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Shaw Pittman
A Law Partnership including Professional Corporations
2300 N Street, N.W.
Washington, DC 20037-1128
March 28, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: CNL American Properties Fund, Inc.- Form RW (Request for
Withdrawal) Reg. No. 333-74329--Form S-4, filed March 12, 1999, as
amended
Ladies and Gentlemen:
On behalf of CNL American Properties Fund, Inc. (the "Company"), I
hereby request withdrawal of the Registration Statement on Form S-4 filed with
the Securities and Exchange Commission (the "Commission") on March 12, 1999, as
amended (Reg. No. 333-74329). 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 the transactions discussed in the Registration Statement on Form
S-4 and, accordingly, seeks its withdrawal.
Very truly yours,
/s/ John M. McDonald
John M. McDonald
