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, 2004
--------------------------------------------------------------------------------

                                       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)


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


        450 South Orange Avenue
            Orlando, Florida                                32801
----------------------------------------      ----------------------------------
(Address of principal executive offices)                  (Zip Code)


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


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 ___

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act): Yes ___ No X

<PAGE>

                                    CONTENTS



Part I                                                                     Page

   Item 1.    Financial Statements:

                  Condensed Balance Sheets                                 1

                  Condensed Statements of Income                           2

                  Condensed Statements of Partners' Capital                3

                  Condensed Statements of Cash Flows                       4

                  Notes to Condensed Financial Statements                  5-6

   Item 2.    Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                      7-9

   Item 3.    Quantitative and Qualitative Disclosures About
                  Market Risk                                              9

   Item 4.    Controls and Procedures                                      9-10

Part II

   Other Information                                                       11-12
<PAGE>

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

                                                               June 30,            December 31,
                                                                 2004                  2003
                                                          ------------------    ------------------
                              ASSETS

  Real estate properties with operating leases, net       $      21,072,028     $      21,238,340
  Net investment in direct financing leases                       4,898,723             4,967,946
  Real estate held for sale                                         693,722             3,994,111
  Investment in joint ventures                                    4,160,050             4,194,852
  Cash and cash equivalents                                       5,551,355             1,157,202
  Receivables, less allowance for doubtful
      accounts of $12,700 in 2003                                     1,094                18,006
  Accrued rental income, less allowance for doubtful
      accounts of $46,234 and $48,635, respectively               2,366,684             2,353,152
  Other assets                                                       80,673                81,900
                                                          ------------------    ------------------

                                                          $      38,824,329     $      38,005,509
                                                          ==================    ==================

                 LIABILITIES AND PARTNERS' CAPITAL

  Accounts payable and accrued expenses                   $          28,029     $          12,823
  Real estate taxes payable                                           6,664                 2,492
  Distributions payable                                             928,130               928,130
  Due to related parties                                             32,246                18,885
  Rents paid in advance and deposits                                198,289               208,415
  Deferred rental income                                             24,440                25,478
                                                          ------------------    ------------------
      Total liabilities                                           1,217,798             1,196,223

  Minority interest                                                 156,200               156,548

  Partners' capital                                              37,450,331            36,652,738
                                                          ------------------    ------------------

                                                          $      38,824,329     $      38,005,509
                                                          ==================    ==================
</TABLE>

           See accompanying notes to condensed financial statements.

                                       1
<PAGE>

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

                                                             Quarter Ended                 Six Months Ended
                                                               June 30,                        June 30,
                                                          2004             2003             2004             2003
                                                     --------------   --------------   --------------   --------------
  Revenues:
      Rental income from operating leases            $     656,246    $     658,691    $   1,298,552    $   1,297,504
      Earned income from direct financing leases           135,068          129,524          265,974          261,937
      Contingent rental income                               9,035           18,347           10,011           28,677
      Interest and other income                             53,348            2,091           53,604            2,645
                                                     --------------   --------------   --------------   --------------
                                                           853,697          808,653        1,628,141        1,590,763
                                                     --------------   --------------   --------------   --------------

  Expenses:
      General operating and administrative                 106,928           65,859          212,421          153,514
      Property related                                       5,676            3,307            6,832            7,944
      Management fees to related party                       9,863           10,476           19,822           20,083
      State and other taxes                                     --            1,222           59,828           49,799
      Depreciation and amortization                         84,633           84,414          168,963          168,976
                                                     --------------   --------------   --------------   --------------
                                                           207,100          165,278          467,866          400,316
                                                     --------------   --------------   --------------   --------------

  Income before minority interest and equity in
      earnings of unconsolidated joint ventures            646,597          643,375        1,160,275        1,190,447

  Minority interest                                         (4,744)          (4,705)          (9,478)          (9,428)

  Equity in earnings of unconsolidated joint
      ventures                                             102,763           98,560          204,761          195,796
                                                     --------------   --------------   --------------   --------------

  Income from continuing operations                        744,616          737,230        1,355,558        1,376,815
                                                     --------------   --------------   --------------   --------------

  Discontinued operations:
      Income from discontinued operations                   36,146           96,957          125,709          194,650
      Gain on disposal of discontinued
          operations                                       266,317               --        1,172,586               --
                                                     --------------   --------------   --------------   --------------
                                                           302,463           96,957        1,298,295          194,650
                                                     --------------   --------------   --------------   --------------

  Net income                                         $   1,047,079    $     834,187    $   2,653,853    $   1,571,465
                                                     ==============   ==============   ==============   ==============

  Income per limited partner unit:
      Continuing operations                          $        0.17    $        0.16    $        0.30    $        0.31
      Discontinued operations                                 0.06             0.03             0.29             0.04
                                                     --------------   --------------   --------------   --------------
                                                     $        0.23    $        0.19    $        0.59    $        0.35
                                                     ==============   ==============   ==============   ==============

  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.

                                       2
<PAGE>

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

                                                Six Months Ended         Year Ended
                                                    June 30,            December 31,
                                                      2004                  2003
                                               ------------------    ------------------

General partners:
    Beginning balance                          $         209,255     $        209,255
    Net income                                                --                   --
                                               ------------------    -----------------
                                                         209,255              209,255
                                               ------------------    -----------------

Limited partners:
    Beginning balance                                 36,443,483           36,912,701
    Net income                                         2,653,853            3,243,302
    Distributions ($0.41 and $0.83 per
       limited partner unit, respectively)            (1,856,260)          (3,712,520)
                                               ------------------    -----------------
                                                      37,241,076           36,443,483
                                               ------------------    -----------------

Total partners' capital                        $      37,450,331     $     36,652,738
                                               ==================    =================
</TABLE>

           See accompanying notes to condensed financial statements.

                                       3
<PAGE>

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

                                                                       Six Months Ended
                                                                           June 30,
                                                                  2004              2003
                                                             --------------    --------------


Net cash provided by operating activities                    $   1,794,686     $   1,765,526
                                                             --------------    --------------

Cash flows from investing activities:
    Proceeds from sale of assets                                 4,465,553                --
    Payment of lease costs                                              --           (13,125)
                                                             --------------    --------------
       Net cash provided by (used in) investing activities       4,465,553           (13,125)
                                                             --------------    --------------

Cash flows from financing activities:
    Distributions to limited partners                           (1,856,260)       (1,856,260)
    Distributions to holder of minority interest                    (9,826)           (9,724)
                                                             --------------    --------------
       Net cash used in financing activities                    (1,866,086)       (1,865,984)
                                                             --------------    --------------

Net increase (decrease) in cash and cash equivalents             4,394,153          (113,583)

Cash and cash equivalents at beginning of period                 1,157,202         1,329,320
                                                             ----------------  --------------

Cash and cash equivalents at end of period                   $   5,551,355     $   1,215,737
                                                             ==============    ==============

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.

                                       4
<PAGE>

                            CNL INCOME FUND XIV, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2004 and 2003


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 the general partners, necessary for a fair
         statement of the results for the interim periods  presented.  Operating
         results for the  quarter and six months  ended June 30, 2004 may not be
         indicative  of the  results  that may be  expected  for the year ending
         December  31, 2004.  Amounts as of December  31, 2003,  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, 2003.

         The Partnership  accounts for its 72.2% interest in Salem Joint Venture
         using  the  consolidation  method.  Minority  interest  represents  the
         minority joint venture partner's  proportionate  share of the equity in
         the  joint  venture.   All   significant   intercompany   accounts  and
         transactions have been eliminated.

         In December 2003,  the Financial  Accounting  Standards  Board issued a
         revision to FASB  Interpretation  No. 46 (originally  issued in January
         2003)  ("FIN  46R"),  "Consolidation  of  Variable  Interest  Entities"
         requiring  existing  unconsolidated  variable  interest  entities to be
         consolidated by their primary beneficiaries. The primary beneficiary of
         a variable  interest entity is the party that absorbs a majority of the
         entity's expected losses,  receives a majority of its expected residual
         returns, or both, as a result of holding variable interests,  which are
         the ownership,  contractual,  or other pecuniary interests in an entity
         that change with  changes in the fair value of the  entity's net assets
         excluding  variable  interests.  Prior to FIN 46R, a company  generally
         included  another  entity  in  its  financial  statements  only  if  it
         controlled the entity through voting interests.  Application of FIN 46R
         is  required  in  financial  statements  of public  entities  that have
         interests in variable  interest entities for periods ending after March
         15,  2004.  The  Partnership  adopted FIN 46R during the quarter  ended
         March 31, 2004,  which  resulted in the  consolidation  of a previously
         unconsolidated joint venture,  which was accounted for under the equity
         method.  FIN 46R  does not  require,  but does  permit  restatement  of
         previously  issued financial  statements.  The Partnership has restated
         prior year's financial statements to maintain comparability between the
         periods presented.  Such  consolidation  resulted in certain assets and
         minority  interest,  and  revenues  and  expenses,  of the entity being
         reported on a gross basis in the  Partnership's  financial  statements;
         however,  these  restatements had no effect on partners' capital or net
         income.

2.       Reclassification

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2004 presentation.  These  reclassifications
         had no effect on total partners' capital or net income.

                                       5
<PAGE>

                            CNL INCOME FUND XIV, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2004 and 2003

3.       Discontinued Operations

         During 2004, the  Partnership  sold the properties in Bullhead City and
         Winslow,  Arizona;  Franklin,  Tennessee; and Topeka, Kansas, each to a
         third party,  and received  total net sales  proceeds of  approximately
         $4,465,600  resulting  in a total  gain  on  disposal  of  discontinued
         operations of approximately $1,172,600.

         In May 2004, the Partnership identified for sale one other property and
         reclassified  the  asset to real  estate  held for  sale.  Because  the
         current  carrying amount of this asset is less than its fair value less
         cost to sell, no provision for write-down of assets was recorded.

         The  following  presents  the  operating  results  of the  discontinued
         operations for these properties.
<TABLE>
<CAPTION>
<S> <C>
                                                Quarter Ended                    Six Months Ended
                                                   June 30,                           June 30,
                                             2004             2003             2004             2003
                                        --------------   --------------   --------------   --------------

         Rental revenues                $      37,496    $     111,660    $     131,359    $     223,549
         Expenses                              (1,350)         (14,703)          (5,650)         (28,899)
                                        --------------   --------------   --------------   --------------
         Income from discontinued
             operations                 $      36,146    $      96,957    $     125,709    $     194,650
                                        ==============   ==============   ==============   ==============
</TABLE>

4.       Subsequent Event

         On August 9, 2004, the Partnership entered into a definitive  Agreement
         and Plan of Merger  pursuant  to which the  Partnership  will be merged
         with a subsidiary of U.S. Restaurant Properties,  Inc. (NYSE: USV). The
         merger is one of multiple concurrent  transactions pursuant to which 17
         other  affiliated  limited  partnerships  also  will be  merged  with a
         subsidiary  of  U.S.  Restaurant  Properties,  Inc.  and in  which  CNL
         Restaurant  Properties,  Inc., an  affiliate,  also will be merged with
         U.S.  Restaurant  Properties,  Inc.  CNL  Restaurant  Properties,  Inc.
         currently  provides  property  management  and  other  services  to the
         Partnership.  The merger of the  Partnership  (and each of the 17 other
         affiliated mergers) is subject to certain conditions including approval
         by a majority of the limited partners, consummation of a minimum number
         of limited partnership mergers representing at least 75.0% in value (as
         measured  by the  value of the  merger  consideration)  of all  limited
         partnerships,  consummation  of the  merger  between  U. S.  Restaurant
         Properties,  Inc. and CNL Restaurant Properties,  Inc., approval of the
         shareholders of U.S. Restaurant  Properties,  Inc., and availability of
         financing.  The  transaction is expected to be consummated in the first
         quarter of 2005.

         Under the terms of the  transaction,  the limited partners will receive
         total  consideration  of  approximately  $47.28 million,  consisting of
         approximately $39.54 million in cash and approximately $7.74 million in
         U.S. Restaurant  Properties,  Inc. Series A Convertible Preferred Stock
         that is listed on the New York Stock  Exchange.  The  general  partners
         will receive total  consideration of approximately  $157,000 consisting
         of  approximately   $131,000  in  cash  and  approximately  $26,000  in
         preferred stock.

                                       6
<PAGE>

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

         CNL Income Fund XIV, Ltd. (the "Partnership,"  which may be referred to
as "we," "us," or "our") 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, 2003, we owned 41 Properties  directly
and 12  Properties  indirectly  through  joint  venture  or  tenancy  in  common
arrangements.  As of June  30,  2004,  we owned 37  Properties  directly  and 13
Properties indirectly through joint venture or tenancy in common arrangements.

Capital Resources

         Net cash provided by operating activities was $1,794,686 and $1,765,526
for the six months ended June 30, 2004 and 2003, respectively.  In 2004, we sold
the Properties in Bullhead City and Winslow, Arizona;  Franklin,  Tennessee; and
Topeka,  Kansas each to a third party,  and received total net sales proceeds of
approximately  $4,465,600  resulting in a total gain on disposal of discontinued
operations of approximately  $1,172,600. We intend to reinvest these proceeds in
additional Properties or to pay liabilities.

         At June 30, 2004, we had  $5,551,355 in cash and cash  equivalents,  as
compared to $1,157,202 at December 31, 2003. At June 30, 2004,  these funds were
held in demand deposit  accounts at a commercial  bank. The increase in cash and
cash  equivalents  at June 30,  2004 was  primarily  a result of  holding  sales
proceeds.   The  funds  remaining  at  June  30,  2004,  after  the  payment  of
distributions  and  other  liabilities,  may be used  to  invest  in  additional
Properties and to meet our working capital needs.

Short-Term Liquidity

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

         Our  short-term   liquidity   requirements  consist  primarily  of  our
operating expenses.

         The general  partners have the right,  but not the obligation,  to make
additional  capital  contributions  or  loans  if they  deem it  appropriate  in
connection with our operations.

         We  generally  distribute  cash  from  operations  remaining  after the
payment of operating expenses, to the extent that the general partners determine
that such funds are available for distribution. Based on current and anticipated
future cash from  operations,  we declared  distributions to limited partners of
$1,856,260 for each of the six months ended June 30, 2004 and 2003 ($928,130 for
each  of  the  quarters  ended  June  30,  2004  and  2003).   This   represents
distributions  of $0.41 per unit for each of the six months  ended June 30, 2004
and 2003 ($0.21 for each applicable quarter).  No distributions were made to the
general  partners  for the quarters and six months ended June 30, 2004 and 2003.
No amounts distributed to the limited partners for the six months ended June 30,
2004 and 2003 are required to be or have been treated as a return of capital for
purposes of calculating the limited  partners'  return on their adjusted capital
contributions.  We  intend  to  continue  to make  distributions  of cash to the
limited partners on a quarterly basis.

         Total liabilities,  including distributions payable, were $1,217,798 at
June 30, 2004, as compared to  $1,196,223 at December 31, 2003.  The increase in
total  liabilities  was  partially  due to an increase  in accounts  payable and
accrued  expenses and amounts due to related parties and was partially offset by
a decrease in rents paid in advance and deposits.  The general  partners believe
that we have sufficient cash on hand to meet our current working capital needs.

                                       7
<PAGE>

Long-Term Liquidity

         We have no long-term debt or other long-term liquidity requirements.

Results of Operations

         Rental revenues from continuing  operations were $1,564,526  during the
six months ended June 30, 2004, as compared to $1,559,441 during the same period
of 2003,  $791,314 and $788,215 of which were earned during the second  quarters
of 2004 and 2003,  respectively.  Rental  revenues  from  continuing  operations
remained  relatively  constant because all of the changes in the leased Property
portfolio related to the Properties accounted for as discontinued operations.

         We earned  $10,011 in  contingent  rental  income during the six months
ended June 30,  2004,  as  compared  to $28,677  during the same period of 2003,
$9,035 and $18,347 of which were earned  during the second  quarters of 2004 and
2003,  respectively.  Contingent  rental  income was lower  during  the  current
quarter and year,  due to an amendment to the lease  relating to the Property in
Tempe,  Arizona,  which  increased  the minimum of gross sales  required for the
payment of contingent rents.

         We earned $204,761  attributable to net income earned by unconsolidated
joint  ventures  during  the six months  ended June 30,  2004,  as  compared  to
$195,796  during the same  period of 2003,  $102,763  and  $98,560 of which were
earned  during the second  quarters of 2004 and 2003,  respectively.  Net income
earned by  unconsolidated  joint ventures was higher during the current  quarter
and year because in November  2003,  we  reinvested a portion of sales  proceeds
from a prior year sale in a Property in Tucker, Georgia, with CNL Income Fund X,
Ltd.,   CNL  Income  Fund  XIII,   Ltd.,  and  CNL  Income  Fund  XV,  Ltd.,  as
tenants-in-common. Each of the CNL Income Funds is a Florida limited partnership
and an affiliate of the general  partners.  We own a 10% interest in the profits
and losses of the Property.

         We earned  $53,604 in interest and other  income  during the six months
ended June 30,  2004,  as  compared  to $2,645  during the same  period of 2003,
$53,348 and $2,091 of which were earned  during the second  quarters of 2004 and
2003, respectively. Interest and other income were higher during the quarter and
six months  ended June 30, 2004  because we received  reimbursement  of property
expenditures that were incurred in previous years relating to vacant Properties.
The former tenant  reimbursed  these amounts as a result of its 1998  bankruptcy
proceedings.

         Operating expenses,  including  depreciation and amortization  expense,
were $467,866 during the six months ended June 30, 2004, as compared to $400,316
during the same period of 2003,  $207,100  and  $165,278 of which were  incurred
during the second  quarters  of 2004 and 2003,  respectively.  The  increase  in
operating  expenses  during the quarter  and six months  ended June 30, 2004 was
partially  due to additional  general  operating  and  administrative  expenses,
including  legal  fees,  and an  increase  in the  amount of state  tax  expense
relating to several states in which we conduct business.

         We recognized income from discontinued operations (rental revenues less
property  related  expenses)  of $125,709  during the six months  ended June 30,
2004,  as  compared  to  $194,650  during the same  period of 2003,  $36,146 and
$96,957  of which were  earned  during  the  second  quarters  of 2004 and 2003,
respectively,  relating to the Properties in Bullhead City and Winslow, Arizona;
Franklin,  Tennessee;  Topeka, Kansas; and Antioch,  Tennessee. In 2004, we sold
the Properties in Bullhead City and Winslow, Arizona;  Franklin,  Tennessee; and
Topeka, Kansas resulting in a total gain on disposal of discontinued  operations
of approximately  $1,172,600.  As of August 9, 2004, the sale of the Property in
Antioch, Tennessee had not occurred.

         In December 2003,  the Financial  Accounting  Standards  Board issued a
revision to FASB Interpretation No. 46 (originally issued in January 2003) ("FIN
46R"),   "Consolidation  of  Variable  Interest  Entities"   requiring  existing
unconsolidated  variable  interest  entities to be consolidated by their primary
beneficiaries.  The primary  beneficiary  of a variable  interest  entity is the
party that  absorbs a  majority  of the  entity's  expected  losses,  receives a
majority  of its  expected  residual  returns,  or both,  as a result of holding
variable  interests,  which are the ownership,  contractual,  or other pecuniary

                                       8
<PAGE>

interests  in an  entity  that  change  with  changes  in the fair  value of the
entity's net assets excluding  variable  interests.  Prior to FIN 46R, a company
generally  included  another  entity  in its  financial  statements  only  if it
controlled  the  entity  through  voting  interests.  Application  of FIN 46R is
required in  financial  statements  of public  entities  that have  interests in
variable  interest  entities for periods ending after March 15, 2004. We adopted
FIN 46R  during  the  quarter  ended  March  31,  2004,  which  resulted  in the
consolidation of a previously unconsolidated joint venture, Salem Joint Venture,
which was accounted for under the equity method.  FIN 46R does not require,  but
does permit restatement of previously issued financial  statements.  We restated
prior year's financial statements to maintain  comparability between the periods
presented.  Such consolidation resulted in certain assets and minority interest,
and revenues and expenses,  of the entity being reported on a gross basis in our
financial  statements;  however,  these  restatements had no effect on partners'
capital or net income.

         The general  partners  believe their  primary  objective is to maintain
current operations with restaurant operators as successfully as possible,  while
evaluating  strategic  alternatives,  including  alternatives  that may  provide
liquidity to the limited  partners.  Real estate  markets are strong  throughout
much of the nation,  and the performance of restaurants  has generally  improved
after several  challenging years. As a result, the general partners believe that
this is an attractive  period for a strategic event to monetize the interests of
the limited partners.

         In furtherance of this, on August 9, 2004, we entered into a definitive
Agreement  and  Plan of  Merger  pursuant  to  which  we will be  merged  with a
subsidiary of U.S. Restaurant Properties, Inc. (NYSE: USV). The merger is one of
multiple concurrent  transactions  pursuant to which 17 other affiliated limited
partnerships  also  will  be  merged  with  a  subsidiary  of  U.S.   Restaurant
Properties,  Inc. and in which CNL  Restaurant  Properties,  Inc., an affiliate,
also will be merged with U.S. Restaurant  Properties,  Inc. Our merger (and each
of the 17 other affiliated  mergers) is subject to certain conditions  including
approval by a majority of the limited partners, consummation of a minimum number
of limited partnership mergers representing at least 75.0% in value (as measured
by  the  value  of  the  merger  consideration)  of  all  limited  partnerships,
consummation  of the merger between U. S.  Restaurant  Properties,  Inc. and CNL
Restaurant  Properties,  Inc.,  approval of the shareholders of U.S.  Restaurant
Properties,  Inc., and availability of financing.  U.S.  Restaurant  Properties,
Inc.  is a real  estate  investment  trust  (REIT)  that  focuses  primarily  on
acquiring, owning and leasing restaurant properties. The transaction is expected
to be consummated in the first quarter of 2005.

         Under the terms of the  transaction,  our limited partners will receive
total consideration of approximately $47.28 million, consisting of approximately
$39.54  million  in cash and  approximately  $7.74  million  in U.S.  Restaurant
Properties,  Inc. Series A Convertible Preferred Stock that is listed on the New
York Stock Exchange.  The general  partners will receive total  consideration of
approximately   $157,000  consisting  of  approximately  $131,000  in  cash  and
approximately $26,000 in preferred stock.

         We received an opinion from Wachovia  Capital  Markets,  LLC that as of
August 9, 2004 the merger  consideration  to be  received  by the holders of our
general and limited  partnership  interests is fair,  from a financial  point of
view, to such holders.

         As reflected  above, the  contemplated  transactions  are complex,  and
contingent upon certain conditions. The restaurant marketplace,  the real estate
industry,  and the equities markets, all individually or taken as a whole, could
impact the  economics of this  transaction.  As a result,  there is no assurance
that we will be successful in completing the contemplated transaction.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.


ITEM 4.  CONTROLS AND PROCEDURES

         The  general  partners  maintain  a  set  of  disclosure  controls  and
procedures  designed to ensure that information  required to be disclosed in our
filings  under  the  Securities  Exchange  Act of 1934 is  recorded,  processed,
summarized and reported within the time periods  specified in the Securities and
Exchange  Commission's  rules and forms.  The principal  executive and financial
officers of the corporate general partner have evaluated our disclosure controls
and procedures as of the end of the period  covered by this Quarterly  Report on
Form 10-Q and have determined  that such disclosure  controls and procedures are
effective.

                                       9
<PAGE>

         There was no change in internal  control over financial  reporting that
occurred during the most recent fiscal quarter that has materially affected,  or
is  reasonably  likely to materially  affect,  internal  control over  financial
reporting.

                                       10
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.   Inapplicable.
         ------------------

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

              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, 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.)

              10.4 Assignment of Management  Agreement  from CNL Fund  Advisors,
                   Inc. to CNL APF  Partners,  LP.  (Included as Exhibit 10.4 to
                   Form 10-Q filed with the Securities  and Exchange  Commission
                   on August 13, 2001, and incorporated herein by reference.)

              10.5 Assignment of Management Agreement from CNL APF Partners,  LP
                   to CNL Restaurants  XVIII, Inc.  (Included as Exhibit 10.5 to
                   Form 10-Q filed with the Securities  and Exchange  Commission
                   on August 13, 2002, and incorporated herein by reference.)

              31.1 Certification of Chief Executive Officer of Corporate General
                   Partner  Pursuant  to Rule  13a-14  as  Adopted  Pursuant  to
                   Section  302  of  the  Sarbanes-Oxley  Act  of  2002.  (Filed
                   herewith.)

              31.2 Certification of Chief Financial Officer of Corporate General
                   Partner  Pursuant  to Rule  13a-14  as  Adopted  Pursuant  to
                   Section  302  of  the  Sarbanes-Oxley  Act  of  2002.  (Filed
                   herewith.)

                                       11
<PAGE>

              32.1 Certification of Chief Executive Officer of Corporate General
                   Partner  Pursuant  to  18  U.S.C.  Section  1350  as  Adopted
                   Pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002.
                   (Filed herewith.)

              32.2 Certification of Chief Financial Officer of Corporate General
                   Partner  Pursuant  to  18  U.S.C.  Section  1350  as  Adopted
                   Pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002.
                   (Filed herewith.)

         (b)  Reports on Form 8-K

              No reports on Form 8-K were filed  during the  quarter  ended June
              30, 2004

                                       12
<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 2004.


                            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)
<PAGE>

                                  EXHIBIT INDEX

Exhibit Number

         (c)  Exhibits

              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, 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.)

              10.4 Assignment of Management  Agreement  from CNL Fund  Advisors,
                   Inc. to CNL APF  Partners,  LP.  (Included as Exhibit 10.4 to
                   Form 10-Q filed with the Securities  and Exchange  Commission
                   on August 13, 2001, and incorporated herein by reference.)

              10.5 Assignment of Management Agreement from CNL APF Partners,  LP
                   to CNL Restaurants  XVIII, Inc.  (Included as Exhibit 10.5 to
                   Form 10-Q filed with the Securities  and Exchange  Commission
                   on August 13, 2002, and incorporated herein by reference.)

              31.1 Certification of Chief Executive Officer of Corporate General
                   Partner  Pursuant  to Rule  13a-14  as  Adopted  Pursuant  to
                   Section  302  of  the  Sarbanes-Oxley  Act  of  2002.  (Filed
                   herewith.)

              31.2 Certification of Chief Financial Officer of Corporate General
                   Partner  Pursuant  to Rule  13a-14  as  Adopted  Pursuant  to
                   Section  302  of  the  Sarbanes-Oxley  Act  of  2002.  (Filed
                   herewith.)

              32.1 Certification of Chief Executive Officer of Corporate General
                   Partner  Pursuant  to  18  U.S.C.  Section  1350  as  Adopted
                   Pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002.
                   (Filed herewith.)

              32.2 Certification of Chief Financial Officer of Corporate General
                   Partner  Pursuant  to  18  U.S.C.  Section  1350  as  Adopted
                   Pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002.
                   (Filed herewith.)
<PAGE>



                                  EXHIBIT 31.1


<PAGE>



                                  EXHIBIT 31.2


<PAGE>



                                  EXHIBIT 32.1


<PAGE>



                                  EXHIBIT 32.2