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 March 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
                                     0-23974
                     ---------------------------------------


                            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>

                                                                               March 31,             December 31,
                                                                                  1999                   1998
                                                                           -------------------    -------------------
<S> <C>
                               ASSETS

   Land and buildings on operating leases, less
       accumulated depreciation and allowance
       for loss on building                                                      $ 26,345,787           $ 26,509,264
   Net investment in direct financing leases                                        7,276,175              7,300,102
   Investment in joint ventures                                                     3,863,338              3,813,175
   Cash and cash equivalents                                                          763,678                949,056
   Receivables, less allowance for doubtful accounts
       of $1,105 in 1999 and 1998                                                      36,238                 62,824
   Prepaid expenses                                                                    18,775                  8,389
   Lease costs, less accumulated amortization of
       $1,073 in 1999                                                                  31,927                     --
   Accrued rental income, less allowance for doubtful
       accounts of $12,622 in 1999 and 1998                                         1,987,635              1,895,349
                                                                           -------------------    -------------------

                                                                                 $ 40,323,553           $ 40,538,159
                                                                           ===================    ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                                $   34,464             $    2,577
   Accrued and escrowed real estate taxes payable                                      10,703                 18,198
   Distributions payable                                                              928,130                928,130
   Due to related party                                                                24,708                 25,432
   Rents paid in advance and deposits                                                  66,659                 88,098
                                                                           -------------------    -------------------
       Total liabilities                                                            1,064,664              1,062,435

   Commitment (Note 4)

   Partners' capital                                                               39,258,889             39,475,724
                                                                           -------------------    -------------------

                                                                                 $ 40,323,553           $ 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
                                                                                      March 31,
                                                                                1999              1998
                                                                           ---------------    --------------
<S> <C>
Revenues:
    Rental income from operating leases                                         $ 706,805         $ 717,277
    Earned income from direct financing leases                                    199,166           242,219
    Interest and other income                                                      10,520            20,979
                                                                           ---------------    --------------
                                                                                  916,491           980,475
                                                                           ---------------    --------------

Expenses:
    General operating and administrative                                           48,343            36,303
    Professional services                                                           7,784             6,182
    Management fees to related party                                                9,544             9,506
    Real estate taxes                                                               4,874             3,450
    State and other taxes                                                          30,354            20,996
    Depreciation and amortization                                                 103,926            85,053
    Transaction costs                                                              33,175                --
                                                                           ---------------    --------------
                                                                                  238,000           161,490
                                                                           ---------------    --------------

Income Before Equity in Earnings of Joint
    Ventures, Gain on Sale of Land, and Provision
    for Loss on Building                                                          678,491           818,985

Equity in Earnings of Joint Ventures                                               93,686            82,505

Gain on Sale of Land                                                                    --            70,798

Provision for Loss on Building                                                    (60,882 )              --
                                                                           ---------------    --------------

Net Income                                                                      $ 711,295         $ 972,288
                                                                           ===============    ==============

Allocation of Net Income:
    General partners                                                            $   7,468         $   9,014
    Limited partners                                                              703,827           963,274
                                                                           ---------------    --------------

                                                                                $ 711,295         $ 972,288
                                                                           ===============    ==============

Net Income Per Limited Partner Unit                                              $   0.16          $   0.21
                                                                           ===============    ==============

Weighted Average Number of Limited Partner
    Units Outstanding                                                           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>


                                                                             Quarter Ended           Year Ended
                                                                               March 31,            December 31,
                                                                                  1999                  1998
                                                                           -------------------    ------------------
<S> <C>
General partners:
    Beginning balance                                                             $   177,733            $  146,640
    Net income                                                                          7,468                31,093
                                                                           -------------------    ------------------
                                                                                      185,201               177,733
                                                                           -------------------    ------------------

Limited partners:
    Beginning balance                                                              39,297,991            39,842,517
    Net income                                                                        703,827             3,167,994
    Distributions ($0.21 and $0.83 per
       limited partner unit, respectively)                                           (928,130 )          (3,712,520 )
                                                                           -------------------    ------------------
                                                                                   39,073,688            39,297,991
                                                                           -------------------    ------------------

Total partners' capital                                                          $ 39,258,889          $ 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>

                                                                                    Quarter Ended
                                                                                      March 31,
                                                                                1999              1998
                                                                           ---------------    --------------
<S> <C>
Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                    $819,872        $1,050,016
                                                                           ---------------    --------------

    Cash Flows from Investing Activities:
       Proceeds from sale of land and building                                         --         1,208,732
       Investment in joint ventures                                               (44,120 )         (84,992 )
       Increase in restricted cash                                                     --        (1,208,732 )
       Payment of lease costs                                                     (33,000 )              --
                                                                           ---------------    --------------
          Net cash used in investing activities                                   (77,120 )         (84,992 )
                                                                           ---------------    --------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                         (928,130 )        (928,130 )
                                                                           ---------------    --------------
          Net cash used in financing activities                                  (928,130 )        (928,130 )
                                                                           ---------------    --------------

Net Increase (Decrease) in Cash and Cash Equivalents                             (185,378 )          36,894

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

Cash and Cash Equivalents at End of Quarter                                     $ 763,678        $1,322,671
                                                                           ===============    ==============

Supplemental Schedule of Non-Cash Financing
    Activities:

       Distributions declared and unpaid at end of
          quarter                                                               $ 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 Ended March 31, 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 ended March 31, 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.

2.       Land and Building on Operating Leases:

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

                                                                 March 31,               December 31,
                                                                    1999                     1998
                                                            ---------------------     --------------------
<S> <C>
                     Land                                          $  16,195,936            $  16,195,936
                     Buildings                                        12,024,577               12,024,577
                                                            ---------------------     --------------------
                                                                      28,220,513               28,220,513
                     Less accumulated
                         depreciation                                 (1,776,689 )             (1,674,094 )
                                                            ---------------------     --------------------
                                                                      26,443,824               26,546,419
                     Less allowance for
                         loss on building                                (98,037 )                (37,155 )
                                                            ---------------------     --------------------

                                                                   $  26,345,787            $  26,509,264
                                                            =====================     ====================
</TABLE>

         At 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 represents
         the  difference  between the carrying value of the property at December
         31, 1998 and the estimated net realizable value for the property.


<PAGE>


                            CNL INCOME FUND XIV, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 1999 and 1998


2.       Land and Building on Operating Leases - Continued:

         In addition,  at March 31, 1999, the  Partnership  recorded a provision
         for loss on building in the amount of $60,882 for  financial  reporting
         purposes  relating to the Long John Silver's  property in  Stockbridge,
         Georgia.  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
         March 31, 1999 and the  estimated  net sales  proceeds from the sale of
         the property  based on a purchase and sales  contract with an unrelated
         third party (see Note 4).

3.       Merger Transaction:

         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 4,313,041  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 $10.00 per APF  Share,  the
         price  paid by APF  investors  in three  previous  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.   Legg  Mason  Wood  Walker,
         Incorporated  has  rendered  a  fairness  opinion  that  the APF  Share
         consideration,  payable  by  APF,  is fair  to the  Partnership  from a
         financial  point of view.  The APF Shares are expected to be listed for
         trading  on  the  New  York  Stock  Exchange   concurrently   with  the
         consummation of the Merger, and, therefore, would be freely tradable at
         the option of the former limited partners.  At a special meeting of the
         partners  that is  expected  to be held in the third  quarter  of 1999,
         limited  partners  holding  in  excess  of  50%  of  the  Partnership's
         outstanding limited partnership interests must approve the Merger prior
         to  consummation  of the  transaction.  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.


<PAGE>


                            CNL INCOME FUND XIV, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 1999 and 1998


3.       Merger Transaction - Continued:

         On May 5,  1999,  four  limited  partners  in several of the CNL Income
         Funds  filed  a  lawsuit  against  the  general  partners  and  APF  in
         connection  with  the  proposed  Merger  (see  Part II - Item 1.  Legal
         Proceedings).  The general partners and APF believe that the lawsuit is
         without  merit and  intend to defend  vigorously  against  the  claims.
         Because the lawsuit was so recently  filed,  it is premature to further
         comment on the lawsuit at this time.

4.       Commitment:

         In February  1999,  the  Partnership  entered into an agreement with an
         unrelated  third  party to sell  the Long  John  Silver's  property  in
         Stockbridge,  Georgia. At March 31, 1999, the Partnership established a
         provision for loss on building  related to the anticipated sale of this
         property (see Note 2). As of May 13, 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 March 31, 1999, the
Partnership  owned 57  Properties,  which  included  interests in ten Properties
owned by joint ventures in which the Partnership is a co-venturer.

Liquidity and Capital Resources

         The  Partnership's  primary  source of capital for the  quarters  ended
March 31, 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 $819,872 and
$1,050,016  for the quarters  ended March 31, 1999 and 1998,  respectively.  The
decrease in cash from  operations  for the  quarter  ended  March 31,  1999,  as
compared to the quarter  ended March 31, 1998,  is primarily a result of changes
in income and expenses as described in "Results of Operations" below and changes
in the Partnership's working capital.

         Other  sources and uses of capital  included the  following  during the
quarter ended March 31, 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 March 31, 1999,
the Partnership had contributed  approximately  $539,100, of which approximately
$44,100 was  contributed  during the quarter  ended March 31, 1999, to the joint
venture to purchase land and pay for  construction  costs  relating to the joint
venture. As of March 31, 1999 the Partnership owned a 50 percent interest in the
profits and losses of the joint venture.

         Currently,  rental income from the Partnership's Properties is invested
in money market accounts or other short-term,  highly liquid investments pending
the  Partnership's  use of such  funds to pay  Partnership  expenses  or to make
distributions  to the partners.  At March 31, 1999, the Partnership had $763,678
invested in such short-term investments, as compared to $949,056 at December 31,
1998.  The funds  remaining at March 31, 1999 will be used to pay  distributions
and other liabilities.



<PAGE>


Liquidity and Capital Resources - Continued

         Total liabilities of the Partnership,  including distributions payable,
increased to $1,034,664 at March 31, 1999, from $1,062,435 at December 31, 1998.
Total  liabilities  at March 31,  1999,  to the extent they exceed cash and cash
equivalents  at March 31, 1999,  will be paid from future cash from  operations,
and in the event the general  partners elect to make  additional  contributions,
from future general partner contributions.

         In February  1999,  the  Partnership  entered into an agreement with an
unrelated  third party to sell the Long John Silver's  Property in  Stockbridge,
Georgia. At March 31, 1999, the Partnership  established a provision for loss on
building related to the anticipated  sale of this Property.  As of May 13, 1999,
the sale had not occurred.

         Based on cash from operations and for the quarter ended March 31, 1999,
future cash from  operations,  the  Partnership  declared  distributions  to the
limited  partners of $928,130 for each of the quarters  ended March 31, 1999 and
1998. This  represents  distributions  for each applicable  quarter of $0.21 per
unit. No distributions  were made to the general partners for the quarters ended
March 31, 1999 and 1998. No amounts  distributed to the limited partners for the
quarters  ended March 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 contribution. The Partnership
intends to continue to make  distributions of cash available for distribution to
the limited partners on a quarterly basis.

         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.

         On March 11, 1999, the  Partnership  entered into an Agreement and Plan
of Merger with CNL American Properties Fund, Inc. ("APF"), pursuant to which the
Partnership  would be merged with and into a subsidiary  of APF (the  "Merger").
APF is a real estate investment trust whose primary business is the ownership of
restaurant properties leased on a long-term,  "triple-net" basis to operators of
national and regional  restaurant  chains. APF has agreed to issue shares of its
common stock, par value $0.01 per share (the "APF Shares"), as consideration for
the Merger. APF has agreed to issue 4,313,041 APF Shares which, for the purposes
of valuing the merger  consideration,  have been valued by APF at $10.00 per APF
Share,  the price paid by APF investors in three  previous  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,

<PAGE>


Liquidity and Capital Resources - Continued

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.  Legg Mason Wood Walker,
Incorporated has rendered a fairness  opinion that the APF Share  consideration,
payable by APF, is fair to the  Partnership  from a financial point of view. The
APF Shares are expected to be listed for trading on the New York Stock  Exchange
concurrently with the consummation of the Merger, and therefore, would be freely
tradable at the option of the former limited  partners.  At a special meeting of
the partners that is expected to be held in the third  quarter of 1999,  limited
partners  holding  in excess  of 50% of the  Partnership's  outstanding  limited
partnership  interests  must  approve the Merger  prior to  consummation  of the
transaction.  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 5,  1999,  four  limited  partners  in several of the CNL Income
Funds filed a lawsuit  against the general  partners and APF in connection  with
the  proposed  Merger  (see Part II - Item 1. Legal  Proceedings).  The  general
partners and APF believe that the lawsuit is without  merit and intend to defend
vigorously against the claims.  Because the lawsuit was so recently filed, it is
premature to further comment on the lawsuit at this time.

Results of Operations

         During the quarter  ended March 31,  1998,  the  Partnership  owned and
leased 49 wholly owned  Properties  (which included three  Properties which were
sold during 1998),  and during the quarter ended March 31, 1999, the Partnership
owned and leased 47 wholly  owned  Properties  to  operators  of  fast-food  and
family-style  restaurant  chains. In connection  therewith,  during the quarters
ended March 31, 1999 and 1998,  the  Partnership  earned  $905,972 and $959,496,
respectively,  in rental  income from  operating  leases and earned  income from
direct financing leases from these Properties. The decrease in rental and earned
income during the quarter ended March 31, 1999, as compared to the quarter ended
March 31, 1998, is primarily attributable to a decrease of approximately $91,200
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  leased by Long
John Silver's,  Inc. As a result,  this tenant ceased making rental  payments on
the four  rejected  leases.  The  Partnership  has  continued  receiving  rental
payments relating to the 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 therewith, the tenant for each Property has agreed to
pay  for  all  costs  necessary  to  convert  these  Properties  into  different
restaurant  concepts.  Conversion  of one of these  Properties  was completed in
March 1999,  at which time rental  payments  commenced,  and  conversion  of the
second Property is expected to be completed

<PAGE>


Results of Operations - Continued

during the second quarter of 1999, at which time rental payments are expected to
commence for that Property.  The  Partnership  will not recognize any rental and
earned  income from these two  remaining  vacant  Properties  until  replacement
tenants for these  Properties are located,  or until the Properties are sold and
proceeds from such sales are  reinvested in additional  Properties.  The general
partners are currently seeking either replacement  tenants or purchasers for the
two  remaining,  vacant  Properties.  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 two remaining vacant Properties, 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 is
not able to re-lease these Properties in a timely manner.

         In  addition,  rental  and earned  income  decreased  by  approximately
$16,100  during the  quarter  ended March 31,  1999,  as compared to the quarter
ended  March  31,  1998,  as a result  of the 1998  sales of the  Properties  in
Madison,  Alabama  and  Richmond,  Virginia.  The  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  from  the  sale  of the  above
Properties in Melbourne Joint Venture, as described below.

         In  addition,  during the quarters  ended March 31, 1999 and 1998,  the
Partnership  owned and leased ten and nine Properties  indirectly  through joint
venture arrangements, respectively. In connection therewith, during the quarters
ended March 31,  1999 and 1998,  the  Partnership  earned  $93,686 and  $82,505,
respectively,  attributable  to net income earned by these joint  ventures.  The
increase in net income earned by joint  ventures  during the quarter ended March
31,  1999,  as compared  to the  quarter  ended  March 31,  1998,  is  primarily
attributable  to the  Partnership  investing in Melbourne Joint Venture in April
1998.

         In  addition,  during the quarters  ended March 31, 1999 and 1998,  the
Partnership  earned  $10,520 and  $20,979,  respectively  in interest  and other
income.  Interest and other income  during the quarter  ended March 31, 1998 was
higher than that earned during the quarter  ended March 31, 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
the reinvestment of the net sales proceeds in additional  Properties.  These net
sales proceeds were reinvested in October 1998.

         Operating expenses,  including  depreciation and amortization  expense,
were  $238,000  and  $161,490  for the  quarters  ended March 31, 1999 and 1998,
respectively.  The increase in operating expenses during the quarter ended March
31,  1999,  as compared  to the  quarter  ended  March 31,  1998,  is  primarily
attributable  to the fact that during the  quarter  ended  March 31,  1999,  the
Partnership  accrued  insurance and real estate tax expenses as a result of Long
John Silver's,  Inc.  filing for bankruptcy and rejecting the leases relating to
four Properties in June 1998, as described  above. In addition,  the increase in
operating  expenses  during the  quarter  ended  March 31,  1999,  is  partially
attributable to an increase in depreciation expense due to the

<PAGE>


Results of Operations - Continued

fact that  during  1998,  the  Partnership  reclassified  these  assets from net
investment in direct financing leases to land and buildings on operating leases.
The Partnership has entered into new leases,  each with a new tenant, for two of
the  four  rejected  Properties,   as  described  above.  The  new  tenants  are
responsible for real estate taxes,  insurance,  and maintenance  relating to the
respective  Properties;  therefore,  the general  partners do not anticipate the
Partnership  will incur these  expenses for these two  Properties in the future.
However,  the Partnership will continue to incur certain expenses,  such as real
estate taxes,  insurance and maintenance  relating to the two remaining,  vacant
Properties  until new tenants or  purchasers  are located.  The  Partnership  is
currently  seeking  either new tenants or purchasers  for these  Properties.  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.

         In  addition,  the increase in  operating  expenses  during the quarter
ended March 31, 1999,  as compared to the quarter  ended March 31, 1998, is also
partially due to the fact that the Partnership  incurred  $33,175 in transaction
costs related to the general partners retaining  financial and legal advisors to
assist them in  evaluating  and  negotiating  the  proposed  Merger with APF, as
described  above in "Liquidity and Capital  Resources." If the limited  partners
reject the Merger,  the  Partnership  will bear the  portion of the  transaction
costs based upon the  percentage  of "For" votes and the general  partners  will
bear  the  portion  of such  transaction  costs  based  upon the  percentage  of
"Against" votes and abstentions.

         In  addition,  the increase in  operating  expenses  during the quarter
ended March 31, 1999 is partially attributable to an increase in state taxes due
to the Partnership  incurring  additional state taxes due to changes in tax laws
of a state in which the Partnership conducts business.

         At March 31, 1999,  the  Partnership  recorded a provision  for loss on
building in the amount of $60,882 for financial reporting purposes relating to a
Long John Silver's Property in Stockbridge,  Georgia whose lease 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 March 31,  1999 and the  estimated  net sales  proceeds  from the sale of the
Property based on a purchase and sales contract with an unrelated third party.

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. The Partnership does not have any
information or  non-information  technology  systems.  The general  partners and
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


<PAGE>


Year 2000 Readiness Disclosure - Continued

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
committee  (the "Y2K 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 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 also 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 all of these upgrades,  as well as any other necessary  remedial measures
on the information technology systems used in the business activities and

<PAGE>


Year 2000 Readiness Disclosure - Continued

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 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  would 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 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,  they  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 5, 1999,  four  limited  partners in several of the CNL
              Income  Funds  filed a  lawsuit,  Jon  Hale,  Mary J.  Hewitt,
              Charles A. Hewitt,  and Gretchen M. Hewitt v. James M. Seneff,
              Jr.,  Robert  A.  Bourne,  CNL  Realty  Corporation,  and  CNL
              American  Properties Fund, Inc., Case No.  CIO-99-0003561,  in
              the  Circuit  Court of the Ninth  Judicial  Circuit  of Orange
              County,  Florida,  alleging that the Messrs. Seneff and Bourne
              and CNL Realty  Corporation,  as general  partners  of the CNL
              Income Funds, breached their fiduciary duties and violated the
              provisions  of  certain  of the CNL  Income  Fund  partnership
              agreements in connection with the proposed  acquisition of the
              CNL  Income   Funds  by  APF.  The   plaintiffs   are  seeking
              unspecified damages and equitable relief. The general partners
              and APF believe  that the lawsuit is without  merit and intend
              to defend vigorously against such claims.  Because the lawsuit
              was so recently  filed,  it is premature to further comment on
              the lawsuit at this time.

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.

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  (filed as
                                Appendix B to the Prospectus  Supplement for the
                                Registrant,   constituting   a   part   of   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.)


<PAGE>



                     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.)

               (b)      Reports on Form 8-K

                           Current  Report on Form 8-K dated  March 11, 1999 and
                           filed March 12, 1999,  describing the proposed Merger
                           of the Partnership  with and into a subsidiary of CNL
                           American Properties Fund, Inc.



<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 14th day of May, 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)