CNL INCOME FUND II LTD
10-Q/A, 1998-11-19
REAL ESTATE
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                                   FORM 10-Q/A

                       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, 1998
             -------------------------------------------------------


                                       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
                                     0-16824
                          ----------------------------


                            CNL Income Fund II, Ltd.
          ------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  Florida                       59-2733859
        (State of other jurisdiction         (I.R.S. Employer
     of incorporation or organization)      Identification No.)


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


        Registrant's telephone number
        (including area code)                  (407) 650-1000


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


<PAGE>





The Form 10-Q of CNL Income Fund II, Ltd.  for the quarter and nine months ended
September 30, 1998 is being amended in order to correct the FISCAL-YEAR-END line
item in Exhibit 27, Financial Data Schedule,  from December 31, 1988 to December
31, 1998. The correction  affects  Exhibit 27,  Financial Data Schedule,  and is
therefore amended to read as follows.




<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 19th day of November, 1998.


                           CNL INCOME FUND II, 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)


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This schedule contains summary financial  information extracted from the balance
sheet of CNL Income Fund II, Ltd. at September  30, 1998,  and its  statement of
income  for the nine  months  then ended and is  qualified  in its  entirety  by
reference  to the Form 10Q of CNL Income Fund II, Ltd. for the nine months ended
September 30, 1998.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-01-1998
<PERIOD-END>                                   SEP-30-1998
<CASH>                                         850,422
<SECURITIES>                                   0
<RECEIVABLES>                                  128,585
<ALLOWANCES>                                   70,868
<INVENTORY>                                    0
<CURRENT-ASSETS>                               0<F1>
<PP&E>                                         16,466,663
<DEPRECIATION>                                 3,549,043
<TOTAL-ASSETS>                                 18,397,678
<CURRENT-LIABILITIES>                          0<F1>
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       0
<OTHER-SE>                                     17,656,065
<TOTAL-LIABILITY-AND-EQUITY>                   18,397,678
<SALES>                                        0
<TOTAL-REVENUES>                               1,383,520
<CGS>                                          0
<TOTAL-COSTS>                                  424,970
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                1,233,294
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            1,233,294
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   1,233,294
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
<FN>
<F1>Due  to the  nature  of its  industry,  CNL  Income  Fund  II,  Ltd.  has an
unclassified  balance  sheet;  therefore,  no values are shown above for current
assets and current liabilities.
</FN>
        

</TABLE>


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