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Shaw Pittman
A Law Partnership including Professional Corporations
2300 N Street, N.W.
Washington, DC 20037-1128
March 6, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: CNL American Properties Fund, Inc. - Form RW (Request for Withdrawal)
File No. 001-15581 -- Form 8-A and Form 8-A/A, dated December 29, 1999
Ladies and Gentlemen:
On behalf of CNL American Properties Fund, Inc. (the "Company"), I hereby
request withdrawal of the Forms 8-A and 8-A/A, dated December 29, 1999, as filed
in File No. 000-28380. As discussed in greater detail in a report on Form 8-K
filed with the Commission on March 1, 2000, the Company has determined not to
proceed with a series of transactions that includes listing shares of its common
stock on the New York Stock Exchange. Accordingly, the Company seeks to withdraw
the Forms 8-A and 8-A/A that registered its shares of common stock under Section
12(b) of the Securities Exchange Act of 1934.
Very truly yours,
/s/ John M. McDonald
John M. McDonald
