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 September 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                                      10

Part II

   Other Information                                                       11-12






<PAGE>


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

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

  Real estate properties with operating leases, net                       $       20,988,871     $       21,238,340
  Net investment in direct financing leases                                        4,862,722              4,967,946
  Real estate held for sale                                                          693,722              3,994,111
  Investment in joint ventures                                                     4,146,978              4,194,852
  Cash and cash equivalents                                                        5,486,683              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 $45,033 and $48,635, respectively                                2,357,403              2,353,152
  Other assets                                                                        94,959                 81,900
                                                                          -------------------    -------------------

                                                                          $       38,632,432     $       38,005,509
                                                                          ===================    ===================

                 LIABILITIES AND PARTNERS' CAPITAL

  Accounts payable and accrued expenses                                   $           70,010     $           12,823
  Real estate taxes payable                                                            1,427                  2,492
  Distributions payable                                                              928,130                928,130
  Due to related parties                                                              43,215                 18,885
  Rents paid in advance and deposits                                                 201,282                208,415
  Deferred rental income                                                              23,921                 25,478
                                                                          -------------------    -------------------
      Total liabilities                                                            1,267,985              1,196,223

  Minority interest                                                                  155,813                156,548

  Commitment  (Note 4)

  Partners' capital                                                               37,208,634             36,652,738
                                                                          -------------------    -------------------

                                                                          $       38,632,432     $       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                 Nine Months Ended
                                                             September 30,                   September 30,
                                                         2004             2003           2004            2003
                                                     -------------    -------------  --------------  --------------
  Revenues:
      Rental income from operating leases            $    653,082     $    652,092   $   1,951,634   $   1,949,596
      Earned income from direct financing leases          129,063          132,646         395,037         394,583
      Contingent rental income                              2,069           13,005          12,080          41,682
      Interest and other income                               279              466          53,883           3,111
                                                     -------------    -------------  --------------  --------------
                                                          784,493          798,209       2,412,634       2,388,972
                                                     -------------    -------------  --------------  --------------

  Expenses:
      General operating and administrative                117,606           64,073         330,027         217,587
      Property related                                      4,381            8,562          11,213          16,506
      Management fees to related party                      9,594           10,197          29,416          30,280
      State and other taxes                                    --            1,819          59,828          51,618
      Depreciation and amortization                        84,201           86,576         253,164         255,552
                                                     -------------    -------------  --------------  --------------
                                                          215,782          171,227         683,648         571,543
                                                     -------------    -------------  --------------  --------------

  Income before minority interest and equity in
      earnings of unconsolidated joint ventures           568,711          626,982       1,728,986       1,817,429

  Minority interest                                        (4,542)          (4,879)        (14,020)        (14,307)

  Equity in earnings of unconsolidated joint
  ventures                                                101,515          101,061         306,276         296,857
                                                     -------------    -------------  --------------  --------------

  Income from continuing operations                       665,684          723,164       2,021,242       2,099,979
                                                     -------------    -------------  --------------  --------------

  Discontinued operations:
      Income from discontinued operations                  20,749           97,270         146,458         291,920
      Gain on disposal of discontinued
  operations                                                   --               --       1,172,586              --
                                                     -------------    -------------  --------------  --------------
                                                           20,749           97,270       1,319,044         291,920
                                                     -------------    -------------  --------------  --------------

  Net income                                         $    686,433     $    820,434   $   3,340,286   $   2,391,899
                                                     =============    =============  ==============  ==============

  Income per limited partner unit:
      Continuing operations                          $       0.15     $       0.16   $        0.45   $        0.47
      Discontinued operations                                  --             0.02            0.29            0.06
                                                     -------------    -------------  --------------  --------------
                                                     $       0.15     $       0.18   $        0.74   $        0.53
                                                     =============    =============  ==============  ==============

  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>

                                                                          Nine Months Ended          Year Ended
                                                                            September 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                                                                      3,340,286             3,243,302
    Distributions ($0.62 and $0.83 per
       limited partner unit, respectively)                                         (2,784,390)           (3,712,520)
                                                                         ---------------------    ------------------
                                                                                   36,999,379            36,443,483
                                                                         ---------------------    ------------------

Total partners' capital                                                  $         37,208,634     $      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>

                                                                                          Nine Months Ended
                                                                                            September 30,
                                                                                     2004                  2003
                                                                                ----------------      ----------------


Net cash provided by operating activities                                       $     2,663,073       $     2,778,398
                                                                                ----------------      ----------------

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                                                (2,784,390)           (2,784,390)
    Distributions to holder of minority interest                                        (14,755)              (14,421)
                                                                                ----------------      ----------------
       Net cash used in financing activities                                         (2,799,145)           (2,798,811)
                                                                                ----------------      ----------------

Net increase (decrease) in cash and cash equivalents                                  4,329,481               (33,538)

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

Cash and cash equivalents at end of period                                      $     5,486,683       $     1,295,782
                                                                                ================      ================

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 Nine Months Ended September 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 nine months  ended  September  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.       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  assets to real  estate  held for sale.  Because  the
         current  carrying  amount of these assets is less than their fair value
         less cost to sell, no provision for write-down of assets was recorded.

                                       5
<PAGE>


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


2.       Discontinued Operations - Continued

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

         Rental revenues                        $     20,749   $     111,433  $      152,108   $     334,982
         Expenses                                         --         (14,163)         (5,650)        (43,062)
                                                -------------  -------------- ---------------  --------------
         Income from discontinued
         operations                             $     20,749   $      97,270  $      146,458   $     291,920
                                                =============  ============== ===============  ==============
</TABLE>


3.       Merger Transaction

         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  merger  agreement,  if the  transaction  is
         approved,  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.

4.       Commitment

         In September  2004,  the  Partnership  entered into an agreement with a
         third party to sell the property in Antioch, Tennessee.

                                       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  September  30, 2003,  we owned 41  Properties
directly and 12 Properties indirectly through joint venture or tenancy in common
arrangements.  As of September 30, 2004, we owned 37 Properties  directly and 13
Properties indirectly through joint venture or tenancy in common arrangements.

Merger Transaction

         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  merger  agreement,  if the  transaction  is
approved, 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.

Capital Resources

         Net cash provided by operating activities was $2,663,073 and $2,778,398
for the nine months ended September 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 pay liabilities.

                                       7
<PAGE>

         At September 30, 2004, we had $5,486,683 in cash and cash  equivalents,
as compared to $1,157,202  at December 31, 2003.  At September  30, 2004,  these
funds were held in demand deposit accounts at a commercial bank. The increase in
cash and cash  equivalents  at  September  30,  2004 was  primarily  a result of
holding sales  proceeds.  The funds  remaining at September 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
$2,784,390  for  each of the  nine  months  ended  September  30,  2004 and 2003
($928,130  for each of the quarters  ended  September  30, 2004 and 2003).  This
represents  distributions  of $0.62 per unit for each of the nine  months  ended
September  30,  2004  and  2003  ($0.21  for  each   applicable   quarter).   No
distributions were made to the general partners for the quarters and nine months
ended  September  30,  2004 and 2003.  No  amounts  distributed  to the  limited
partners for the nine months ended  September  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 $1,267,985 at
September 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.

Contractual Obligations, Contingent Liabilities, and Commitments

         In September  2004, we entered into an agreement  with a third party to
sell the Property in Antioch,  Tennessee.  As of November 5, 2004,  the sale had
not occurred.

Long-Term Liquidity

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

Results of Operations

         Rental revenues from continuing  operations were $2,346,671  during the
nine months ended September 30, 2004, as compared to $2,344,179  during the same
period of 2003,  $782,145  and  $784,738 of which were  earned  during the third
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  $12,080 in  contingent  rental income during the nine months
ended September 30, 2004, as compared to $41,682 during the same period of 2003,
$2,069 and  $13,005 of which were earned  during the third  quarters of 2004 and
2003,  respectively.  Contingent  rental income was lower during the quarter and
nine months ended  September 30, 2004, 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, and due to a decrease in reported
gross sales of a  restaurant  whose  lease  requires  the payment of  contingent
rental income.

                                       8
<PAGE>

         We earned $306,276  attributable to net income earned by unconsolidated
joint ventures  during the nine months ended  September 30, 2004, as compared to
$296,857  during the same period of 2003,  $101,515  and  $101,061 of which were
earned  during the third  quarters  of 2004 and 2003,  respectively.  Net income
earned by unconsolidated  joint ventures was slightly higher during 2004 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.  Rental payments  relating to this Property  commenced at the
time of  acquisition.  We own a 10%  interest  in the  profits and losses of the
Property.

         We earned  $53,883 in interest and other income  during the nine months
ended  September 30, 2004, as compared to $3,111 during the same period of 2003,
$279 and $466 of which were earned  during the third  quarters of 2004 and 2003,
respectively.  Interest and other income was higher during the nine months ended
September 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  $683,648  during the nine months ended  September 30, 2004, as compared to
$571,543  during the same period of 2003,  $215,782  and  $171,227 of which were
incurred during the third quarters of 2004 and 2003, respectively.  The increase
in operating  expenses  during the quarter and nine months ended  September  30,
2004  was due to  additional  general  operating  and  administrative  expenses,
including,  primarily,  legal  fees  incurred  in  connection  with  the  merger
transaction  described above. The increase in operating expenses during the nine
months  ended  September  30,  2004 was also due to 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 $97,270 and $291,920 during the quarter and nine
months ended  September  30, 2003,  respectively,  and income from  discontinued
operations of $146,458 during the nine months ended September 30, 2004, relating
to the Properties in Bullhead City and Winslow,  Arizona;  Franklin,  Tennessee;
Topeka, Kansas; and Antioch, Tennessee. In the first six months of 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.  During the quarter ended  September 30, 2004, we
recognized  income  from  discontinued  operations  of $20,749  relating  to the
Property  in  Antioch,  Tennessee.  As of  November  5,  2004,  the sale of this
Property 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
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.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.
                                       9
<PAGE>

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.

         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.  Unregistered Sales of Equity Securities and Use of Proceeds.
         ------------------------------------------------------------
         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  among  U.S.  Restaurant
                        Properties,  Inc., Ivanhoe Acquisition XIV, LLC, and CNL
                        Income  Fund  XIV,  Ltd.  dated as of  August  9,  2004.
                        (Included  as  Exhibit  99.2 to Form 8-K filed  with the
                        Securities  and Exchange  Commission  on August 9, 2004,
                        and incorporated herein by reference.)

                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.)

                                       11
<PAGE>


                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.)


                                       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 10th day of November 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

                 Exhibits

                 2.1    Agreement  and  Plan of  Merger  among  U.S.  Restaurant
                        Properties,  Inc., Ivanhoe Acquisition XIV, LLC, and CNL
                        Income  Fund  XIV,  Ltd.  dated as of  August  9,  2004.
                        (Included  as  Exhibit  99.2 to Form 8-K filed  with the
                        Securities  and Exchange  Commission  on August 9, 2004,
                        and incorporated herein by reference.)

                 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