legal Proceedings.

Year 2000 Readiness Disclosure

         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.  As  of  June  30,  1999  the
Partnership did not have any information or non-information  technology systems.
The general  partners  and  certain of the  affiliates  of the general  partners
provide  all  services  requiring  the use of  information  and  non-information
technology systems pursuant to a management agreement with the Partnership.  The
information technology system of the affiliates of the general partners consists
of a network of personal computers and servers built using hardware and software
from  mainstream  suppliers.  The  non-information  technology  systems  of  the
affiliates of the general  partners are primarily  facility  related and include
building  security  systems,  elevators,  fire  suppressions,  HVAC,  electrical
systems and other  utilities.  The  affiliates  of the general  partners have no
internally generated programmed software coding to correct because substantially
all of the software utilized by the general partners and affiliates is purchased
or  licensed  from  external  providers.   The  maintenance  of  non-information
technology systems at the Partnership's  Properties is the responsibility of the
tenants of the  Properties  in  accordance  with the terms of the  Partnership's
leases.

         In early 1998, the general  partners and affiliates  formed a Year 2000
team, for the purpose of identifying,  understanding  and addressing the various
issues  associated  with the Year 2000  problem.  The Y2K Team  consists  of the
general  partners  and members  from  certain of the  affiliates  of the general
partners, including representatives from senior management, information systems,
telecommunications,   legal,   office   management,   accounting   and  property
management. The Y2K Team's initial step in assessing the Partnership's Year 2000
readiness  consists of  identifying  any systems  that are  date-sensitive  and,
accordingly,  could have potential  Year 2000  problems.  The Y2K Team is in the
process of conducting inspections, interviews and tests to identify which of the
Partnership's systems could have a potential Year 2000 problem.

         The  information  system of the  affiliates of the general  partners is
comprised of hardware  and  software  applications  from  mainstream  suppliers.
Accordingly, the Y2K Team is in the process of contacting the respective vendors
and  manufacturers  to verify the Year 2000  compliance  of their  products.  In
addition, the Y2K Team has requested and is evaluating  documentation from other
companies with which the  Partnership  has a material third party  relationship,
including the Partnership's  tenants,  vendors,  financial  institutions and the
Partnership's  transfer agent. The Partnership  depends on its tenants for rents
and cash flows,  its financial  institutions  for  availability  of cash and its
transfer agent to maintain and track investor information. The Y2K Team has also
requested and is evaluating  documentation from the  non-information  technology
systems  providers  of the  affiliates  of the general  partners.  Although  the
general partners continue to receive positive  responses from the companies with
which the  Partnership has third party  relationships  regarding their Year 2000
compliance,  the general partners cannot be assured that the tenants,  financial
institutions, transfer agent, other vendors and system providers have adequately
considered  the impact of the Year 2000.  The general  partners  are not able to
measure the effect on the  operations  of the  Partnership  of any third party's
failure to adequately address the impact of the Year 2000.

         The general  partners and their  affiliates  have  identified  and have
implemented  upgrades for certain hardware equipment.  In addition,  the general
partners and their  affiliates have  identified  certain  software  applications
which will require upgrades to become Year 2000 compliant.  The general partners
expect  that all of these  upgrades,  as well as any  other  necessary  remedial
measures on the information  technology systems used in the business  activities
and  operations  of the  Partnership,  to be completed  by  September  30, 1999,
although,  the general  partners  cannot be assured  that the upgrade  solutions
provided by the vendors  have  addressed  all  possible  Year 2000  issues.  The
general  partners  do not expect the  aggregate  cost of the Year 2000  remedial
measures to be material to the results of operations of the Partnership.

         The general partners and their  affiliates have received  certification
from the  Partnership's  transfer agent of its Year 2000 compliance.  Due to the
material  relationship of the Partnership  with its transfer agent, the Y2K Team
is evaluating the Year 2000  compliance of the systems of the transfer agent and
expects to have the  evaluation  completed  by September  30, 1999.  Despite the
positive  response  from the transfer  agent and the  evaluation of the transfer
agent's system by the Y2K Team, the general  partners cannot be assured that the
transfer  agent has addressed  all possible Year 2000 issues.  In the event that
the  systems of the  transfer  agent are not Year 2000  compliant,  the  general
partners and their  affiliates  will have to allocate  resources  to  internally
perform  the  functions  of the  transfer  agent.  The  general  partners do not
anticipate  that the additional  cost of these  resources  would have a material
impact on the Partnership.

         Based upon the progress the general  partners and their affiliates have
made in addressing  the Year 2000 issues and their plan and timeline to complete
the compliance  program,  the general partners do not foresee  significant risks
associated  with Year 2000  compliance  at this time.  The general  partners and
their affiliates plan to address their significant Year 2000 issues prior to the
Partnership  being  affected  by  them;  therefore,  we  have  not  developed  a
comprehensive  contingency  plan.  However,  if the general  partners  and their
affiliates identify significant risks related to their Year 2000 compliance,  or
if their progress deviates from the anticipated  timeline,  the general partners
and their affiliates will develop  contingency plans as deemed necessary at that
time.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                  RISK

         Not applicable.



<PAGE>


                           PART II. OTHER INFORMATION


Item 1.     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.

Item 2.     Changes in Securities.       Inapplicable.

Item 3.     Default upon Senior Securities.   Inapplicable.

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

Item 5.     Other Information.        Inapplicable.



<PAGE>


Item 6.     Exhibits and Reports on Form 8-K.

     (a)      Exhibits

                     2.1        Agreement  and Plan of Merger by and between the
                                Registrant  and CNL  American  Properties  Fund,
                                Inc. ("APF") dated March 11, 1999 and as amended
                                June  4,  1999  (Filed  as  Appendix  B  to  the
                                Prospectus   Supplement   for  the   Registrant,
                                constituting  a part of  Amendment  No. 1 to the
                                Registration  Statement of APF on Form S-4, File
                                No. 74329.)

                     3.1        Affidavit and Certificate of Limited Partnership
                                of  CNL  Income  Fund  XIV,  Ltd.  (Included  as
                                Exhibit  3.2  to   Registration   Statement  No.
                                33-53672-01 on Form S-11 and incorporated herein
                                by reference.)

                     4.1        Affidavit and Certificate of Limited Partnership
                                of  CNL  Income  Fund  XIV,  Ltd.  (Included  as
                                Exhibit  3.2  to   Registration   Statement  No.
                                33-53672-01 on Form S-11 and incorporated herein
                                by reference.)

                     4.2        Amended  and   Restated   Agreement  of  Limited
                                Partnership   of  CNL  Income  Fund  XIV,   Ltd.
                                (Included as Exhibit 4.2 to Form 10-K filed with
                                the Securities and Exchange  Commission on April
                                13, 1994, and incorporated herein by reference.)

                     10.1       Management  Agreement  between  CNL Income  Fund
                                XIV, Ltd. and CNL Investment  Company  (Included
                                as  Exhibit  10.1 to Form  10-K  filed  with the
                                Securities and Exchange  Commission on April 13,
                                1994, 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.)


<PAGE>



     (b)      Reports on Form 8-K

              No reports on Form 8-K were filed  during the quarter ended June
              30, 1999.

<PAGE>


                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

         DATED this 9th day of August, 1999


               CNL INCOME FUND XIV, LTD.

                             By:      CNL REALTY CORPORATION
                                      General Partner


                                      By:    /s/ James M. Seneff, Jr.
                                             -----------------------------
                                             JAMES M. SENEFF, JR.
                                             Chief Executive Officer
                                             (Principal Executive Officer)


                                      By:    /s/ Robert A. Bourne
                                             -----------------------------
                                             ROBERT A. BOURNE
                                             President and Treasurer
                                             (Principal Financial and
                                             Accounting Officer)